AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1995

REGISTRATION NO. 33-61329

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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AIRBORNE FREIGHT CORPORATION
(Exact name of Registrant as specified in its charter)

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Delaware 91-0837469
(State of Incorporation) (I.R.S. Employer Identification Number)

3101 Western Avenue
Post Office Box 662
Seattle, Washington 98111
(206) 285-4600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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ABX AIR, INC. AIRBORNE FORWARDING CORPORATION
(Exact name of registrant as specified in its (Exact name of registrant as specified in its charter)
charter)
Delaware 91-1091619 Delaware 91-0894946
(State of (I.R.S. Employer (State of Incorporation) (I.R.S. Employer
Incorporation) Identification Number) Identification Number)
145 Hunter Drive 3101 Western Avenue
Wilmington, Ohio 45177 Post Office Box 662
(513) 382-5591 Seattle, Washington 98111
(206) 285-4600

(Address, including zip code, and telephone number, including area code, of
registrant's executive offices)

AIRBORNE FTZ, INC. WILMINGTON AIR PARK, INC.
(Exact name of registrant as specified in its (Exact name of registrant as specified in its charter)
charter)
Ohio 34-1375411 Ohio 34-1261776
(State of (I.R.S. Employer (State of Incorporation) (I.R.S. Employer
Incorporation) Identification Number) Identification Number)
145 Hunter Drive 145 Hunter Drive
Wilmington, Ohio 45177 Wilmington, Ohio 45177
(513) 382-5591 (513) 382-5591

(Address, including zip code, and telephone number, including area code, of
registrant's executive offices)

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ROY C. LILJEBECK
Executive Vice President and Chief Financial Officer
AIRBORNE FREIGHT CORPORATION
3101 Western Avenue
Post Office Box 662
Seattle, Washington 98111
(206) 285-4600
(Name, address, including zip code and telephone number, including area code, of
agent for service)

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Copies to:

J. VERNON WILLIAMS
Riddell, Williams, Bullitt & Walkinshaw
Suite 4400, 1001 Fourth Avenue Plaza
Seattle, Washington 98154
(206) 624-3600
ROBERT M. THOMAS, JR.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000

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2

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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE

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Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to Be Offering Price Aggregate Amount of
Securities to Be Registered Registered(1) Per Security Offering Price Registration Fee
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Debt Securities........................... $100,000,000(1) 100%(2) $100,000,000 $34,483(4)
Guarantees of the Debt Securities......... -- (3) (3) None
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(1) If any Debt Securities are issued at an original issue discount, such
greater amount, and if any Debt Securities are issued in a principal amount
denominated in another currency, currencies or currency unit, such principal
amount, as shall result in an aggregate offering price of $100,000,000.

(2) Estimated solely for the purpose of computing the registration fee.

(3) None of ABX Air, Inc., Airborne Forwarding Corporation, Airborne FTZ, Inc.
or Wilmington Air Park, Inc. will be paid any portion of the proceeds in
respect of the Guarantees.

(4) All of such fee has been paid previously.

The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1995

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1995

[LOGO] $100,000,000

AIRBORNE FREIGHT CORPORATION

% NOTES DUE , 2005

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Interest on the Notes is payable on and of each year,
commencing , 1995. The Notes are not redeemable at the option of the
Company and are not entitled to a sinking fund. The Notes will be issued only in
the form of Global Securities registered in the name of The Depository Trust
Company or its nominee. Settlement for the Notes will be made in immediately
available funds. The Notes will trade in the Depositary's Same-Day Funds
Settlement System until maturity, and secondary market trading activity in the
Notes will therefore settle in immediately available funds. See "Description of
the Notes."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE (1) DISCOUNT (2) COMPANY (1)(3)
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Per Note.................................... % % %
Total....................................... $ $ $

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(1) Plus accrued interest, if any, from , 1995.

(2) The Company, ABX Air, Inc., Airborne Forwarding Corporation, Airborne FTZ,
Inc. and Wilmington Air Park, Inc. have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933.

(3) Before deducting estimated expenses of $239,983 payable by the Company.

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The Notes are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Notes will be ready for
delivery in book-entry form only through the facilities of The Depository Trust
Company in New York, New York, on or about , 1995 against payment
therefor in immediately available funds.

GOLDMAN, SACHS & CO. BA SECURITIES, INC.

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The date of this Prospectus Supplement is , 1995.
4

THE COMPANY

Airborne Express provides door-to-door express delivery of small packages
and documents throughout the United States and to and from most foreign
countries. The Company also acts as an international and domestic freight
forwarder for shipments of any size. A majority of the Company's domestic
shipments are transported on its own airline and owned or contracted ground
transportation vehicles through its Company-owned airport and central sorting
facility in Wilmington, Ohio or one of ten regional hubs. The Company's
principal operating strategy is to be the low cost provider of express services
for high volume corporate customers.

USE OF PROCEEDS

The net proceeds to the Company from the sale of Notes offered hereby,
after deducting the underwriting discount and offering expenses, are estimated
to be $99.1 million and will be applied to reduce indebtedness outstanding under
the Company's revolving bank credit agreement and money market lines of credit.
Such indebtedness was incurred primarily to finance capital expenditures. As of
June 30, 1995, the balance owed under the revolving bank credit agreement and
money market lines of credit was $220.6 million. Amounts outstanding under the
money market lines of credit are generally due in less than 30 days and are
frequently repaid through borrowing under the revolving bank credit agreement,
or reborrowing under the money market lines of credit. Borrowings under the
revolving bank credit agreement are due May 31, 1998, unless extended as
provided in such agreement. Outstanding borrowings under the revolving bank
credit agreement and money market lines of credit bear interest at variable
rates (a weighted average of 6.332% at June 30, 1995).

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

S-2
5

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1995, and as adjusted to reflect the issuance of the Notes offered hereby
and the application of the net proceeds therefrom after deducting estimated
offering expenses and an assumed underwriting discount.

AS OF JUNE 30, 1995
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ACTUAL AS ADJUSTED
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(IN THOUSANDS)

Current Portion of Long Term Debt................................. $ 6,152 $ 6,152
========= =========
Long Term Debt:
Senior Debt:
Bank Debt.................................................... 220,600 121,490
Notes Offered Hereby......................................... -- 100,000
Senior Notes................................................. 100,000 100,000
Revenue Bonds and Other...................................... 13,797 13,797
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Total Senior Debt less current portion.................. 334,397 335,287
Subordinated Debt:
Convertible Subordinated Debentures.......................... 115,000 115,000
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Total Long Term Debt less current portion............... 449,397 450,287
Redeemable Preferred Stock........................................ 3,948 3,948
Shareholders' Equity:
Preferred Stock, without par value, authorized 5,200,000 shares,
no shares issued............................................. -- --
Common Stock, $1.00 par value, authorized 60,000,000 shares,
issued 21,365,486 shares..................................... 21,366 21,366
Additional Paid-In Capital...................................... 185,661 185,661
Retained Earnings............................................... 183,559 183,559
Treasury Stock, 315,150 shares at cost.......................... (971) (971)
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Total Shareholders' Equity................................. 389,615 389,615
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Total Capitalization.................................... $ 842,960 $ 843,850
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S-3
6

SELECTED CONSOLIDATED FINANCIAL DATA

The Selected Consolidated Financial Data below should be read in
conjunction with the more detailed information appearing in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 and Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995, and other documents
available as described under "Incorporation of Certain Documents by Reference"
in the Prospectus. The Selected Consolidated Financial Data for each of the five
years ended December 31, 1994, except for the ratio of earnings to fixed
charges, have been derived from audited financial statements certain of which
are incorporated by reference herein. The Selected Consolidated Financial Data
for the six-month periods ended June 30, 1994 and June 30, 1995 are derived from
unaudited financial statements and, in the opinion of management, include all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the data for such periods.

