
                          EXHIBIT 5
                          ---------

June 1, 1998



Airborne Freight Corporation
3101 Western Avenue
Seattle, Washington  98111

Re:Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to Airborne Freight Corporation
(the "Company") in connection with the preparation of its
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended
(the "Act"), which the Company will file with the Securities
and Exchange Commission, with respect to an aggregate of
6,000,000 shares of Common Stock of the Company (the
"Shares") issuable upon exercise of options granted or to be
granted under the Company's 1998 Key Employee Stock Option
Plan (the "Plan").

We have examined the Registration Statement and such other
documents and records as we have deemed relevant and
necessary for the purpose of this opinion.

Based upon and subject to the foregoing, we are of the
opinion that the Shares issuable under the Plan will, upon
due execution by the Company and the registration by its
registrar of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the
consideration therefor in accordance with the terms of the
Plan, be validly issued, fully paid and nonassessable.

We note that a member of our firm serves as an officer
and/or director of certain of the Company's subsidiaries and
that, as of May 15, 1998, members of the firm held
approximately 15,730 shares of the Company's Common Stock.

We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such
consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the
Act.

                              Very truly yours,

                              /s/ Frank C. Woodruff
                              ---------------------
                              Frank C. Woodruff
                              GRAHAM & JAMES LLP/
                              RIDDELL WILLIAMS P.S.




