<SUBMISSION>
<ACCESSION-NUMBER>0000893750-03-000568
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20031105
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>AIRBORNE INC /DE/
<CIK>0000003000
<ASSIGNED-SIC>4513
<IRS-NUMBER>912065027
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
<ACT>34
<FILE-NUMBER>005-12227
<FILM-NUMBER>03978844
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
<PHONE>2062854600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AIRBORNE FREIGHT CORP /DE/
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>AIRBORNE INC /DE/
<CIK>0000003000
<ASSIGNED-SIC>4513
<IRS-NUMBER>912065027
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
<PHONE>2062854600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AIRBORNE FREIGHT CORP /DE/
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-I/A
<SEQUENCE>1
<FILENAME>sc_to-ia.txt
<DESCRIPTION>SCHEDULE TO AMENDMENT NO. 1
<TEXT>

===============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 ------------
                                  SCHEDULE TO

                                Amendment No. 1

                            Tender Offer Statement
   Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
                                 ------------
                                AIRBORNE, INC.
                      (Name of Subject Company (issuer))
                                 ------------
                            AIRBORNE, INC. (issuer)
               DHL WORLDWIDE EXPRESS B.V. (affiliate of issuer)
                    DEUTSCHE POST AG (affiliate of issuer)
                           (Names of Filing Persons)
                    5.75% CONVERTIBLE SENIOR NOTES DUE 2007
                        (Title of Class of Securities)
                            009269AA9 and 009269AB7
                    (CUSIP Numbers of Class of Securities)
                                 ------------
                                AIRBORNE, INC.
                                 P.O. Box 662
                        Seattle, Washington 98112-0662
                                 206-830-1592
           (Name, Address and Telephone Number of Person Authorized
      to Receive Notices and Communications on Behalf of Filing Persons)
                                 ------------
                                   Copy to:
                            D. Rhett Brandon, Esq.
                        Simpson Thacher & Bartlett LLP
                             425 Lexington Avenue
                           New York, New York 10017
                                (212) 455-3615
                           CALCULATION OF FILING FEE
     ====================================================================
          Transaction Valuation*               Amount of Filing Fee
               $47,917                              $4.00
     ====================================================================
*    The transaction value shown is reflects the cost of purchasing
     $150,000,000 principal amount of Notes at the purchase price ($1,080 per
     $1,000 of the principal amount of the notes, plus accrued and unpaid
     interest up to but excluding November 19, 2003 (the expected date of
     acceptance for purchase and of payment)).

/ /  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:                 Filing Party:
     File No:                                Date Filed:

/ /  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ /  third-party tender offer subject to Rule 14d-1.
/X/  issuer tender offer subject to Rule 13e-4.
/ /  going-private transaction subject to Rule 13e-3.
/ /  amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:  / /

===============================================================================

<PAGE>



     This Amendment No. 1 (this "Amendment") amends and restates the Tender
Offer Statement originally filed on October 15, 2003, under cover of Schedule
TO ("Schedule TO-I"), relating to the Offer (now hereinafter referred to as
the Tender Offer (as defined therein)) and the Change in Control Offer (as
defined in the Statement (as defined below)) made, by Airborne, Inc., a
Delaware corporation ("Airborne"), for any and all of its outstanding 5.75%
Convertible Senior Notes due 2007 (the "Notes"), including the Offer to
Purchase, Consent Solicitation Statement and Change in Control Notice (as it
may be amended or supplemented from time to time, the "Statement") and the
related Consent and Letter of Transmittal, filed herewith as Exhibits (a)(1)
and (a)(2), and certain other Exhibits.

         All information previously filed on October 15, 2003 in the Schedule
TO-I for Items 2, 4, 5, 6, 8, 10, 11, 13 and Exhibits (a)(5), (b), (d)(1),
(d)(2), (d)(3), (g) and (h) in Item 12, including all schedules and annexes
thereto, is hereby expressly incorporated by reference in answer to Items 1
through 12 in this Amendment. In addition, all information in the amended and
restated Statement is hereby expressly incorporated herein by reference in
response to all the items of this Amendment, except as otherwise set forth
below.

Item 2.  Subject Company Information.

(b)      The subject class of securities is Airborne's 5.75% Convertible
         Senior Notes due 2007.  As of November 4, 2003, $150,000,000
         aggregate principal amount of the Notes were outstanding.  Each
         $1,000 principal amount of Notes is convertible into $908.65 and
         42.7599 shares of common stock, par value $0.01 per share, of ABX
         Air, Inc., an unaffiliated and independent public company that was
         spun-off from Airborne as part of the Merger.

Item 3. Identity and Background of the Filing Person.

(a)      The name of the subject company is Airborne, Inc. The address of its
         principal executive office is 3101 Western Avenue, P.O. Box 662,
         Seattle, Washington 98111-0662.  The telephone number for Airborne is
         (206) 830-1592. Airborne is an indirect wholly owned subsidiary of
         DHL Worldwide Express B.V. ("DHL").  DHL's principal executive office
         is c/o DHL International, Global Coordination Centre, De Kleetlaan 1,
         1831 Diegem, Belgium.  The telephone number for DHL is
         +32-2-713-48-05. DHL is an indirect wholly owned subsidiary of
         Deutsche Post AG ("Deutsche Post").  Deutsche Post's principal
         executive office is Headquarters, 53250 Bonn, Germany.  The telephone
         number is +49-228-182-9988.


Item 7.  The information set forth in the section of the Statement entitled,
         "Purpose of the Offers; Source of Funds" of the Statement is
         incorporated herein by reference.

Item 8.

(a)      To the best knowledge of Airborne, DHL and Deutsche Post, no Notes are
         beneficially owned by any person whose ownership would be required
         to be disclosed by this item.

Item 10.

         Not applicable because the consideration offered by Airborne, DHL
         and Deutsche Post consists solely of cash, the offer is not subject
         to any financing condition and the offer is for all outstanding Notes.


<PAGE>


Item 12.  Exhibits.

The documents previously filed as Exhibits (a)(1), (a)(2), (a)(3) and (a)(4)
on October 15, 2003 under the cover Schedule TO-I are hereby amended and
restated as set forth below.

Exhibit No.                                    Description
-----------                                    -----------
Exhibit (a)(1)               Offer to Purchase, Consent Solicitation Statement
                             and Change in Control Notice, dated October 15,
                             2003, as amended November 5, 2003.

Exhibit (a)(2)               Consent and Letter of Transmittal.

Exhibit (a)(3)               Letter to Brokers, Dealers, Commercial Banks,
                             Trust Companies and Other Nominees.

Exhibit (a)(4)               Letter to Clients for use by Brokers, Dealers,
                             Commercial Banks, Trust Companies and Other
                             Nominees.

Exhibit (a)(6)               Press release issued by Airborne on
                             November 5, 2003, amending and restating the
                             terms of its Offer to Purchase, Consent
                             Solicitation and Change of Control Notice,
                             originally filed on October 15, 2003.

Exhibit (a)(7)               Form W-9


<PAGE>



                                   SIGNATURE

           After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  November 5, 2003       Airborne, Inc.



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

                               DHL Worldwide Express B.V.



                               By:/s/ Geoff Cruikshanks
                                  ---------------------------------------------
                                  Name:  Geoff Cruikshanks
                                  Title: Authorized Signatory



                               Deutsche Post AG



                               By:/s/ Dr. Bernd Boecken
                                  ---------------------------------------------
                                  Name:  Dr. Bernd Boecken
                                  Title: Head of Corporate Finance


<PAGE>


                                EXHIBIT INDEX

Exhibit No.                                   Description
-----------                                   -----------

Exhibit (a)(1)               Offer to Purchase, Consent Solicitation
                             Statement and Change in Control Notice, dated
                             October 15, 2003, as amended November 5, 2003.

Exhibit (a)(2)               Consent and Letter of Transmittal.

Exhibit (a)(3)               Letter to Brokers, Dealers, Commercial Banks,
                             Trust Companies and Other Nominees.

Exhibit (a)(4)               Letter to Clients for use by Brokers, Dealers,
                             Commercial Banks, Trust Companies and Other
                             Nominees.

Exhibit (a)(6)               Press release issued by Airborne on
                             November 5, 2003, amending and restating the
                             terms of its Offer to Purchase, Consent
                             Solicitation and Change of Control Notice,
                             originally filed on October 15, 2003.

Exhibit (a)(7)               Form W-9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>offer2purchase.txt
<DESCRIPTION>OFFER TO PURCHASE, CONSENT
<TEXT>
                                                          Exhibit (a)(1)

                    OFFER TO PURCHASE, CONSENT SOLICITATION
                    STATEMENT AND CHANGE IN CONTROL NOTICE

                                AIRBORNE, INC.

         Airborne, Inc. ("Airborne") is hereby making two separate offers to
holders (each, a "Holder") of its 5.75% Convertible Senior Notes due 2007 (the
"Notes"), as set forth below under the headings "The Tender Offer" and "The
Change in Control Notice and Offer" (collectively, the "Offers"), in each
case, upon the terms and subject to the conditions set forth herein. Please
note that each of the Offers is separate. The procedures for tendering Notes
in the Tender Offer and in the Change in Control Offer are separate. Notes
tendered into either of the Offers will not be tendered for purposes of the
other Offer.

         Each $1,000 principal amount of Notes is currently convertible into
$908.65 and 42.7599 shares of common stock of ABX Air, Inc. ("ABX Air"), with
cash paid in lieu of fractional shares.

                               THE TENDER OFFER
                   OFFER TO PURCHASE ANY AND ALL OUTSTANDING
                  5.75% CONVERTIBLE SENIOR NOTES DUE 2007 OF
               AIRBORNE, INC. AND THE SOLICITATION OF CONSENTS

         Airborne is offering (the "Tender Offer") to purchase any and all
outstanding Notes for, at the Holder's election, either:

          o    a cash payment of $1,080 per $1,000 principal amount of Notes
               (the "All Cash Consideration"); or

          o    a cash payment of $988.65 plus 42.7599 shares of common stock,
               par value $0.01, of ABX Air per $1,000 principal amount of
               Notes (the "Cash and Stock Consideration"), with cash paid in
               lieu of fractional shares;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below). The Tender Offer will expire at 11:59
p.m., New York City time, on November 19, 2003, unless extended by Airborne
(such time and date, as the same may be extended, the "Expiration Date").

         In addition, as a part of the Tender Offer, Airborne hereby solicits
(the "Solicitation") consents (the "Consents") from the Holders to the
adoption of the proposed amendments (the "Proposed Amendments") to the
Registration Rights Agreement (as defined below). To receive either the All
Cash Consideration or the Cash and Stock Consideration (either form of
consideration, as applicable, the "Tender Offer Consideration"), Holders must
tender (and not validly withdraw) Notes and provide the corresponding Consents
in the Tender Offer in the manner described below on or before the Expiration
Date. Airborne is not offering any separate or additional payment for Consents
in the Tender Offer from the payment for the Notes themselves. Airborne's
obligation to accept for purchase and to pay for Notes validly tendered and
not withdrawn in the Tender Offer is subject to the conditions set forth
herein. The effectiveness of the Proposed Amendments is conditioned upon the
receipt of the Requisite Consents (as defined below). The valid tender of
Notes to the Tender Offer will constitute the giving of Consent with respect
to such Notes. The valid withdrawal of tendered Notes from the Tender Offer
will constitute the revocation of Consent with respect to such Notes and the
valid revocation of Consent will constitute the withdrawal of the related
Notes from the Tender Offer. Holders may not deliver Consents without
tendering the related Notes to the Tender Offer or revoke Consents delivered
in the Tender Offer without withdrawing the related Notes from the Tender
Offer. Notes tendered and Consents delivered in the Tender Offer may be
withdrawn and revoked at any time prior to the Expiration Date. See the
section entitled "The Tender Offer" in this Statement (as defined below).

         The following table summarizes the material pricing terms of the
Tender Offer:

<TABLE>

<CAPTION>
                                                                                           Tender Offer Consideration per $1,000
                                                                       Each $1,000        Principal Amount, Holders Select Either:
               Aggregate                                            Principal Amount of   ----------------------------------------
  CUSIP    Principal Amount      Title of                           Notes is Currently       All Cash               Cash and Stock
 Numbers      Outstanding        Security           Maturity Date    Convertible into:     Consideration     or     Consideration
 -------   ----------------  ---------------------  -------------   -------------------    -------------     --     --------------
<C>        <C>               <C>                    <C>             <C>                    <C>               <C>    <C>

009269AA9    $150,000,000    5.75% Convertible      April 1, 2007    $908.65 plus 42.7599      $1,080               $988.65 plus
009269AB7                      Senior Notes due 2007                   Shares of Common                             42.7599 Shares
                                                                       Stock of ABX Air                             of Common Stock
                                                                                                                      of ABX Air
</TABLE>

                          THE CHANGE IN CONTROL OFFER
                  CHANGE IN CONTROL OFFER FOR ALL OUTSTANDING
          5.75% CONVERTIBLE SENIOR NOTES DUE 2007 OF AIRBORNE, INC.

         Separately from the Tender Offer, and in accordance with the terms of
the Indenture (as defined below), Airborne also hereby gives notice of a
Change in Control (as defined below) of Airborne and offers (the "Change of
Control Offer") to purchase Notes at a price equal to 100% of their aggregate
principal amount, plus accrued but unpaid interest to, but excluding, the
Repurchase Date (as defined below). The Change in Control Offer will expire at
11:59 p.m., New York City time, on November 19, 2003. See the section entitled
"The Change in Control Notice and Offer" of this Statement.

         The Dealer Manager for the Tender Offer and the Soliciation Agent for
the Solicitation is:

                           DEUTSCHE BANK SECURITIES

October 15, 2003, as amended November 5, 2003

<PAGE>

         In the event that any Notes are concurrently validly tendered into
both the Tender Offer and the Change in Control Offer, Airborne will treat
such Notes as being validly tendered into the Tender Offer, which will provide
the tendering Holder with the higher level of consideration as between the two
Offers. Any tender of Notes into the Tender Offer in which a Holder either (i)
elects to receive the Cash and Stock Consideration but fails to properly
complete and execute the Conversion Notice or (ii) elects to receive both the
All Cash Consideration and the Cash and Stock Consideration will not
constitute a valid tender of Notes, and such Holder will not be entitled to
receive any Tender Offer Consideration.

         The Purpose of the Offers

         The purpose of the Tender Offer is to retire all of the Notes and,
pursuant to the Solicitation, to amend several provisions of the Registration
Rights Agreement, while giving Holders flexibility to select the amount and
the nature of the consideration received therefor. The purpose of the Change
in Control Offer is to satisfy the obligations imposed on Airborne under the
Indenture. See "Purpose of the Offers; Source of Funds" and "Description of
the Proposed Amendments."


         The Tender Offer

         Airborne, a Delaware corporation, hereby offers to purchase, upon the
terms and subject to the conditions set forth in this Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice (as it may be
amended or supplemented from time to time, this "Statement") and the related
Consent and Letter of Transmittal (as it may be amended or supplemented from
time to time, the "Consent and Letter of Transmittal"), any and all of its
outstanding 5.75% Convertible Senior Notes due 2007 for, at the Holder's
election, either:

          o    a cash payment of $1,080 per $1,000 principal amount of Notes
               (the "All Cash Consideration"); or

          o    a cash payment of $988.65 plus 42.7599 shares of common stock,
               par value $0.01, of ABX Air, an independent public company
               owned by the former shareholders of Airborne, per $1,000
               principal amount of Notes (the "Cash and Stock Consideration"),
               with cash paid in lieu of fractional shares;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date. The Tender Offer will expire at 11:59 p.m., New York City
time, on November 19, 2003, unless extended by Airborne. The offer to purchase
the Notes upon the terms set forth in this Statement and the Consent and
Letter of Transmittal is referred to herein as the "Tender Offer." As part of
the election to receive the Cash and Stock Consideration, a Holder is required
to agree to convert its Notes and will have to complete the form entitled
"Conversion Notice" set forth in the Consent and Letter of Transmittal. See
"The Tender Offer -- Procedures for Tendering Notes and Delivering Consents in
the Tender Offer" and the Consent and Letter of Transmittal.

In addition, as a part of the Tender Offer, Airborne hereby solicits Consents
from the Holders to the adoption of the Proposed Amendments to the
Registration Rights Agreement, dated March 25, 2002 (the "Registration Rights
Agreement"), executed by Airborne and the Guarantors (as defined in the
Indenture) for the benefit of the Holders. Airborne is not offering any
separate or additional payment for Consents in the Tender Offer from the
payment for the Notes themselves. Pursuant to the terms of the Registration
Rights Agreement, the Proposed Amendments require the receipt of Consents from
Holders of at least a majority in aggregate principal amount of Registrable
Securities (as defined in the Registration Rights Agreement) (the "Requisite
Consents"). If the conditions to the Tender Offer set forth herein are not
satisfied or waived by Airborne, Airborne will not be obligated to accept for
or purchase any Notes validly tendered in the Tender Offer, tendering Holders
will not receive the Tender Offer Consideration and previously tendered Notes
will be returned to tendering Holders. If the Requisite Consents are not
received, the Proposed Amendments will not become operative.

         This Statement and the accompanying Consent and Letter of Transmittal
contain important information that should be read before any decision is made
with respect to the Tender Offer. Under the terms of the Tender Offer, the
completion, execution and delivery of the Consent and Letter of Transmittal
and any additional documents required thereby by a Holder in connection with
the tender of Notes (and thereby the delivery of the related Consent) to the
Tender Offer prior to 11:59 p.m., New York City time, on the Expiration Date
will be deemed to constitute the Consent of that tendering Holder to the
Proposed Amendments relating to the Notes tendered and will entitle the
tendering Holder to receive the Tender Offer Consideration selected by such
Holder.



                                      i
<PAGE>

         The valid tender of Notes to the Tender Offer will constitute the
giving of Consent with respect to such Notes. Holders may not tender their
Notes to the Tender Offer without delivering the related Consents and may not
deliver Consents pursuant to the Tender Offer without tendering the related
Notes.

         Notes tendered and Consents delivered may be withdrawn and revoked at
any time prior to the Expiration Date by following the procedures set forth
under "The Tender Offer -- Withdrawal of Notes and Revocation of Consents from
the Tender Offer." The valid withdrawal of tendered Notes from the Tender
Offer will constitute the revocation of Consent with respect to such Notes and
the valid revocation of Consent will constitute the withdrawal of the related
Notes from the Tender Offer.

         To the extent it is legally permitted to do so, Airborne reserves the
right (i) to waive any and all conditions to the Tender Offer, except that
receipt of the Requisite Consents may not be waived for purposes of effecting
the Proposed Amendments (ii) to extend or terminate the Tender Offer or (iii)
to otherwise amend the Tender Offer in any respect.

         Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender Offer is extended or amended, the terms and
conditions of any such extension or amendment) and applicable law, promptly
following the Expiration Date, Airborne will purchase, by accepting for
purchase, and will promptly pay for all Notes validly tendered (and not
validly withdrawn) pursuant to the Tender Offer, such payment to be made by
the deposit of immediately available funds by Airborne with Deutsche Bank
Trust Company Americas, the depositary for the Offers (the "Depositary"). In
addition, Airborne will promptly instruct ABX Air to issue shares of its
common stock, if any, that are due to Holders that elect to receive the Cash
and Stock Consideration. The date on which Notes are accepted for purchase
under the Tender Offer is herein referred to as the "Acceptance Date."

         In the event that the Tender Offer is withdrawn or otherwise not
completed, the Tender Offer Consideration will not be paid or become payable
to Holders who have validly tendered their Notes in connection with the Tender
Offer and the Proposed Amendments will not become effective. In any such
event, any Notes previously tendered will be returned to the tendering Holder.

         Any Holder desiring to tender Notes and deliver Consents pursuant to
the Tender Offer should either (i) complete and sign the Consent and Letter of
Transmittal (or a manually signed facsimile thereof) in accordance with the
instructions set forth therein, including the election by such Holder as to
whether it wishes to receive the All Cash Consideration or the Cash and Stock
Consideration, and mail or deliver such manually signed Consent and Letter of
Transmittal (or such manually signed facsimile thereof), together with the
certificates evidencing such Notes (or confirmation of the transfer of such
Notes in the account of the Depositary with The Depository Trust Company
("DTC") pursuant to the procedures for book-entry transfer set forth herein)
and any other documents required by the Consent and Letter of Transmittal (or
an Agent's Message (as defined below) in the case of book-entry transfer) to
the Depositary, (ii) request its broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such Holder or (iii)
follow the procedures summarized below for tendering Notes and delivering
Consents through the DTC Automated Tender Offer Program ("ATOP"). Beneficial
owners whose Notes are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact such broker, dealer,
commercial bank, trust company or other nominee if they desire to tender Notes
pursuant to the Tender Offer (and thereby deliver Consents with respect to
such Notes) so registered. A Letter of Instruction is included in the
solicitation materials provided along with this Statement that may be used by
a beneficial owner in this process to effect the tender. See "The Tender Offer
-- Procedures for Tendering Notes and Delivering Consents in the Tender
Offer."


         The Change in Control Offer

         Separately from the Tender Offer, and in accordance with the terms of
the Indenture, dated as of March 25, 2002 (the "Original Indenture"), as
supplemented by the First Supplemental Indenture, dated August, 15, 2003 (the
"First Supplemental Indenture" and, together with the Original Indenture, the
"Indenture"), between Airborne, the Guarantors (as defined therein) and The
Bank of New York, as trustee, pursuant to which the Notes were issued the
Indenture, Airborne also hereby gives notice of a Change in Control of
Airborne and offers to purchase for cash, upon the terms and subject to the
conditions set forth in this Statement, Notes for 100% of their aggregate
principal amount, plus accrued but unpaid interest to, but excluding, the
Repurchase Date. The Change in Control Offer will expire at 11:59 p.m., New
York City time, on November 19, 2003.


                                      ii
<PAGE>

         Consequences to Holders that do not
         Participate in Either of the Offers

         Holders who do not (i) tender their Notes pursuant to the Tender
Offer or who withdraw their Notes from the Tender Offer prior to the
Expiration Date or (ii) tender their Notes pursuant to the Change in Control
Offer will continue to hold Notes pursuant to the terms of the Indenture. The
Notes will continue to be convertible, except that, under the terms of the
Indenture and the Notes, they are now, following the consummation of the
merger (the "Merger") of Airborne with and into Atlantis Acquisition
Corporation, an indirect wholly owned subsidiary of DHL Worldwide Express B.V.
("DHL"), pursuant to which Airborne became an indirect wholly owned subsidiary
of DHL, convertible only into the consideration that the shareholders of
Airborne received in the Merger. This means that every $1,000 principal amount
of Notes is currently convertible into $908.65 and 42.7599 shares of common
stock of ABX Air, with cash paid in lieu of fractional shares. Notes that are
not tendered into either of the Offers will continue to be obligations solely
of Airborne, and will not be obligations of, or guaranteed by, DHL or any of
its affiliates. While it is currently anticipated that Airborne will continue
to operate as an indirect wholly owned subsidiary of DHL, neither DHL nor any
of its affiliates is under any obligation to provide any financial or other
support to Airborne. If the Requisite Consents are received and the Proposed
Amendments become operative, the Proposed Amendments will be binding on all
remaining Holders of Notes which are Registrable Securities. Therefore, the
adoption of the Proposed Amendments may have adverse consequences for Holders
of Notes which are Registrable Securities who elect not to tender their Notes
in either of the Offers.

         See "Certain Significant Consequences to Holders that do not
Participate in Either of the Offers" and "Certain United States Federal Income
Tax Considerations" for a discussion of certain factors that should be
considered in evaluating the Offers.


                                   * * * * *

         Any questions concerning the terms of the Tender Offer or the Change
in Control Offer may be directed to Deutsche Bank Securities, the dealer
manager and the solicitation agent for the transactions (in its capacity as
such, the "Dealer Manager" and the "Solicitation Agent") at the address and
telephone numbers set forth on the back cover of this Statement. Questions and
requests for assistance or additional copies of materials should be directed
to D.F. King & Co., Inc., the information agent for the transactions (the
"Information Agent"), at the address and telephone numbers set forth on the
back cover of this Statement. Beneficial owners of Notes may also contact
their brokers, dealers, commercial banks or trust companies through which they
hold the Notes with questions and requests for assistance concerning the
transaction contemplated hereby. Any Holder or beneficial owner that has
questions concerning the tender procedures should contact the Depositary at
one of the addresses or telephone numbers set forth on the back cover of this
Statement.


