Exhibit 10.5.4

                          CONSENT AND SECOND AMENDMENT

      CONSENT  AND SECOND  AMENDMENT  (this  "AMENDMENT"),  dated as of July 28,
2005,  among  ATLAS  AIR  WORLDWIDE  HOLDINGS,   INC.,  a  Delaware  corporation
("HOLDINGS"),  ATLAS AIR, INC., a Delaware corporation ("COMPANY"),  the lenders
from  time to time  party to the  Credit  Agreement  referred  to below  (each a
"LENDER"  and,  collectively,  the  "LENDERS"),  and DEUTSCHE BANK TRUST COMPANY
AMERICAS,  as  Administrative  Agent for the  Lenders,  (in such  capacity,  the
"ADMINISTRATIVE  AGENT"). Unless otherwise defined herein, all capitalized terms
used  herein  and  defined in the Credit  Agreement  referred  to below are used
herein as therein defined.

                              W I T N E S S E T H:

      WHEREAS, Holdings,  Company, the Lenders and the Administrative Agent have
entered into a Fifth Amended and Restated Credit Agreement, dated as of July 27,
2004 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"CREDIT AGREEMENT"); and

      WHEREAS,  Holdings and Company have  requested  that the Lenders amend the
Credit Agreement and enter into a consent in respect of the Credit Agreement and
the Aircraft Chattel Mortgages as set forth below;

      NOW, THEREFORE, it is agreed;

A.    AMENDMENT TO THE CREDIT AGREEMENT

      1. The definition of "AFL III  Equipment"  appearing in Section 1.1 of the
Credit Agreement is hereby amended by (x) deleting the text "thirteen" appearing
therein and (y) inserting the text "twelve" in lieu thereof; by (z) deleting the
text ", N808MC" contained therein.

B.    CONSENT

      1. The Lenders  hereby  consent to amend  Section  4(g)(ii) of each of the
Aircraft  Chattel  Mortgages  to reduce the minimum  required  insured  value in
respect of each Financed Aircraft to an amount not less than $15,000,000.

C.    MISCELLANEOUS PROVISIONS

      1. In order to induce the Lenders to enter into this  Amendment,  Holdings
and Company hereby  represent and warrant to each of the Lenders that (i) all of
the representations and warranties  contained in the Credit Agreement and in the
other Loan Documents are true and correct in all material respects on the Second
Amendment Effective Date (as defined below), both before and after giving effect
to this  Amendment  (unless  such  representations  and  warranties  relate to a
specific earlier date, in which case such  representations  and warranties shall
be true and correct as of such earlier  date),  and (ii) there exists no Default
or Event of

<PAGE>

Default on the Second  Amendment  Effective  Date,  both before and after giving
effect to this Amendment.

      2. This  Amendment is limited as  specified  and shall not  constitute  an
amendment,  modification,  acceptance  or waiver of any other  provision  of the
Credit Agreement or any other Loan Document.

      3. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
executed  by all the  parties  hereto  shall  be  lodged  with  Company  and the
Administrative Agent.

      4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

      5.  This  Amendment  shall  become  effective  on the  date  (the  "SECOND
AMENDMENT EFFECTIVE DATE") when Holdings, Company and the Required Lenders shall
have signed a counterpart  hereof  (whether the same or different  counterparts)
and  shall  have  delivered  (including  by way of  telecopier)  the same to the
Administrative Agent.

      6. From and after Second  Amendment  Effective Date, all references in the
Credit  Agreement and in the other Loan Documents to the Credit  Agreement shall
be deemed to be referenced to the Credit Agreement as modified hereby.

                                      * * *


                                      -2-
<PAGE>

      IN WITNESS WHEREOF,  the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.


                                              ATLAS AIR WORLDWIDE HOLDINGS, INC.

                                              By: /s/ Dorinda Pannozzo
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                              ATLAS AIR, INC.