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
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1990 1991 1992 1993 1994 1994 1995
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(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

EARNINGS STATEMENT DATA:
Revenues:
Domestic........................... $ 982,268 $1,144,791 $1,259,792 $1,484,787 $1,660,003 $ 804,541 $ 894,808
International...................... 199,622 222,256 224,524 235,194 310,756 146,553 181,048
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Revenues................. 1,181,890 1,367,047 1,484,316 1,719,981 1,970,759 951,094 1,075,856
Operating Expenses:
Transportation Purchased........... 388,164 449,811 485,484 543,594 669,648 317,532 385,511
Station and Ground Operations...... 338,851 406,998 461,813 526,661 595,845 290,141 335,926
Flight Operations and
Maintenance...................... 165,768 186,007 221,197 242,120 279,457 131,236 157,372
General and Administrative......... 109,728 120,812 119,989 139,955 145,698 72,268 74,513
Sales and Marketing................ 39,804 45,131 47,335 50,591 53,473 27,332 31,881
Depreciation and Amortization...... 75,279 99,031 120,632 133,940 137,700 67,074 69,648
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Total Operating Expenses....... 1,117,594 1,307,790 1,456,450 1,636,861 1,881,821 905,583 1,054,851
Earnings From Operations............. 64,296 59,257 27,866 83,120 88,938 45,511 21,005
Interest Expense, Net................ 8,857 10,842 18,779 24,093 24,663 12,010 13,689
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Earnings Before Income Taxes......... 55,439 48,415 9,087 59,027 64,275 33,501 7,316
Income Tax Expense................... 21,862 18,416 3,930 23,738 25,440 13,438 3,174
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Net Earnings Before Changes in
Accounting......................... 33,577 29,999 5,157 35,289 38,835 20,063 4,142
Cumulative Effect of Changes in
Accounting......................... -- -- -- 3,828 -- -- --
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Net Earnings......................... 33,577 29,999 5,157 39,117 38,835 20,063 4,142
Preferred Stock Dividends............ 2,548 2,760 2,760 2,760 894 687 139
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Net Earnings Available to Common
Shareholders....................... $ 31,029 $ 27,239 $ 2,397 $ 36,357 $ 37,941 $ 19,376 $ 4,003
========== ========== ========== ========== ========== ========== ==========
Ratio of Earnings to Fixed
Charges(1)......................... 3.60x 2.87x 1.22x 2.61x 2.69x 2.84x 1.26x

BALANCE SHEET DATA (AT PERIOD END):
Working Capital...................... $ 31,215 $ 26,618 $ 50,276 $ 56,521 $ 66,871 $ 57,370 $ 75,751
Property and Equipment............... 419,873 613,149 730,937 733,963 766,346 759,762 806,832
Total Assets......................... 613,534 823,647 964,739 1,002,866 1,078,506 1,046,189 1,124,477
Long-Term Debt....................... 124,163 282,569 429,055 391,400 398,002 399,513 449,397
Redeemable Preferred Stock........... 40,000 40,000 40,000 40,000 5,000 6,000 3,948
Shareholders' Equity................. 263,417 287,344 285,639 318,824 387,398 371,943 389,615

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(1) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of earnings before income taxes plus fixed charges excluding
capitalized interest. Fixed charges consist of interest expense, including
capitalized interest, and the estimated interest expense component of rental
expense.

S-4
7

RECENT DEVELOPMENTS

Net earnings available to common shareholders for the second quarter of
1995 were $2.2 million, or $.10 per share, compared to $13.0 million, or $.61
per share, for the corresponding period in 1994. Total revenues for the second
quarter of 1995 were $545.9 million, an increase of 13% over 1994 second quarter
revenues of $484.5 million. Domestic revenues for the second quarter of 1995
increased 11% to $452.6 million, from 1994 second quarter revenues of $407.7
million, while international revenues increased 21% to $93.3 million compared to
1994 second quarter revenues of $76.9 million.

Net earnings for the first six months of 1995 were $4.0 million, or $.19
per share, compared to $19.4 million, or $.93 per share, for the corresponding
period in 1994. Total revenues increased 13% to $1,075.9 million for the first
six months of 1995 compared to the corresponding period in 1994. Domestic
revenues were $894.8 million for the first six months of 1995, an 11% increase
over the corresponding period in 1994, while international revenues increased
24% to $181.0 million for the first six months of 1995.

Earnings per share on a fully diluted basis for the second quarter of 1995
and 1994 were $.10 and $.57, respectively, and for the first six months of 1995
were $.19 compared to $.89 for the corresponding period in 1994.

Total shipments for the second quarter of 1995 increased 20% to 55.7
million as compared to the second quarter of 1994. During this period domestic
shipments increased 20% to 54.5 million, and international shipments increased
18% to 1.2 million. For the first six months of 1995 total shipments were 110.0
million, 20% higher than in the corresponding period in 1994. Domestic shipments
increased 20% to 107.8 million, while international shipments increased 17% to
2.2 million, compared to shipments in the first six months of 1994.

During the second quarter of 1995, the Company experienced similar
pressures on the average weight and revenue per domestic shipment as were
experienced in the first quarter of 1995, although the downward trend stabilized
during the second quarter. The average weight per domestic shipment was 4.5
pounds per shipment in both the second quarter and first quarter of 1995. The
average revenue per domestic shipment in the second quarter was $8.27 compared
to $8.29 in the first quarter of 1995. The average weight per domestic shipment
decreased 6.2% and the average revenue per domestic shipment decreased 8.0% in
the second quarter of 1995 corresponding to the same period in 1994.

S-5
8

BUSINESS

Airborne Express provides door-to-door express delivery of small packages
and documents through-out the United States and to and from most foreign
countries. The Company also acts as an international and domestic freight
forwarder for shipments of any size. The Company's strategy is to be the low
cost provider of express services for high volume corporate customers.

DOMESTIC OPERATIONS

The Company's domestic operations, supported by over 250 facilities,
primarily involve express door-to-door delivery of small packages and documents
weighing less than 100 pounds. Shipments consist primarily of business documents
and other printed matter, electronic and computer parts, machine parts, health
care items, films and videotapes, and other items for which speed and
reliability of delivery are important.

The Company's primary service is its overnight express product. This
product, which comprised approximately 59% of the Company's domestic shipments
during the first six months of 1995, generally provides for before noon delivery
on the next business day to most major metropolitan cities in the United States.
The Company also provides Saturday and holiday pickup and delivery service for
most cities.

The Company offers a deferred service product, Select Delivery Service(TM)
("SDS"), which provides for next afternoon or second day delivery. SDS service
generally provides for shipments weighing five pounds or less to be delivered on
a next afternoon basis with shipments weighing more than five pounds being
delivered on a second day basis. SDS shipments comprised approximately 41% of
total domestic shipments during the first six months of 1995. SDS shipments are
generally lower priced than the overnight express product reflecting the less
time sensitive nature of the shipments, but are also less capital intensive to
service than overnight express shipments due to reduced service requirements.

While the Company's domestic airline system is designed primarily to handle
express shipments, any available capacity is also utilized to carry shipments
which the Company would normally move on other carriers in its role as an air
freight forwarder.

Pickup and Delivery. The Company accomplishes its door-to-door pickup and
delivery service using approximately 11,900 radio dispatched delivery vans and
trucks, of which about 4,400 are operated by the Company. Independent
contractors under contract with the Company provide the balance of the pickup
and delivery services.

The Company's facilities are linked to FOCUS, a proprietary freight
tracking and message computer system which permits monitoring of overall system
performance and allows the Company and customers to ascertain the status of any
specific shipment. FOCUS receives information using several methods including
the use, by drivers, of hand-held scanners which read bar-coded information on
shipping documents. FOCUS provides many major customers direct access to the
status of their shipments 24 hours a day through the use of their own computer
systems.

Because convenience is an important factor in attracting business from less
frequent shippers, the Company has an ongoing program to place drop boxes in
convenient locations. The Company has approximately 9,000 boxes in service.

Sort Facilities. The majority of overnight express deliveries are routed
through the Company's main sort center located in Wilmington, Ohio. As express
delivery volume has increased, the main sort center has been expanded. The sort
center currently has the capacity to handle approximately 830,000 pieces during
the primary 2 1/2 hour nightly sort operation. In 1995, the Company plans to
expand the nightly sort capacity to handle 865,000 pieces. On average,
approximately 727,000 pieces were sorted each weekday night at the sorting
center during the second quarter of 1995. In addition to the sort facilities,
the Wilmington hub consists of a Company-owned airport which includes
maintenance, storage, training and refueling facilities; and operations and
administrative offices.

S-6
9

The Company also conducts a daylight sort operation at Wilmington. The day
sort services SDS shipments weighing in excess of five pounds that are
consolidated at certain regional hub facilities and either flown or trucked into
or out of Wilmington.

The operation of the Wilmington facility is critical to the Company's
business. The inability to use the Wilmington airport, because of bad weather or
other factors, would have a serious adverse effect on the Company's service.
However, contingency plans, including landing at nearby airports and
transporting packages to and from the sort center by truck, can be implemented
to address temporary inaccessibility of the Wilmington airport.

In addition to the main sort facility at Wilmington, ten regional hub
facilities have been established primarily to sort shipments originating and
having a destination within approximately a 300 mile radius of a regional hub.

In the second quarter of 1995, approximately 61% and 16% of total shipment
weight was handled through the night sort and day sort operations at Wilmington,
respectively, with the remaining 23% being handled exclusively within the
regional hubs.