                                   IMPORTANT

         This Statement constitutes neither an offer to purchase Notes nor a
solicitation of Consents in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such offer or solicitation
under applicable securities or blue sky laws. The delivery of this Statement
shall not under any circumstances create any implication that the information
contained herein is correct as of any time subsequent to the date hereof or
that there has been no change in the information set forth herein or in any
attachments hereto or in the affairs of Airborne or any of its subsidiaries or
affiliates since the date hereof.

         No dealer, salesperson or other person has been authorized to give
any information or to make any representation not contained in this Statement
and, if given or made, such information or representation may not be relied
upon as having been authorized by Airborne, the Dealer Manager, the
Solicitation Agent or the Information Agent.

         None of Airborne, the Dealer Manager, the Solicitation Agent or the
Information Agent makes any recommendation to you as to whether you should
tender or refrain from tendering your Notes into either Offer or consent or
refrain from consenting to the Proposed Amendments.



                                      iii
<PAGE>

                               TABLE OF CONTENTS

                                                                         Page

SUMMARY TERM SHEET..........................................................1

PURPOSE OF THE OFFERS; SOURCE OF FUNDS......................................4

OFFER COMPARISON............................................................5

THE TENDER OFFER............................................................5
    Principal Terms of the Tender Offer.....................................5
        The Tender Offer....................................................5
        Expiration, Extension, Amendment and Termination
          of the Tender Offer...............................................6
        Acceptance of Notes for Purchase and Payment for Notes
          in the Tender Offer...............................................7
        Conditions to the Tender Offer......................................8
    Procedures for Tendering Notes and Delivering Consents
      in the Tender Offer...................................................9
        Election of Tender Offer Consideration.............................10
        Tender of Notes Held in Physical Form..............................10
        Tender of Notes Held Through A Custodian...........................11
        Tender of Notes Held Through DTC...................................11
        Signature Guarantees...............................................11
        Book-Entry Transfer................................................12
        Transfers of Ownership of Tendered Notes...........................12
        No Guaranteed Delivery.............................................12
        Backup Withholding.................................................12
        Effect of Consent and Letter of Transmittal........................12
        Conversion of Notes Tendered in the Tender Offer...................13
        Other Matters......................................................13
    Withdrawal of Notes and Revocation of Consents from the Tender Offer...13
    Absence of Appraisal Rights............................................14

THE CHANGE IN CONTROL NOTICE AND OFFER.....................................15
    Notice of Change in Control; Change in Control Offer...................15
    Form of Election of Holder to Require Repurchase.......................17

CERTAIN SIGNIFICANT CONSEQUENCES TO HOLDERS THAT DO NOT
  PARTICIPATE IN EITHER OF THE OFFERS......................................18
    Limited Trading Market.................................................18
    Limited Information Concerning Airborne................................18
    Effect of the Proposed Amendments......................................18
    Redemption or Repurchase of Notes......................................19
    Tax Considerations.....................................................19
DESCRIPTION OF THE PROPOSED AMENDMENTS.....................................19

<PAGE>

                                                                         Page

    Amendments to the Registration Rights Agreement........................19
    General Information with Respect to the Proposed Amendments............20

MARKET PRICE INFORMATION FOR THE ABX AIR COMMON STOCK......................20

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS....................20
    Tax Considerations for U.S. Holders....................................21
    Tax Considerations for Non-U.S. Holders................................22
    Information Reporting and Backup Withholding...........................22

IMPORTANT TAX INFORMATION FOR THE OFFERS...................................22

LOST OR MISSING CERTIFICATES...............................................23

THE DEALER MANAGER, THE SOLICITATION AGENT, THE DEPOSITARY
  AND THE INFORMATION AGENT................................................23



<PAGE>


                              SUMMARY TERM SHEET

         The following are answers to some of the questions that you, as a
holder of the 5.75% Convertible Senior Notes Due 2007 of Airborne, Inc. may
have with respect to the Offers. We urge you to read the remainder of this
Statement and the accompanying Consent and Letter of Transmittal carefully
because the information in this summary term sheet is not complete. Additional
important information is contained in the remainder of this document and in
the other documents delivered herewith.


WHO IS OFFERING TO BUY YOUR NOTES?

o    Airborne, the issuer of the Notes, is making both the Tender Offer and
     the Change in Control Offer. As part of its Tender Offer, Airborne is
     also soliciting consents to amend the Registration Rights Agreement
     related to the Notes.

WHAT SECURITIES ARE THE SUBJECT OF THE OFFERS?

o    We are offering to purchase all of our outstanding 5.75% Senior
     Convertible Notes due 2007. As of November 4, 2003, there were
     $150,000,000 aggregate principal amount of Notes outstanding. The Notes
     were issued under an Indenture, dated March 25, 2002, as supplemented by
     the First Supplemental Indenture, dated August 15, 2003, in each case by
     and among Airborne, as issuer, the Guarantors (as defined therein) and
     The Bank of New York, as trustee. We are also seeking, as part of the
     Tender Offer, your consent to amendments to the Registration Rights
     Agreement.

WHY IS AIRBORNE OFFERING TO PURCHASE YOUR NOTES?

o    The Tender Offer: We are offering to purchase your Notes in the Tender
     Offer in order to retire the debt and improve our financial position. We
     also want to terminate our obligation to pay Liquidated Damages to the
     Holders of Registrable Securities under the Registration Rights
     Agreement. As we no longer have a reporting obligation with respect to
     our common stock, we would like to avoid the effort and cost associated
     with making the filings under the Securities and Exchange Act of 1934, as
     amended (the "Exchange Act"), that are required in connection with
     maintaining a shelf registration statement in respect of the very limited
     amount of Convertible Notes that continue to be Registrable Securities
     (less than $15.0 million aggregate principal amount).

o    The Change in Control Offer: We are offering to purchase your Notes in
     the Change in Control Offer because the indenture that governs the Notes
     require us to do so on the terms set forth herein.

WHAT PRICE WILL YOU RECEIVE FOR YOUR NOTES IF YOU TENDER THEM TO US IN THE
TENDER OFFER?

o    We are offering to purchase your Notes in the Tender Offer for, at your
     election, either:

     o    a cash payment of $1,080 per $1,000 principal amount of Notes; or

     o    a cash payment of $988.65 plus 42.7599 shares of common stock, par
          value $0.01, of ABX Air, an independent public company owned by the
          former shareholders of Airborne, per $1,000 principal amount of
          Notes, with cash paid in lieu of fractional shares;

     in each case plus accrued and unpaid interest to, but excluding, the date
     we accept the Notes for purchase in the Tender Offer.

WHAT PRICE WILL YOU RECEIVE IF YOU CONSENT TO THE PROPOSED AMENDMENTS IN THE
TENDER OFFER?

o    We are not offering any separate or additional payments for your consent
     to the proposed amendments to the registration rights agreement in the
     Tender Offer from the payment for the Notes themselves.



                                      1
<PAGE>

WHAT PRICE WILL YOU RECEIVE FOR YOUR NOTES IF YOU TENDER THEM TO US IN THE
CHANGE IN CONTROL OFFER?

o    In accordance with the terms set forth in the indenture that governs the
     Notes, we are offering to purchase your Notes in the Change in Control
     Offer for 100% of their aggregate principal amount, plus accrued but
     unpaid interest to, but excluding, the date the Notes are purchased by us
     in the Change in Control Offer.

MAY I CONSENT TO THE PROPOSED AMENDMENTS WITHOUT TENDERING MY NOTES IN THE
TENDER OFFER?

o    No. In order to consent to the proposed amendments to the registration
     rights agreement in the Tender Offer, you must tender the Notes with
     respect to which such consent relates. You cannot tender your Notes in
     the Tender Offer without consenting to the proposed amendments to the
     registration rights agreement.

MAY I CONSENT TO THE PROPOSED AMENDMENTS IN THE CHANGE IN CONTROL OFFER?

o    No. The Change in Control Offer does not provide for the delivery of your
     consent to the proposed amendments. In accordance with the terms of the
     indenture, the Change in Control Offer is an unconditional offer.

WILL AIRBORNE PURCHASE THE NOTES EVEN IF IT DOES NOT RECEIVE THE REQUISITE
CONSENTS TO THE PROPOSED AMENDMENTS?

o    The Tender Offer: Yes. The Tender Offer is not conditioned on receipt of
     the requisite consents to amend the registration rights agreement.

o    The Change in Control Offer: Yes. As noted above, there is no consent
     element to the Change in Control Offer and, in accordance with the terms
     of the indenture, the Change in Control Offer is an unconditional offer.

ARE THE TENDER OFFER AND THE CHANGE IN CONTROL OFFER RELATED OR CONDITIONED
UPON EACH OTHER?

o    No. Please note that these transactions are separate. Tendering your
     Notes into the Tender Offer will not tender your Notes into the Change in
     Control Offer and tendering your Notes into the Change in Control Offer
     will not tender your Notes, and thereby deliver your consent to the
     proposed amendments, into the Tender Offer.

WHEN DO THE OFFERS EXPIRE?

o    The Tender Offer: You have until 11:59 p.m., New York City time, on
     November 19, 2003, to tender your Notes in the Tender Offer and thereby
     consent to the proposed amendments to the registration rights agreement,
     unless we choose to extend the Tender Offer. We will make a public
     announcement if we extend the Tender Offer to purchase and solicitation.

o    The Change in Control Offer: You have until 11:59 p.m., New York City
     time, on November 19, 2003, to tender your Notes in the Change in Control
     Offer. This offer will not be extended.

WHEN WILL YOU RECEIVE PAYMENT FOR YOUR TENDERED NOTES?

o    The Tender Offer: We will pay for the Notes tendered into the Tender
     Offer promptly following November 19, 2003, the day on which your right
     to tender notes and consent to the proposed amendments expires, if the
     Tender Offer is not extended. If the Tender Offer is extended, we will
     pay for tendered notes promptly following expiration of the extended
     Tender Offer. We will also promptly instruct ABX Air to issue the stock
     portion, if any, of the consideration that you are entitled to receive.

o    The Change in Control Offer: In accordance with the terms of the
     indenture, we will pay for Notes tendered into the Change of Control
     Offer on December 5, 2003.

CAN YOU WITHDRAW YOUR TENDERED NOTES?

o    The Tender Offer: Yes. You may withdraw Notes tendered into the Tender
     Offer at any time before 11:59 p.m., New York City time, on November 19,
     2003, or, if the Tender Offer is extended, 11:59 p.m., New York City
     time, on such later date. To withdraw your Notes from the Tender Offer,
     and thereby revoke your consent, please follow the instructions under
     "The Tender Offer -- Withdrawal Rights and Revocation of Consents from


                                      2
<PAGE>

     the Tender Offer" in this document. If you withdraw your tendered Notes,
     you will be deemed to have revoked your consent with respect to the
     withdrawn Notes.

o    The Change in Control Offer: No. In accordance with the terms set forth
     in the indenture, you may not withdraw Notes tendered into the Change in
     Control Offer.

CAN YOU REVOKE YOUR CONSENTS IN THE TENDER OFFER?

o    You may revoke your consent to the proposed amendments to the
     registration rights agreement delivered in the Tender Offer at any time
     prior to 11:59 p.m., New York City time, on November 19, 2003, or, if the
     Tender Offer is extended, 11:59 p.m., New York City time, on such later
     date. To revoke your consent, and thereby withdraw your Notes from the
     Tender Offer, please follow the instructions under "The Tender Offer--
     Withdrawal Of Notes and Revocation of Consents from the Tender Offer" in
     this document. If you revoke your consent, you will be deemed to withdraw
     your tendered Notes with respect to which the revoked consent relates.
     You may not revoke your consent to the proposed amendments to the
     registration rights agreement without withdrawing your tendered Notes.

WHAT HAPPENS TO YOUR NOTES IF YOU DO NOT TENDER THEM IN EITHER OF THE OFFERS?

o    If you do not tender your Notes, they will remain outstanding and will
     continue to accrue interest until the date of maturity, April 1, 2007,
     unless earlier redeemed by us in accordance with their terms. You will
     continue to have the right to convert your Notes, except that, under the
     terms of the Notes and the indenture, they are now convertible only into
     the consideration received by Airborne's shareholders in its merger with
     DHL. This means that each $1,000 principal amount of Notes is currently
     convertible into $908.65 and 42.7599 shares of ABX Air's common stock,
     with cash paid in lieu of fractional shares. Under the terms of the
     indenture governing the Notes, you may continue to present your Notes for
     conversion to Airborne at its principal office, 1301 Western Avenue, P.O.
     Box 662, Seattle, Washington 98111-0662, or to the Corporate Trust
     Administration, The Bank of New York, 101 Barclay Street, Floor 8W, New
     York, New York 10286. On October 14, 2003, the closing price on the OTC
     Bulletin Board for a share of ABX Air's common stock was $3.30. On
     November 4, 2003, the closing price on the OTC Bulletin Board for a share
     of ABX Air's common stock was $3.65. You should obtain current market
     quotes for ABX Air common stock before making your decision to tender.
     See "Market Price Information for ABX Air Common Stock" in this document.

o    When we purchase Notes under the Offers, the trading market for the Notes
     may be significantly more limited, which may adversely affect the
     liquidity of the Notes. There can be no assurance that any trading market
     will exist for the Notes following the consummation of the Offers. The
     extent of the trading market for the Notes following the consummation of
     the Offers will depend upon, among other things, the remaining
     outstanding principal amount of the Notes at that time, the number of
     holders of the Notes remaining at that time and the interest in
     maintaining a market in the Notes on the part of securities firms.

o    If the proposed amendments to the registration rights agreement are
     approved by a majority in aggregate principal amount of the Notes which
     are Registrable Securities, we will execute a registration rights
     amendment giving effect to the proposed amendments. See "Description of
     the Proposed Amendments."

WHAT ARE THE TAX CONSEQUENCES TO YOU IF YOU TENDER YOUR NOTES IN THE OFFERS?

o    The receipt of cash or cash and stock in exchange for Notes in either of
     the Offers will be a taxable transaction to you for United States federal
     income tax purposes. You will generally recognize capital gain or loss on
     the sale to us of a Note in an amount equal to the difference between (i)
     the amount of cash received for your Note (other than in respect of
     accrued interest) plus the fair market value of the ABX Air common stock
     received (determined as of the date the Notes are converted), if any, and
     (ii) your "adjusted tax basis" in the Notes sold. The capital gain or
     loss will be long-term if you held the Note for more than one year at the
     time of the sale to us. An exception to this capital gain treatment may
     apply if you purchased the Note at a "market discount." See "Certain
     United States Federal Income Tax Considerations" in this document.

HOW SHOULD YOU TENDER YOUR NOTES IN THE OFFERS?

o    To tender your Notes in the Tender Offer or the Change in Control Offer,
     you must carefully follow the instructions in this document, the Consent
     and Letter of Transmittal (for the Tender Offer only) and in the
     accompanying materials. Persons holding Notes through the Depository
     Trust Company must follow a different process than those who are
     themselves the record Holders of the Notes. See "The Tender Offer --
     Procedures

                                      3
<PAGE>

     for Tendering Notes and Delivering Consents in the Tender Offer" and "The
     Change in Control Offer -- Notice of Change in Control; Change in Control
     Offer" in this document.

WHO CAN YOU TALK TO IF YOU NEED MORE INFORMATION?

o    Any questions or request for assistance or additional copies of this
     offer to purchase, consent solicitation statement and change in control
     notice or any of the accompanying materials may be directed to the Dealer
     Manager at (866) 627-0391 (toll free) or (212) 250-7445 (collect) or the
     Information Agent at (888) 887-0082 (toll free). You may also contact
     your broker, dealer, commercial bank or trust company or nominee for
     assistance concerning the Tender Offer.

                    PURPOSE OF THE OFFERS; SOURCE OF FUNDS

     The principal purpose of the Tender Offer is to cause all of the Notes to
be retired and improve our financial position. Airborne also want to terminate
its obligation to pay Liquidated Damages to the Holders of Registrable
Securities under the Registration Rights Agreement. As Airborne no longer has
a reporting obligation with respect to its common stock, Airborne would like
to avoid the effort and cost associated with making the filings under the
Exchange Act that are required in connection with maintaining a shelf
registration statement in respect of the very limited amount of Notes that
continue to be Registrable Securities (less than $15.0 million principal
amount).

         The purpose of the Change in Control Offer is to satisfy the
obligations imposed on Airborne under the Indenture.

         The maximum amount of funds required by Airborne to pay for the
consummation of the transactions contemplated by this Statement and the
related fees and expenses is estimated to be approximately $163.6 million,
assuming that 100% of the outstanding principal amount of Notes are tendered
and accepted for purchase into the Tender Offer.

         Airborne intends to fund the payments for the Notes, together with
the fees and expenses incurred in connection therewith, through equity
contributions or an intercompany loan, documented in the form of an
intercompany balance, from DHL or its affiliates, including Deutsche Post AG
("DPAG"). Any intercompany loan will bear interest at a rate based on U.S.
LIBOR plus a margin and be payable on demand. No documentation of an
intercompany loan is contemplated. In the event that money is loaned to
Airborne, it does not currently have any plans with respect to the repayment
of such a loan. DHL and its affiliates have on hand or available sufficient
funds to pay the maximum estimated amount required for the consummation of the
transactions contemplated by this Statement and the associated fees and
expenses. As DHL and/or its affiliates, including DPAG, are providing
financing for the Offers, these entities may be deemed to also be "bidders"
that are seeking to purchase your Notes from Holders through Airborne.

         From time to time after the Expiration Date, Airborne or its
affiliates may acquire Notes, if any, which remain outstanding following
consummation of the Offers through open market purchases, privately negotiated
transactions, tender offers, exchange offers or otherwise, upon such terms and
at such prices as it may determine, which may be more or less than the price
to be paid pursuant to the Tender Offer and/or the change in Control Offer and
could be for cash or other consideration. Alternatively, subject to the
provisions of the Notes and the Indenture, Airborne may choose to redeem the
Notes. There can be no assurance as to which, if any, of these alternatives
(or combinations thereof) Airborne or its affiliates will pursue. Any
purchases of Notes by Airborne after the Expiration Date will be made in
accordance with the requirements of the Exchange Act, including the rules
promulgated thereunder, and other applicable laws.

                                      4
<PAGE>


                               OFFER COMPARISON

         For your convenience, set forth below is a chart that describes what
would happen if a Holder tendered $100,000 principal amount of Notes in (i)
the Tender Offer and elected to receive the All Cash Consideration, (ii) the
Tender Offer and elected to receive the Stock and Cash Consideration and (iii)
the Change in Control Offer. In each scenario, we have assumed that the Notes
are accepted for payment in the Tender Offer on November 19, 2003, that on
this date the price of a single share of ABX Air common stock is $3.65 and
that the Repurchase Price will be paid under the Change in Control Offer on
December 5, 2003. The information presented below is only meant to be
illustrative. The actual outcomes of the Offers, particularly as they relate
to the price of ABX Air common stock on a given date, may be very different.

-------------------------------------------------------------------------------
                                                    Number of Shares of
                       Amount of Cash to be          Common Stock to be
   Scenarios          Received from Airborne        Received from ABX Air
-------------------------------------------------------------------------------
Tender into the       $108,000, plus $766.67       0 shares
Tender Offer,         in accrued but
electing to receive   unpaid interest
the All Cash
Consideration
-------------------------------------------------------------------------------
Tender into the       $98,865, plus (i) $766.67    4,275 shares, with a market
Tender Offer,         in accrued but unpaid        value of $15,603.75
electing to receive   interest and (ii) $3.61
the Cash and          as payment in lieu of
Stock Consideration   receipt of a fractional
                      share of ABX Air stock
-------------------------------------------------------------------------------
Tender into the       $100,000, plus $1,022.22     0 shares
Change in Control     in accrued but unpaid
Offer                 interest
-------------------------------------------------------------------------------


                               The Tender Offer

                      Principal Terms of the Tender Offer


         The Tender Offer

Airborne hereby offers to purchase for cash, upon the terms and subject to the
conditions set forth in this Statement and the related Consent and Letter of
Transmittal, any and all of its outstanding Notes validly tendered and not
validly withdrawn for, at the election of the Holder, either the All Cash
Consideration or the Cash and Stock Consideration, plus accrued and unpaid
interest to, but excluding, the Acceptance Date. In addition, as part of the
Tender Offer, Airborne hereby solicits, upon the terms and subject to the
conditions set forth in this Statement and the related Consent and Letter of
Transmittal, Consents to the adoption of the Proposed Amendments to the
Registration Rights Agreement. Airborne is not offering any separate or
additional payment for Consents in the Tender Offer from the payment for the
Notes themselves. Pursuant to the terms of the Registration Rights Agreement,
the Proposed Amendments require the receipt of the Requisite Consents. If the
conditions to the Tender Offer set forth herein are not satisfied or waived by
Airborne, Airborne will not be obligated to accept for or purchase any Notes
validly tendered in the Tender Offer, tendering Holders will not receive the
Tender Offer Consideration and previously tendered Notes will be returned to
tendering Holders. If the Requisite Consents are not received, the Proposed
Amendments will not become operative.

         Under the terms of this Statement and the Consent and Letter of
Transmittal, the completion, execution and delivery of the Consent and Letter
of Transmittal and any additional documents required thereby by a Holder in
connection with the tender of Notes to the Tender Offer prior to 11:59 p.m.,
New York City time, on the Expiration Date will be deemed to constitute the
Consent of that tendering Holder to the Proposed Amendments relating to the
Notes tendered and will entitle the tendering Holder to receive the Tender
Offer Consideration selected by such Holder.

         Holders may not tender their Notes to the Tender Offer without
delivering the related Consents and may not deliver Consents pursuant to the
Tender Offer without tendering the related Notes. Notes tendered and Consents


                                      5
<PAGE>

delivered may be withdrawn at any time prior to the Expiration Date by
following the procedures set forth below under "-- Withdrawal of Notes and
Revocation of Consents from the Tender Offer." The valid withdrawal of Notes
from the Tender Offer will constitute the revocation of Consent with respect
to such Notes and the valid revocation of Consent will constitute the
withdrawal of the related Notes from the Tender Offer.

         Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender Offer is extended or amended, the terms and
conditions of any such extension or amendment) and applicable law, promptly
following the Expiration Date, Airborne will purchase, by accepting for
purchase, and will pay for all Notes validly tendered (and not validly
withdrawn) pursuant to the Tender Offer, such payment to be made by the
deposit of immediately available funds by Airborne with the Depositary.
Airborne will also promptly instruct ABX Air to issue the stock portion of the
Cash and Stock Consideration, if any.

         Assuming that the Requisite Consents are received, Airborne intends
on the Acceptance Date to execute an amendment to the Registration Rights
Agreement (the "Registration Rights Amendment"). If the Requisite Consents are
received and the Proposed Amendments become operative, the Proposed Amendments
will be binding on all non-tendering Holders of Notes which are Registrable
Securities. Therefore, the adoption of the Proposed Amendments may have
adverse consequences for Holders of Notes which are Registrable Securities who
elect not to tender their Notes in to either Offer.

         Holders who do not tender their Notes for purchase pursuant to the
Tender Offer or who withdraw their Notes prior to the Expiration Date will
continue to hold Notes pursuant to the terms of the Indenture (assuming such
Holders do not participate in the Change in Control Offer). The Notes will
continue to be obligations solely of Airborne, and will not be obligations of,
or guaranteed by, DHL or any of its affiliates. While it is currently
anticipated that Airborne will continue to operate as an indirect wholly owned
subsidiary of DHL, neither DHL nor any of its affiliates is under any
obligation to provide any financial or other support to Airborne. See "Certain
Significant Consequences to Holders that do not Participate in Either of the
Offers."

         The Notes purchased in the Tender Offer will cease to be outstanding
and will be delivered to the Trustee for cancellation immediately after such
purchase. When we purchase Notes under the Tender Offer, the trading market
for the Notes may be significantly more limited, which may adversely affect
the liquidity of the Notes. There can be no assurance that any trading market
will exist for the Notes following the consummation of the Offers. The extent
of the trading market for the Notes following the consummation of the Offers
will depend upon, among other things, the remaining outstanding principal
amount of the Notes at such time, the number of Holders remaining at such time
and the interest in maintaining a market in the Notes on the part of
securities firms.

