As filed with the Securities and Exchange Commission on November 13, 2003
Post Effective Amendment No. 4 to the Registration Statement No. 333-88102

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AIRBORNE, INC.

(Exact Name of Each Registrant
as Specified in its Charter)

Delaware 91-2065027
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
--------------

3101 Western Avenue
P.O. Box 662
Seattle, Washington 98111
(206) 830-4600
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
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SEE TABLE OF ADDITIONAL REGISTRANTS
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John Fellows
President and Chief Executive Officer
Airborne, Inc.
3101 Western Avenue
Seattle, Washington
(206) 830-4600
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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Copies of all correspondence to:
D. Rhett Brandon, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
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Approximate Date of Commencement of Proposed Sale to the Public:
Not applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or 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
reinvestment plans, check the following box. [ ]
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. [ ]

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TABLE OF ADDITIONAL REGISTRANTS

EXACT NAME OF REGISTRANT AS STATE OR OTHER JURISDICTION I.R.S. EMPLOYER ADDRESS, INCLUDING ZIP CODE, AND
SPECIFIED IN ITS CHARTER OF INCORPORATION OR IDENTIFICATION NUMBER TELEPHONE NUMBER, INCLUDING AREA
ORGANIZATION CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES

Airborne Express, Inc. Delaware 91-0837469 3101 Western Avenue, P.O. Box 662
Seattle, Washington 98111
(206) 830-4600

ABX Air, Inc. Delaware 91-1091619 145 Hunter Drive
Wilmington, Ohio 45177
(937) 382-5591

Sky Courier, Inc. Delaware 91-0894946 21240 Ridge Top Circle, Suite 160
Sterling, Virginia 20166
(703) 433-2800

Wilmington Air Park LLC Delaware 34-1261776 3101 Western Avenue, P.O. Box 662
(formerly Wilmington Air Seattle, Washington 98111
Park, Inc.) (206) 830-4600

Airborne FTZ, Inc. Ohio 34-1375411 145 Hunter Drive
Wilmington, Ohio 45177
(937) 382-5591

Aviation Fuel, Inc. Ohio 31-1139601 3101 Western Avenue, P.O. Box 662
Seattle, Washington 98111
(206) 830-4600

Sound Suppression, Inc. Ohio 31-1140852 145 Hunter Drive
Wilmington, Ohio 45177
(937) 382-5591

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DEREGISTRATION OF SECURITIES

On May 13, 2002, the Registrants filed a Registration Statement on Form
S-3 (Registration No. 333-88102) (the "Registration Statement"), as amended on
August 8, 2002, August 15, 2002, February 3, 2003 and March 18, 2003 with the
U.S. Securities and Exchange Commission (the "Commission"), for the resale of
$150,000,000 principal amount of Airborne's 5.75% Convertible Senior Notes due
2007 (the "Notes") and such number of shares of Common Stock, $1.00 par value
per share ("the Common Stock"), of Airborne that may be issued from time to
time upon conversion of the Notes. On August 15, 2003, an indirect wholly
owned subsidiary of DHL Worldwide Express B.V. ("DHL") merged with and into
Airborne, as a result of which Airborne became an indirect wholly owned
subsidiary of DHL (the "Merger"). As a result of the Merger, the Notes are no
longer convertible into shares of Airborne's Common Stock. Instead, each
$1,000 principal amount of the Notes is currently convertible into $908.65 and
42.7599 shares of ABX Air, Inc., an independent public company.

The offering of Notes to which the Registration Statement relates has
been terminated. Pursuant to the undertaking made by the Registrants as
required by Item 512(a)(3) of Regulation S-K, the Registrants file this
Post-Effective Amendment No. 4 to the Registration Statement to deregister all
of the unsold Notes formerly registered for resale under the Registration
Statement. On August 15, 2003, Airborne filed a certification and notice of
termination of registration on Form 15 with respect to the Common Stock and on
August 22, 2003, Airborne filed a notification on Form 25 of the
removal from listing and registration of the Common Stock.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Post-Effective Amendment No. 4 to the Registration Statement No.
333-88102 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Plantation, state of Florida, on November 13, 2003.

AIRBORNE, INC.

By: /s/ John Fellows
----------------
John Fellows
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to the Registration Statement has been signed
on November 13, 2003 by the following persons in the capacities indicated.

Signature Title
--------- -----

By: /s/ John Fellows President and Chief Executive Officer
-------------------------- (Principal Executive Officer); Director
John Fellows

By: /s/ Mary E. Wood Executive Vice President and Chief Financial
------------------------- Officer (Principal Financial Offer);
Mary E. Wood Controller (Controller or Principal
Accounting Officer)

By: /s/ Frank Appel Director
-------------------------
Frank Appel

By: /s/ Geoffrey Cruikshanks Director
-------------------------
Geoffrey Cruikshanks

By: /s/ Uwe Doerken Director
-------------------------
Uwe Doerken

By: /s/ Martin Fritsch Director
-------------------------
Martin Fritsch

SIGNATURES

AIRBORNE EXPRESS, INC.

