

291/23925.01
052998/1434/41000.00001        1
                            EXHIBIT 4
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                    CERTIFICATE OF ADJUSTMENT
                    -------------------------
                                
     By  resolutions  adopted February  3,  1998,  the  Board  of
Directors of Airborne Freight Corporation, a Delaware corporation
(the  "Company"), declared a two-for-one split of  the  Company's
Common  Stock, par value $1.00 (the "Stock Split"),  effected  in
the  form  of a stock dividend of one share of Common  Stock  for
each  share  of Common Stock outstanding, issued on February  13,
1998  to holders of record of said stock at the close of business
on  February 9, 1998. Pursuant to said resolutions and section 12
of the Rights Agreement dated as of February 14, 1997 between the
Company  and  The Bank of New York as Rights Agent  (the  "Rights
Agreement"), the Board of Directors has determined that, in order
that the Stock Split not reduce or limit the benefits the holders
of  the  Rights  would have had absent the  Stock  Split,  it  is
appropriate  to make, and there are hereby made effective  as  of
February  13,  1998, the following adjustments under  the  Rights
Agreement  (capitalized terms used in this Certificate will  have
the meanings given those terms in the Rights Agreement):

     1.   The Purchase Price shall be decreased from $110 to $55.

     2.   The  Redemption Price shall be decreased from  $.01  to
          $.005.

     3.   The  number  of  Preferred  Shares  issuable  upon  the
          exercise of each Right shall be decreased from one one-
          hundredth  (1/100) to one two-hundredth  (1/200)  of  a
          Preferred Share.

      IN  WITNESS  WHEREOF, this Certificate  has  been  executed
effective as of the 13th day of February, 1998.


                         AIRBORNE FREIGHT CORPORATION


                         /S/ Robert S. Cline
                         -----------------------------
                         Robert S. Cline
                         Chairman and Chief Executive Officer