         If less than all the principal amount of Notes held by a Holder is
tendered and accepted pursuant to the Tender Offer, Airborne will issue, and
the Trustee will authenticate and deliver to or on the order of the Holder
thereof, at the expense of Airborne, new Notes of authorized denominations in
a principal amount equal to the portion of the Notes not tendered or not
accepted, as the case may be, as promptly as practicable after the Expiration
Date.

         Expiration, Extension, Amendment and Termination of the Tender Offer

         The Tender Offer will expire at 11:59 p.m., New York City time, on
November 19, 2003, unless extended by Airborne.

         Airborne expressly reserves the right to extend the Tender Offer on a
daily basis or for such period or periods as it may determine in its sole
discretion from time to time by giving written or oral notice to the
Depositary and by making a public announcement by press release prior to 9:00
a.m., New York City time, on the next business day following the previously
scheduled Expiration Date. During any extension of the Tender Offer, Notes
previously tendered and all related Consents previously delivered pursuant to
the Tender Offer (and not validly withdrawn) will remain subject to the Tender
Offer and may, subject to the terms and conditions of the Tender Offer, be
accepted for purchase by Airborne on the Expiration Date, subject to the
withdrawal rights of Holders. For purposes of the Tender Offer, the term
"business day" means any day other than a Saturday, Sunday or a federal
holiday, and shall consist of the time period from 12:01 a.m. through 12:00
midnight Eastern Time.

         To the extent it is legally permitted to do so, Airborne expressly
reserves the right, in its sole discretion, to (i) waive any condition to the
Tender Offer, except that receipt of the Requisite Consents is required by the
for the approval of the Proposed Amendments and may not be waived with respect
to the Proposed Amendments,


                                      6
<PAGE>

(ii) increase the Tender Offer Consideration or (iii) amend any
other term of the Tender Offer. Any amendment to the Tender Offer will apply
to all Notes tendered and not previously accepted for purchase, regardless of
when or in what order such Notes were tendered. If Airborne makes a material
change in the terms of the Tender Offer, Airborne will disseminate additional
Tender Offer materials and will extend the Tender Offer, in each case, to the
extent required by law. In addition, if Airborne changes either (x) the
principal amount of the Notes subject to the Tender Offer or (y) the Tender
Offer Consideration, then the Tender Offer will be amended to the extent
required by law to ensure that the Tender Offer remains open for at least ten
business days after the date that notice of any such change is first
published, given or sent to Holders by Airborne.

         To the extent it is legally permitted to do so, Airborne expressly
reserves the right, in its sole discretion, to terminate the Tender Offer,
including if any conditions applicable to the Tender Offer set forth under "--
Conditions to the Tender Offer" have not been satisfied or waived by Airborne.
Any such termination will be followed promptly by a public announcement of
such termination and Airborne will also promptly inform the Depositary of its
decision to terminate the Tender Offer.

         In the event that the Tender Offer is withdrawn or otherwise not
completed, the Tender Offer Consideration will not be paid or become payable
to Holders who have validly tendered their Notes in connection with the Tender
Offer. In any such event, any Notes previously tendered will be returned to
the tendering Holder and the Proposed Amendments will not become operative.


         Acceptance of Notes for Purchase and Payment for Notes in the
         Tender Offer

         Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender Offer is extended or amended, the terms of any such
extension or amendment) and subject to applicable law, Holders that tender
their Notes to the Tender Offer (and do not properly withdraw such tenders)
and thereby deliver their Consents to the Proposed Amendments on or prior to
11:59 p.m., New York City time, on the Expiration Date will be entitled to
receive the Tender Offer Consideration. Upon the terms and subject to the
conditions of the Tender Offer, Airborne will purchase, by accepting for
purchase on the Expiration Date, and will pay for such Notes promptly
following the Acceptance Date. In addition, Airborne will promptly instruct
ABX Air to issue the shares of its common stock, if any, that are due to
Holders that elect to receive the Cash and Stock Consideration.

         Airborne expressly reserves the right, in its sole discretion, to
extend the Expiration Date and to delay acceptance for purchase of Notes
tendered under the Tender Offer or the payment for Notes accepted for purchase
pursuant to the Tender Offer (subject to Rule 14e-1 under the Exchange Act,
which requires that Airborne pay the consideration offered or return the Notes
deposited by or on behalf of the Holders promptly after the termination or
withdrawal of the Tender Offer) if any of the conditions set forth below under
"-- Conditions to the Tender Offer" shall not have been satisfied or waived by
Airborne or in order to comply in whole or in part with any applicable law, in
either case by oral or written notice of such delay to the Depositary. In all
cases, payment for Notes accepted for purchase pursuant to the Tender Offer
will be made only after timely receipt by the Depositary of Notes (or
confirmation of book-entry transfer thereof), a properly completed and duly
executed Consent and Letter of Transmittal (or a facsimile thereof) and any
other documents required thereby.

         For purposes of the Tender Offer, Airborne will be deemed to have
accepted for purchase validly tendered Notes (or defectively tendered Notes
with respect to which Airborne has waived such defect) if, as and when
Airborne gives oral or written notice thereof to the Depositary. Payment for
Notes accepted for purchase in the Tender Offer will be made by Airborne by
depositing such payment, in immediately available funds, with the Depositary,
which will act as agent for the tendering Holders for the purpose of receiving
the Tender Offer Consideration and transmitting the same to such Holders.
Airborne will notify the Depositary of which Notes tendered on or prior to the
Expiration Date are accepted for purchase and payment pursuant to the Tender
Offer. Upon the terms and subject to the conditions of the Tender Offer,
delivery of the cash portion of Tender Offer Consideration will be made by the
Depositary promptly after receipt of funds for the payment of such Notes by
the Depositary. Holders who elect to receive the Cash and Stock Consideration
should be aware that the stock portion of the Cash and Stock Consideration
will be issued directly to them by National City Bank, the transfer agent and
registrar for ABX Air, following receipt of instructions to issue such shares
from ABX Air.

         Tenders of Notes and the accompanying delivery of Consents pursuant
to the Tender Offer will be accepted only in principal amounts of $1,000 or
integral multiples thereof (provided that no single Note may be purchased in


                                      7
<PAGE>

part unless the principal amount of such Note to be outstanding after such
repurchase is equal to $1,000 or an integral multiple thereof).

         If, for any reason, acceptance for purchase of or payment for validly
tendered Notes pursuant to the Tender Offer is delayed, or Airborne is unable
to accept for purchase or to pay for validly tendered Notes pursuant to the
Tender Offer, then the Depositary may, nevertheless, on behalf of Airborne,
retain tendered Notes, without prejudice to the rights of Airborne and of
Holders described under "-- Expiration, Extension, Amendment and Termination
of the Tender Offer," "-- Conditions to the Tender Offer" and "-- Withdrawal
of Notes and Revocation of Consents from the Tender Offer," but subject to
Rule 14e-1 under the Exchange Act, which requires that Airborne pay the
consideration offered or return the Notes tendered promptly after the
termination or withdrawal of the Tender Offer.

         If any tendered Notes are not accepted for purchase for any reason
pursuant to the terms and conditions of the Tender Offer, or if certificates
are submitted evidencing more Notes than are tendered, certificates evidencing
unpurchased Notes will be returned, without expense, to the tendering Holder
(or, in the case of Notes tendered by book-entry transfer into the
Depositary's account at DTC pursuant to the procedures set forth below under
the caption "Procedures for Tendering Notes and Delivering Consents in the
Tender Offer -- Book-Entry Transfer," such Notes will be credited to an
account maintained at DTC, designated by the participant therein who so
delivered such Notes), unless otherwise requested by such Holder under
"Special Delivery Instructions" in the Consent and Letter of Transmittal,
promptly following the Expiration Date.

         No alternative, conditional or contingent tenders will be accepted. A
tendering Holder, by execution of a Consent and Letter of Transmittal (or a
manually signed facsimile thereof), waives all right to receive notice of
acceptance of such Holder's Notes for purchase.

         Holders of Notes tendered and accepted for purchase pursuant to the
Tender Offer will be entitled to accrued and unpaid interest on their Notes
to, but not including, the Acceptance Date. Under no circumstances will any
additional interest be payable because of any delay by the Depositary in the
transmission of funds to the Holders of purchased Notes or otherwise.

         Holders of Notes purchased in the Tender Offer will not be obligated
to pay brokerage commissions or fees or to pay transfer taxes with respect to
the purchase of their Notes unless the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" on the
Consent and Letter of Transmittal has been completed, as described in the
Instructions thereto. Airborne will pay all other charges and expenses in
connection with the Tender Offer. See "The Dealer Manager, the Solicitation
Agent, the Depositary and the Information Agent."


         Conditions to the Tender Offer

         Airborne's obligation to accept for purchase and to pay for Notes
validly tendered and not validly withdrawn in the Tender Offer is subject to
and conditioned the satisfaction or waiver of the conditions set forth below.
If the conditions to the Tender Offer set forth herein are not satisfied or
waived, Airborne will not be obligated to accept for or purchase any Notes
validly tendered in the Tender Offer, tendering Holders will not receive the
Tender Offer Consideration and previously tendered Notes will be returned to
tendering Holders. If the Requisite Consents are not received, the Proposed
Amendments will not become operative.

     Airborne may waive any of the conditions of the Tender Offer, in whole or
in part, at any time and from time to time prior to the Expiration Date,
except that the receipt of Requisite Consents is required for approval of the
Proposed Amendments and may not be waived with respect to the Proposed
Amendments. If the Requisite Consents are obtained pursuant to the Tender
Offer by the Expiration Date, Airborne intends, on the Acceptance Date, to
execute the Registration Rights Amendment.

         Subject to Rule 14e-1(c) under the Exchange Act and notwithstanding
any other provision of the Tender Offer and in addition to (and not in
limitation of) Airborne's rights to terminate, extend and/or amend the Tender
Offer in its sole discretion, Airborne shall not be required to accept for
purchase, or to pay for, any tendered Notes if any of the following have
occurred:

              (a)    there shall have been instituted, threatened, or be
         pending any action or proceeding (or there shall have been any
         material adverse development in any action or proceeding currently
         instituted, threatened or pending) before or by any court,
         governmental, regulatory or administrative agency or


                                      8
<PAGE>

         instrumentality, or by any other person, in connection with the
         Tender Offer, that in the reasonable judgment of Airborne, either
         (i) is, or is reasonably likely to be, materially adverse to the
         business, operations, properties, condition (financial or
         otherwise), assets, liabilities or prospects of Airborne or (ii)
         would or might prohibit, prevent, restrict or delay consummation of
         the Tender Offer;

              (b)    an order, statute, rule, regulation, executive order,
         stay, decree, judgment or injunction shall have been proposed,
         threatened, enacted, entered, issued, promulgated, enforced or
         deemed applicable by any court of governmental, regulatory or
         administration agency or instrumentality that, in the reasonable
         judgment of Airborne, would or might prohibit, prevent, restrict or
         delay consummation of the Tender Offer or that is, or is reasonably
         likely to be, materially adverse to the business, operations,
         properties, condition (financial or otherwise), assets, liabilities
         or prospects of Airborne;

              (c)    the Trustee under the Indenture shall have objected in any
         respect to or taken any action that could, in the reasonable
         judgment of Airborne, adversely affect the consummation of the
         Tender Offer or Airborne's ability to effect any of the Proposed
         Amendments, or shall have taken any action that challenges the
         validity or effectiveness of the procedures used by Airborne in
         soliciting the Consents (including the form thereof) or in the
         making of the Tender Offer or the acceptance of, or payment for, the
         Notes and Consents; or

              (d)    there shall have occurred (i) any general suspension of,
         or limitation on prices for, trading in securities in the United
         States securities or financial markets, (ii) any significant adverse
         change in the price of the Notes in the United States or other major
         securities or financial markets, (iii) a material impairment in the
         United States trading market for debt securities, (iv) a declaration
         of a banking moratorium or any suspension of payments in respect of
         banks in the United States or other major financial markets (whether
         or not mandatory), (v) any limitation (whether or not mandatory) by
         any government or governmental, administrative or regulatory
         authority or agency, domestic or foreign, or other event that, in
         the reasonable judgment of Airborne, might affect the extension of
         credit by banks or other lending institutions, (vi) a commencement
         of a war or armed hostilities or other national or international
         calamity directly or indirectly involving the United States or (vii)
         in the case of any of the foregoing existing on the date hereof, a
         material acceleration or worsening thereof.

         The conditions to the Tender Offer are for the sole benefit of and
may be asserted by Airborne, in its reasonable discretion, regardless of the
circumstances giving rise to such conditions, or may be waived by Airborne, in
whole or in part, at any time or from time to time prior to the Expiration
Date, in its reasonable discretion, except that receipt of the Requisite
Consents is required by the Indenture and the Registration Rights Agreement
for the approval of the Proposed Amendments and may not be waived with respect
to the Proposed Amendments. The failure by Airborne at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right,
and each such right shall be deemed an ongoing right, which may be asserted at
any time and from time to time. Any determination by Airborne concerning the
events described in this section shall be final and binding upon all persons.

                      Procedures for Tendering Notes and
                   Delivering Consents in the Tender Offer

         The valid tender of Notes to the Tender Offer (which are not
subsequently withdrawn) will constitute the delivery of Consent with respect
to such Notes. Holders may not tender their Notes to the Tender Offer without
delivering the related Consents. A defective tender of Notes to the Tender
Offer (which defect is not waived by Airborne) will not constitute a valid
Consent to the Proposed Amendments and will not be counted for purposes of
determining whether the Requisite Consents have been received by Airborne.
Holders may not deliver Consents pursuant to the Tender Offer without
tendering the related Notes. Accordingly, any Holder desiring to Consent to
the Proposed Amendments pursuant to the Tender Offer must validly tender (and
not validly withdraw) such Holder's Notes to the Tender Offer by complying
with the procedures for tendering Notes set forth in this Statement and the
accompanying Consent and Letter of Transmittal.

         The procedures for tendering Notes in the Tender Offer and in the
Change in Control Offer are separate. Notes tendered into the Tender Offer
will not be tendered into the Change in Control Offer, and Notes tendered into
the Change in Control Offer will not be tendered into the Tender Offer. In the
event that any Notes are concurrently validly tendered into both the Tender
Offer and the Change in Control Offer, Airborne will


                                      9
<PAGE>

treat such Notes as being validly tendered into the Tender Offer, which will
provide the tendering Holder with the higher level of consideration as between
the two Offers.

         The method of delivery of the Notes and Consents and Letters of
Transmittal, any required signature guarantees and all other required
documents, including delivery through DTC and any acceptance of an Agent's
Message transmitted through ATOP, is at the election and risk of the person
tendering Notes and delivering the Consent and Letters of Transmittal and,
except as otherwise provided in the Consent and Letter of Transmittal,
delivery will be deemed made only when actually received by the Depositary. If
delivery is by mail, it is suggested that the Holder use properly insured,
registered mail with return receipt requested, and that the mailing be made
sufficiently in advance of the Expiration Date to permit delivery to the
Depositary on or prior to such date. Manually signed facsimile copies of the
Consent and Letter of Transmittal, properly completed and duly executed, will
be accepted. The Consent and Letters of Transmittal and Notes should be sent
only to the Depositary, not to Airborne, the Trustee, the Dealer Manager, the
Solicitation Agent, the Information Agent or DTC.

         The tender of Notes by a Holder (and subsequent acceptance of such
tender by Airborne) in the Tender Offer pursuant to any of the procedures set
forth in this Statement and in the accompanying Consent and Letter of
Transmittal will constitute a binding agreement between such Holder and
Airborne, upon the terms and subject to the conditions of the Tender Offer set
forth in this Statement and in the accompanying Consent and Letter of
Transmittal.

         Only registered Holders are authorized to tender their Notes and
thereby Consent to the Proposed Amendments. The procedures by which Notes may
be tendered (and the related Consents thereby given) by beneficial owners that
are not registered Holders will depend upon the manner in which the Notes are
held.

         Unless the Notes being tendered are deposited by the Holder with the
Depositary prior to the Expiration Date (accompanied by a properly completed
and duly executed Consent and Letter of Transmittal), Airborne may, at its
option, reject such tender. Payment for Notes will be made only against
deposit of tendered Notes and delivery of all other required documents.


         Election of Tender Offer Consideration

         As part of the tendering process in the Tender Offer, a Holder must
elect to receive either the All Cash Consideration or the Cash and Stock
Consideration by either (i) completing the form entitled "Election of Tender
Offer Consideration" and, if the Holder elects to receive the Cash and Stock
Consideration, the form entitled "Conversion Notice" in the Consent and Letter
of Transmittal, (ii) requesting its broker, dealer, commercial bank, trust
company or other nominee to effect the transaction and select the form of
consideration such Holder desires to receive or (iii) following the
appropriate procedures prescribed by DTC for tendering Notes and selecting the
form of consideration through ATOP. As part of the election to receive the
Cash and Stock Consideration, a Holder is required to agree to convert its
Notes and to complete and execute the Conversion Notice contained in the
Consent and Letter of Transmittal. The Conversion Notice and conversion of the
Notes will not be effective until the related Notes are accepted for payment
by Airborne. Any tender of Notes into the Tender Offer in which a Holder
either (i) elects to receive the Cash and Stock Consideration but fails to
properly complete and execute the Conversion Notice or (ii) elects to receive
both the All Cash Consideration and the Cash and Stock Consideration will not
constitute a valid tender of Notes, and such Holder will not be entitled to
receive any Tender Offer Consideration.


         Tender of Notes Held in Physical Form

         For a Holder to validly tender Notes held in physical form pursuant
to the Tender Offer, a properly completed and duly executed Consent and Letter
of Transmittal (or a facsimile thereof), including the election by such Holder
as to whether it wishes to receive the All Cash Consideration of the Cash and
Stock Consideration, together with any signature guarantees, or, in the case
of a book-entry transfer, an Agent's Message, and any other documents required
by the instructions to the Consent and Letter of Transmittal, must be received
by the Depositary at one of its addresses set forth on the back cover of this
Statement and certificates for tendered Notes must be received by the
Depositary at any of such addresses (or delivery of Notes may be effected
pursuant to the procedures for book-entry transfer described below and a
confirmation of such book-entry transfer must be received by the Depositary)
on or prior to the Expiration Date.



                                      10
<PAGE>

         If the certificates for Notes are registered in the name of a person
other than the signer of a Consent and Letter of Transmittal, then, in order
to tender such Notes pursuant to the Tender Offer, the certificates evidencing
such Notes must be endorsed or accompanied by appropriate bond powers signed
exactly as the name or names of such Holder or Holders appear on the
certificates, with the signature(s) on the certificates or bond powers
guaranteed as provided below.


         Tender of Notes Held Through A Custodian

         Any beneficial owner whose Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wish
to tender their Notes (and thereby deliver Consents) in the Tender Offer
should contact such registered Holder promptly and instruct such Holder to
tender their Notes on such beneficial owner's behalf, specifying the form of
Tender Offer Consideration such beneficial owner elects to receive. If such
beneficial owner wishes to tender such Notes himself or herself, such
beneficial owner must, prior to completing and executing the Consent and
Letter of Transmittal and delivering such Notes, either make appropriate
arrangements to register ownership of the Notes in such beneficial owner's
name or follow the procedures described in the immediately preceding
paragraph. The transfer of record ownership may take considerable time.


         Tender of Notes Held Through DTC

         To effectively tender Notes to the Tender Offer that are held through
DTC, DTC participants should, instead of physically completing and signing the
Consent and Letter of Transmittal, electronically transmit their acceptance
through ATOP, for which the transaction will be eligible, and DTC will then
edit and verify the acceptance and send an Agent's Message to the Depositary
for its acceptance. Delivery of tendered Notes must be made to the Depositary
pursuant to the book-entry delivery procedures set forth herein and in the
Consent and Letter of Transmittal. To tender Notes (and thereby deliver
Consents) in the Tender Offer through ATOP, the electronic instructions sent
to DTC and transmitted by DTC to the Depositary must contain the character by
which the DTC participant acknowledges its receipt of and agrees to be bound
by the Consent and Letter of Transmittal, including, in the case of Holders
that elect to receive the Cash and Stock Consideration, the Conversion Notice
contained therein.

         The term "Agent's Message" means a message transmitted by DTC to, and
receivable by, the Depositary and forming a part of the Book-Entry
Confirmation (as defined below), which states that DTC has received an express
acknowledgment from the participant in DTC described in such Agent's Message,
stating the aggregate principal amount of the Notes that have been tendered by
such participant pursuant to the Tender Offer and that such participant has
received the Tender Offer and agrees to be bound by the terms of the Tender
Offer and that Airborne may enforce such agreement against such participant.


         Signature Guarantees

         No signature guarantee is required if (i) the Consent and Letter of
Transmittal is signed by the registered Holder (which term includes any
participant in DTC whose name appears on a security position listing as the
owner of the Notes) of the Notes tendered therewith and payment of the Tender
Offer Consideration is to be made, or if any Notes for principal amounts not
tendered or not accepted for purchase are to be issued, directly to such
Holder (or, if tendered by a participant in DTC, any Notes for principal
amounts not tendered or not accepted for purchase are to be credited to such
participant's account) and neither the "Special Issuance Instructions" box nor
the "Special Delivery Instructions" box on the Consent and Letter of
Transmittal has been completed or (ii) such Notes are tendered (and Consents
thereby delivered) for the account of any institution that is an Eligible
Institution (as defined below). In all other cases, all signatures on Consents
and Letters of Transmittal and endorsements on certificates, signatures on
bond powers and consent proxies (if any) accompanying Notes must be guaranteed
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each of
the foregoing being referred to as an "Eligible Institution"). If the Notes
are registered in the name of a person other than the signer of the Consent
and Letter of Transmittal or if Notes not accepted for purchase or not
tendered are to be returned to a person other than the registered Holder, then
the signatures on the Consents and Letters of Transmittal accompanying the
tendered Notes must be guaranteed as described above.



                                      11
<PAGE>

         Book-Entry Transfer

         The Depositary will establish an account with respect to each of the
Notes at DTC for purposes of the Tender Offer within two business days after
the date of this Statement, and any financial institution that is a
participant in DTC may make book-entry delivery of the Notes by causing DTC to
transfer such Notes into the Depositary's account in accordance with DTC's
procedures for such transfer. However, although delivery of Notes may be
effected through book-entry transfer into the Depositary's account at DTC, an
Agent's Message in connection with a book-entry transfer and any other
required documents must, in any case, be transmitted to and received by the
Depositary on or prior to the Expiration Date. The confirmation of a
book-entry transfer into the Depositary's account at DTC as described above is
referred to herein as a "Book-Entry Confirmation." Delivery of documents to
DTC does not constitute delivery to the Depositary.


         Transfers of Ownership of Tendered Notes

         Holders may not transfer record ownership of any Notes validly
tendered into the Tender Offer and not properly withdrawn. Beneficial
ownership in tendered Notes may be transferred by the Holder by delivering to
the Depositary at one of its addresses set forth on the back cover of this
Statement an executed Consent and Letter of Transmittal identifying the name
of the person who deposited the Notes to be transferred and completing the
Special Issuance Instructions box with the name of the transferee (or, if
tendered by book-entry transfer, the name of the DTC participant on the
security position listing as the transferee of such Notes) and the principal
amount of the Notes to be transferred. If certificates have been delivered or
otherwise identified (through a Book-Entry Confirmation with respect to such
Notes) to the Depositary, the name of the Holder who deposited the Notes, the
name of the transferee and the certificate numbers relating to such Notes
should also be provided in the Consent and Letter of Transmittal. A person who
succeeds to the beneficial ownership of tendered Notes pursuant to the
procedures set forth herein, will be entitled to receive the Tender Offer
Consideration if the Notes are accepted for purchase or to receipt of the
tendered Notes if the Tender Offer is terminated.


         No Guaranteed Delivery

         There are no guaranteed delivery provisions provided for by Airborne
in conjunction with the Tender Offer under the terms of this Statement or any
other of the other offer materials. Holders must tender their Notes and
thereby deliver the related Consents in accordance with the procedures set
forth under "-- Procedures for Tendering Notes and Delivering Consents in the
Tender Offer" and in the Consent and Letter of Transmittal.


