EXHIBIT 10.7.3

                    ACKNOWLEDGMENT AND AGREEMENT (MSN 32838)

            ATLAS AIR WORLDWIDE HOLDINGS,  INC., a Delaware  corporation ("ATLAS
HOLDINGS"),  with reference to (i) the Amendment Agreement (MSN 32838), dated as
of August 1, 2003 (the  "AGREEMENT"),  between  Atlas Air, Inc.  ("LESSEE")  and
Tuolumne River Aircraft  Finance,  Inc.  ("LESSOR"),  and (ii) the Restructuring
Letter  Agreement  (MSN  32838),  dated  as  of  August  1,  2003  (the  "LETTER
AGREEMENT"),  between Lessee and Lessor,  DOES HEREBY ACKNOWLEDGE AND AGREE (to,
with and for the benefit of Lessor and its  successors  and assigns)  that Atlas
Holdings is bound by, and obligated to perform and observe, and hereby agrees to
perform and observe, the terms,  provisions,  conditions and covenants contained
in Sections 2(d),  2(f), 4(c), 7 and 8 of the Agreement and Part I of the Letter
Agreement  (and  expressed  as being  applicable  to or in  respect of a "Lessee
Party",  a "Lessee Party" other than Lessee,  "Atlas Holdings" or an "Affiliate"
of Lessee),  in each case,  with the same force and effect as if Atlas  Holdings
were a party to the  Agreement  and the Letter  Agreement  (in the capacity of a
"Lessee Party" or "Atlas Holdings").

                            [Signature Page Follows]


            IN WITNESS  WHEREOF,  Atlas Holdings has caused this  Acknowledgment
and  Agreement  to be executed  and  delivered  as of this 18th day of November,
2003.

                                              ATLAS AIR WORLDWIDE HOLDINGS, INC.


                                              By /s/ Jeffrey H. Erickson
                                                 -------------------------------
                                                 Name: Jeffrey H. Erickson
                                                 Title: President & COO


          [Signature Page to Acknowledgment and Agreement (MSN 32838)]



                           Schedule to Exhibit 10.7.3

The agreements listed below are substantially identical to this exhibit and are
not being filed separately as exhibits pursuant to instruction 2 to Regulation
S-K, Item 601.



-------------------- ---------------------- ---------------------- -------------------------------------------
REGISTRATION         MANUFACTURER'S         ACKNOWLEDGING PARTY    AGREEMENT
NUMBER               SERIAL NUMBER(S)
-------------------- ---------------------- ---------------------- -------------------------------------------
                                                          
N418MC               32840                  Atlas Air Worldwide    Atlas Air Worldwide Holdings, Inc.
                                            Holdings, Inc.         Acknowledgement and Agreement dated
                                                                   November 18, 2003  with respect to
                                                                   Aircraft N418MC
-------------------- ---------------------- ---------------------- -------------------------------------------