Shipment Routing. The logistical means of moving a shipment from its origin
to destination are determined by several factors. Shipments are routed
differently depending on shipment product type, weight, geographic distances
between origin and destination, and locations of Company stations relative to
the locations of sort facilities. Shipments generally are moved between stations
and sort facilities on either Company aircraft or contracted trucks. Certain
shipments are transported airport-to-airport on commercial air carriers.

Overnight express shipments and SDS shipments weighing five pounds or less
are picked up by local stations and generally consolidated with other stations'
shipments at Company airport facilities. Shipments that are not serviced through
regional hubs are loaded on Company aircraft departing each week-day evening
from various points within the United States and Canada. These aircraft may stop
at other airports to permit additional locations and feeder aircraft to
consolidate their cargo onto the larger aircraft before completing the flight to
the Wilmington hub. The aircraft are scheduled to arrive at Wilmington between
approximately 11:30 p.m. and 3:00 a.m., at which time shipments are sorted and
reloaded. The aircraft are scheduled to depart before 6:00 a.m. and return to
their respective destinations in time to complete scheduled next business
morning or next afternoon service commitments. The Wilmington hub also receives
shipments via truck from selected stations in the vicinity of Wilmington for
integration with the nightly sort process.

For the daylight sort operation, generally five aircraft return to
Wilmington from overnight service destinations on Tuesday through Thursday.
These aircraft, and trucks from six regional hubs, arrive at Wilmington between
10:00 a.m. and noon, at which time shipments are sorted and reloaded on the
aircraft or trucks by 3:00 p.m. for departure and return to their respective
destinations.

The Company also performs weekend sort operations at Wilmington to
accommodate Saturday pickups and Monday deliveries of both overnight express and
SDS shipments. This sort is supported by eleven Company aircraft and by
contracted trucks.

The Company believes its existing facilities and capacity are adequate to
meet its current needs.

Aircraft. The Company acquires and utilizes used aircraft manufactured in
the late 1960s and early 1970s. Upon acquisition, the aircraft are substantially
modified by the Company. At June 30, 1995, the Company's in-service fleet
consisted of a total of 101 aircraft, including 31 DC-8s (consisting of 11
series 61, 6 series 62 and 14 series 63), 59 DC-9s (consisting of 2 series 10,
40 series 30 and 17 series 40), and 11 YS-11 turboprop aircraft. The Company
owns the majority of the aircraft it operates, but has completed sale-leaseback
transactions with respect to six DC-8 and six DC-9 aircraft. In addition,
approximately 65 smaller aircraft are chartered nightly to connect small cities
with Company aircraft that then operate to and from Wilmington.

S-7
10

At June 30, 1995, the nightly lift capacity of the system was about 3.2
million pounds versus approximately 3.1 million pounds and 2.8 million pounds at
years ended 1994 and 1993, respectively. Over the past several years the
Company's utilization of available lift capacity has exceeded 80%.

INTERNATIONAL OPERATIONS

The Company provides international express door-to-door delivery and a
variety of freight services. These services are provided in most foreign
countries on an inbound and outbound basis through a network of Airborne offices
and independent agents. Most international deliveries are accomplished within 24
to 96 hours of pickup.

The Company's domestic stations are staffed and equipped to handle
international shipments to or from almost anywhere in the world. In addition to
its extensive domestic network, the Company operates its own offices in the Far
East, Australia, New Zealand, and the United Kingdom. The Company's freight and
express agents worldwide are connected to FOCUS, Airborne's on-line
communication network. The Company is capable of providing its customers with
immediate access to the status of shipments via FOCUS almost anywhere in the
world.

The Company's international air express service is intended for the
movement of non-dutiable and certain dutiable shipments weighing less than 99
pounds. The Company's international air freight service handles heavier weight
shipments on either an airport-to-airport, door-to-airport or door-to-door
basis. In 1994, the Company began offering ocean service capabilities for
customers who want a lower cost shipping option.

The Company's strategy is to use a variable-cost approach in delivering and
expanding international services to its customers. This strategy uses existing
commercial airline lift capacity in connection with the Company's domestic
network to move shipments to overseas destinations. Additionally, exclusive
service arrangements with independent freight and express agents have been
entered into to accommodate shipments in locations not currently served by
Company-owned operations. The Company believes there are no significant service
advantages which would justify the operation of its own aircraft on
international routes, or making significant investment in additional offshore
facilities or ground operations. As a result, the Company's ability to provide
competitive international delivery service is dependent upon the continued
availability and cost of other airlines' freight services. In order to expand
its business at a reasonable cost, the Company continues to explore possible
joint venture agreements which combine the Company's management expertise,
domestic express system and information systems with local business knowledge
and market reputation of suitable partners.

COMPETITION

The market for the Company's services has been and is expected to remain
highly competitive. The principal competitive factors in both domestic and
international markets are price, the ability to provide reliable pickup and
delivery, and value-added services.

Federal Express Corporation continues to be the dominant competitor in the
domestic express business, followed by United Parcel Service. The Company
currently ranks third in shipment volume behind these two companies in the
domestic express business. Other domestic express competitors include the U.S.
Postal Service's Express Mail Service and several other transportation companies
offering next morning or next-plane-out delivery service. The Company also
competes to some extent with companies offering ground transportation services
and with facsimile and other forms of electronic transmission.

In the international markets, in addition to Federal Express and United
Parcel Service, the Company competes with DHL, TNT and other air freight
forwarders or carriers and most commercial airlines.

S-8
11

EMPLOYEES

As of June 30, 1995, the Company and its subsidiaries had approximately
11,200 full-time employees and 7,300 part-time and casual employees.
Approximately 5,100 full-time employees (including the Company's 600 pilots) and
3,100 part-time and casual employees are employed under union contracts,
primarily with locals of the International Brotherhood of Teamsters and
Warehousemen. Most labor agreements covering the Company's ground personnel were
renegotiated in 1994 or 1995 for four-year terms expiring in 1998 or 1999. The
Company's pilots are covered by a contract which became amendable on July 31,
1995. Negotiations are ongoing and, although there can be no assurance, the
Company believes this contract will be settled without any significant
disruption or work stoppage. The Company considers its employee relations to be
good.

SHIPMENT DATA SUMMARY

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------- ------------------
1992 1993 1994 1994 1995
------- ------- ------- ------- -------

Number of Shipments (in thousands):
Domestic
Overnight............................ 96,715 109,863 118,055 58,062 63,349
Select Delivery Service.............. 33,136 50,355 69,053 31,504 44,280
100 lbs. and over.................... 335 350 352 176 162
------- ------- ------- ------- -------
Total Domestic.................. 130,186 160,568 187,460 89,742 107,791
------- ------- ------- ------- -------
International
Express.............................. 2,886 3,139 3,473 1,663 1,949
All Other............................ 416 406 481 234 272
------- ------- ------- ------- -------
Total International............. 3,302 3,545 3,954 1,897 2,221
------- ------- ------- ------- -------
Total Shipments......................... 133,488 164,113 191,414 91,639 110,012
======= ======= ======= ======= =======
Average Pounds Per Shipment:
Domestic................................ 4.8 4.8 4.8 4.7 4.5
International........................... 46.7 47.1 64.1 63.2 65.0
Average Revenue Per Pound:
Domestic................................ $ 2.04 $ 1.94 $ 1.85 $ 1.89 $ 1.81
International........................... $ 1.46 $ 1.41 $ 1.22 $ 1.21 $ 1.26
Average Revenue Per Shipment:
Domestic................................ $ 9.68 $ 9.23 $ 8.84 $ 8.97 $ 8.28
International........................... $ 68.00 $ 66.35 $ 78.59 $ 77.26 $ 81.52

In recent periods, the lower yielding SDS shipments have grown at a faster
rate than the Company's higher yielding overnight shipments. SDS shipments
increased 37% in 1994 compared to 1993, and 41% in the first six months of 1995
compared to the same period in 1994. Overnight shipments increased 7% and 9% in
1994 and the first six months of 1995, respectively. Domestic yields in the
first six months of 1995 were negatively impacted by a decline in the average
weight per shipment. Coupled with the higher growth rate of lower yielding SDS
shipments, this resulted in a higher than normal decline in the average revenue
per domestic shipment. For a discussion of the Company's results of operations,
reference is made to "Management's Discussion and Analysis of Results of
Operations and Financial Condition" in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 and the Company's Quarterly Reports on Form
10-Q which are incorporated herein by reference.

S-9
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LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity for financing capital
expenditures and operations have included cash provided by operations, bank
borrowings, aircraft sale-leaseback financings and public and private offerings
of debt and equity.

Capital expenditures and associated financing continue to be the primary
factors affecting the financial condition of the Company. The Company currently
anticipates total capital expenditures to approximate $230 million in 1995, of
which a significant portion is related to the acquisition and modification of
aircraft. During the first six months of 1995, total capital expenditures net of
dispositions were $106 million. The principal sources of liquidity for financing
capital expenditures during the first six months of 1995 were cash provided by
operations and financing under the Company's bank lines of credit.