         Backup Withholding

         To prevent backup United States federal income tax withholding, each
tendering Holder of Notes must provide the Depositary with such Holder's
correct taxpayer identification number and certify that such Holder is not
subject to backup United States federal income tax withholding by completing
the Internal Revenue Service Form W-9 ("Form W-9") enclosed with this
Statement or other acceptable substitute form, or an applicable Internal
Revenue Service Form W-8 ("Form W-8") or acceptable substitute form, if such
Holder is a non-U.S. Holder. A Form W-8 can be obtained from the Depositary.
For discussion of United States federal income tax considerations relating to
backup withholding, see "Certain United States Federal Income Tax
Considerations."


         Effect of Consent and Letter of Transmittal

         Subject to and effective upon the acceptance for purchase, and
payment for, of the Notes tendered thereby, by executing and delivering a
Consent and Letter of Transmittal a tendering Holder of Notes (i) irrevocably
sells, assigns and transfers to Airborne, all right, title and interest in and
to the Notes tendered thereby or, in the case of Holders that elect to receive
the Cash and Stock Consideration, irrevocably agrees to convert the Notes
tendered thereby, in either case effective as of the Acceptance Date, (ii)
waives any and all rights with respect to the Notes (including any existing or
past defaults and their consequences in respect of the Notes, the Indenture
and the Registration Rights Agreement), (iii) releases and discharges Airborne
from any and all claims such Holder may have now, or may have in the future
arising out of, or related to, the Notes (including any claims that such
Holder is entitled to receive additional principal or interest payments with
respect to the Notes or to participate in any redemption or defeasance of the
Notes), (iv) irrevocably constitutes and appoints the Depositary as the true
and


                                      12
<PAGE>

lawful agent and attorney-in-fact of such Holder with respect to any such
tendered Notes, with full power of substitution and re-substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) to (a) deliver certificates representing such Notes, or transfer
ownership of such Notes on the account books maintained by DTC, together, in
any such case, with all accompanying evidences of transfer and authenticity,
to Airborne, (b) present such Notes for transfer of ownership on the relevant
security register and (c) receive all benefits or otherwise exercise all
rights of beneficial ownership over such Notes (except that the Depositary
will have no rights to, or control over, funds from Airborne or stock from ABX
Air, except as agent for Airborne, for the Tender Offer Consideration for any
tendered Notes that are purchased by Airborne in the Tender Offer) and (v)
delivers such Holder's Consent to the Proposed Amendments, and as
certification that the Requisite Consents have been received, all in
accordance with the terms and conditions f the Tender Offer.


         Conversion of Notes Tendered in the Tender Offer

         Holders have the right to convert Notes tendered in the Tender Offer
pursuant to the terms of the Indenture at any time prior to 11:59 p.m., New
York City time, on the Expiration Date. Pursuant to the terms of the
Indenture, each $1,000 principal amount of Notes is currently convertible into
$908.65 and 42.7599 shares of ABX Air's common stock, with cash paid in lieu
of fractional shares. Holders can exercise their conversion privilege under
the terms of the Indenture by validly withdrawing Notes tendered in the Tender
Offer prior to 11:59 p.m., New York City time, on the Expiration Date and
surrendering such Notes in accordance with the terms of the Indenture together
with the form entitled "Conversion Notice" to Airborne at its principal
office, 1301 Western Avenue, P.O. Box 662, Seattle, Washington 98111-0662,
Attention: General Counsel or to the Corporate Trust Administration, The Bank
of New York, 101 Barclay Street, Floor 8W, New York, New York 10286. If a
Holder elects to convert their Notes pursuant to the terms of the Indenture,
such Holder will only receive $908.65 and 42.7599 shares of ABX Air's common
stock, with cash paid in lieu of fractional shares, for each $1,000 principal
amount of Notes converted and will not be entitled to receive any other
payment or consideration pursuant to either of the Tender Offer or the Change
in Control Offer.


         Other Matters

         Notwithstanding any other provision of the Tender Offer, payment of
the Tender Offer Consideration in exchange for Notes tendered and accepted for
purchase pursuant to the Tender Offer will occur only after timely receipt by
the Depositary of the tendered Notes (or a Book-Entry Confirmation with
respect to such Notes), together with a properly completed and duly executed
Consent and Letter of Transmittal in proper form (or a manually signed
facsimile thereof) with any required signature guarantees (or, in the case of
a book-entry transfer, an Agent's Message) and any other required documents.

         All questions as to the form of all documents and the validity
(including time of receipt), eligibility and acceptance of all tenders of
Notes (and related delivery of Consents) in the Tender Offer will be
determined by Airborne, in its sole discretion, the determination of which
shall be final and binding. Alternative, conditional or contingent tenders
will not be considered valid. Airborne reserves the absolute right to reject
any or all tenders of Notes to the Tender Offer that are not in proper form or
the acceptance of which would, in Airborne's opinion, be unlawful. Airborne
also reserves the right to waive any defects, irregularities or conditions of
tender as to particular Notes in the Tender Offer (other than defects in the
proper completion and execution of the Conversion Notice by any Holder
attempting to elect to receive the Cash and Stock Consideration). Airborne's
interpretations of the terms and conditions of the Tender Offer (including the
instructions in the Consent and Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Notes to the
Tender Offer must be cured within such time as Airborne determines, unless
waived by Airborne. Tenders of Notes (and delivery of the related Consents )
to the Tender Offer shall not be deemed to have been made until all defects
and irregularities have been waived by Airborne or cured. None of Airborne,
the Dealer Manager, the Solicitation Agent, the Depositary, the Information
Agent or any other person will be under any duty to give notice of any defects
or irregularities in tenders of Notes, or will incur any liability to Holders
for failure to give any such notice.

                Withdrawal of Notes and Revocation of Consents
                             from the Tender Offer

         Tenders of Notes and deliveries of Consents made prior to the
Expiration Date may be properly withdrawn and revoked at any time prior to the
Expiration Date and, if not yet accepted for payment, after the expiration of
40 business days from the date the Tender Offer was commenced. The valid
withdrawal of Notes from the Tender


                                      13
<PAGE>

Offer will constitute the concurrent revocation of Consent with respect to
such Notes and the valid revocation of Consent will constitute the concurrent
withdrawal of the related Notes from the Tender Offer. For a withdrawal of
Notes from the Tender Offer to be proper, a Holder must comply fully with the
withdrawal procedures set forth below.

         Holders who wish to exercise their right to withdrawal or to revoke
Consent with respect to the Tender Offer must give written notice of
withdrawal or revocation delivered by mail, hand delivery or facsimile
transmission (or an electronic ATOP transmission notice of withdrawal or
revocation in the case of DTC participants), which notice must be received by
the Depositary at one of its addresses set forth on the back cover of this
Statement prior to the Expiration Date. In order to be valid, a notice of
withdrawal or revocation must (i) specify the name of the person who tendered
the Notes to be withdrawn or delivered the Consents to be revoked, (ii) state
the name in which the Notes are registered (or, if tendered by book-entry
transfer, the name of the DTC participant whose name appears on the security
position listing as the owner of such Notes), if different than that of the
person who tendered the Notes to be withdrawn or to which the Consents to be
revoked relate, (iii) contain the description of the Notes to be withdrawn or
to which the Consents to be revoked relate and identify the certificate number
or numbers shown on the particular certificates evidencing such Notes (unless
such Notes were tendered by book-entry transfer) and the aggregate principal
amount represented by such Notes and (iv) be signed by the Holder of such
Notes in the same manner as the original signature on the Consent and Letter
of Transmittal by which such Notes were tendered and Consents delivered
(including any required signature guarantees), if any, or be accompanied by
(x) documents of transfer sufficient to have the Trustee register the transfer
of the Notes into the name of the person withdrawing such Notes or revoking
such Consents and (y) a properly completed irrevocable proxy that authorized
such person to effect such withdrawal or revocation on behalf of such Holder.
If the Notes to be withdrawn or the Consents to be revoked have been delivered
or otherwise identified to the Depositary, a signed notice of withdrawal is
effective immediately upon written or facsimile notice of withdrawal even if
physical release is not yet effected. Any Notes properly withdrawn will be
deemed to be not validly tendered for purposes of the Tender Offer and will
render the related Consent defective. Any Consents properly revoked will cause
the related Notes to be deemed to be properly withdrawn.

         Notes properly withdrawn from the Tender Offer may thereafter be
re-tendered (and Consents thereby re-given) to the Tender Offer at any time
prior to the Expiration Date by following the procedures described under "--
Procedures for Tendering Notes and Delivering Consents in the Tender Offer."

         All questions as to the form and validity (including time of receipt)
of any notice of withdrawal of a tender or the revocation of a Consent from
the Tender Offer will be determined by Airborne, in its sole discretion, which
determination shall be final and binding. None of Airborne, the Depositary,
the Dealer Manager, the Solicitation Agent, the Information Agent or any other
person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal of a tender or revocation of a
Consent or incur any liability for failure to give any such notification.


                          Absence of Appraisal Rights

         There are no appraisal or other similar statutory rights available to
Holders in connection with the Tender Offer.



                                      14
<PAGE>

                    THE CHANGE IN CONTROL NOTICE AND OFFER

             Notice of Change in Control; Change in Control Offer

         Effective August 15, 2003, Atlantis Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of DHL, was
merged with and into Airborne (the "Merger"). As a result of the Merger,
Airborne became an indirect wholly owned subsidiary of DHL. Capitalized terms
that are used in this section of this Statement but not defined herein shall
have the meaning assigned to such terms in the Indenture. The Merger
constitutes a Change in Control under the Indenture. A "Change in Control" is
defined in the Indenture to mean, subject to certain exceptions:

         (i)     the acquisition by any person (including any syndicate or
                 group deemed to be a "person" under Section 13(d)(3) of the
                 Exchange Act) of beneficial ownership, directly or
                 indirectly, through a purchase, merger or other acquisition
                 transaction or series of transactions, of shares of capital
                 stock of Airborne entitling such person to exercise 50% or
                 more of the total voting power of all shares of capital
                 stock of Airborne entitled to vote generally in the
                 elections of directors, other than any such acquisition by
                 Airborne, any subsidiary of Airborne or any employee benefit
                 plan of Airborne; or

         (ii)    any consolidation of Airborne with, or merger of Airborne
                 into, any other person, any merger of another person into
                 Airborne, or any conveyance, sale, transfer or lease of
                 all or substantially all of the assets of Airborne to
                 another person (other than (a) any such transaction (x)
                 that does not result in any reclassification, conversion,
                 exchange or cancellation of outstanding shares of capital
                 stock of Airborne and (y) pursuant to which the holders of
                 50% or more of the total voting power of all shares of
                 Airborne's capital stock entitled to vote generally in the
                 election of directors immediately prior to such
                 transaction have the entitlement to exercise, directly or
                 indirectly, 50% or more of the total voting power of all
                 shares of capital stock entitled to vote generally in the
                 election of directors of the continuing or surviving
                 corporation immediately after such transaction or (b) any
                 transaction which is effected solely to change the
                 jurisdiction of incorporation of Airborne and results in a
                 reclassification, conversion or exchange of outstanding
                 shares of common stock of Airborne into solely shares of
                 common stock).

         Under Article 14 of the Indenture, Airborne is required to give
Holders notice of the Change in Control and each Holder has the right to
require Airborne to repurchase all of its Notes or any portion thereof (in
multiples of U.S. $1,000) at a purchase price equal to 100% of the principal
amount of Notes to be repurchased plus accrued but unpaid interest, subject to
applicable withholding taxes.

         Accordingly, Airborne hereby gives each Holder notice of the Change
in Control and offers to purchase all Notes for 100% of their aggregate
principal amount, plus accrued but unpaid interest to, but excluding, the
Repurchase Date. Please note that the procedures for tendering Notes in the
Change in Control Offer and in the Tender Offer are separate. Notes tendered
into the Change in Control Offer will not be tendered into the Tender Offer,
and Notes tendered into the Tender Offer will not be tendered into the Change
in Control Offer. In the event that any Notes are concurrently validly
tendered into both the Tender Offer and the Change in Control Offer, Airborne
will treat such Notes as being validly tendered into the Tender Offer, which
will provide the tendering Holder with the higher level of consideration as
between the two Offers.

         Holders who do not tender their Notes for purchase pursuant to the
Change in Control Offer will continue to hold Notes pursuant to the terms of
the Indenture (assuming such Holders do not participate in the Tender Offer).
The Notes will continue to be obligations solely of Airborne, and will not be
obligations of, or guaranteed by, DHL or any of its affiliates. While it is
currently anticipated that Airborne will continue to operate as an indirect
wholly owned subsidiary of DHL, neither DHL nor any of its affiliates is under
any obligation to provide any financial or other support to Airborne. See
"Certain Significant Consequences to Holders that do not Participate in Either
of the Offers."

         Holders of Notes that are not tendered pursuant to the Change in
Control Offer will not have the right after November 19, 2003, to exercise
their Change in Control rights in respect of such Notes in connection with the
Merger.



                                      15
<PAGE>

         The Notes purchased in the Change in Control Offer will cease to be
outstanding and will be delivered to the Trustee for cancellation immediately
after such purchase.

         In accordance with Article 14 of the Indenture, we make the following
Change in Control Offer on the terms set forth below:

              o     this offer will remain open until November 19, 2003, and
                    all Notes validly tendered prior to 11:59 p.m., New York
                    City time, on this date will be accepted for payment;

              o     the purchase price for Notes is 100% of their aggregate
                    principal amount, plus accrued but unpaid interest to, but
                    excluding, the Repurchase Date, subject to applicable
                    withholding taxes;

              o     the purchase price will be paid in cash;

              o     the Repurchase Date is December 5, 2003;

              o     any Note which is not tendered will continue to accrue
                    interest;

              o     any Note that Airborne accepts for payment pursuant to the
                    Change in Control Offer shall cease to accrue interest on
                    the Repurchase Date unless Airborne defaults in the payment
                    of the purchase price;

              o     Holders who elect to have Notes purchased pursuant to the
                    Change in Control Offer will be required to surrender such
                    Notes along with an executed Election of Holder to Require
                    Repurchase to the Depositary at one of its addresses set
                    forth on the back cover of this Statement prior to 11:59
                    p.m., New York City time, on November 19, 2003. The form
                    of Election of Holder to Require Repurchase is set out on
                    the reverse of the Notes, and a copy is also set out below
                    under "-- Form of Election of Holder to Require
                    Repurchase";

              o     Holders who elect to have Notes purchased pursuant to the
                    Change in Control Offer must also submit to the Depository
                    such Holder's correct tax identification number on Form
                    W-9, a copy of which is enclosed with this Statement, or
                    an applicable Form W-8, which any non-U.S. Holder can
                    obtain from the Depositary;

              o     any Holder who elect to have Airborne repurchase less than
                    all of its Notes also needs to indicate on the Election of
                    Holder to Require Repurchase the serial number of the
                    Notes being purchased and the name of the person in which
                    the portion thereof to remain outstanding after such
                    purchase is to be registered;

              o     an election to accept the Change in Control Offer cannot be
                    withdrawn once the Depositary receives your Notes and the
                    completed election form;

              o     Holders have the right to convert the Notes tendered in the
                    Change in Control Offer until 11:59 p.m., New York City
                    time, on December 3, 2003. Holders can exercise the
                    conversion privilege by surrendering the Notes (if not
                    already surrendered) with the form entitled "Conversion
                    Notice" to Airborne at its principal office, 1301 Western
                    Avenue, P.O. Box 662, Seattle, Washington 98111-0662,
                    Attention: General Counsel or to the Corporate Trust
                    Administration, The Bank of New York, 101 Barclay Street,
                    Floor 8W, New York, New York 10286. Each $1,000 principal
                    amount of Notes is currently convertible into $908.65 and
                    42.7599 shares of ABX Air's common stock, with cash paid
                    in lieu of fractional shares. In the event that a Holder
                    elects to convert any Notes after tendering such Notes in
                    the Change in Control Offer, such Holder will only receive
                    $908.65 and 42.7599 shares of ABX Air's common stock, with
                    cash paid in lieu of fractional shares, for each $1,000
                    principal amount of Notes converted and will not be
                    entitled to receive any other payment or consideration
                    pursuant to either of the Tender Offer or the Change in
                    Control Offer; and



                                      16
<PAGE>

              o     if a Holder's Notes are purchased only in part in the
                    Change in Control Offer, that Holder will be issued Notes
                    equal in principal amount to the unpurchased portion of
                    the Notes surrendered.

         None of Airborne, the Dealer Manager, the Solicitation Agent or the
Information Agent makes any recommendation to you as to whether you should
tender or refrain from tendering your Notes in the Change in Control Offer.


               Form of Election of Holder to Require Repurchase

         The form of Election of Holder to Require Repurchase, as set out in
the form of the Notes, is as set forth below. Capitalized terms used but not
defined in the form of Election of Holder to Require Repurchase shall have the
meanings assigned to such terms in the Indenture.



                   ELECTION OF HOLDER TO REQUIRE REPURCHASE

         (1) Pursuant to Section 14.1 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

         (2) The undersigned hereby directs the Trustee or the Company to pay
it or ____________________ an amount in cash or, at the Company's election,
Common Stock valued as set forth in the Indenture, equal to 100% of the
principal amount to be repurchased (as set forth below), plus interest accrued
to, but excluding, the Repurchase Date, as provided in the Indenture.

Dated:  ___________________

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

-------------------------------
Signature(s)

Signature(s) must be guaranteed by an Eligible Guarantor Institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.





-------------------------------
Signature Guaranteed

Principal amount to be repurchased (at least U.S. $1,000
or an integral multiple of $1,000 in excess thereof):  _____________________

Remaining principal amount following such repurchase (not less than
U.S. $1,000):  _______________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of the Security in every particular, without alteration
or any change whatsoever.




                                      17
<PAGE>

            CERTAIN SIGNIFICANT CONSEQUENCES TO HOLDERS THAT DO NOT
                      PARTICIPATE IN EITHER OF THE OFFERS

         Holders who do not (i) tender their Notes pursuant to the Tender
Offer or who withdraw their Notes from the Tender Offer prior to the
Expiration Date or (ii) tender their Notes pursuant to the Change in Control
Offer will continue to hold Notes pursuant to the terms of the Indenture.
However, if the Requisite Consents are received and the Proposed Amendments
become operative, the Proposed Amendments will be binding on all remaining
Holders. Therefore, the adoption of the Proposed Amendments may have adverse
consequences for Holders who elect not to tender their Notes in either of the
Offers. See "Description of the Proposed Amendments."

         Notes that remain outstanding after the consummation of the Offers
will continue to be the obligations solely of Airborne and will not be
obligations of, or guaranteed by, DHL or any of its affiliates. While it is
currently anticipated that Airborne will continue to operate as an indirect
wholly owned subsidiary of DHL, neither DHL nor any of its affiliates is under
any obligation to provide any financial or other support to Airborne. Such
Notes will continue to be convertible, except that, under the terms of the
Indenture and the Notes, they are now convertible only into the consideration
that the shareholders of Airborne received in the Merger. This means that
every $1,000 principal amount of Notes is currently convertible into $908.65
and 42.7599 shares of common stock of ABX Air, with cash paid in lieu of
fractional shares. On October 14, 2003, the closing price of the ABX Air
common stock, as reported on the OTC Bulletin Board, was $3.30. On November 4,
2003, the closing price on the OTC Bulletin Board for a share of ABX Air's
common stock was $3.65. For information on the recent stock price of ABX Air
common stock, see "Market Price Information for ABX Air Common Stock." For
additional information on ABX Air, see their website at http://www.abxair.com
and their filings with the SEC, which are available to the public at the SEC's
website at http://www.sec.gov.

         In deciding whether to participate in either of the Offers, each
Holder should consider carefully, in addition to the information set forth
above and contained elsewhere in this Statement, the following:

                            Limited Trading Market

         The Notes are not listed on any securities exchange or reported on a
national quotation system, although they have been eligible to trade on the
PORTAL(TM) Market of the National Association of Securities Dealers, Inc. To
the knowledge of Airborne, the trading volumes for the Notes are generally
low. To the extent that Notes are tendered and accepted in the Offers, the
trading market for Notes may become even more limited. A bid for a debt
security with a smaller outstanding principal amount available for trading (a
smaller "float") may be lower than a bid for a comparable debt security with a
greater float. Therefore, the market price for Notes that remain outstanding
after consummation of Offers may be affected adversely to the extent that the
number of Notes purchased or converted reduces the float. The reduced float
may also tend to make the trading price more volatile. Holders of outstanding
Notes may attempt to obtain quotations for the Notes from their brokers;
however, there can be no assurance that an active trading market will exist
for the Notes following the Offers. The extent of the public market for the
Notes following consummation of the Offers will depend upon the number of
Holders remaining at such time and the interest in maintaining a market in the
Notes on the part of securities firms and other factors.

                    Limited Information Concerning Airborne

     Following the consummation of the Merger, the registration of Airborne's
common stock under the Exchange Act was terminated and the shares were
delisted from the New York Stock Exchange and the Pacific Coast Stock
Exchange. Airborne intends to stop making the filings under the Exchange Act
that are required in connection with maintaining the shelf registration
statement in respect of the very limited amount of Notes that continue to be
Registrable Securities (less than $15.0 million principal amount).  This lack
of information may adversely affect the liquidity and trading prices of the
Notes.

                       Effect of the Proposed Amendments

         If the Proposed Amendments become operative, the Notes that are not
tendered and purchased pursuant to the Offers will remain outstanding and will
be subject to the terms of the Indenture and the Registration Rights
Agreement, as amended by the Registration Rights Amendment. In addition, as a
result of the adoption of the



                                      18
<PAGE>

Proposed Amendments, certain provisions of the Registration Rights Agreement
will be amended or eliminated and Holders of outstanding Notes which are
Registrable Securities will no longer be entitled to the benefits of such
provisions. The approval of these Proposed Amendments could negatively impact
the price at which the outstanding Notes which are Registrable Securities may
trade. See "Description of the Proposed Amendments."

                       Redemption or Repurchase of Notes

         Airborne has the right to redeem the Notes prior to maturity at any
time on or after April 1, 2005. Although the Notes that remain outstanding
after the consummation of the Offers are redeemable by Airborne at its option
in accordance with the terms set forth in the Indenture, and Airborne reserve
the right, in its sole discretion, from time to time to purchase any Notes
that remain outstanding through open market or privately negotiated
transactions, one or more additional tender or exchange offers or otherwise,
Airborne is under no obligation to do so.

                              Tax Considerations

         See "Certain United States Federal Income Tax Considerations" for a
discussion of certain tax matters that should be considered in evaluating your
options.


                    DESCRIPTION OF THE PROPOSED AMENDMENTS

                Amendments to the Registration Rights Agreement

         Set forth below is a description of the Proposed Amendments to the
Registration Rights Agreement for which Consents are being solicited pursuant
to the Tender Offer. This description is qualified by reference to the full
provisions of the Registration Rights Agreement. The capitalized terms used in
this section of this Statement and not otherwise defined shall have the
meanings ascribed to them in the Registration Rights Agreement.

         The Proposed Amendments to the Registration Rights Agreement would
delete in their entirety the following sections (including any references to
defined terms contained therein) of the Registration Rights Agreement:

         Section 2 - Shelf Registration - Section 2 requires, among other
things, that Airborne and the Guarantors (as defined in the Indenture) (i)
keep a Shelf Registration Statement effective in respect of Registrable
Securities until the earliest of the sale of any registered Notes, the
expiration of a period referred to in Rule 144(k) under the Securities Act of
1933, as amended, or two years from the effective date of the Shelf
Registration Statement; (ii) take any necessary action to enable a Holder to
use the Prospectus; and (iii) if at any time the Notes are convertible into
securities other than Airborne's common stock, to cause or to cause any
successor under the Indenture to cause, such securities to be included in the
Shelf Registration Statement no later than the date on which the Notes may
then be convertible into such securities.

         Section 3 - Registration Procedures - Section 3 requires, among other
things, that (i) Airborne mail a Notice and Questionnaire to Holders after the
effective date of the Shelf Registration Statement and (ii) Airborne is
required upon request by Holders who elected to be named selling security
holders in the Shelf Registration Statement to furnish to each such Holder
copies of the Prospectus included in the Shelf Registration Statement and all
post-effective amendments, including financial statements and schedules and
all other documents or exhibits that are filed with the SEC or incorporated by
reference in the Shelf Registration Statement.