                                              By: /s/ Dorinda Pannozzo
                                                  ------------------------------
                                                  Name:
                                                  Title:

<PAGE>

                                    DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS, Individually and as Administrative
                                    Agent

                                    By: /s/ David J. Bell
                                        ----------------------------------------
                                        Name:  David J. Bell
                                        Title: Managing Director

                                    By: /s/ Robert M. Wood, Jr.
                                        ----------------------------------------
                                        Name:  Robert M. Wood, Jr.
                                        Title: Director

<PAGE>

                                      NAME OF LENDER:

                                      Canpartners Investments IV, LLC


                                      By: /s/ Mitchell R. Julis
                                          --------------------------------------
                                          Mitchell R. Julis
                                          Managing Director

                                      By: Canpartners Investment IV, LLC,
                                          a California limited liability company

PROPORTIONATE VOTING PROVISIONS

The above signed,  Canpartners  Investments IV, LLC  ("Canyon"),  is a Lender to
Atlas Air, dated as of July 27, 2004 (the "Credit Agreement"). Canyon's approval
of a Consent  and Second  Amendment  to the Fifth  Amended and  Restated  Credit
Agreement has been requested pursuant to the terms of the Credit Agreement.

Canyon  hereby  votes  its  percentage  interest  as a Lender in favor of and/or
against the approval of the Consent and Second  Amendment  to the Fifth Amended
and Restated Credit  Agreement in direct  proportion to the votes of those other
Lenders under the Credit  Agreement  that have voted for or against the approval
of the Consent and Second  Amendment to the Fifth  Amended and  Restated  Credit
Agreement (without counting failure to vote or abstentions.)

              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      NAME OF LENDER:

                                      FERNWOOD RESTRUCTURINGS LIMITED


                                      By: /s/ Robert Gaviglio
                                          --------------------------------------
                                          Name:  Robert Gaviglio
                                          Title: VP

              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      NAME OF LENDER:

                                      FERNWOOD FOUNDATION FUND LLC


                                      By: /s/ Robert Gaviglio
                                          --------------------------------------
                                          Name:  Robert Gaviglio
                                          Title: VP

              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      NAME OF LENDER:

                                      FERNWOOD ASSOCIATES LLC


                                      By: /s/ Robert Gaviglio
                                          --------------------------------------
                                          Name:  Robert Gaviglio
                                          Title: VP

              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      Sankaty Advisors, LLC as Collateral
                                      Manager for Prospect Funding I,
                                      LLC as Term Lender

                                      NAME OF LENDER:

                                      ___________________________


                                      By: /s/ Diane J. Exter
                                          --------------------------------------
                                          Name:  Diane J. Exter
                                          Title: MANAGING DIRECTOR
                                                 PORTFOLIO MANAGER

              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      NAME OF LENDER:

                                      Restoration Holdings Ltd.


                                      By: /s/ Pamela M. Lawrence
                                          --------------------------------------
                                          Name:  Pamela M. Lawrence
                                          Title: Director

              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      NAME OF LENDER:

                                      __________________________


                                      By: /s/ Suzanne Kelcher
                                          --------------------------------------
                                          Name:  Suzanne Kelcher
                                          Title: Attorney-In-Fact
                                                 Royal Bank of Canada

              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>


                                      NAME OF LENDER:

                                      Sankaty High Yield Asset Partners, L.P.


                                      By: /s/ Diane J. Exter
                                          --------------------------------------
                                          Name:  Diane J. Exter
                                          Title: MANAGING DIRECTOR
                                                 PORTFOLIO MANAGER


              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      NAME OF LENDER:

                                      Sankaty High Yield Asset Partners II, L.P.


                                      By: /s/ Diane J. Exter
                                          --------------------------------------
                                          Name:  Diane J. Exter
                                          Title: MANAGING DIRECTOR
                                                 PORTFOLIO MANAGER


              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                     NAME OF LENDER:

                                     Sankaty High Yield Asset Partners III, L.P.


                                     By: /s/ Diane J. Exter
                                         ---------------------------------------
                                         Name:  Diane J. Exter
                                         Title: MANAGING DIRECTOR
                                                PORTFOLIO MANAGER


              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]


<PAGE>

                                      NAME OF LENDER:

                                      U.S. BANK NATIONAL ASSOCIATION


                                      By: /s/ Dale L. Welke
                                          --------------------------------------
                                          Name:  Dale L. Welke
                                          Title: Vice President


              [Signature Page to the Consent and Second Amendment
              to the Fifth Amended and Restated Credit Agreement]