The Company's unsecured revolving bank credit agreement has traditionally
been used as a major source of liquidity for periods between other financing
transactions. The Company also currently has available $65 million under
unsecured uncommitted money market lines of credit with several banks, used in
conjunction with the revolving credit agreement to facilitate settlement and
accommodate short-term borrowing fluctuations. At June 30, 1995, a total of
$220.6 million was outstanding under the revolving bank credit and money market
credit lines.

The Company amended its revolving bank credit agreement effective March 31,
1995, increasing the total commitment to $250 million, subject to a maximum
level of Company indebtedness permitted by certain covenants in the agreement
and other loan agreements. The amended agreement is effective through May 31,
1998, with options to extend to May 31, 2000.

In management's opinion, proceeds from the offering made hereby, coupled
with anticipated cash provided by operations and borrowing capacity available
under the existing bank credit agreements, will provide adequate flexibility for
financing future growth.

S-10
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DESCRIPTION OF THE NOTES

The Notes are a series of Debt Securities described in the accompanying
Prospectus. The following description of the terms of the Notes, referred to in
the Prospectus as "Offered Securities," supplements, and to the extent
inconsistent therewith, replaces, the description of the general terms and
provisions of Debt Securities set forth in the Prospectus, to which description
reference is hereby made. Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Prospectus.

GENERAL

The Notes will be limited to $100,000,000 aggregate principal amount and
will mature on , 2005. The Notes will bear interest at the rate per
annum shown on the cover of this Prospectus Supplement from , 1995
or from the most recent Interest Payment Date to which interest has been paid or
provided for, payable semi-annually on and of each year to
the Person in whose name the Note (or any predecessor Note) is registered at the
close of business on the or , as the case may be, next
preceding such Interest Payment Date. The Notes will be issued in registered
form in denominations of $1,000 and integral multiples thereof. Interest will be
calculated on the basis of a 360-day year of twelve 30-day months. The Notes are
not redeemable at the option of the Company and are not entitled to a sinking
fund.

BOOK-ENTRY SYSTEM

The Notes will be represented by Global Securities that will be deposited
with, or on behalf of, The Depository Trust Company (the "Depositary") and
registered in the name of a nominee of the Depositary.

The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. The Depositary was created to hold securities of its participating
organizations ("participants") and to facilitate the clearance and settlement of
securities transactions, such as transfers and pledges, among its participants
in such securities through electronic computerized book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. Participants include securities brokers and dealers
(including the Underwriters), banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. Persons who are not participants may beneficially own securities
held by the Depositary only through participants.

Unless and until they are exchanged in whole or in part for certificated
Notes in definitive form, the Global Securities may not be transferred except as
a whole by the Depositary to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary.

The Notes represented by the Global Securities are exchangeable for
certificated Notes in definitive registered form of like tenor as such Notes in
denominations of $1,000 and in any greater amount that is an integral multiple
thereof if (i) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the Global Securities or if at any time the
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (ii) the Company in its discretion at any time
determines not to have all of the Notes represented by the Global Securities and
notifies the Trustee thereof or (iii) an Event of Default with respect to the
Notes represented by such Global Securities has occurred and is continuing. Any
Notes that are exchangeable pursuant to the preceding sentence are exchangeable
for certificated Notes issuable in authorized denominations and

S-11
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registered in such names as the Depositary shall direct. Subject to the
foregoing, the Global Securities are not exchangeable except for a Global
Security or Global Securities of the same aggregate denominations to be
registered in the name of the Depositary or its nominee.

Payments of principal of and interest on the Notes will be made by the
Company through the Trustee to the Depositary or its nominee, as the case may
be, as the registered owner of the Global Securities. Neither the Company nor
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests. The Company expects
that the Depositary, upon receipt of any payment of principal or interest in
respect of the Global Securities, will credit the accounts of the related
participants with payment in amounts proportionate to their respective holdings
in principal amount of beneficial interest in the Global Securities as shown on
the records of the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in the Global Securities will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
participants.

Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Securities will trade in the Depositary's Same-Day Funds Settlement
System, in which secondary market trading activity in those beneficial interests
will be required by the Depositary to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in such beneficial interests.

A further description of the Depositary's procedures with respect to the
Notes is set forth in the accompanying Prospectus under the heading "Description
of Debt Securities -- Book-Entry Debt Securities."

S-12
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UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below (the "Underwriters"), and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes set forth opposite its name below:

PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
----------- ---------

Goldman, Sachs & Co.......................................... $
BA Securities, Inc...........................................
------------
Total................................................... $100,000,000
============

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.

The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of % of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
% of the principal amount of the Notes to certain brokers and dealers.
After the Notes are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.

The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes but are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Notes.

Affiliates of BA Securities, Inc. have performed commercial banking
services for the Company in the past for which they received customary
compensation. In addition, Bank of America, N.T. & S.A., and Seattle-First
National Bank, affiliates of BA Securities, Inc., are lenders under the
Company's revolving bank credit agreement and Seattle-First National Bank has
extended a money market line of credit to the Company. Affiliates of BA
Securities, Inc. may receive more than 10% of the net proceeds from this
offering (not including any underwriting compensation) in repayment of certain
indebtedness of the Company. Accordingly, this offering is being made in
accordance with Section 44(c)(8) of Article III of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. Richard M. Rosenberg,
Chairman and Chief Executive Officer of BankAmerica Corporation, the parent of
BA Securities, Inc., is a director of the Company and Robert S. Cline, Chief
Executive Officer of the Company, is a director of Seattle-First National Bank.

The Company and the Guarantors have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.

VALIDITY OF SECURITIES

The validity of the Notes offered hereby will be passed upon for the
Company by Riddell, Williams, Bullitt & Walkinshaw, Seattle, Washington, and for
the Underwriters by Sullivan & Cromwell, New York, New York. Members of the firm
of Riddell, Williams, Bullitt & Walkinshaw owned an aggregate of approximately
13,565 shares of the Company's Common Stock as of September 1, 1995. Mr. J.
Vernon Williams, a partner of Riddell, Williams, Bullitt & Walkinshaw, serves as
assistant secretary of the Company, and other partners of the firm serve as
officers and/or directors of certain subsidiaries of the Company.

S-13
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EXPERTS

The consolidated financial statements of the Company as of December 31,
1994 and 1993, and for each of the three years in the period ended December 31,
1994, have been audited by Deloitte & Touche LLP, independent auditors, as set
forth in their report with respect thereto (which report expresses an
unqualified opinion and includes an explanatory paragraph referring to the
adoption, as of January 1, 1993, of Statements of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" and No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions"), and are incorporated by reference
herein in reliance upon such report given upon the authority of said firm as
experts in accounting and auditing.

S-14
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SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1995

AIRBORNE FREIGHT CORPORATION

DEBT SECURITIES

------------------------

The Company may from time to time offer Debt Securities consisting of
debentures, notes and/or other unsecured evidences of indebtedness in one or
more series at an aggregate initial offering price not to exceed $100,000,000 or
its equivalent in any other currency or composite currency. The Debt Securities
may be offered as separate series in amounts, at prices and on terms to be
determined at the time of sale. The accompanying Prospectus Supplement sets
forth with regard to the series of Debt Securities in respect of which this
Prospectus is being delivered the title, aggregate principal amount,
denominations (which may be in United States dollars, in any other currency or
in a composite currency), maturity, rate, if any (which may be fixed or
variable), and time of payment of any interest, any terms for redemption at the
option of the Company or the holder, any terms for sinking fund payments, any
listing on a securities exchange and the initial public offering price and any
other terms in connection with the offering and sale of such series of Debt
Securities. The Debt Securities will be fully and unconditionally, and jointly
and severally, guaranteed by ABX Air, Inc. ("ABX") and Airborne Forwarding
Corporation ("AFC"), wholly-owned subsidiaries of the Company, and Airborne FTZ,
Inc. ("FTZ") and Wilmington Air Park, Inc. ("WAP"), wholly-owned subsidiaries of
ABX. ABX, AFC, FTZ and WAP are referred to collectively as the "Guarantors."
These guarantees will rank pari passu with the guarantees provided to the banks
under the Company's revolving bank credit agreement.

The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include Goldman, Sachs & Co. and BA Securities, Inc., or may be
a group of underwriters represented by firms including Goldman, Sachs & Co. and
BA Securities, Inc. Goldman, Sachs & Co. and BA Securities, Inc. may also act as
agents. The accompanying Prospectus Supplement sets forth the names of any
underwriters or agents involved in the sale of the Debt Securities in respect of
which this Prospectus is being delivered, the principal amounts, if any, to be
purchased by underwriters and the compensation, if any, of such underwriters or
agents. See "Plan of Distribution" for possible indemnification arrangements for
underwriters, agents and their controlling persons.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

GOLDMAN, SACHS & CO. BA SECURITIES, INC.