         Section 4 - Registration Expenses - Section 4 provides that Airborne
will bear all fees and expenses incurred in connection with the performance of
the registration requirements, including reimbursing certain Holders for the
reasonable fees and disbursements of a single counsel elected by 25% of the
Notes covered by the Shelf Registration Statement.

         Section 7 - Liquidated Damages - Section 7 provides, among other
things, that the interest rate on all the Notes which are Registrable
Securities will increase by an additional 0.5% per annum ("Liquidated
Damages") if (i) the Shelf Registration Statement relating thereto ceases to
be effective for more than 30 days, whether or not consecutive, during any 90
day period; or (ii) the Shelf Registration Statement ceases to be effective
for more than 90 days, whether or not consecutive, during any 365 day period.



                                      19
<PAGE>

                      General Information with Respect to
                            the Proposed Amendments

         The Proposed Amendments would also make certain other changes to the
Registration Rights Agreement of a technical or conforming nature, including
the deletion of certain definitions and the elimination of certain
cross-references.

         The foregoing information is qualified in its entirety by reference
to the Registration Rights Agreement and the Registration Rights Amendment,
copies of which can be obtained without charge from Airborne.

         In order for the Proposed Amendments to be adopted, Airborne requires
the receipt of Consents from Holders of at least a majority in aggregate
principal amount of Registrable Securities. Pursuant to the terms of the
Registration Rights Agreement, assuming that the Requisite Consents are
received, Airborne intends on the Acceptance Date to execute the Registration
Rights Amendment, which provides for the Proposed Amendments. If the Proposed
Amendments become operative, Holders of Notes that have not been tendered in
the Offers will be bound thereby, notwithstanding the fact that they did not
consent to the Proposed Amendments.


             MARKET PRICE INFORMATION FOR THE ABX AIR COMMON STOCK

         Each $1,000 aggregate principal amount of Notes is convertible into
$908.65 plus 42.7599 shares of ABX Air's common stock (with cash being paid in
lieu of fractional shares). Under the terms of the Indenture, Holders may
continue to present their Notes for conversion to Airborne or The Bank of New
York, Corporate Trust Administration, 101 Barclay Street, Floor 8W, New York,
New York 10286. ABX Air's common stock is registered with the Securities and
Exchange Commission and traded on the OTC Bulletin Board under the symbol
"ABXA.OB." However, the common stock has only been trading for a few months
and the volume of trading in the common stock is limited, with a daily average
trading volume about 3% of the total number of shares outstanding. Since the
common stock of ABX Air started to trade, the high and low closing prices have
been $3.65 and $0.60, respectively. As of August 15, 2003, there were
approximately 48,853,000 shares of ABX Air common stock outstanding. On
October 14, 2003, the closing price of a share of ABX Air common stock, as
reported on OTC Bulleting Board, was $3.30. On November 4, 2003, the closing
price on the OTC Bulletin Board for a share of ABX Air's common stock was
$3.65.


            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

         The following discussion describes the material United States federal
income tax considerations relating to the Offers that may be relevant to U.S.
and non-U.S. Holders (each as defined below). The following discussion does
not purport to be a full description of all United States federal income tax
consequences of the Offers and does not address any other taxes that might be
applicable to a Holder of the Notes, such as tax consequences arising under
the tax laws of any state, locality or foreign jurisdiction or other
consequences, such as estate or gift tax consequences. Further, this
discussion does not address all aspects of United States federal income
taxation that may be relevant to particular Holders of Notes in light of their
personal circumstances and does not deal with persons that are subject to
special tax rules, such as dealers in securities, traders that elect to mark
to market their securities, regulated investment companies, real estate
investment trusts, financial institutions, insurance companies, tax-exempt
entities, persons holding the Notes as part of a hedging or conversion
transaction, a straddle or a constructive sale and persons whose functional
currency is not the United States dollar. The discussion below assumes that
the Notes are held as capital assets within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

         The discussion of the United States federal income tax considerations
below is based on currently existing provisions of the Internal Revenue Code,
the applicable United States Treasury Regulations promulgated and proposed
under the Internal Revenue Code, judicial decisions and administrative
interpretations, all of which are subject to change, possibly on a retroactive
basis. Because individual circumstances may differ, you are strongly urged to
consult your tax advisor with respect to your particular tax situation and the
particular tax effects of any state, local, non-United States or other tax
laws and possible changes in the tax laws.

         As used herein, a U.S. Holder means a beneficial owner of a Note who
is, for United States federal income tax purposes:

         o     a citizen or resident of the United States;



                                      20
<PAGE>

         o     a corporation created or organized in or under the laws of
               the United States or of any political subdivision thereof;

         o     an estate the income of which is subject to United States
               federal income taxation regardless of its source; or

         o     a trust if (1) it is subject to the primary supervision of a
               court within the United States and one or more United
               States persons have the authority to control all
               substantial decisions of the trust, or (2) it has a valid
               election in effect under applicable United States Treasury
               Regulations to be treated as a United States person.

         As used herein, a non-U.S. Holder means a beneficial owner of a Note,
other than an entity treated as a partnership, who is not a U.S. Holder.

         If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. A Holder that is a partner of a partnership tendering or
surrendering Notes should consult its tax advisor.

         You should consult your tax advisor as to the particular tax
consequences to you for participating in the Offers, including the
applicability and effect of any state, local or non-United States tax laws.

                      Tax Considerations for U.S. Holders

         Treatment of Tendering U.S. Holders. A U.S. Holder who participates
in the Offers will recognize gain or loss equal to the difference between (i)
the amount of cash received plus the fair market value (determined as of the
date of the conversion) of ABX Air common stock received, if any, and (ii) the
U.S. Holder's adjusted tax basis in the Notes sold. A U.S. Holder's adjusted
tax basis generally will be the original cost of the Notes increased by all
market discount (see explanation below) included in the U.S. Holder's gross
income and decreased by any payments received on the Notes, other than
payments of stated interest, and by any amortizable bond premium (the excess
of a U.S. Holder's initial tax basis in the Notes over the principal amount
payable at maturity) which the U.S. Holder has previously deducted from
income. Subject to the market discount rules discussed below, such gain or
loss generally will be long-term capital gain or loss if the Notes have been
held for more than one year. For certain non-corporate Holders (including
individuals), net long-term capital gain, if in excess of net short-term
capital losses, will be subject to tax at a reduced rate. To the extent that
the amount paid for the Notes is attributable to accrued but unpaid interest,
it will constitute ordinary income to the Holder unless previously included in
income.

         A U.S. Holder who acquired a Note at a "market discount" (subject to
a statutorily-defined de minimis exception) generally will be required to
treat any gain recognized pursuant to the Offers as ordinary income rather
than capital gain to the extent of the accrued market discount (on a straight
line basis, or, at the election of the holder, on a constant interest basis),
unless an election was made to include market discount in income as it accrued
for United States federal income tax purposes. Market discount at the time a
Note is purchased (other than in the initial offering of the Notes) generally
equals the excess of the principal amount of the Note over a Holder's initial
tax basis in the Note.

         Treatment of Non-Tendering U.S. Holders. The tax treatment of a U.S.
Holder that does not participate in the Offers will depend upon whether the
modification to the Notes results in a "deemed" exchange of such Notes for
United States federal income tax purposes. Generally, the modification of a
debt instrument will be treated as a "deemed" exchange of an old debt
instrument for a new debt instrument if such modification is "significant"
within the meaning of the United States Treasury Regulations promulgated under
Section 1001 of the Internal Revenue Code. A modification is "significant" if,
based on all the facts and circumstances, the legal rights and obligations
that are altered and the degree to which they are altered are economically
significant, provided that a modification that adds, deletes, or alters
customary accounting or financial covenants is not a "signification
modification." Airborne believes that the adoption of the Proposed Amendments
should not constitute a "significant modification" to the terms of the Notes.
In this case, a U.S. Holder who does not participate in the Offers would not
recognize any gain or loss even if the Proposed Amendments were to become
effective.

         There is no specific authority that defines customary accounting or
financial covenants. Accordingly, the Internal Revenue Service could assert
that the Proposed Amendments are not modifications that add, delete or alter
customary accounting or financial covenants and are otherwise significant
modifications to the terms of the Notes.



                                      21
<PAGE>

If this assertion were successful, then, a U.S. Holder that does not
participate in the Offers would be treated as having exchanged the Notes for
new Notes and such deemed exchange may be taxable to the Holder.

                    Tax Considerations for Non-U.S. Holders

         Treatment of Tendering Non-U.S. Holders. A non-U.S. Holder generally
who participates in the Offers will not be subject to United States federal
income tax on gain realized unless the non-U.S. Holder is an individual who is
present in the United States for 183 days or more in the taxable year of the
disposition, and other applicable conditions are met, or the gain is
effectively connected with the conduct by the non-U.S. Holder of a trade or
business in the United States (and if a treaty applies, the gain is generally
attributable to the U.S. permanent establishment maintained by such non-U.S.
Holder).

         Treatment of Non-Tendering Non-U.S. Holders. If the Proposed
Amendments become effective, it is possible that the non-U.S. Holders who do
not participate in the Offers may be treated as recognizing income for United
States federal income tax purposes from the receipt of interest or gain as a
result of a "deemed" exchange of their Notes. (See "-- Tax Considerations for
U.S. Holders -- Treatment of Non-Tendering or Non-Converting U.S. Holders"
above.) In such event, the discussion in "-- Tax Considerations for Non-U.S.
Holders" above shall apply to any gain. Any amounts attributable to interest
may be subject to United States federal income withholding tax unless certain
conditions are satisfied and the non-U.S. Holder provides an applicable Form
W-8, or an appropriate substitute form, to certify as to its non-U.S. status.

                 Information Reporting and Backup Withholding

         A U.S. Holder may be subject to information reporting and backup
withholding with respect to the amounts received pursuant to the Offers unless
such U.S. Holder (i) is a corporation or other exempt recipient and, when
required, establishes this exemption or (ii) provides his or her correct
taxpayer identification number (which, in the case of an individual, is his or
her social security number), certifies that he or she is not currently subject
to backup withholding and otherwise complies with applicable requirements of
the information reporting and backup withholding rules. A U.S. Holder can
satisfy these requirements by completing and submitting the enclosed Form W-9.
A U.S. Holder who does not provide his or her correct taxpayer identification
number may be subject to penalties imposed by the Internal Revenue Service.
Any amount withheld under these rules will be creditable against the U.S.
Holder's United States federal income tax liability, and if withholding
results in an overpayment of taxes, the U.S. Holder may apply for a refund
from the Internal Revenue Service.

         Information reporting and backup withholding may apply to payments to
non-U.S. Holders if such Holders fail to certify their exempt status by
properly completing an applicable Form W-8 or an appropriate substitute form.


                   IMPORTANT TAX INFORMATION FOR THE OFFERS

         Under United States federal income tax laws, a Holder whose Notes are
accepted for purchase in the Offers is required by law to provide the
Depositary (as payer on behalf of Airborne) with such Holder's correct TIN on
Form W-9 enclosed herewith, or otherwise establish a basis for exemption from
backup withholding. If such Holder is an individual, the TIN is his or her
social security number. If the Depositary is not provided with the correct
TIN, the Internal Revenue Service may impose a penalty and payments made with
respect to Notes purchased pursuant to the Offers may be subject to backup
withholding. Failure to comply truthfully with the backup withholding
requirements also may result in the imposition of severe criminal and/or civil
fines and penalties.

         Certain Holders (including, among others, all corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. Exempt Holders should furnish their TIN, write
"Exempt" on the face of the Form W-9, and sign, date and return the Form W-9
to the Depositary. A foreign person, including a foreign entity, may qualify
as an exempt recipient by submitting to the Depositary a properly completed
applicable Form W-8, signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See
the Form W-9 enclosed herewith, which includes additional instructions.

         If backup withholding applies, the Depositary is required to withhold
28% of any payments made to the Holder or other payee. Backup withholding is
not an additional United States federal income tax. Rather, the United States
federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained provided the requisite
information is furnished to the Internal Revenue Service.



                                      22
<PAGE>

         Purpose of Form W-9. To prevent backup withholding on payments made
pursuant to the Offers, the Holder is required to provide the Depositary with
either: (i) the Holder's correct TIN by completing the form included in the
Form W-9 enclosed herewith, certifying that the TIN provided on the Form W-9
is correct (or that such Holder is awaiting a TIN) and that (A) the Holder has
not been notified by the Internal Revenue Service that the Holder is subject
to backup withholding as a result of failure to report all interest or
dividends or (B) the Internal Revenue Service has notified the Holder that the
Holder is no longer subject to backup withholding; or (ii) an adequate basis
for exemption.

         Number to give the Depositary. The Holder is required to give the
Depositary the TIN (e.g., social security number or employer identification
number) of the registered Holder of the Notes. If the Notes are held in more
than one name or are held not in the name of the actual owner, consult the
enclosed Form W-9 for additional guidance on which number to report.


                         Lost or Missing Certificates

         If a Holder desires to tender Notes pursuant to either of the Offers,
but the certificates evidencing such Notes have been mutilated, lost, stolen
or destroyed, such Holder should write to or telephone the Trustee for the
Notes at the following address or telephone number about procedures for
obtaining replacement certificates for such Notes, arranging for
indemnification or any other matter that requires handling by the Trustee:

                             The Bank of New York
                        Corporate Trust Administration
                         101 Barclay Street, Floor 8W
                           New York, New York 10286
                           Telephone: (212) 815-6331


                  THE DEALER MANAGER, THE SOLICITATION AGENT,
                   THE DEPOSITARY AND THE INFORMATION AGENT

         Airborne has retained Deutsche Bank Securities Inc. to act as Dealer
Manager and Solicitation Agent in connection with the Offers. In its capacity
as Dealer Manager and Solicitation Agent, Deutsche Bank Securities may contact
Holders regarding the Offers and may request brokers, dealers and other
nominees to forward this Statement and related materials to beneficial owners
of Notes. Any questions or requests for assistance may be directed to the
Dealer Manager and Solicitation Agent at its address or telephone numbers set
forth on the back cover of this Statement. Holders of Notes may also contact
their broker, dealer, commercial bank or trust company for assistance
concerning any of the transactions described in this Statement.

         Airborne has agreed to pay Deutsche Bank Securities a customary fee
for its services rendered in connection the transactions contemplated hereby.
In addition, Airborne will reimburse Deutsche Bank Securities for its
reasonable out-of-pocket expenses, including the reasonable expenses and
disbursements of its legal counsel. Airborne has also agreed to indemnify
Deutsche Bank Securities and its affiliates against certain liabilities in
connection with its services, including liabilities under the federal
securities laws. At any given time, Deutsche Bank Securities may trade Notes
or other securities of Airborne or ABX Air for its own account or for the
accounts of its customers and, accordingly, may hold a long or short position
in Notes and/or these other securities.

         Deutsche Bank Securities and its affiliates have provided in the
past, and/or are currently providing, other investment banking and financial
advisory services to Airborne and its affiliates. Deutsche Bank Securities and
its affiliates may continue to provide various investment banking and other
services to Airborne and its affiliates, for which they will receive customary
compensation from Airborne.

         Deutsche Bank Trust Company Americas has been appointed as Depositary
for the Offers. Consent and Letters of Transmittal delivered pursuant to the
Tender Offer and Elections of Holders to Require Repurchase delivered pursuant
to the Change in Control Offer and all other deliveries and correspondence in
connection with these transactions should be sent or delivered by each Holder
or a beneficial owner's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of its addresses or telephone numbers
set forth on the back cover of this Statement. Any Holder or beneficial owner
that has questions concerning the procedures for tendering of Notes,
delivering Consents or surrendering Notes for conversion should contact the
Depositary. Airborne has agreed to pay the Depositary reasonable and customary
fees for its services and to reimburse the



                                      23
<PAGE>

Depositary for its reasonable out-of-pocket expenses in connection therewith.
Airborne has also agreed to indemnify the Depositary for certain liabilities,
including liabilities under the federal securities laws.

         D.F. King & Co., Inc. has been appointed as Information Agent for the
Offers. Airborne has agreed to pay the Information Agent reasonable and
customary fees for its services and to reimburse the Information Agent for its
reasonable out-of-pocket expenses in connection therewith. Requests for
additional copies of this Statement and the Consent and Letters of Transmittal
related to the Tender Offer may be directed to the Information Agent at the
address and phone number set forth on the back cover of this Statement.

         None of the Dealer Manager, the Solicitation Agent, the Depositary or
the Information Agent assume any responsibility for the accuracy or
completeness of the information concerning Airborne or any of its subsidiaries
or the transactions described in this Statement or any of the other documents
related to such transactions or for any failure by Airborne to disclose events
that may have occurred after the date of this Statement that may affect the
significance or accuracy of this information.

         In connection with the transactions contemplated by this Statement,
directors and officers of Airborne and regular employees of Airborne (who will
not be specifically compensated for such services) may solicit tenders of
Notes by use of the mails, personally or by telephone.

         Brokers, dealers, commercial banks, trust companies and other
nominees will be reimbursed by Airborne for customary mailing and handling
expenses incurred by them in forwarding material to their customers. Airborne
will not pay any fees or commissions to any broker, dealer or other person
(other than Deutsche Bank Securities as the Dealer Manager and the
Solicitation Agent) in connection with the solicitation of tenders of Notes
into the Offers.





                                      24
<PAGE>

                       The Depositary for the Offers is:

                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                          Information (800) 735-7777

   By Registered or               Regular Mail &               In Person by
   Certified Mail:              Overnight Courier:               Hand Only:

      DB Services                   DB Services                Deutsche Bank
    Tennessee, Inc.               Tennessee, Inc.              Trust Company
  Reorganization Unit            Corporate Trust &                Americas
   P.O. Box 292737                Agency Services           C/O The Depository
Nashville, TN 37229-2737        Reorganization Unit                Trust
  Fax: (615) 835-3701        648 Grassmere Park Road       Clearing Corporation
                                Nashville, TN 37211          55 Water Street,
                             Attention: Karl Shepherd            1st floor
                               Confirm by Telephone            Jeanette Park
                                  (615) 835-3572                  Entrance
                                                            New York, NY 10041



         Any requests for assistance or additional copies of this Statement
and any other documents related to the Offers may be directed to the
Information Agent at the telephone numbers and address set forth below.

                   The Information Agent for the Offers is:

                             D.F. King & Co., Inc.
                                48 Wall Street
                           New York, New York 10005
                       Banks and Brokers, Call Collect:
                                (212) 269-5550
                          All Others Call Toll Free:
                                (888) 887-0082

         Any questions or requests for assistance may be directed to the
Dealer Manager at the address and telephone numbers set forth below. A Holder
may also contact such Holder's broker, dealer, commercial bank, trust company
or other nominee for assistance concerning any of the transactions described
in the Statement.

                  The Dealer Manager for the Tender Offer and
                the Solicitation Agent for the Solicitation is:

                         DEUTSCHE BANK SECURITIES INC.
                          Liability Strategies Group
                                60 Wall Street
                           New York, New York 10005
                          (866) 627-0391 (toll free)
                           (212) 250-7445 (collect)
                             Attention: Jenny Lie



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>exhibit_a2.txt
<DESCRIPTION>CONSENT AND LETTER OF TRANSMITTAL
<TEXT>

                                                                 Exhibit (a)(2)


                       CONSENT AND LETTER OF TRANSMITTAL
                             To Tender and Consent
           in Respect of 5.75% Convertible Senior Notes Due 2007 of

                                AIRBORNE, INC.

                      Pursuant to the Offer to Purchase,
          Consent Solicitation Statement and Change of Control Notice

              Dated October 15, 2003, as amended November 5, 2003

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

The Tender Offer (as defined below) will expire at 11:59 p.m., New York City
time, on November 19, 2003, unless extended by Airborne (such time and date,
as the same may be extended, the "Expiration Date"). To receive either the All
Cash Consideration or the Cash and Stock Consideration (as each are defined
below) (either form of consideration, as applicable, the "Tender Offer
Consideration"), holders of Notes (as defined below) must tender Notes and
provide the corresponding Consents (as defined below) in the Tender Offer in
the manner described below on or before the Expiration Date. The valid tender
of Notes to the Tender Offer will constitute the giving of Consent with
respect to such Notes. The valid withdrawal of tendered Notes from the Tender
Offer will constitute the revocation of Consent with respect to such Notes and
the valid revocation of Consent will constitute the withdrawal of the related
Notes from the Tender Offer. Holders may not deliver Consents without
tendering the related Notes to the Tender Offer or revoke Consents delivered
in the Tender Offer without withdrawing the related Notes from the Tender
Offer. Airborne is not offering any separate or additional payment for
Consents in the Tender Offer from the payment for the Notes themselves. Notes
tendered and Consents delivered in the Tender Offer may be withdrawn and
revoked at any time prior to the Expiration Date.
------------------------------------------------------------------------------

                    The Depositary for the Tender Offer is:

                     Deutsche Bank Trust Company Americas

                          Information (800) 735-7777

<TABLE>
<CAPTION>
  By Registered or Certified Mail:         Regular Mail & Overnight Courier:            In Person by Hand Only:
<S>                                     <C>                                         <C>

    DB Services Tennessee, Inc.              DB Services Tennessee, Inc.             Deutsche Bank Trust Company
       Reorganization Unit               Corporate Trust & Agency Services                    Americas
         P.O. Box 292737                       Reorganization Unit                   C/O The Depository Trust
     Nashville, TN 37229-2737               648 Grassmere Park Road                     Clearing Corporation
       Fax: (615) 835-3701                     Nashville, TN 37211                   55 Water Street, 1st floor
                                            Attention: Karl Shepherd                   Jeanette Park Entrance
                                               Confirm by Telephone                      New York, NY 10041
                                                 (615) 835-3572
</TABLE>


         This Consent and Letter of Transmittal and the instructions hereto
should be used only to tender the 5.75% Convertible Senior Notes due 2007 (the
"Notes") of Airborne, Inc. ("Airborne") into the Tender Offer. This Consent
and Letter of Transmittal should not be used to tender Notes to the Change in
Control Offer (as defined in the Statement).

         Delivery of this Consent and Letter of Transmittal (this "Consent and
Letter of Transmittal") to an address other than as set forth above, or
transmission of instructions via a facsimile number other than as listed
above, will not constitute a valid delivery. The instructions contained herein
and in the Statement should be read carefully before this Consent and Letter
of Transmittal is completed.


October 15, 2003, as amended November 5, 2003


<PAGE>


         By execution hereof, the undersigned acknowledges receipt of the
Offer to Purchase, Consent Solicitation Statement and Change of Control
Notice, dated October 15, 2003, as amended on November 5, 2003 (as the same
may be amended or supplemented from time to time, the "Statement"), and this
Consent and Letter of Transmittal and instructions hereto, which together
relate to Airborne's offer to purchase (the "Tender Offer"), on the terms and
subject to the conditions set forth in the Tender Offer, any and all of its
outstanding Notes for, at the election of the holder of the Notes (each, a
"Holder"), either:

         o    a cash payment of $1,080 per $1,000 principal amount of Notes
              (the "All Cash Consideration"); or

         o    a cash payment of $988.65 plus 42.7599 shares of common
              stock, par value $0.01, of ABX Air, Inc. ("ABX Air") per
              $1,000 principal amount of Notes (the "Cash and Stock
              Consideration"), with cash paid in lieu of fractional
              shares;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below). The offer to purchase the Notes upon the
terms set forth in the Statement and this Consent and Letter of Transmittal is
referred to herein as the "Tender Offer." As part of the election to receive
the Cash and Stock Consideration, a Holder is required to agree to convert its
Notes and will have to complete the form entitled "Conversion Notice" set
forth in Box 3 of this Consent and Letter of Transmittal. See "The Tender
Offer -- Procedures for Tendering Notes and Delivering Consents in the Tender
Offer" in the Statement. All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Statement.

