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, 2005, 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 13th day of April, 2006.



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





/s/ Robert 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 III, Director



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



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



/s/ Frederick McCorkle
--------------------------------------
Frederick McCorkle, Director