------------------------

The date of this Prospectus is , 1995.
18

AVAILABLE INFORMATION

Airborne Freight Corporation ("Airborne," "Airborne Express" or the
"Company," which terms include its subsidiaries unless the context indicates
otherwise) is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Commission's Regional
Offices located at 7 World Trade Center, Suite 1300, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104.

The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of each document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each statement is
qualified in its entirety by such reference. No separate financial statements of
the Guarantors are included herein. The Company and the Guarantors do not
consider such financial statements to be material to holders of the Debt
Securities. The Company's non-guarantor subsidiaries are inconsequential, both
individually and in the aggregate, to the Company's consolidated financial
statements.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-6512)
pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended;

2. The Company's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1995 and for the quarter ended June 30, 1995, as amended;

3. The Company's Current Report on Form 8-K, dated April 25, 1995;
and

4. All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this offering.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents which are incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests should be directed to the Company, P.O. Box 662,
Seattle, Washington 98111, Attention: David C. Anderson, Corporate
Secretary/Counsel, telephone: (206) 285-4600.

Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such

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statement. Any statement so modified shall not be deemed to constitute a part of
this Prospectus except as so modified, and any statement so superseded shall not
be deemed to constitute part of this Prospectus.

THE COMPANY

Airborne is a Delaware corporation organized on May 10, 1968. The Company's
executive offices are located at 3101 Western Avenue, Post Office Box 662,
Seattle, Washington 98111, telephone: (206) 285-4600.

USE OF PROCEEDS

Except as may be set forth in an applicable Prospectus Supplement
accompanying this Prospectus, the net proceeds to be received by the Company
from the issuance of up to $100,000,000 aggregate principal amount of the
Company's debt securities (the "Debt Securities") offered hereby will be used to
reduce indebtedness outstanding under the Company's revolving bank credit
agreement and money market lines of credit.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued under an Indenture (the "Indenture"),
as amended by a First Supplemental Indenture among the Company, ABX, AFC, FTZ,
WAP and The Bank of New York, as Trustee (the "Trustee"). The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture, including the definitions therein of certain terms.
Wherever particular Sections or defined terms of the Indenture are referred to
herein or in a Prospectus Supplement, such Sections or defined terms are
incorporated herein or therein by reference.

The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series of Debt Securities offered by any Prospectus
Supplement will be described in such Prospectus Supplement relating to such
series.

GENERAL

The Indenture does not limit the aggregate amount of Debt Securities which
may be issued thereunder, and Debt Securities may be issued thereunder from time
to time in separate series up to the aggregate amount from time to time
authorized by the Company for each series. The Debt Securities will be unsecured
and unsubordinated obligations of the Company. The Debt Securities will rank
senior in right of payment to all subordinated indebtedness of the Company,
presently consisting of 10% Senior Subordinated Debt and 6 3/4% Convertible
Subordinated Debentures, and will rank pari passu in right of payment with all
borrowings and other obligations of the Company and its subsidiaries under the
Company's revolving bank credit agreement.

The applicable Prospectus Supplement will describe the following terms of
the series of Debt Securities ("Offered Securities") in respect of which this
Prospectus is being delivered: (1) the title of the Offered Securities; (2) any
limit on the aggregate principal amount of the Offered Securities; (3) whether
any of the Offered Securities are to be issuable in permanent global form and,
if so, the

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terms and conditions, if any, upon which interests in such Offered Securities in
global form may be exchanged, in whole or in part, for the individual Offered
Securities represented thereby; (4) the person to whom any interest on any
Offered Security of the series shall be payable if other than the person in
whose name the Offered Security is registered on the Regular Record Date; (5)
the date or dates on which the principal of the Offered Securities will be
payable; (6) the rate or rates at which the Offered Securities will bear
interest, if any; (7) the date or dates from which any such interest will
accrue, the Interest Payment Dates on which any such interest on the Offered
Securities will be payable and the Regular Record Date for any interest payable
on any Interest Payment Date; (8) the place or places where the principal of,
premium (if any) and interest on the Offered Securities will be payable; (9) the
period or periods within which, and the price or prices at which, the Offered
Securities may, pursuant to any optional or mandatory provisions, be redeemed or
purchased, in whole or in part, by the Company and any terms and conditions
relevant thereto; (10) the denominations in which any Offered Securities will be
issuable, if other than denominations of $1,000 and any integral multiple
thereof; (11) the currency, currencies or currency units of payment of principal
of and any premium and interest on the Offered Securities if other than U.S.
dollars; (12) any index used to determine the amount of payments of principal of
and any premium and interest on the Offered Securities; (13) if the principal of
or premium (if any) or interest on the Offered Securities is to be payable, at
the election of the Company or a Holder thereof, in one or more currencies or
currency units other than that or those in which the Offered Securities are
stated to be payable, such currency, currencies or currency units and the
periods within which and the terms and conditions upon which such election is to
be made; (14) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities of the series which will be payable
upon declaration of the acceleration of the Maturity thereof; (15) any Events of
Default with respect to the Offered Securities, if not otherwise set forth under
"Events of Default;" (16) the applicability of the provisions described under
"Defeasance;" and (17) any other terms of the Offered Securities not
inconsistent with the provisions of the Indenture.

Debt Securities may be issued at a discount from their principal amount.
Federal income tax considerations and other special considerations applicable to
any such Original Issue Discount Securities will be described in the applicable
Prospectus Supplement.

If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
the restrictions, elections, general tax considerations, specific terms and
other information with respect to such issue of Debt Securities and such foreign
currency or currencies or foreign currency unit or units will be set forth in
the applicable Prospectus Supplement.

GUARANTEES

The Debt Securities will be fully and unconditionally, and jointly and
severally, guaranteed as to the payment of principal, premium (if any) and
interest by ABX, AFC, FTZ and WAP pursuant to guarantees (the "Guarantees").
These Guarantees will rank pari passu with the guarantees provided to the banks
under the Company's revolving bank credit agreement. ABX, AFC, FTZ and WAP may
be released from their respective obligations under the Guarantees as described
under "Defeasance."

As wholly-owned direct or indirect subsidiaries of the Company and ABX,
ABX, AFC, FTZ and WAP are subject to control by the Company with respect to
their financing activities, the disposition of their assets and otherwise. The
Indenture contains no restriction on the ability of ABX, AFC, FTZ or WAP to
transfer their assets to the Company, by dividend or otherwise, or on the
ability of the Company to dispose of or encumber the assets of ABX, AFC, FTZ or
WAP to finance or satisfy obligations of the Company, except to the extent
limited by the covenants described in "Limitations on Liens" and "Limitations on
Sale and Leaseback Transactions" in "Certain Covenants," below. Accordingly,
there can be no assurance that there would be sufficient assets available at
ABX, AFC, FTZ or WAP to satisfy any claim of the Holders of the Debt Securities
under the Guarantees. Although the Company has no present intent to transfer by
dividend or otherwise, dispose of, or otherwise encumber the assets of ABX,

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AFC, FTZ or WAP to finance or satisfy obligations of the Company, ABX, AFC, FTZ
and WAP may from time to time transfer, dispose of or encumber their assets as
permitted by the Indenture.

In addition, various laws, including laws relating to fraudulent
conveyances, enacted for the protection of creditors may be utilized to
challenge the Guarantees to the extent that ABX, AFC, FTZ or WAP did not receive
fair consideration or reasonably equivalent value for the Guarantees. To the
extent that the Guarantees were voided or held unenforceable as a fraudulent
conveyance or otherwise, the Holders of the Debt Securities would cease to be
creditors of ABX, AFC, FTZ or WAP as the case may be, and would be creditors
solely of the Company. In such event, the claims of the Holders of the Debt
Securities against the assets of ABX, AFC, FTZ or WAP would be subject, to such
extent, to the prior payment of all liabilities of ABX, AFC, FTZ or WAP,
respectively.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal, premium (if any) and interest on the Debt Securities will be
payable, and the exchange of and the transfer of Debt Securities will be
registrable, at the office or agency of the Company maintained for such purpose
and at any other office or agency maintained for such purpose. (Sections 301,
305 and 1002) Unless otherwise indicated in the applicable Prospectus
Supplement, the Debt Securities will be issued in denominations of $1,000 and
any integral multiple thereof. (Section 302) No service charge will be made for
any registration of transfer or exchange of the Debt Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith. (Section 305)

All moneys paid by the Company to a Paying Agent for the payment of
principal of any premium or interest on any Debt Security which remain unclaimed
for two years after such principal, premium or interest has become due and
payable may be repaid to the Company and thereafter the Holder of such Debt
Security may look only to the Company for payment thereof. (Section 1003)

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Depositary or its nominee
identified in the applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole or in part for Debt
Securities in registered form, a Global Security may not, subject to certain
exceptions, be registered for transfer or exchange except to the Depositary for
such Global Security or a nominee of such Depositary. (Sections 204 and 305)

The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the applicable Prospectus Supplement. The Company expects
that the following provisions will apply to depositary arrangements.

Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interest in such Global Security will be limited to participants or Persons that
may hold interests through participants. Ownership of beneficial interests by
participants in such Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the

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22

Depositary for such Global Security. Ownership of beneficial interests in such
Global Security by Persons that hold through participants will be shown on, and
the transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in certificated form. The foregoing limitations and
such laws may impair the ability to transfer beneficial interests in such Global
Securities.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the Indenture. Unless
otherwise specified in the applicable Prospectus Supplement, owners of
beneficial interests in such Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in certificated form and will not be considered the
Holders thereof for any purposes under the Indenture. (Sections 204 and 305)
Accordingly, each Person owning a beneficial interest in such Global Security
must rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such Person owns
its interest, to exercise any rights of a Holder under the Indenture. The
Company understands that under existing industry practices, if the Company
requests any action of Holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a Holder is
entitled to give or take under the Indenture, the Depositary would authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.

Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.

CERTAIN COVENANTS

Limitation on Liens. The Indenture provides that the Company will not, and
will not permit any Restricted Subsidiary (as defined below), to incur any lien
on any Principal Property (as defined below) to secure any debt without making,
or causing such Restricted Subsidiary to make, effective provision for securing
the Debt Securities (and, if the Company shall so determine, any other debt of
the Company which is not subordinate to the Debt Securities or of such
Restricted Subsidiary) (x) equally and ratably with such debt as to such
Principal Property for so long as such debt shall be so secured or (y) in the
event such debt is debt of the Company which is subordinate in right of payment
to the Debt Securities, prior to such debt as to such Principal Property for so
long as such debt shall be so secured unless the sum of (i) the amount of debt
secured by a lien and otherwise prohibited by the Indenture and (ii) the
Attributable Value (as defined below) of all sale and leaseback transactions
otherwise prohibited by the Indenture does not exceed 15% of Consolidated Net
Tangible Assets (as defined below). (Section 1008) This limitation does not
apply to (i) liens with respect to debt existing on the date of the Indenture,
(ii) liens securing only the Debt Securities, (iii) liens in favor of the
Company, (iv) liens on property existing immediately prior to the time of
acquisition thereof and not in anticipation of the financing of such
acquisition, (v) liens to secure industrial revenue or development bonds, (vi)
liens on property to secure debt incurred to finance all or part of the cost of
acquiring, repairing, constructing or improving such property so long as the
commitment of the creditor to extend the credit secured by such lien is made no
later than 120 days after the later of (A) the completion of the acquisition,
substantial repair or substantial improvement of such Principal Property and (B)
the placing in operation of such Principal Property, (vii) liens to secure debt
incurred to extend, renew, refinance or refund debt secured by liens referred to
in the foregoing clauses (i) to (vi) so long as such lien does not extend to any
other property and the debt so secured is not increased, and (viii) subject to
certain conditions, liens securing debt owing by the Company to a wholly-owned
subsidiary.

Limitation on Sale and Leaseback Transactions. The Indenture provides that
the Company will not, and will not permit any Restricted Subsidiary to, enter
into any sale and leaseback transaction with

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23

respect to any Principal Property (except for a term, including any renewal
thereof, not exceeding 36 months), unless (i) the Company or such Restricted
Subsidiary would be entitled to enter into such sale and leaseback transaction
as described in the first sentence of the immediately preceding paragraph
without equally and ratably securing the Debt Securities, (ii) the commitment by
the purchaser is obtained no later than 120 days after the later of (A) the
completion of the acquisition, substantial repair or substantial improvement of
such Principal Property or (B) the placing in operation of such Principal
Property, or (iii) the Company or such Restricted Subsidiary applies to the
retirement of Debt Securities or other debt of the Company or a Restricted
Subsidiary (other than debt that is subordinated in right of payment to the Debt
Securities) an amount equal to (A) either (i) the lesser of the net proceeds of
the sale or transfer or the book value at the date of such sale or transfer of
the Principal Property leased, if the transaction is for cash, or (ii) the fair
market value of the Principal Property leased, if the transaction is for other
than cash, minus (B) an amount equal to the principal amount of Debt Securities
delivered to the Trustee within such 90 days for cancellation and the principal
amount of debt voluntarily retired within such 90 days. (Section 1009)

Certain Definitions. "Restricted Subsidiary" means, at any time, any
corporation of which: (i) more than 50% of the voting stock at such time is
owned or controlled by the Company or by one or more of the other Restricted
Subsidiaries, (ii) the operating assets and principal business at such time
shall be carried on within the United States or Canada and (iii) which at such
time owns a Principal Property. "Principal Property" means any property of
whatever character owned by or leased to the Company or a Restricted Subsidiary
having an acquisition cost plus capitalized improvements in excess of 0.5% of
Consolidated Net Tangible Assets as well as capital stock and indebtedness of
all Restricted Subsidiaries. The Company estimates that as of June 30, 1995, the
book value of the Principal Property of the Company and its subsidiaries,
consisting primarily of aircraft, was approximately $603 million. "Attributable
Value" means (i) as to any particular lease under which the Company or a
Restricted Subsidiary is at the time liable other than a capital lease
obligation, and at any date as of which the amount thereof is to be determined,
the total net amount of rent required to be paid by the Company or such
Restricted Subsidiary under such lease during the initial term thereof as
determined in accordance with generally accepted accounting principles,
discounted from the last date of such initial term to the date of determination
at a rate per annum equal to the discount rate which would be applicable to a
capital lease obligation with like term in accordance with generally accepted
accounting principles and (ii) as to a capital lease obligation under which the
Company or such Restricted Subsidiary is at the time liable and at any date as
of which the amount thereof is to be determined, the capitalized amount thereof
that would appear on the face of a balance sheet of such Person in accordance
with generally accepted accounting principles. "Consolidated Net Tangible
Assets" means the aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all current liabilities
and (ii) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles of the Company and its
consolidated subsidiaries, all as set forth on the most recent balance sheet of
the Company and its consolidated subsidiaries prepared in accordance with
generally accepted accounting principles. As of June 30, 1995, the Consolidated
Net Tangible Assets of the Company and its subsidiaries was approximately $894
million.

EVENTS OF DEFAULT

The following are Events of Default under the Indenture with respect to the
Debt Securities of any series: (a) failure to pay the principal of or premium
(if any) on any Debt Security of that series when due; (b) failure to pay any
interest on any Debt Security of that series when due, continued for 30 days;
(c) default in the deposit of any sinking fund payment when and as due by the
terms of a Debt Security of that series; (d) failure to perform any other
covenant of the Company in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Debt Securities other than that
series), continued for 60 days after written notice as provided in the
Indenture; (e) a default under any indebtedness for money borrowed by the
Company or a Restricted Subsidiary (including a default with respect to Debt
Securities of any series other than that series) which default shall constitute
a failure to pay any portion of such indebtedness in an amount exceeding
$5,000,000 when due and payable after

7
24

the expiration of any applicable grace period with respect thereto or shall have
resulted in such indebtedness in an amount exceeding $5,000,000 becoming or
being declared due and payable prior to the date on which it would otherwise
have become due and payable, if such indebtedness is not discharged, or such
acceleration is not annulled, within 10 days after written notice as provided in
the Indenture; and (f) certain events in bankruptcy, insolvency or
reorganization relating to the Company. (Section 501) Subject to the provisions
of the Indenture relating to the duties of the Trustee in case an Event of
Default (as defined) shall occur and be continuing, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Debt Securities of that series.
(Section 512)

If an Event of Default with respect to Outstanding Debt Securities of any
series shall occur and be continuing, either the Trustee or the Holders of at
least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series may declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Debt Securities
of that series to be due and payable immediately; provided, however, that after
such acceleration, but before a judgment or decree based on acceleration, the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration if all Events of Default, other than the non-payment of
accelerated principal, have been cured or waived as provided in the Indenture.
(Section 502) For information as to waiver of defaults, see "Modification and
Waiver."