         In addition, as a part of the Tender Offer, Airborne is concurrently
soliciting, upon the terms and subject to the conditions set forth in the
Statement and this Consent and Letter of Transmittal, consents ("Consents")
from the Holders to the adoption of the proposed amendments ("Proposed
Amendments") to the Registration Rights Agreement, dated March 25, 2002 (the
"Registration Rights Agreement"), executed by Airborne and the Guarantors (as
defined therein) for the benefit of the Holders. Airborne is not offering any
separate or additional payment for Consents in the Tender Offer from the
payment for the Notes themselves. Pursuant to the terms of the Registration
Rights Agreement, the Proposed Amendments require the receipt of Consents from
Holders of at least a majority in aggregate principal amount of Registrable
Securities (as defined in the Registration Rights Agreement) (the "Requisite
Consents").

         Airborne's obligation to accept for purchase and pay for Notes
validly tendered and not withdrawn in the Tender Offer is subject to the
conditions set forth in the Statement. If the conditions to the Tender Offer
set forth in the Statement are not satisfied or waived by Airborne, Airborne
will not be obligated to accept for purchase or to pay for any Notes,
tendering Holders will not receive the Tender Offer Consideration and any
Notes previously tendered will be returned to the tendering Holders. The
effectiveness of the Proposed Amendments is conditioned upon the receipt of
the Requisite Consents. If the Requisite Consents are not received, the
Proposed Amendments will not become operative. See "The Tender Offer --
Principal Terms of the Tender Offer -- Conditions to the Tender Offer."

         This Consent and Letter of Transmittal or a facsimile thereof and all
other documents and instruments required hereby should be mailed or delivered
to the Depositary, at the address set forth above. Originals of all documents
sent by facsimile should be sent promptly by registered mail, by hand or by
overnight courier. Delivery of this Consent and Letter of Transmittal to an
address other than as set forth above will not constitute a valid delivery.

         Holders who wish to be eligible to receive either the All Cash
Consideration or the Cash and Stock Consideration pursuant to the Tender Offer
must validly tender their Notes (and thereby give the related Consents to the
Proposed Amendments) to the Depositary on or prior to 11:59 p.m., New York
City time, on the Expiration Date and not properly withdraw such Notes (and
thereby revoke the related Consents).

         The valid tender of Notes to the Tender Offer will constitute the
giving of Consent with respect to such Notes. Holders may not tender their
Notes to the Tender Offer without delivering the related Consents and may not
deliver Consents pursuant to the Tender Offer without tendering the related
Notes. Notes tendered and Consents delivered may be withdrawn at any time
prior to the Expiration Date by following the procedures set forth in the
Statement under the caption "The Tender Offer - Withdrawal of Notes and
Revocation of


                                      2
<PAGE>


Consents from the Tender Offer." The valid withdrawal of Notes from the Tender
Offer will constitute the concurrent revocation of Consent with respect to
such Notes and the valid revocation of Consent will constitute the concurrent
withdrawal of the related Notes from the Tender Offer.

         To the extent it is legally permitted to do so, Airborne reserves the
right (i) to waive any and all conditions to the Tender Offer, except that the
receipt of the Requisite Consents may not be waived for purposes of effecting
the Proposed Amendments, (ii) to extend or terminate the Tender Offer or (iii)
to otherwise amend the Tender Offer in any respect.

         Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender Offer is extended or amended, the terms and
conditions of any such extension or amendment) and applicable law, promptly
following the Expiration Date, Airborne will purchase, by accepting for
purchase, and will promptly pay for all Notes validly tendered (and not
validly withdrawn) pursuant to the Tender Offer, such payment to be made by
the deposit of immediately available funds by Airborne with the Depositary.
The date on which Notes are accepted for purchase under the Tender Offer is
herein referred to as the "Acceptance Date."

         This Consent and Letter of Transmittal is to be used by Holders to
tender Notes and deliver Consents to the Proposed Amendments (including the
election of whether such Holder wishes to receive the All Cash Consideration
or the Cash and Stock Consideration) if (i) Notes and the Consents are to be
physically delivered to Deutsche Bank Trust Company Americas as depositary for
the Tender Offer (the "Depositary") herewith by Holders or (ii) tender of
Notes and the related Consents is to be made by book-entry transfer to the
Depositary's account at The Depositary Trust Company ("DTC") pursuant to the
procedures set forth in the Statement under the caption "The Tender Offer --
Procedures for Tendering Notes and Delivering Consents in the Tender Offer" by
any financial institution that is a participant in DTC and whose name appears
on a security position listing as the owner of Notes, unless an Agent's
Message is delivered in connection with such book-entry transfer and, in each
case, instructions are not being transmitted through the DTC Automated Tender
Offer Program ("ATOP").

         The term "Agent's Message" means a message transmitted by DTC to, and
receivable by, the Depositary and forming a part of the Book-Entry
Confirmation (as defined below), which states that DTC has received an express
acknowledgment from the participant in DTC described in such Agent's Message,
stating the aggregate principal amount of the Notes that have been tendered by
such participant pursuant to the Tender Offer and that such participant has
received the Tender Offer and agrees to be bound by the terms of the Tender
Offer and that Airborne may enforce such agreement against such participant.

         Any financial institution that is a participant in DTC may make
book-entry delivery of the Notes by causing DTC to transfer such Notes into
the Depositary's account in accordance with DTC's procedures for such
transfer. However, although delivery of Notes may be effected through
book-entry transfer into the Depositary's account at DTC, an Agent's Message
in connection with a book-entry transfer and any other required documents
must, in any case, be transmitted to and received by the Depositary at one or
more of its addresses set forth on the back cover of this Statement on or
prior to the Expiration Date. The confirmation of a book-entry transfer into
the Depositary's account at DTC as described above is referred to herein as a
"Book-Entry Confirmation." To tender Notes (and thereby deliver Consents)
through ATOP, the electronic instructions sent to DTC and transmitted by DTC
to the Depositary must contain the character by which the DTC participant
acknowledges its receipt of and agrees to be bound by this Consent and Letter
of Transmittal, including, in the case of Holders that elect to receive the
Cash and Stock Consideration, by the Conversion Notice contained herein.
Delivery of documents to DTC does not constitute delivery to the Depositary.

         There are no guaranteed delivery provisions provided for by Airborne
in conjunction with the Tender Offer under the terms of the Statement or any
other of the Tender Offer materials. Holders must tender their Notes and
deliver their related Consents to the Tender Offer in accordance with the
procedures set forth in this Consent and Letter of Transmittal and in the
Statement under "The Tender Offer -- Procedures for Tendering Notes and
Delivering Consents in the Tender Offer."

         The Tender Offer is not being made to, and tenders of Notes will not
be accepted from or on behalf of, Holders in any jurisdiction in which the
making or acceptance of the Tender Offer would not be in compliance with the
laws of such jurisdiction.

         To properly complete this Consent and Letter of Transmittal, a Holder
must:


                                      3
<PAGE>

         o   check one of the boxes relating to the delivery of Notes and
             complete the box entitled  "Method of Delivery ";

         o   complete Box 1 entitled "Description of the Tendered Notes";

         o   complete Box 2 entitled "Election of Tender Offer
             Consideration";

         o   if such Holder elects to receive the Stock and Cash Consideration,
             sign and complete the form entitled "Conversion Notice" in Box 3;

         o   sign this Consent and Letter of Transmittal by completing the box
             entitled "Please Sign Here";

         o   if appropriate, check and complete the boxes relating to the
             "Special Payment Instructions" and "Special Delivery Instructions";
             and

         o   complete the Form W-9 enclosed with the Statement.

         Beneficial owners whose Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if they desire
to tender Notes pursuant to the Tender Offer (and thereby deliver Consents
with respect to such Notes).


                                      4
<PAGE>

                                TENDER OF NOTES

                              METHOD OF DELIVERY

         The undersigned has completed, executed and delivered this Consent
and Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Tender Offer. The instructions included with this
Consent and Letter of Transmittal must be followed. Your bank or broker can
assist you in completing this form. Questions and requests for assistance or
for additional copies of the Statement and this Consent and Letter of
Transmittal may be directed to the Information Agent. See Instruction 11
below.

[ ]      CHECK HERE IF CERTIFICATES FOR TENDERED NOTES ARE ENCLOSED HEREWITH.

[ ]      CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
         TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC
         AND COMPLETE THE FOLLOWING:

         Name of Tendering Institution:______________________________________
         Account Number with DTC:____________________________________________
         Transaction Code Number:____________________________________________

         List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Consent and Letter of Transmittal. Tenders of Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof.

            BOX 1                  DESCRIPTION OF THE TENDERED NOTES
     --------------------  ------------------------------------------------
         Name(s) and                       Aggregate    Principal Amount(s)
        Address(es) of                     Principal    Tendered and as to
     Registered Holder(s)   Certificate    Amount(s)    which Consents
    (Please fill in blank)  Number(s)*   Represented**  are Given***
    ----------------------  ----------   -------------  -------------------
                            __________   _____________  ___________________
                            __________   _____________  ___________________
                            __________   _____________  ___________________
                            __________   _____________  ___________________
                            __________   _____________  ___________________
                            __________   _____________  ___________________
    ______________________  __________   _____________  ___________________

                            Total        $              $
                            Principal
                            Amount
                            of Notes
    ----------------------  ----------   -------------  -------------------

* Need not be completed by Holders tendering by book-entry transfer (see
below).
** Unless otherwise indicated in the column labeled "Principal Amount(s)
Tendered and as to which Consents are Given" and subject to the terms and
conditions of the Statement, a Holder will be deemed to have tendered the
entire aggregate principal amount represented by the Notes indicated in the
column labeled "Aggregate Principal Amount(s) Represented." See Instruction 3.
*** For a valid tender to the Tender Offer, Consent must be given for all
Notes tendered. Accordingly, Consents will be deemed to be given in respect of
all Notes tendered to the Tender Offer.
------------------------------------------------------------------------------

The name(s) and address(es) of the registered Holders should be printed if not
already printed above, exactly as they appear on the Notes tendered hereby.
The aggregate amount of Notes held by the undersigned and the principal amount
of Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes.



                                      5
<PAGE>


------------------- ----------------------------------------------------------
       BOX 2                  ELECTION OF TENDER OFFER CONSIDERATION
                                      (CHECK ONLY ONE BOX)
------------------- ----------------------------------------------------------
                    [ ] All Cash Consideration of $1,080 per $1,000 principal
                        amount of Notes
                    ----------------------------------------------------------
                                                OR
                    ---------------------------------------------------------
                    [ ] Cash and Stock Consideration* of (i) $988.65 plus
                        (ii) 42.7599 shares of common stock, par value
                        $0.01, of ABX Air, Inc. per $1,000 principal amount of
                        Notes, with cash paid in lieu of fractional shares

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

                    *Please note that to validly elect to receive the Cash and
                    Stock Consideration, a Holder is required to agree to
                    convert its Notes and to complete and execute the form in
                    Box 3, entitled "Conversion Notice." The Conversion Notice
                    will not be effective until the related Notes are accepted
                    for payment by Airborne.

                    SPECIAL NOTICE: Any tender of Notes into the Tender Offer
                    in which a Holder either (i) elects to receive the Cash
                    and Stock Consideration but fails to properly complete and
                    execute the Conversion Notice or (ii) elects to receive
                    both the All Cash Consideration and the Cash and Stock
                    Consideration will not constitute a valid tender of Notes,
                    and such Holder will not be entitled to receive any Tender
                    Offer Consideration.
------------------------------------------------------------------------------


                                      6
<PAGE>


------------------------------------------------------------------------------
  BOX 3                          CONVERSION NOTICE*

          The undersigned Holder of Notes hereby (i) effective as of the
          Acceptance Date, irrevocably exercises the option to convert the
          Notes, or any portion of the principal amount hereof (which is U.S.
          $1,000 or an integral multiple of U.S. $1,000 in excess thereof,
          provided that the unconverted portion of such principal amount is
          U.S. $1,000 or any integral multiple of U.S. $1,000 in excess
          thereof) below designated into the consideration received by
          shareholders of Airborne in its merger with Atlantis Acquisition
          Corporation, an indirect wholly owned subsidiary of DHL Worldwide
          Express B.V., which is equal to $908.65 and 42.7599 shares of common
          stock of ABX Air, Inc. ("ABX Air") per $1,000 principal amount, with
          cash paid in lieu of fractional shares, in accordance with the terms
          of the Indenture, dated as of March 25, 2002 (the "Original
          Indenture"), as supplemented by the First Supplemental Indenture,
          dated August 15, 2003 (the "First Supplemental Indenture" and,
          together with the Original Indenture, the "Indenture"), between
          Airborne, the Guarantors (as defined therein) and The Bank of New
          York, as trustee, pursuant to which the Notes were issued, and (ii)
          directs that such payment, shares and any Notes representing any
          unconverted principal amount hereof, be delivered to and be
          registered in the name of the undersigned, unless a different name
          has been indicated below. If shares of common stock of ABX Air or
          Notes are to be registered in the name of a person other than the
          undersigned, (a) the undersigned will pay all transfer taxes payable
          with respect thereto and (b) signature(s) must be guaranteed by an
          Eligible Guarantor Institution with membership in an approved
          signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934. Any amount required to be paid by
          the undersigned on account of interest accompanies the surrendered
          Notes.

          Dated: ________________  __________________________________________
                                                Signature(s)

          If cash is to be paid to, or shares of common stock of ABX Air or
          Notes are to be registered in the name of, a person other than the
          Holder, please print such person's name, address and social security
          or other identification number:

                 __________________________________
                 (Name)

                 __________________________________

                 __________________________________
                 (Address)

                 __________________________________
                 Social Security or other Identification Number, if any


          Signature(s) must be guaranteed by an Eligible Guarantor Institution
          with membership in an approved signature guarantee program pursuant
          to Rule 17Ad-15 under the Securities Exchange Act of 1934.


                  __________________________________
                  Signature Guaranteed


          If only a portion of the Notes is to be converted, please indicate:

          1. Principal amount to be converted: U.S. $__________________

          2. Principal amount and denomination of Notes representing
             unconverted principal amount to be issued (U.S. $1,000 or any
             integral multiple of U.S. $1,000 in excess thereof, provided that
             the unconverted portion of such principal amount is U.S. $1,000 or
             any integral multiple of U.S. $1,000 in excess thereof):

             Amount: U.S. $______________  Denominations: U.S. $______________
------------------------------------------------------------------------------
------------------------------------------------------------------------------
          * ONLY EXECUTE THIS CONVERSION NOTICE IF YOU ARE ELECTING TO RECEIVE
          THE CASH AND STOCK CONSIDERATION.
------------------------------------------------------------------------------




                                      7
<PAGE>

                   NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THIS CONSENT AND LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, CAREFULLY.

Ladies and Gentlemen:

         Upon the terms and subject to the conditions of the Tender Offer, the
undersigned hereby tenders to Airborne the principal amount of Notes indicated
above and thereby consents to the Proposed Amendments.

     Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of Notes tendered with this Consent and
Letter of Transmittal, the undersigned hereby (i) irrevocably sells, assigns
and transfers to, or upon the order of, Airborne, all right, title and
interest in and to the Notes that are being tendered hereby or, in the case of
Holders that elect to receive the Cash and Stock Consideration, irrevocably
agrees to convert the Notes tendered thereby, in either case effective as of
the Acceptance Date (ii) waives any and all other rights with respect to the
Notes, including any existing or past defaults and their consequences in
respect of the Notes, the Indenture and the Registration Rights Agreement, and
(iii) releases and discharges Airborne and its affiliates from any and all
claims such Holder may have now, or may have in the future, arising out of, or
related to, the Notes, including any claims that such Holder is entitled to
receive additional principal or interest payments with respect to the Notes or
to participate in any redemption or defeasance of the Notes. The undersigned
hereby irrevocably constitutes and appoints the Depositary as the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
the Depositary also acts as the agent of Airborne) with respect to any such
Notes, with full power of substitution and re-substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (a) deliver certificates representing such Notes and all
evidences of transfer and authenticity to, or transfer ownership of, such
Notes on the account books maintained by DTC, together, in any such case, with
all accompanying evidences of transfer and authenticity, to, or upon the order
of, Airborne, (b) present such Notes for transfer of ownership on the relevant
security register, (c) receive all benefits or otherwise exercise all rights
of beneficial ownership over such Notes (except that the Depositary will have
no rights to, or control over, funds from Airborne or stock from ABX Air,
except as agent for Airborne, for the Tender Offer Consideration for any
tendered Notes that are purchased by Airborne in the Tender Offer) and (d)
deliver to Airborne and the Trustee this Consent and Letter of Transmittal as
evidence of the undersigned's consent to the Proposed Amendments and as
certification that the Requisite Consents have been received, all in
accordance with the terms and conditions of the Tender Offer.

         The undersigned agrees and acknowledges that, by the execution and
delivery hereof, the undersigned makes and provides the written Consent, with
respect to the Notes tendered hereby, to the Proposed Amendments. The
undersigned agrees that any Consent provided hereby shall remain in full force
and effect until such Consent is validly revoked in accordance with the
procedures set forth in the Statement and this Consent and Letter of
Transmittal, which procedures are hereby agreed to be applicable in lieu of
any and all other procedures for revocation set forth in the Registration
Rights Agreement, which are hereby waived. Under the terms of the Registration
Rights Agreement, the Proposed Amendments require the Requisite Consents.
Assuming that the Requisite Consents are received, Airborne intends on the
Acceptance Date to execute an amendment to the Registration Rights Agreement
("Registration Rights Amendment"), which provides for the Proposed Amendments.

         Tenders of Notes and delivery of Consents made pursuant to the Tender
Offer prior to the Expiration Date may be properly withdrawn and revoked at
any time prior to the Expiration Date and, if not yet accepted for payment,
after the expiration of 40 business days from the date the Tender Offer was
commenced. The valid withdrawal of Notes from the Tender Offer will constitute
the concurrent valid revocation of such Holder's related Consent and the valid
revocation of Consent will constitute the concurrent withdrawal of the related
Notes from the Tender Offer. For a withdrawal of Notes from the Tender Offer
to be proper, a Holder must comply fully with the withdrawal procedures set
forth below.

         Holders who wish to exercise their right to withdrawal or to revoke
Consent with respect to the Tender Offer must give written notice of
withdrawal or revocation delivered by mail, hand delivery or facsimile
transmission (or an electronic ATOP transmission notice of withdrawal or
revocation in the case of DTC


                                      8
<PAGE>

participants), which notice must be received by the Depositary at one of its
addresses set forth on the back cover of the Statement prior to the Expiration
Date. In order to be valid, a notice of withdrawal or revocation must (i)
specify the name of the person who tendered the Notes to be withdrawn or
delivered the Consents to be revoked, (ii) state the name in which the Notes
are registered (or, if tendered by book-entry transfer, the name of the DTC
participant whose name appears on the security position listing as the owner
of such Notes), if different than that of the person who tendered the Notes to
be withdrawn or to which the Consents to be revoked relate, (iii) contain the
description of the Notes to be withdrawn or to which the Consents to be
revoked relate and identify the certificate number or numbers shown on the
particular certificates evidencing such Notes (unless such Notes were tendered
by book-entry transfer) and the aggregate principal amount represented by such
Notes and (iv) be signed by the Holder of such Notes in the same manner as the
original signature on this Consent and Letter of Transmittal by which such
Notes were tendered and Consents delivered (including any required signature
guarantees), if any, or be accompanied by (x) documents of transfer sufficient
to have the Trustee register the transfer of the Notes into the name of the
person withdrawing such Notes or revoking such Consents and (y) a properly
completed irrevocable proxy that authorized such person to effect such
withdrawal or revocation on behalf of such Holder. If the Notes to be
withdrawn or the Consents to be revoked have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal is effective
immediately upon written or facsimile notice of withdrawal even if physical
release is not yet effected. Any Notes properly withdrawn will be deemed to be
not validly tendered for purposes of the Tender Offer and will render the
related Consent defective. Any Consent properly revoked will cause the related
Notes to be deemed to be properly withdrawn.

         Notes properly withdrawn may thereafter be re-tendered (and Consents
thereby re-given) to the Tender Offer at any time prior to the Expiration Date
by following the procedures described under "The Tender Offer -- Procedures
for Tendering Notes and Delivering Consents in the Tender Offer" in the
Statement. Notes properly withdrawn from the Tender Offer may also be
surrendered for conversion pursuant to the terms and conditions of the
Indenture or tendered to the Change in Control Offer in accordance with the
procedures set forth in the Statement.

         All questions as to the form and validity (including time of receipt)
of any notice of withdrawal of a tender or revocation of consent from the
Tender Offer will be determined by Airborne, in its sole discretion, which
determination shall be final and binding. None of Airborne, the Depositary,
the Dealer Manager, the Solicitation Agent, the Information Agent or any other
person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal of a tender or revocation of a
Consent or incur any liability for failure to give any such notification.

         The undersigned hereby represents and warrants that the undersigned
(i) owns the Notes tendered and the Consents which are hereby given and is
entitled to tender such Notes and deliver the related Consents pursuant to the
Tender Offer and (ii) has full power and authority to tender, sell, assign and
transfer the Notes tendered hereby and to give any Consent contained herein,
and that when such Notes are accepted for purchase and payment by Airborne,
Airborne will acquire good title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or Airborne to be necessary or desirable to
complete the sale, assignment and transfer of the Notes tendered hereby, to
perfect the undersigned's Consent to the Proposed Amendments and to complete
the execution of the Registration Rights Amendment reflecting such Proposed
Amendments.

         The undersigned agrees that tenders of Notes pursuant to any of the
procedures described in the Statement under the caption "The Tender Offer --
Procedures for Tendering Notes and Delivering Consents" and in the
instructions hereto and acceptance thereof by Airborne will constitute a
binding agreement between the undersigned and Airborne, upon the terms and
subject to the conditions of the Tender Offer, including the undersigned's
waiver of any existing defaults and their consequences in respect of the
Notes, the Indenture and the Registration Rights Agreement.

         For purposes of the Tender Offer, Airborne will be deemed to have
accepted for purchase validly tendered Notes (or defectively tendered Notes
with respect to which Airborne has waived such defect) and the related
Consents if, as and when Airborne gives oral, or written notice thereof to the
Depositary.

         Under certain circumstances and subject to certain conditions of the
Tender Offer (some of which Airborne may waive) set forth in the Statement,
Airborne may not be required to accept for purchase any of the Notes tendered
or for any related Consents delivered (including any Notes tendered and the
related Consents delivered


                                      9
<PAGE>

after the Expiration Date). In this event, any Notes not accepted for purchase
will be returned promptly to the undersigned at the address set forth above
unless otherwise indicated herein under "Special Delivery Instructions" below.

         All authority conferred or agreed to be conferred by this Consent and
Letter of Transmittal shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Consent and Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.

         THE DELIVERY AND SURRENDER OF THE NOTES PURSUANT TO THE TENDER OFFER
IS NOT EFFECTIVE, AND THE RISK OF LOSS OF THE NOTES DOES NOT PASS TO THE
DEPOSITARY, UNTIL RECEIPT BY THE DEPOSITARY OF THIS CONSENT AND LETTER OF
TRANSMITTAL OR A FACSIMILE HEREOF, PROPERLY COMPLETED AND DULY EXECUTED,
TOGETHER WITH ALL ACCOMPANYING EVIDENCES OF AUTHORITY AND ANY OTHER DOCUMENTS
IN FORM SATISFACTORY TO AIRBORNE.

         Unless otherwise indicated herein under "Special Issuance
Instructions," the undersigned hereby requests that any Notes representing
principal amounts not tendered or not accepted for purchase pursuant to the
Tender Offer be issued in the name(s) of the undersigned (and in the case of
Notes tendered by book-entry transfer, be credited to the account specified at
DTC) and checks constituting payments for Notes to be purchased in connection
with the Tender Offer be issued to the order of the undersigned. Similarly,
unless otherwise indicated herein under "Special Delivery Instructions," the
undersigned hereby requests that any Notes representing principal amounts not
tendered or not accepted for purchase and checks constituting payments for
Notes to be purchased in connection with the Tender Offer be delivered to the
undersigned at the address(es) shown above. In the event that the "Special
Issuance Instructions" box or the "Special Delivery Instructions" box or both
are completed, the undersigned hereby requests that any Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, and checks constituting payment for Notes to be purchased in
connection with the Tender Offer be issued in the name(s) of, and be delivered
to, the person(s) at the address(es) so indicated. The undersigned recognizes
that Airborne has no obligation pursuant to the "Special Issuance
Instructions" box or "Special Delivery Instructions" box to transfer any Notes
from the name of the registered Holder(s) thereof if Airborne does not accept
for purchase any of the principal amount of such Notes so tendered.


