EXHIBIT 24.1

                                POWER OF ATTORNEY


         KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer of Atlas Air Worldwide Holdings, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints Jeffrey H.
Erickson, Michael L. Barna and John W. Dietrich, and each of them, his true and
lawful attorney-in-fact and agent, with full power substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done so
that such Annual Report on Form 10-K shall comply with the Securities Exchange
Act of 1934, as amended , and the applicable Rules and Regulations adopted or
issued pursuant thereto, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand this 21st day of June, 2005.



/s/ EUGENE I. DAVIS
- ----------------------------------------------
Eugene I. Davis, Chairman of the Board



/s/ JEFFREY H. ERICKSON
- ----------------------------------------------
Jeffrey H. Erickson, President, Chief Executive
Officer and Director (Principal Executive
Officer)



/s/ MICHAEL L. BARNA
- ----------------------------------------------
Michael L. Barna, Senior Vice President and
Chief Financial Officer (Principal Financial
Officer)






/s/ G. L. HUTCHINSON
- ----------------------------------------------
Gordon L. Hutchinson, Vice President and
Controller (Principal Accounting Officer)



/s/ R. F. AGNEW
- ----------------------------------------------
Robert F. Agnew, Director



/s/ KEITH E. BUTLER
- ----------------------------------------------
Keith E. Butler, Director



/s/ DUNCAN H. COCROFT
- ----------------------------------------------
Duncan H. Cocroft, Director



/s/ JAMES S. GILMORE
- ----------------------------------------------
James S. Gilmore III, Director



/s/ RONALD L. KERBER
- ----------------------------------------------
Ronald L. Kerber, Director



/s/ HERBERT J. LANESE
- ----------------------------------------------
Herbert J. Lanese, Director



/s/ FREDERICK MCCORKLE
- ----------------------------------------------
Frederick McCorkle, Director