By: /s/ John Fellows
----------------
John Fellows
President and Chief Executive Officer

Signature Title
--------- -----

By: /s/ John Fellows Chief Executive Officer (Principal
---------------------------- Executive Officer); Chairman
John Fellows of the Board

By: /s/ Lanny H. Michael Executive Vice President and Chief
---------------------------- Financial Offer (Principal
Lanny H. Michael Financial Offer)

By: /s/ Robert T. Christensen Vice President and Corporate Controller
---------------------------- (Controller or Principal
Robert T. Christensen Accounting Officer)

By: /s/ Geoffrey Cruikshanks Director
----------------------------
Geoffrey Cruikshanks

By: /s/ Uwe Doerken Director
----------------------------
Uwe Doerken

By: /s/ Joachim Kayser Director
----------------------------
Joachim Kayser

SIGNATURES

ABX AIR, INC.

By: /s/ Joseph C. Hete
-----------------------
Name: Joseph C. Hete
Title: President and
Chief Executive Officer

Signature Title
--------- -----

By: /s/ Joseph C. Hete President and Chief
------------------- Executive Officer; Director
Joseph C. Hete (Principal Executive Officer)

By: /s/ Quint O. Turner Vice President, Administrative
------------------- (Principal Financial Officer)
Quint O. Turner (Principal Accounting Officer)

By: /s/ John H. Carey Director
-------------------
John H. Carey

SIGNATURES

SKY COURIER, INC.

By: /s/ John Fellows
----------------
John Fellows
President and Chief
Executive Officer

Signature Title
--------- -----

By: /s/ John Fellows President and Chief
------------------------ Executive Officer
John Fellows (Principal Executive Officer)

By: /s/ Lanny H. Michael Executive Vice President;
------------------------ Chief Financial Officer;
Lanny H. Michael (Principal Financial Officer);
Controller (Controller or Principal
Accounting Officer); Director

By: /s/ David C. Anderson Director
-----------------------
David C. Anderson

SIGNATURES

WILMINGTON AIR PARK LLC

By: /s/ John Fellows
----------------
John Fellows
President and Chief Executive Officer

Signature Title
--------- -----

By: /s/ John Fellows President and Chief Executive
-------------------------- Officer (Principal Executive
John Fellows Officer); Director

By: /s/ Mary E. Wood Chief Financial Officer
-------------------------- (Principal Financial Officer);
Mary E. Wood Controller (Controller or Principal
Accounting Officer)

By: /s/ Geoffrey Cruikshanks Director
--------------------------
Geoffrey Cruikshanks

By: /s/ Martin Fritsch Director
--------------------------
Martin Fritsch

SIGNATURES

AIRBORNE FTZ, INC.

By: /s/ Joseph C. Hete
----------------------
Name: Joseph C. Hete
Title: President

Signature Title
--------- -----

By: /s/ Joseph C. Hete President (Principal
------------------- Executive Officer); Director
Joseph C. Hete

By: /s/ Quint O. Turner Vice President, Treasurer
------------------- (Principal Financial Officer)
Quint O. Turner (Principal Accounting Officer)

By: /s/ W. Joseph Payne Secretary; Director
---------------------
W. Joseph Payne

SIGNATURES

AVIATION FUEL, INC.

By: /s/ John Fellows
----------------
John Fellows
President

Signature Title
--------- -----

By: /s/ John Fellows President (Principal Executive
------------------------- Officer); Director
John Fellows

By: /s/ Mary E. Wood Chief Financial Officer (Principal
------------------------- Financial Officer); Controller
Mary E. Wood (Controller or Principal
Accounting Officer)

By: /s/ Geoffrey Cruikshanks Director
-------------------------
Geoffrey Cruikshanks

By: /s/ Martin Fritsch Director
-------------------------
Martin Fritsch

SIGNATURES

SOUND SUPPRESSION, INC.

By: /s/ Auriel (Mike) Kuli
---------------------------
Name: Auriel (Mike) Kuli
Title: President

Signature Title
--------- -----

By: /s/ Auriel (Mike) Kuli President (Principal
----------------------- Executive Officer); Director
Auriel (Mike) Kuli

By: /s/ Quint O. Turner Secretary/Treasurer (Principal Financial
------------------- Officer) (Principal Accounting Officer)
Quint O. Turner

By: /s/ Robert R. Hanke Vice President; Director
---------------------
Robert R. Hanke