                                      10
<PAGE>

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

                               PLEASE SIGN HERE
              (To Be Completed by All Tendering Holders of Notes
          Regardless of Whether Notes Are Being Physically Delivered
             Herewith, Unless an Agent's Message Is Delivered In
             Connection With a Book-Entry Transfer of Such Notes)

         The completion, execution and delivery of this Consent and Letter of
Transmittal will be deemed to constitute a Consent to the Proposed Amendments.

         This Consent and Letter of Transmittal must be signed by the
registered Holder(s) of Notes exactly as its (their) name(s) appear(s) on the
Notes or if tendered by a participant in the DTC, exactly as such
participant's name appears on a security position listing as the owner of
Notes, or by person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted with this Consent and Letter of
Transmittal. If the signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below under "Capacity" and submit evidence satisfactory to Airborne of such
person's authority to so act. See Instruction 4 below.

         If the signature appearing below is not of the registered Holder(s)
of the Notes, then the registered Holder(s) must sign a valid proxy.

X ___________________________________________________________________________

X ___________________________________________________________________________
             (Signature(s) of Holder(s) or Authorized Signatory)

Dated: _______________________, 2003

Name(s): ____________________________________________________________________

_____________________________________________________________________________
                             (Please Print)

Capacity: ___________________________________________________________________

Address (including zip code): _______________________________________________

_____________________________________________________________________________

Area Code and Telephone No.: ________________________________________________

             PLEASE COMPLETE FORM W-9 ENCLOSED WITH THE STATEMENT
            MEDALLION SIGNATURE GUARANTEE (See Instruction 4 below)
       Certain Signatures Must be Guaranteed by an Eligible Institution


_____________________________________________________________________________
           (Name of Eligible Institution Guaranteeing Signature(s))

_____________________________________________________________________________
                       (Address (including zip code) and
               Telephone Number (including area code) of Firm)

_____________________________________________________________________________
                            (Authorized Signature)

_____________________________________________________________________________
                                (Printed Name)

_____________________________________________________________________________
                                    (Title)

Dated: _________________, 2003

Area Code and Telephone No.: ________________________________________________

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


                                      11
<PAGE>

                         SPECIAL ISSUANCE INSTRUCTIONS
                       (See Instructions 3, 4, 5 and 7)

      To be completed ONLY if Notes in a principal amount not tendered or not
accepted for purchase are to be issued in the name of, or checks constituting
payments for Notes to be purchased are to be issued to the order of, someone
other than the person or persons whose signature(s) appear(s) within this
Consent and Letter of Transmittal or issued to an address different from that
shown in the box entitled "Description of the Tendered Notes" within this
Consent and Letter of Transmittal, or if Notes tendered by book-entry transfer
that are not accepted for purchase are to be credited to an account maintained
at DTC other than the one designated above.

Issue    [ ]  Notes
         [ ]  Checks
         (check as applicable)

Name(s):_______________________________________________________________________
                                (Please Print)

Address:_______________________________________________________________________
                                (Please Print)

_______________________________________________________________________________
                                                                  (Zip Code)

_______________________________________________________________________________
               Taxpayer Identification or Social Security Number
                  (See Form W-9 enclosed with the Statement)

[ ] Credit unpurchased Notes by book-entry transfer to the DTC account set
forth below:

                             (DTC Account Number)

Name of Account Party: ________________________________________________________

             PLEASE COMPLETE FORM W-9 ENCLOSED WITH THE STATEMENT

SIGNATURE GUARANTEE (See Instruction 4 below)
Certain Signatures Must be Guaranteed by an Eligible Institution

_______________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)

_______________________________________________________________________________

_______________________________________________________________________________
                  (Address (including zip code) and Telephone
                     Number (including area code) of Firm)

_______________________________________________________________________________
                            (Authorized Signature)

_______________________________________________________________________________
                                (Printed Name)

_______________________________________________________________________________
                                    (Title)

Date: ______________________, 2003


                         SPECIAL DELIVERY INSTRUCTIONS
                       (See Instructions 3, 4, 5 and 7)

        To be completed ONLY if Notes in a principal amount not tendered or
not accepted for purchase or checks constituting payments for Notes to be
purchased are to be sent to someone other than the person or persons whose
signature(s) appear(s) within this Consent and Letter of Transmittal or to an
address different from that shown in the box entitled "Description of the
Tendered Notes" within this Consent and Letter of Transmittal.

Deliver  [ ]  Notes
         [ ]  Checks
         (check as applicable)

Name(s):_______________________________________________________________________
                                (Please Print)

Address:_______________________________________________________________________
                                (Please Print)

_______________________________________________________________________________
                                                                  (Zip Code)

_______________________________________________________________________________
               Taxpayer Identification or Social Security Number
                  (See Form W-9 enclosed with the Statement)

                                      12
<PAGE>

                                 INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER

         1. Delivery of this Consent and Letter of Transmittal and Notes or
Book-Entry Confirmations. To tender Notes in the Tender Offer (and thereby
deliver Consents), physical delivery of the Notes or a confirmation of any
book-entry transfer into the Depositary's account with DTC of Notes tendered
and related Consents given electronically, as well as a properly completed and
duly executed copy (or facsimile) of this Consent and Letter of Transmittal
(or Agent's Message (as defined below) in connection with a book-entry
transfer), and any other documents required by this Consent and Letter of
Transmittal, must be received by the Depositary at its address set forth
herein on or prior to the Expiration Date (and not properly withdrawn such
Notes or revoked the related Consents).

         THE METHOD OF DELIVERY OF THE NOTES AND CONSENTS AND LETTERS OF
TRANSMITTAL, ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S
MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE PERSON
TENDERING NOTES AND DELIVERING CONSENTS AND LETTERS OF TRANSMITTAL AND, EXCEPT
AS OTHERWISE PROVIDED IN THE CONSENT AND LETTER OF TRANSMITTAL, DELIVERY WILL
BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. If delivery is
by mail, it is suggested that the Holder use properly insured, registered mail
with return receipt requested, and that the mailing be made sufficiently in
advance of the Expiration Date to permit delivery to the Depositary on or
prior to such date. Manually signed facsimile copies of this Consent and
Letter of Transmittal, properly completed and duly executed, will be accepted.
CONSENT AND LETTERS OF TRANSMITTAL AND NOTES SHOULD BE SENT ONLY TO THE
DEPOSITARY; NOT TO AIRBORNE, THE TRUSTEE, THE DEALER MANAGER, THE SOLICITATION
AGENT, THE INFORMATION AGENT OR DTC.

         The tender of Notes by a Holder (and subsequent acceptance of such
tender by Airborne) in the Tender Offer pursuant to any of the procedures set
forth in the Statement and in this Consent and Letter of Transmittal will
constitute a binding agreement between such Holder and Airborne upon the terms
and subject to the conditions of the Tender Offer set forth in the Statement
and in this Consent and Letter of Transmittal.

         Only registered Holders are authorized to tender their Notes and
thereby Consent to the Proposed Amendments. The procedures by which Notes may
be tendered (and the related Consents thereby given) by beneficial owners that
are not registered Holders will depend upon the manner in which the Notes are
held.

         Unless the Notes being tendered are deposited by the Holder with the
Depositary prior to the Expiration Date (accompanied by a properly completed
and duly executed Consent and Letter of Transmittal), Airborne may, at its
option, reject such tender. Payment for Notes will be made only against
deposit of tendered Notes and delivery of all other required documents.

         2. Consent to Proposed Amendments; Withdrawal of Tenders and
Revocation of Consents. In accordance with the Statement, all properly
completed and executed Consent and Letters of Transmittal consenting to the
Proposed Amendments that are received by the Depositary (and not withdrawn) on
or prior to the Expiration Date will be counted as Consents with respect to
the Proposed Amendments.

         Tenders of Notes and delivery of Consents made pursuant to the Tender
Offer prior to the Expiration Date may be properly withdrawn and revoked at
any time prior to the Expiration Date and, if not yet accepted for payment,
after the expiration of 40 business days from the date the Tender Offer was
commenced. The valid withdrawal of Notes from the Tender Offer will constitute
the concurrent valid revocation of such Holder's related Consent and the valid
revocation of Consent will constitute the concurrent withdrawal of the related
Notes from the Tender Offer. For a withdrawal of Notes from the Tender Offer
to be proper, a Holder must comply fully with the withdrawal procedures set
forth below.

         Holders who wish to exercise their right to withdrawal or to revoke
Consent with respect to the Tender Offer must give written notice of
withdrawal or revocation delivered by mail, hand delivery or facsimile
transmission (or an electronic ATOP transmission notice of withdrawal or
revocation in the case of DTC participants), which notice must be received by
the Depositary at one of its addresses set forth on the back cover of the
Statement prior to the Expiration Date. In order to be valid, a notice of
withdrawal or revocation must (i) specify the name of the person who tendered
the Notes to be withdrawn or delivered the Consents to be revoked, (ii) state
the name in which the Notes are registered (or, if tendered by book-entry
transfer, the name of the DTC participant whose name appears on the security
position listing as the owner of such Notes), if different than that of the
person who tendered the Notes to be withdrawn or to which the Consents to be
revoked relate, (iii) contain the description


                                      13
<PAGE>

of the Notes to be withdrawn or to which the Consents to be revoked relate and
identify the certificate number or numbers shown on the particular
certificates evidencing such Notes (unless such Notes were tendered by
book-entry transfer) and the aggregate principal amount represented by such
Notes and (iv) be signed by the Holder of such Notes in the same manner as the
original signature on this Consent and Letter of Transmittal by which such
Notes were tendered and Consents delivered (including any required signature
guarantees), if any, or be accompanied by (x) documents of transfer sufficient
to have the Trustee register the transfer of the Notes into the name of the
person withdrawing such Notes or revoking such Consents and (y) a properly
completed irrevocable proxy that authorized such person to effect such
withdrawal or revocation on behalf of such Holder. If the Notes to be
withdrawn or the Consents to be revoked have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal is effective
immediately upon written or facsimile notice of withdrawal even if physical
release is not yet effected. Any Notes properly withdrawn will be deemed to be
not validly tendered for purposes of the Tender Offer and will render the
related Consent defective. Any Consent properly revoked will cause the related
Notes to be deemed to be properly withdrawn.

         Notes properly withdrawn may thereafter be re-tendered (and Consents
thereby re-given) to the Tender Offer at any time prior to the Expiration Date
by following the procedures described under "The Tender Offer -- Procedures
for Tendering Notes and Delivering Consents in the Tender Offer" in the
Statement. Notes properly withdrawn from the Tender Offer may also be
surrendered for conversion pursuant to the terms and conditions of the
Indenture or tendered to the Change in Control Offer in accordance with the
procedures set forth in the Statement.

         3. Partial Tenders. Tenders of Notes to the Tender Offer will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. If less than the entire principal amount of any Notes evidenced by a
submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description
of the Tendered Notes" herein. The entire principal amount for all Notes
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Notes is not
tendered or not accepted for purchase, the principal amount of Notes not
tendered or not accepted for purchase will be sent (or, if tendered by
book-entry transfer, returned by credit to the account at DTC designated
herein) to the tendering Holder unless otherwise provided in the appropriate
box on this Consent and Letter of Transmittal (see Instruction 5) promptly
after the Notes are accepted for purchase.

         4. Signatures on this Consent and Letter of Transmittal, Bond Powers
and Endorsement Guarantee of Signatures. If this Consent and Letter of
Transmittal is signed by the registered Holder(s) of the Notes tendered
hereby, the signature(s) must correspond with the name(s) as written on the
face of the certificate(s) without alteration, enlargement or any change
whatsoever. If this Consent and Letter of Transmittal is signed by a
participant in DTC whose name is shown as the owner of the Notes tendered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the Notes.

         IF THIS CONSENT AND LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF
NOTES WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A
VALID PROXY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN
ELIGIBLE INSTITUTION.

         If any of the Notes tendered hereby (and with respect to which any
Consent is given) are owned of record by two or more joint owners, all such
owners must sign this Consent and Letter of Transmittal. If any tendered Notes
are registered in different names, it will be necessary to complete, sign and
submit as many separate copies of this Consent and Letter of Transmittal and
any necessary accompanying documents as there are different names in which the
Notes are held.

         If this Consent and Letter of Transmittal or any Notes or bond powers
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to Airborne of their authority to so act must be
submitted with this Consent and Letter of Transmittal.

         Endorsements on Notes, signatures on bond powers and proxies provided
in accordance with this Instruction 4 by registered Holders not executing this
Consent and Letter of Transmittal must be guaranteed by an Eligible
Institution.

         No signature guarantee is required if (i) this Consent and Letter of
Transmittal is signed by the registered Holder (which term includes any
participant in DTC whose name appears on a security position listing as the
owner


                                      14
<PAGE>

of the Notes) of the Notes tendered herewith and payment of the Tender Offer
Consideration is to be made, or if any Notes for principal amounts not
tendered or not accepted for purchase are to be issued, directly to such
Holder (or, if tendered by a participant in DTC, any Notes for principal
amounts not tendered or not accepted for purchase are to be credited to such
participant's account) and neither the "Special Issuance Instructions" box nor
the "Special Delivery Instructions" box on this Consent and Letter of
Transmittal has been completed or (ii) such Notes are tendered (and Consents
thereby delivered) for the account of any institution that is an Eligible
Institution (as defined below). In all other cases, all signatures on Consents
and Letters of Transmittal and endorsements on certificates, signatures on
bond powers and consent proxies (if any) accompanying Notes must be guaranteed
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each of
the foregoing being referred to as an "Eligible Institution"). If the Notes
are registered in the name of a person other than the signer of this Consent
and Letter of Transmittal or if Notes not accepted for purchase or not
tendered are to be returned to a person other than the registered Holder, then
the signatures on the Consents and Letters of Transmittal accompanying the
tendered Notes must be guaranteed as described above.

         5. Special Issuance and Special Delivery Instructions. Tendering
Holders should indicate in the applicable box or boxes the name and address to
which Notes for principal amounts not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased, are to be issued or
sent, if different from the name and address of the registered Holder signing
this Consent and Letter of Transmittal. In the case of issuance in a different
name, the taxpayer identification or social security number of the person
named must also be indicated. If no instructions are given, Notes not tendered
or not accepted for purchase will be returned to the registered Holder of the
Notes tendered. Any Holder of Notes tendering by book-entry transfer may
request that Notes not tendered or not accepted for purchase be credited to
such account at DTC as such Holder may designate under the caption "Special
Issuance Instructions." If no such instructions are given, any such Notes not
tendered or not accepted for purchase will be returned by crediting the
account at DTC designated above. Special issuance instruction will be honored
only if any transfer taxes payable in relation thereto are paid by the
transferee or transferor and satisfactory evidence of such payment presented
to the Depositary.

         6. Taxpayer Identification Number. Each tendering Holder is required
to provide the Depositary (as payer on behalf of Airborne) with the Holder's
correct taxpayer identification number ("TIN"), generally the Holder's social
security or United States federal employee identification number, on Form W-9,
a copy of which is enclosed with the Statement, or otherwise establish another
basis for exemption from backup withholding. A Holder must cross out item (2)
in the Certification box on Form W-9 if such Holder is subject to backup
withholding. In addition to potential penalties, failure to provide the
correct information on the form may subject the tendering Holder to 28% United
States federal income tax backup withholding on the payments made to the
Holder or other payee with respect to the Tender Offer. A Holder shall write
"applied for" in the space provided in Part I of the form and complete the
Certificate of Awaiting Taxpayer Identification Number attached to the Form
W-9 enclosed with the Statement if the tendering Holder has not been issued a
TIN and has applied for a TIN or intends to apply for a TIN in the near
future. In such case, the Depositary will withhold 28% of all such payments of
the Tender Offer Consideration until a TIN is provided to the Depositary, and
if the Depositary is not provided with a TIN within 60 days, such amounts will
be paid over to the Internal Revenue Service. A Holder who writes "applied
for" in Part I in lieu of furnishing his or her TIN should furnish his or her
TIN as soon as it is received. A tendering Holder that is not a United States
person may qualify as an exempt recipient by submitting to the Depositary a
properly completed applicable Form W-8 (which the Depositary will provide upon
request) signed under penalty of perjury, attesting to that Holder's exempt
status.

         7. Transfer Taxes. Airborne will pay transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Tender Offer unless the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Consent and Letter of Transmittal has been completed, as
described in the Instructions hereto.

         Except as provided in this Instruction 7, it will not be necessary
for transfer stamps to be affixed to the Notes listed in this Consent and
Letter of Transmittal.

         8. Irregularities. All questions as to the form of all documents and
the validity (including time of receipt), eligibility and acceptance of all
tenders of Notes (and related delivery of Consents) in the Tender Offer will
be determined by Airborne, in its sole discretion, the determination of which
shall be final and binding. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS
WILL NOT BE CONSIDERED VALID. Airborne reserves the absolute right


                                      15
<PAGE>

to reject any or all tenders of Notes to the Tender Offer that are not in
proper form or the acceptance of which would, in Airborne's opinion, be
unlawful. Airborne also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Notes in the Tender
Offer (other than defects in the proper completion and execution of the
Conversion Notice by any Holder attempting to elect to receive the Cash and
Stock Consideration). Airborne's interpretations of the terms and conditions
of the Tender Offer (including the instructions in the Consent and Letter of
Transmittal) will be final and binding. Any defect or irregularity in
connection with tenders of Notes to the Tender Offer must be cured within such
time as Airborne determines, unless waived by Airborne. Tenders of Notes (and
delivery of the related Consents ) to the Tender Offer shall not be deemed to
have been made until all defects and irregularities have been waived by
Airborne or cured. None of Airborne, the Dealer Manager, the Solicitation
Agent, the Depositary, the Information Agent or any other person will be under
any duty to give notice of any defects or irregularities in tenders of Notes,
or will incur any liability to Holders for failure to give any such notice.

         9. Waiver of Conditions. To the extent it is legally permitted to do
so, Airborne reserves the right (i) to waive any and all conditions to the
Tender Offer, except that the receipt of the Requisite Consents may not be
waived for purposes of effecting the Proposed Amendments, (ii) to extend or
terminate the Tender Offer or (iii) to otherwise amend the Tender Offer in any
respect.

         10. Mutilated, Lost, Stolen or Destroyed Notes. Any Holder of Notes
whose Notes have been mutilated, lost, stolen or destroyed should write to or
telephone the Trustee for the Notes at the address or telephone number set
forth in the Statement under the caption "Lost or Missing Certificates" about
the procedures for obtaining replacement certificates for such Notes,
arranging for indemnification or any other matter that requires handling by
the Trustee.

         11. Requests for Assistance or Additional Copies. Questions relating
to the procedure for tendering Notes and consenting to the Proposed Amendments
and requests for assistance or additional copies of the Statement and this
Consent and Letter of Transmittal may be directed to, and additional
information about the Tender Offer may be obtained from, the Information
Agent, whose address and telephone number appear on the back cover of this
Consent and Letter of Transmittal.


                                      16
<PAGE>

                The Information Agent for the Tender Offer is:

                             D.F. KING & CO., INC.
                                48 Wall Street
                           New York, New York 10005
                       Banks and Brokers, Call Collect:
                                (212) 269-5550
                          All Others Call Toll Free:
                                (888) 887-0082


                  The Dealer Manager for the Tender Offer is:

                         DEUTSCHE BANK SECURITIES INC.
                          Liability Strategies Group
                                60 Wall Street
                           New York, New York 10005
                          (866) 627-0391 (toll free)
                           (212) 250-7445 (collect)
                             Attention: Jenny Lie



                                      17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>exhibit_a3.txt
<DESCRIPTION>LETTER TO BROKERS
<TEXT>
                                                               Exhibit (a)(3)

                                AIRBORNE, INC.

                               Offer to Purchase
                        Any and all of the Outstanding
                    5.75% Convertible Senior Notes Due 2007
                               of Airborne, Inc.
                    (CUSIP Numbers 009269AA9 and 009269AB7)
                                      And
                           Solicitation of Consents

-------------------------------------------------------------------------------
Subject to the terms and conditions set forth in the Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice, the Tender Offer
(as defined below) and withdrawal rights will expire at 11:59 p.m., New York
City time, on November 19, 2003, unless extended (such time and date, as the
same may be extended, the "Expiration Date"). The valid tender of Notes to the
Tender Offer will constitute the giving of Consent with respect to such Notes.
The valid withdrawal of tendered Notes from the Tender Offer will constitute
the revocation of Consent with respect to such Notes and the valid revocation
of Consent will constitute the withdrawal of the related Notes from the Tender
Offer. Holders may not deliver Consents without tendering the related Notes to
the Tender Offer or revoke Consents delivered in the Tender Offer without
withdrawing the related Notes from the Tender Offer. Airborne is not offering
any separate or additional payment for Consents in the Tender Offer from the
payment for the Notes themselves. Notes tendered and Consents delivered in the
Tender Offer may be withdrawn and revoked at any time prior to the Expiration
Date.
-------------------------------------------------------------------------------

                                                          November 5, 2003

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

         Enclosed for your consideration is an Offer to Purchase, Consent
Solicitation Statement and Change in Control Notice (as it may be amended or
supplemented from time to time, the "Statement") and a related Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal") relating to Airborne, Inc.'s
("Airborne") offer (the "Tender Offer") to purchase any and all of its
outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes") for, at the
election of the holder of the Notes (each, a "Holder"), either:

     o    a cash payment of $1,080 per $1,000 principal amount of Notes (the
          "All Cash Consideration"); or

     o    a cash payment of $988.65 plus 42.7599 shares of common stock, par
          value $0.01, of ABX Air, Inc. ("ABX Air") per $1,000 principal
          amount of Notes (the "Cash and Stock Consideration"), with cash paid
          in lieu of fractional shares;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below). In addition, as a part of the Tender
Offer, Airborne is soliciting (the "Solicitation") consents (the "Consents")
to the proposed amendments (the "Proposed Amendments") to the registration
rights agreement relating to the Notes. All capitalized terms used herein but
not otherwise defined shall be ascribed the same meanings to such terms as in
the Statement.

         Airborne's obligation to accept for purchase and pay for Notes
validly tendered and not withdrawn in the Tender Offer is subject to the
conditions set forth in the Statement. The effectiveness of the Proposed
Amendments is conditioned upon the receipt of Consents from Holders of at
least a majority in aggregate principal amount of Registrable Securities (as
defined in the Registration Rights Agreement) (the "Requisite Consents"). If
the conditions to the Tender Offer set forth in the Statement are not
satisfied or waived by Airborne, Airborne will not be obligated to accept for
purchase or to pay for any Notes, tendering Holders will not receive the
Tender Offer Consideration and any Notes previously tendered will be returned
to the tendering Holders. If the Requisite Consents are not received, the
Proposed Amendments will not become operative.


<PAGE>

         To the extent it is legally permitted to do so, Airborne reserves the
right (i) to waive any and all conditions to the Tender Offer, except that the
receipt of the Requisite Consents may not be waived for purposes of effecting
the Proposed Amendments, (ii) to extend or terminate the Tender Offer or (iii)
to otherwise amend the Tender Offer in any respect. All conditions to each of
the Tender Offer are more fully described in the Statement under the caption
"The Tender Offer -- Principal Terms of the Tender Offer."

         Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender Offer is extended or amended, the terms and
conditions of any such extension or amendment) and applicable law, promptly
following the Expiration Date, Airborne will purchase, by accepting for
purchase, and will promptly pay for all Notes validly tendered (and not
validly withdrawn) pursuant to the Tender Offer, such payment to be made by
the deposit of immediately available funds by Airborne with Deutsche Bank
Trust Company Americas, the depositary for the Offers (the "Depositary"), and
will instruct ABX Air to issue the shares of its common stock, if any, that
are due to Holders that elect to receive the Cash and Stock Consideration. The
date on which Notes are accepted for purchase under the Tender Offer is herein
referred to as the "Acceptance Date."

         In the event that the Tender Offer is withdrawn or otherwise not
completed, the Tender Offer Consideration will not be paid or become payable
to Holders who have validly tendered their Notes in connection with the Tender
Offer and the Proposed Amendments will not become effective. In any such
event, any Notes previously tendered will be returned to the tendering Holder.