No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default and unless also the Holders of
at least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request, and offered reasonable indemnity,
to the Trustee to institute such proceeding as trustee, and the Trustee shall
not have received from the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of that series a direction inconsistent with
such request and shall have failed to institute such proceeding within 60 days.
(Section 507) However, such limitations do not apply to a suit instituted by a
Holder of a Debt Security for the enforcement of payment of the principal of or
premium (if any) or interest on such Debt Security on or after the respective
due dates expressed in such Debt Security. (Section 508)

The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1004)

MERGER AND CONSOLIDATION

The Company may not consolidate with or merge into any other corporation or
transfer or lease all or substantially all of its assets to any person unless,
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing and the corporation formed by such
consolidation or into which the Company is merged or the corporation which
acquires or leases all or substantially all of its assets, (i) is organized
under the laws of the United States or any state thereof or the District of
Columbia and (ii) assumes all the obligations of the Company under the Debt
Securities and the Indenture. (Section 801)

Unless otherwise disclosed in the applicable Prospectus Supplement, the
provisions of the Indenture would not necessarily afford Holders of the Debt
Securities protection in the event of a highly leveraged

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25

transaction, reorganization, restructuring, merger, change of control or similar
transaction involving the Company that may adversely affect the Holders.

MODIFICATION AND WAIVER

Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of 66 2/3% in aggregate
principal amount of the Outstanding Debt Securities of each series affected
thereby; provided, however, that no such modification or amendment may, without
the consent of the Holder of each Outstanding Debt Security affected thereby,
(a) change the Stated Maturity of the principal of, or any installment of
interest on, any Debt Security, (b) reduce the principal amount of, or the
premium (if any) or the interest on, any Debt Security, (c) reduce the amount of
principal of an Original Issue Discount Security payable upon acceleration of
the maturity thereof, (d) change the place or currency of payment of principal
of, or the premium (if any) or interest on, any Debt Security, (e) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security, (f) reduce the above-stated percentage of Outstanding Debt
Securities of that series necessary to modify or amend the Indenture, or (g)
reduce the percentage of aggregate principal amount of Outstanding Debt
Securities of that series necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults. (Section 902)

The Holders of 66 2/3% in aggregate principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive compliance by the Company with the restrictive
covenants contained in Sections 1008 and 1009. (Section 1010) The Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of any
series may on behalf of the Holders of all Debt Securities of that series waive
any past default under the Indenture, except a default in the payment of
principal, premium (if any) or interest. (Section 513)

DEFEASANCE

Unless otherwise indicated in the applicable Prospectus Supplement with
respect to the Debt Securities of a series (i) the Company will be discharged
from any and all obligations in respect of the Debt Securities of such series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series to replace destroyed, stolen, lost or mutilated Debt
Securities of such series, and to maintain Paying Agents and hold moneys for
payment in trust) ("legal defeasance") and ABX, AFC, FTZ and WAP will be
released from the Guarantees or (ii) the Company will be released from its
obligations with respect to the Debt Securities of such series under Sections
801, 1008 and 1009 in the Indenture, and the occurrence of an event described in
clause (c) under "Events of Default" above with respect to any defeased covenant
and clause (d) under "Events of Default" above shall no longer be an Event of
Default with respect to such series ("covenant defeasance") and ABX, AFC, FTZ
and WAP will be released from the Guarantees if, in either case, the Company
deposits with the Trustee, in trust, money or U.S. Government Obligations that
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay all the principal
of and premium (if any) and interest on the Debt Securities of such series on
the dates such payments are due in accordance with the terms of the Debt
Securities of such series. Such a trust may only be established if, among other
things, (a) no Event of Default or event which with notice or lapse of time, or
both, would become an Event of Default with respect to the Debt Securities of
such series shall have occurred and be continuing on the date of such deposit,
(b) no Event of Default described under clause (f) under "Events of Default"
above or event which with the giving of notice or lapse of time, or both, would
become an Event of Default described under such clause (f) shall have occurred
and be continuing at any time during the period ending on the 90th day following
such date of deposit, and (c) the Company shall have delivered an Opinion of
Counsel to the effect that the Holders of the Debt Securities of such series
will not recognize gain or loss for Federal income tax purposes as a result of
such deposit or defeasance and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as if such defeasance had not
occurred. Such opinion, in the case of a legal defeasance, must refer to and be
based upon a ruling of the Internal Revenue Service or a change in applicable
federal

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26

income tax law occurring after the date of the Indenture. In the event the
Company omits to comply with its remaining obligations under the Indenture after
a defeasance of the Indenture with respect to the Debt Securities of any series
as described under clause (ii) above and the Debt Securities of such series are
declared due and payable because of the occurrence of any undefeased Event of
Default, the amount of money and U.S. Government Obligations on deposit with the
Trustee may be insufficient to pay amounts due on the Debt Securities of such
series at the time of the acceleration resulting from such Event of Default.
However, the Company will remain liable in respect of such payments. (Article
Thirteen)

REGARDING THE TRUSTEE

The Trustee maintains an office at 101 Barclay Street, New York, NY 10286,
for the transfer and exchange of and the payment of principal of and interest on
the Debt Securities.

PLAN OF DISTRIBUTION

The Company may sell Debt Securities to or through underwriters and also
may sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include Goldman, Sachs & Co. and BA Securities, Inc., or a
group of underwriters represented by firms including Goldman, Sachs & Co. and BA
Securities, Inc. Goldman, Sachs & Co. and BA Securities, Inc. may also act as
agents.

The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933 (the "Act"). Any such underwriter
or agent will be identified, and any such compensation received from the Company
will be described, in the Prospectus Supplement.

Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.

VALIDITY OF SECURITIES

Unless otherwise provided in the Prospectus Supplement, the validity of the
Debt Securities will be passed upon for the Company by Riddell, Williams,
Bullitt & Walkinshaw, Seattle, Washington, and for any underwriters or agents by
Sullivan & Cromwell, New York, New York.

EXPERTS

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27

- ------------------------------------------------------
- ------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PAGE

The Company.......................... S-2
Use of Proceeds...................... S-2
Capitalization....................... S-3
Selected Consolidated Financial
Data............................... S-4
Recent Developments.................. S-5
Business............................. S-6
Description of the Notes............. S-11
Underwriting......................... S-13
Validity of Securities............... S-13
Experts.............................. S-14

PROSPECTUS

Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
The Company.......................... 3
Use of Proceeds...................... 3
Description of Debt Securities....... 3
Plan of Distribution................. 10
Validity of Securities............... 10
Experts.............................. 10

- --------------------------------------------
- --------------------------------------------

- ------------------------------------------------------
- ------------------------------------------------------

$100,000,000

AIRBORNE FREIGHT
CORPORATION

% NOTES
DUE , 2005

------------------------

PROSPECTUS SUPPLEMENT

------------------------

GOLDMAN, SACHS & CO.

BA SECURITIES, INC.
- ------------------------------------------------------
- ------------------------------------------------------
28

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

Registration Fee -- Securities and Exchange Commission........... $ 34,483
Rating Agencies' Fees............................................ 77,500
Accountants' Fees and Expenses................................... 25,000
Blue Sky Fees and Expenses....................................... 25,000
Printing......................................................... 30,000
Legal Fees and Expenses.......................................... 40,000
Trustee's Fees and Expenses...................................... 5,000
Miscellaneous Expenses........................................... 3,000
--------
TOTAL.................................................. $239,983
========

- ---------------

* All expenses other than the Securities and Exchange Commission Registration
Fee and Rating Agencies' Fees are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Restated Certificate of Incorporation of the Company provides:

TWELFTH. 12.1 No director of the corporation shall be personally liable
to the corporation or its stockholders for monetary damages for breach
of his or her fiduciary duty as a director; provided, however, that this
Article TWELFTH shall not eliminate or limit the liability of a director
to the extent provided by applicable law (i) for any breach of the
director's duty of loyalty to the corporation of its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware (or successor
provision), or (iv) for any transaction from which the director derived
an improper personal benefit. No amendment to or repeal of this Article
TWELFTH shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or
repeal.

The Restated Certificate of Incorporation of the Company requires the
Company to indemnify its officers and directors from all expenses and
liabilities to the full extent permitted by Delaware law, specifically providing
for indemnities to any director, officer or former director or officer or any
person who may have served at the Company's request as a director or officer of
another corporation (including any heirs, personal representatives and estates
of any indemnified parties), against all costs and expenses, including
attorneys' fees reasonably incurred by him/her or imposed on him/her in
connection with any action, proceeding or investigation, whether civil,
administrative or criminal (including any shareholder's action and any other
action in which the Company is a party, plaintiff or defendant), in which he/she
is or may be made a party or is proceeded against or involved by reason of any
action alleged to have been taken by him/her or omitted by him/her in such
action, proceeding or investigation, or sums paid in settlement or compromise
thereof with the approval of the Board of Directors. The indemnification
provisions do not apply unless the indemnified party acted in a manner
reasonably believed by him/her to be in or not opposed to the best interests of
the corporation, and do not apply if such person is found (1) to be guilty of
willful misconduct, bad faith or gross negligence in the performance of his/her
duties to the corporation, in a derivative action or one brought by the
corporation, or (2) to be guilty of willful misconduct or bad faith, if such
action or proceeding is brought by a third party.

Expenses incurred in defending such action, proceeding or investigation may
be paid by the Company in advance of the final disposition upon receipt of an
undertaking by the indemnified party to

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29

repay such amount if it shall ultimately be determined that he/she is not
entitled to be indemnified by the Company.

In addition to the indemnification provision described above, the Company
maintains a directors' and officers' liability policy which insures its officers
and directors against certain liabilities.

ITEM 16. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF INSTRUMENT
------- -------------------------

(1) Form of Underwriting Agreement.
(4)(a) Form of Indenture among Airborne Freight Corporation, ABX Air Inc.,
Airborne Forwarding Corporation and The Bank of New York, as
Trustee (incorporated by reference from the Company's registration
statement filed with the Securities and Exchange Commission (File
No. 33-54560)).
(4)(b) Form of First Supplemental Indenture among the Registrants and The
Bank of New York, as Trustee.
(4)(c) Form of Debt Security, including Form of Guarantee (included in
Exhibits 4(a) and (b)).
(5) Opinion of Riddell, Williams, Bullitt & Walkinshaw.
(12) Computation of ratio of earnings to fixed charges.
(23)(a) Consent of Riddell, Williams, Bullitt & Walkinshaw (included in its
opinion filed as Exhibit 5 to this Registration Statement).
(23)(b) Consent of Deloitte & Touche LLP.
(24) Power of Attorney (included in Part II).*
(25) Statement of Eligibility of Trustee.

- ---------------

* The Powers of Attorney for Airborne Freight Corporation, ABX Air, Inc. and
Airborne Forwarding Corporation have been previously filed.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described in Item 15 above, or otherwise,
the Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range

II-2
30

may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment and each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a
part of this registration statement as of the time it was declared
effective.

(5) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-3
31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Seattle, State of Washington, on
September 1, 1995.

AIRBORNE FREIGHT CORPORATION

By: /s/ ROBERT S. CLINE
--------------------------------------
Robert S. Cline
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated below.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ ROBERT S. CLINE Chairman of the September 1, 1995
- ----------------------------------------------- Board of Directors and
Robert S. Cline Chief Executive Officer
(Principal Executive
Officer)

/s/ ROY C. LILJEBECK* Executive Vice President September 1, 1995
- ----------------------------------------------- and Chief Financial
Roy C. Liljebeck Officer
(Principal Financial
Officer)

/s/ LANNY H. MICHAEL* Senior Vice President, September 1, 1995
- ----------------------------------------------- Treasurer and Controller
Lanny H. Michael (Principal Accounting
Officer)

/s/ ROBERT G. BRAZIER* Director September 1, 1995
- ----------------------------------------------
Robert G. Brazier

/s/ ANDREW F. BRIMMER Director September 1, 1995
- -----------------------------------------------
Andrew F. Brimmer

/s/ JAMES H. CAREY* Director September 1, 1995
- -----------------------------------------------
James H. Carey

/s/ ANDREW B. KIM* Director September 1, 1995
- -----------------------------------------------
Andrew B. Kim

II-4
32

SIGNATURE TITLE DATE
--------- ----- ----

/s/ HAROLD M. MESSMER, JR.* Director September 1, 1995
- -----------------------------------------------
Harold M. Messmer, Jr.

/s/ RICHARD M. ROSENBERG* Director September 1, 1995
- -----------------------------------------------
Richard M. Rosenberg

/s/ ANDREW V. SMITH* Director September 1, 1995
- -----------------------------------------------
Andrew V. Smith

/s/ WILLIAM SWINDELLS* Director September 1, 1995
- -----------------------------------------------
William Swindells

* By: /s/ ROBERT S. CLINE
- -----------------------------------------------
Robert S. Cline, Attorney-in-Fact

II-5
33

SIGNATURES

ABX AIR, INC.

By: /s/ CARL D. DONAWAY*
--------------------------------------
Carl D. Donaway
President and Chief Executive Officer

SIGNATURE TITLE DATE
--------- ----- ----

/s/ CARL D. DONAWAY* President and Chief September 1, 1995
- ---------------------------------------------- Executive Officer and
Carl D. Donaway Director
(Principal Executive
Officer)

/s/ JOSEPH C. HETE* Senior Vice President, September 1, 1995
- ---------------------------------------------- Administration,
Joseph C. Hete Treasurer and Director
(Principal Financial and
Accounting Officer)

/s/ STEPHEN E. DEFROST* Director September 1, 1995
- ----------------------------------------------
Stephen E. DeForest

*By: /s/ ROBERT S. CLINE
- ----------------------------------------------
Robert S. Cline, Attorney-in-Fact

II-6
34

SIGNATURES

AIRBORNE FORWARDING CORPORATION

By: /s/ ROBERT S. CLINE
------------------------------------
Robert S. Cline
President

SIGNATURE TITLE DATE
--------- ----- ----

/s/ ROBERT S. CLINE President and Director September 1, 1995
- ----------------------------------------------- (Principal Executive
Robert S. Cline Officer)

/s/ ROBERT G. BRAZIER* Director September 1, 1995
- -----------------------------------------------
Robert G. Brazier

/s/ ROY C. LILJEBECK* Director September 1, 1995
- -----------------------------------------------
Roy C. Liljebeck

/s/ LANNY H. MICHAEL* Treasurer September 1, 1995
- ----------------------------------------------- (Principal Financial and
Lanny H. Michael Accounting Officer)

*By: /s/ ROBERT S. CLINE
- -----------------------------------------------
Robert S. Cline, Attorney-in-Fact

II-7
35

SIGNATURES

AIRBORNE FTZ, INC.

By: /s/ CARL D. DONAWAY
---------------------------------
Carl D. Donaway
President

POWER OF ATTORNEY

Each person whose individual signature appears below hereby constitutes and
appoints Robert S. Cline as his true and lawful attorney-in-fact with full power
of substitution to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file, any and all
amendments to this Amendment No. 1 to the Registration Statement, including any
and all post-effective amendments. Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated below.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ CARL D. DONAWAY President and Director September 1, 1995
- ----------------------------------------------- (Principal Executive
Carl D. Donaway Officer)

/s/ JOSEPH C. HETE Vice President September 1, 1995
- ----------------------------------------------- (Principal Financial
Joseph C. Hete and
Accounting Officer)

/s/ STEPHEN E. DEFOREST Director September 1, 1995
- -----------------------------------------------
Stephen E. DeForest

II-8
36

SIGNATURES

WILMINGTON AIR PARK, INC.

By: /s/ CARL D. DONAWAY
---------------------------
Carl D. Donaway
President

POWER OF ATTORNEY

SIGNATURE TITLE DATE
--------- ----- ----

President and Director September 1, 1995
/s/ CARL D. DONAWAY (Principal Executive
- ----------------------------------------------- Officer)
Carl D. Donaway

Vice President September 1, 1995
/s/ JOSEPH C. HETE (Principal Financial and
- ----------------------------------------------- Accounting Officer)
Joseph C. Hete

/s/ STEPHEN E. DEFOREST Director September 1, 1995
- -----------------------------------------------
Stephen E. DeForest

II-9
37

EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF INSTRUMENT PAGES
------- ------------------------- ------------

(1) Form of Underwriting Agreement . . . . . . . . . . . . . . . . . . . .
(4)(a) Form of Indenture among Airborne Freight Corporation, ABX Air Inc.,
Airborne Forwarding Corporation and The Bank of New York,
as Trustee (incorporated by reference from the Company's
registration statement filed with the Securities and Exchange
Commission (File No. 33-54560)). . . . . . . . . . . . . . . . . . . .
(4)(b) Form of First Supplemental Indenture among the Registrants and
The Bank of New York, as Trustee . . . . . . . . . . . . . . . . . . .
(4)(c) Form of Debt Security, including Form of Guarantee (included in
Exhibit 4(a) and (b)) . . . . . . . . . . . . . . . . . . . . . . . .
(5) Opinion of Riddell, Williams, Bullitt & Walkinshaw . . . . . . . . . .
(12) Computation of ratio of earnings to fixed charges. . . . . . . . . . .
(23)(a) Consent of Riddell, Williams, Bullitt & Walkinshaw (included in its
opinion filed as Exhibit 5 to this Registration Statement) . . . . . .
(23)(b) Consent of Deloitte & Touche LLP . . . . . . . . . . . . . . . . . . .
(24) Power of Attorney (included in Part II)*. . . . . . . . . . . . . . .
(25) Statement of Eligibility of Trustee . . . . . . . . . . . . . . . . .

- ---------
*The powers of attorney for Airborne Freight Corporation, ABX Air, Inc.
and Airborne Forward Corporation have been previously filed.