         We are asking you to contact your clients for whom you hold Notes
registered in your name or in the name of your nominee. In addition, we ask
you to contact your clients who, to your knowledge, hold Notes registered in
their own name. You will be reimbursed by Airborne for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients.

         Enclosed is a copy of each of the following documents for forwarding
to your clients:

         1.   Offer to Purchase, Consent Solicitation Statement and Change of
              Control Notice, dated October 15, 2003, as amended November 5,
              2003.

         2.   A Consent and Letter of Transmittal for your use in the Tender
              Offer and the Solicitation and for the information of your
              clients.

         3.   A printed form of letter that may be sent to your clients for
              whose accounts you hold Notes registered in your name or in the
              name of your nominee, with space provided for obtaining such
              clients' instructions with regard to the Tender Offer.

         DTC participants will be able to execute tenders and deliver Consents
through the DTC Automated Tender Offer Program.

         WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER
TO OBTAIN THEIR INSTRUCTIONS. NOTES TENDERED AND CONSENTS DELIVERED PURSUANT
TO THE TENDER OFFER MAY BE VALIDLY WITHDRAWN AND REVOKED, SUBJECT TO THE
PROCEDURES DESCRIBED IN THE STATEMENT, AT ANY TIME PRIOR TO THE EXPIRATION
DATE.

         Please refer to "The Tender Offer -- Procedures for Tendering Notes
and Delivering Consents in the Tender Offer" in the Statement for a
description of the procedures that must be followed to tender Notes in the
Tender Offer.

         Additional copies of the enclosed materials may be obtained from the
Information Agent for the Tender Offer, D.F. King & Co., Inc., 48 Wall Street,
New York, New York 10005, telephone (collect) (212) 269-5550 or (toll free)
(888) 887-0082.

                                            Very truly yours,

                                            AIRBORNE, INC.


                                      -2-
<PAGE>

         NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY PERSON AS AN AGENT FOR AIRBORNE, THE DEALER MANAGER, THE
SOLICITATION AGENT, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE TENDER OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
STATEMENT AND THE CONSENT AND LETTER OF TRANSMITTAL.


                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>exhibit_a4.txt
<DESCRIPTION>LETTER TO CLIENTS
<TEXT>
                                                               Exhibit (a)(4)

                                AIRBORNE, INC.

                               Offer to Purchase
                        Any and all of the Outstanding
                    5.75% Convertible Senior Notes Due 2007
                               of Airborne, Inc.
                    (CUSIP Numbers 009269AA9 and 009269AB7)
                                      And
                           Solicitation of Consents

-------------------------------------------------------------------------------
Subject to the terms and conditions set forth in the Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice, the Tender Offer
(as defined below) and withdrawal rights will expire at 11:59 p.m., New York
City time, on November 19, 2003, unless extended (such time and date, as the
same may be extended, the "Expiration Date"). The valid tender of Notes to the
Tender Offer will constitute the giving of Consent with respect to such Notes.
The valid withdrawal of tendered Notes from the Tender Offer will constitute
the revocation of Consent with respect to such Notes and the valid revocation
of Consent will constitute the withdrawal of the related Notes from the Tender
Offer. Holders may not deliver Consents without tendering the related Notes to
the Tender Offer or revoke Consents delivered in the Tender Offer without
withdrawing the related Notes from the Tender Offer. Airborne is not offering
any separate or additional payment for Consents in the Tender Offer from the
payment for the Notes themselves. Notes tendered and Consents delivered in the
Tender Offer may be withdrawn and revoked at any time prior to the Expiration
Date.
------------------------------------------------------------------------------

                                                              November 5, 2003

To Our Clients:

         Enclosed for your consideration is an Offer to Purchase, Consent
Solicitation Statement and Change in Control Notice (as it may be amended or
supplemented from time to time, the "Statement") and a related Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal") relating to Airborne, Inc.'s
("Airborne") offer (the "Tender Offer") to purchase any and all of its
outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes") for, at the
election of the holder of the Notes (each, a "Holder"), either:

     o    a cash payment of $1,080 per $1,000 principal amount of Notes (the
          "All Cash Consideration"); or

     o    a cash payment of $988.65 plus 42.7599 shares of common stock, par
          value $0.01, of ABX Air, Inc. ("ABX Air") per $1,000 principal
          amount of Notes (the "Cash and Stock Consideration"), with cash paid
          in lieu of fractional shares;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below). In addition, as a part of the Tender
Offer, Airborne is soliciting (the "Solicitation") consents (the "Consents")
to the proposed amendments (the "Proposed Amendments") to the registration
rights agreement relating to the Notes. All capitalized terms used herein but
not otherwise defined shall be ascribed the same meanings to such terms as in
the Statement.

         Airborne's obligation to accept for purchase and pay for Notes
validly tendered and not withdrawn in the Tender Offer is subject to the
conditions set forth in the Statement. The effectiveness of the Proposed
Amendments is conditioned upon the receipt of Consents from Holders of at
least a majority in aggregate principal amount of Registrable Securities (as
defined in the Registration Rights Agreement) (the "Requisite Consents"). If
the conditions to the Tender Offer set forth in the Statement are not
satisfied or waived by Airborne, Airborne will not be obligated to accept for
purchase or to pay for any Notes, tendering Holders will not receive the
Tender Offer Consideration and any Notes previously tendered will be returned
to the tendering Holders. If the Requisite Consents are not received, the
Proposed Amendments will not become operative.

<PAGE>

         To the extent it is legally permitted to do so, Airborne reserves the
right (i) to waive any and all conditions to the Tender Offer, except that the
receipt of the Requisite Consents may not be waived for purposes of effecting
the Proposed Amendments, (ii) to extend or terminate the Tender Offer or (iii)
to otherwise amend the Tender Offer in any respect. All conditions to each of
the Tender Offer are more fully described in the Statement under the caption
"The Tender Offer -- Principal Terms of the Tender Offer."

         Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender Offer is extended or amended, the terms and
conditions of any such extension or amendment) and applicable law, promptly
following the Expiration Date, Airborne will purchase, by accepting for
purchase, and will promptly pay for all Notes validly tendered (and not
validly withdrawn) pursuant to the Tender Offer, such payment to be made by
the deposit of immediately available funds by Airborne with Deutsche Bank
Trust Company Americas, the depositary for the Offers (the "Depositary"), and
will instruct ABX Air to issue the shares of its common stock, if any, that
are due to Holders that elect to receive the Cash and Stock Consideration. The
date on which Notes are accepted for purchase under the Tender Offer is herein
referred to as the "Acceptance Date."

         In the event that the Tender Offer is withdrawn or otherwise not
completed, the Tender Offer Consideration will not be paid or become payable
to Holders who have validly tendered their Notes in connection with the Tender
Offer and the Proposed Amendments will not become effective. In any such
event, any Notes previously tendered will be returned to the tendering Holder.

         This material relating to the Tender Offer is being forwarded to you
as the beneficial owner of Notes carried by us for your account or benefit but
not registered in your name. A tender of Notes may only be made by us as the
registered Holder and pursuant to your instructions. Accordingly, we request
instructions as to whether you wish us to tender Notes pursuant to the Tender
Offer, and thereby deliver your Consent to the Proposed Amendments with
respect to any or all of the Notes held by us for your account. If you do wish
us to tender Notes to the Tender Offer, we request instructions as to whether
you would like to receive the All Cash Consideration or the Cash and Stock
Consideration. We urge you to read carefully the Statement, the Consent and
Letter of Transmittal and the other materials provided herewith before
instructing us to tender your Notes to the Tender Offer.

         Your attention is directed to the following:

         1.   The Tender Offer is for any and all Notes that are outstanding.

         2.   Holders who desire to tender their Notes pursuant to the Tender
              Offer are required to Consent to the Proposed Amendments with
              respect to such Notes.

         3.   If you desire to tender any Notes pursuant to the Tender Offer
              (and thereby give your Consent to the Proposed Amendments) and
              receive the Tender Offer Consideration, we must receive your
              instructions, including instructions as to whether you would
              like to receive the All Cash Consideration or the Cash and
              Stock Consideration in ample time to permit us to effect a
              tender of Notes on your behalf on or prior to 11:59 p.m., New
              York City time, on the Expiration Date.

          4.   Airborne's obligation to pay the Tender Offer Consideration for
               tendered Notes is subject to the conditions set forth in the
               Statement. The effectiveness of the Proposed Amendments is
               conditioned upon the receipt of the Requisite Consents.

         5.   Any transfer taxes incident to the transfer of Notes pursuant
              to the Tender Offer from the tendering Holder to Airborne will
              be paid by Airborne, except as provided in the Statement and
              the instructions to the Consent and Letter of Transmittal.

         6.   Airborne expressly reserves the right, in its sole discretion,
              (i) to delay acceptance for purchase of Notes tendered under
              the Tender Offer or the payment for Notes accepted for purchase
              pursuant to the Tender Offer, and to terminate the Tender Offer
              and not accept for payment any Notes not theretofore accepted
              for purchase, if any of the conditions to the Tender Offer
              specified in the Statement shall not have been satisfied or
              waived by Airborne or in order to comply in whole or in part
              with applicable law, in either case, by giving oral or written
              notice of such delay or termination to the Depositary and (ii)
              at any time, or from time to time, to amend the Tender Offer in
              any respect. The reservation by



                                      2
<PAGE>


               Airborne of the right to delay acceptance for purchase of or
               payment for Notes is subject to the provisions of Rule 14e-1(c)
               under the Securities Exchange Act of 1934, as amended, which
               requires that Airborne pay the consideration offered or return
               the Notes deposited by or on behalf of Holders thereof promptly
               after the termination or withdrawal of the Tender Offer.

         7.   CONSUMMATION OF THE TENDER OFFER AND THE EFFECTIVENESS OF THE
              PROPOSED AMENDMENTS MAY HAVE ADVERSE CONSEQUENCES FOR HOLDERS
              WHO ELECT NOT TENDER THEIR NOTES IN THE TENDER OFFER. SEE
              "CERTAIN SIGNIFICANT CONSEQUENCES TO HOLDERS THAT DO NOT
              PARTICIPATE IN EITHER OF THE OFFERS" AND "CERTAIN UNITED STATES
              FEDERAL INCOME TAX CONSIDERATIONS" IN THE STATEMENT FOR
              DISCUSSIONS OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
              EVALUATING THE TENDER OFFER.

         If you wish to have us tender to the Tender Offer any or all of your
Notes held by us for your account or benefit and give the required related
Consents, please so instruct us by completing, executing and returning to us
the instruction form that appears below.

         THE ACCOMPANYING CONSENT AND LETTER OF TRANSMITTAL IS FURNISHED TO
YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED BY YOU TO TENDER NOTES
HELD BY US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT.




                                      3
<PAGE>


                             LETTER OF INSTRUCTION

         The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Tender Offer.

         This will instruct you to tender the principal amount of Notes
indicated below held by you for the account or benefit of the undersigned, and
thereby deliver the undersigned's Consent, with respect to the principal
amount of the Notes indicated below, pursuant to the terms of and conditions
set forth in the Offer to Purchase, Consent Solicitation Statement and Change
of Control Notice, dated October 15, 2003, as amended November 5, 2003, and
the related Consent and Letter of Transmittal.

                 ---------------------------------------------
                               Principal Amount
                         tendered in the Tender Offer*
                 ---------------------------------------------
                 _____________________________________________
                 _____________________________________________
                 _____________________________________________
                 _____________________________________________

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

* If no aggregate principal amount is provided with respect to the Notes and
this Instruction Form is signed in the space provided below, we are authorized
to tender with respect to the entire aggregate principal amount of such Notes
in which we hold an interest through DTC for your account into the Tender
Offer. Holders who desire to receive the Cash and Stock Consideration are
required to convert the related Notes.

         This will further instruct you to select the following Tender Offer
Consideration with respect to the principal amount of Notes held by you for
the account or benefit of the undersigned that are set forth above.

          --------------------------------------------------------------------
                        ELECTION OF TENDER OFFER CONSIDERATION
                      CONSIDERATION ELECTION (CHECK ONLY ONE BOX)
          --------------------------------------------------------------------
          [ ] All Cash Consideration of $1,080 per $1,000 principal
              amount of Notes
          --------------------------------------------------------------------
                                      OR
          --------------------------------------------------------------------
          [ ] Cash and Stock Consideration* of (i) $988.65 plus
              (ii) 42.7599 shares of common stock, par value $0.01,
              of ABX Air, Inc. per $1,000 principal amount of Notes,
              with cash paid in lieu of fractional shares
          --------------------------------------------------------------------

          * Please note that to validly elect to receive the Cash and Stock
          Consideration, a Holder is required to agree to convert its Notes
          and to complete and execute the form in Box 3, entitled "Conversion
          Notice." The Conversion Notice will not be effective until the
          related Notes are accepted for payment by Airborne.

          SPECIAL NOTICE: Any tender of Notes into the Tender Offer in which a
          Holder either (i) elects to receive the Cash and Stock Consideration
          but fails to properly complete and execute the Conversion Notice or
          (ii) elects to receive both the All Cash Consideration and the Cash
          and Stock Consideration will not constitute a valid tender of Notes,
          and such Holder will not be entitled to receive any Tender Offer
          Consideration.
          --------------------------------------------------------------------

                          Signatures required below.


                                      4
<PAGE>


-------------------------------------------------------------------------------
                               PLEASE SIGN HERE

______________________________________________________________________________
                                 Signatures(s)

______________________________________________________________________________
                            Name(s) (Please Print)

______________________________________________________________________________
                                    Address

______________________________________________________________________________
                                   Zip code

______________________________________________________________________________
                          Area Code and Telephone No.

______________________________________________________________________________
                   Tax Identification or Social Security No.

______________________________________________________________________________
                          My Account Number With You

______________________________________________________________________________
                                     Date


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



                                      5
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>exhibit_a6.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                            Exhibit (a)(6)

Contact

Investors: Jenny Lie, Deutsche Bank Securities, Inc.; Tel: 212-250-7445

Media: Kim Levy or Jim Barron, Citigate Sard Verbinnen; Tel: 212-687-8080

             Airborne Amends and Restates its Tender Offer for all
         of its $150 Million 5.75% Convertible Senior Notes due 2007


SEATTLE, WASHINGTON, NOVEMBER 5, 2003 - Airborne, Inc. ("Airborne"), an
indirect wholly owned subsidiary of DHL Worldwide Express B. V. ("DHL"), today
announced that it has amended and restated the terms of its Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice, dated October 15,
2003, as amended November 5, 2003 (the "Amended and Restated Offering
Document") relating to its $150 million 5.75% Convertible Senior Notes due
2007 (the "Notes"), which it commenced on October 15, 2003. The amended and
restated offer, among other things, allows holders of the Notes (each, a
"Holder") the ability to elect the form of the consideration they will receive
in the Tender Offer.

TENDER OFFER

Under the Amended and Restated Offering Documents, Airborne is offering (the
"Tender Offer") to purchase any and all of its outstanding Notes for, at the
Holder's election, either (i) a cash payment of $1,080 per $1,000 principal
amount of Notes (the "All Cash Consideration") or (ii) a cash payment of
$988.65 plus 42.7599 shares of common stock of ABX Air, Inc., per $1,000
principal amount of Notes, with cash paid in lieu of fractional shares (the
"Cash and Stock Consideration"). As part of the Tender Offer, Airborne is
seeking consents ("Consents") to certain proposed amendments (the "Proposed
Amendments") to the registration rights agreement relating to the Notes.
Consummation of the Tender Offer is subject to certain conditions set forth in
the Amended and Restated Offering Document. The expiration date for the Tender
Offer has been extended to 11:59 p.m. New York City time, November 19, 2003,
unless further extended by Airborne in its sole discretion or earlier
terminated.

As a condition to receiving the Cash and Stock Consideration, tendering
Holders must agree to convert their Notes pursuant to the terms of the
indenture. Under the indenture pursuant to which the Notes were issued,
following the consummation of the merger (the "Merger") pursuant to which DHL
acquired Airborne, each $1,000 principal amount of Notes is currently
convertible into $908.65 and 42.7599 shares of common stock of ABX Air. ABX
Air is an independent public company owned by the former shareholders of
Airborne.

CHANGE IN CONTROL OFFER

Also as previously announced, Airborne is offering (the "Change in Control
Offer") to purchase for cash any and all Notes at a purchase price equal to
100% of the principal amount of Notes, plus accrued but unpaid interest,
subject to applicable withholding taxes. As a result of the Merger, Airborne
became an indirect wholly owned subsidiary of DHL and is no longer a publicly
traded company. The Merger constituted a change in control of Airborne under
the terms of the indenture that governs the Notes. The indenture requires that
Airborne give notice


<PAGE>

to Holders of the change in control and each Holder has the right to require
Airborne to repurchase all of its Notes or any portion thereof under the terms
of the Change in Control Offer. The expiration date for the Change in Control
Offer has been extended to 11:59 p.m., New York City time, on November 19,
2003.

Please note that each of these offers is separate. The procedures for
tendering Notes in the Tender Offer and tendering Notes in the Change in
Control Offer are separate. Notes tendered into one of the offers will not be
tendered for purposes of the other offer. In the event that any Notes are
concurrently tendered into both the Tender Offer and the Change in Control
Offer, Airborne will treat such Notes as having been tendered into the Tender
Offer, which will provide the tendering Holder with the higher level of
consideration as between the two offers.

Airborne is today distributing the Amended and Restated Offering Documents to
beneficial Holders of its Notes. The Amended and Restated Offering Documents
are also available as exhibits to Airborne's amended and restated Schedule TO,
dated November 5, 2003.

                                   * * * * *

This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The offers relating to the Notes are made only by
the Offer to Purchase, Consent Solicitation Statement and Change in Control
Notice dated October 15, 2003, as amended November 5, 2003.

Deutsche Bank Securities Inc. is acting as dealer manager and solicitation
agent for the Tender Offer. D.F. King & Co., Inc. is the information agent for
the Tender Offer and Deutsche Bank Trust Company Americas is the depositary in
connection with all of the offers. Questions concerning the terms of the
offers may be directed to Deutsche Bank Securities, attention: Jenny Lie, toll
free at (866) 627-0391 or (212) 250-7445. Documents may be obtained by
contacting the information agent, at (888) 887-0082 - bankers and brokers call
collect (212) 269-5550.

Airborne's has previously announced the successful completion of its tender
offer for its $100 million 7.35% Notes due 2005 on October 27, 2003.

About Airborne. Effective August 15, 2003, Airborne became an indirect wholly
owned subsidiary of DHL and is no longer a publicly traded company. Airborne
operated through its company, Airborne Express, Inc. For more than 50 years,
Airborne Express has served the shipping needs of business customers around
the world.

About DHL. DHL is the world's leading express and logistics company offering
customers innovative and customized solutions from a single source. With
global expertise in solutions, express, air and ocean freight and overland
transport, DHL combines worldwide coverage with an in-depth understanding of
local markets. DHL's harmonized international network links more than 220
countries and territories worldwide. DHL continues to be at the forefront of
technology and, with over 170,000 dedicated employees, guarantees fast and
reliable services aimed at exceeding customers' expectations. Based in
Brussels, Belgium, DHL is 100% owned by Deutsche Post World Net.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>8
<FILENAME>exhibit_a7.txt
<DESCRIPTION>FORM W-9
<TEXT>

                                                                 Exhibit (a)(7)

Form W-9                      Request for Taxpayer
                    Identification Number and Certification
-------------------------------------------------------------------------------
   Print       Name
    or         ----------------------------------------------------------------
   type        Business name, if different from above
   See         ----------------------------------------------------------------
 Specific      Check appropriate box:
Information
    on         /_/ Individual/  /_/ Corporation  /_/ Partnership  /_/ Other >
  page 2           Sole
                   proprietor                                         -----
-------------------------------------------------------------------------------
               /_/ Exempt from backup withholding
-------------------------------------------------------------------------------
               Address (number, street, and apt. or suite no.)
-------------------------------------------------------------------------------
               City, state and ZIP code
-------------------------------------------------------------------------------
               List account number(s) here (optional)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Part I         Taxpayer Identification Number (TIN)
-------------------------------------------------------------------------------

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

Enter your TIN in the appropriate box.  For individuals, this is your social
security number (SSN).  However, for a resident alien, sole proprietor, or
disregarded entity, see the Part I instructions below.  For other entities, it
is your employer identification number (EIN).  If you do not have a number, see
How to get a TIN below.
                                               --------------------------------
                                                 Social security number
                                                 _/_/_ - _/_ - _/_/_/_
                                               --------------------------------

Note: If the account is in more than one name, see the chart below for
guidelines on whose number to enter.

                                               --------------------------------
                                                 Employer identification number
                                                 _/_/_ - _/_ - _/_/_/_
                                               --------------------------------

-------------------------------------------------------------------------------
Part II        Certification
-------------------------------------------------------------------------------
Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have
been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return.

-------------------------------------------------------------------------------
Sign           Signature of
Here           U.S. person >                           Date >
-------------------------------------------------------------------------------

Purpose of Form

A person who is required to file an information return with the IRS, must
obtain your correct taxpayer identification number (TIN) to report, for
example, income paid to you, real estate transactions, mortgage interest you
paid, acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.

U.S. person. Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee.

Note: If a requester gives you a form other than Form W-9 to request your TIN,
you must use the requester's form if it is substantially similar to this Form
W-9.

Foreign person. If you are a foreign person, use the appropriate Form W-8
(see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.
Generally, only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income. However,
most tax treaties contain a provision known as a "saving clause." Exceptions
specified in the saving clause may permit an exemption from tax to continue
for certain types of income even after the recipient has otherwise become a
U.S. resident alien for tax purposes.

    If you are a U.S. resident alien who is relying on an exception contained
in the saving clause of a tax treaty to claim an exemption from U.S. tax on
certain types of income, you must attach a statement that specifies the
following five items:
1. The treaty country. Generally, this must be the same treaty under which you
claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving
clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the
treaty article





<PAGE>


                                    Page 2
-------------------------------------------------------------------------------

Example. Article 20 of the U.S.-China income tax treaty allows an exemption
from tax for scholarship income received by a Chinese student temporarily
present in the United States. Under U.S. law, this student will become a
resident alien for tax purposes if his or her stay in the United States
exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the
U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20
to continue to apply even after the Chinese student becomes a resident alien
of the United States. A Chinese student who qualifies for this exception
(under paragraph 2 of the first protocol) and is relying on this exception to
claim an exemption from tax on his or her scholarship or fellowship income
would attach to Form W-9 a statement that includes the information described
above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under
certain conditions withhold and pay to the IRS 28% of such payments. This is
called "backup withholding." Payments that may be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.

     You will not be subject to backup withholding on payments you received if
you give the requester your correct TIN, make the proper certifications and
report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester, or

     2. You do not certify your TIN when required (see the Part II
instructions below for details), or

     3. The IRS tells the requester that you furnished an incorrect TIN, or

     4. The IRS tells you that you are subject to backup withholding because
you did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend accounts
opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the
instructions below.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless
your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a
false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage without informing the Social Security Administration
of the name change, enter your first name, the last name shown on your social
security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name
of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your social security
card on the "Name" line. You may enter your business, trade, or "doing
business as (DBA)" name on the "Business name" line.

Limited liability company (LLC). If you are a single-member LLC (including a
foreign LLC with a domestic owner) that is disregarded as an entity separate
from its owner under Treasury regulations section 301.7701-3, enter the
owner's name on the "Name" line. Enter the LLC's name on the "Business name"
line.

Other entities. Enter your business name as shown on required Federal tax
documents on the "Name" line. This name should match the name shown on the
charter or other legal document creating the entity. You may enter any
business, trade, or DBA name on the "Business name" line.

Note: You are requested to check the appropriate box for your status
(individuals/sole proprietor, corporation, etc.).



<PAGE>


Form W-9                            Page 3
-------------------------------------------------------------------------------

Exempt From Backup Withholding

If you are exempt, enter your name as described above and check the
appropriate box for your status, then check the "Exempt from backup
withholding": box in the line following the business name, sign and date the
form.

     Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding for
certain payments, such as interests and dividends.

Note: If you are exempt from backup withholding, you should still complete
this form to avoid possible erroneous backup withholding.

Exempt payees. Backup withholding is not required on any payments made to the
following payees:

     1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2);

     2. The United States or any of its agencies or instrumentalities;

     3. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities;

     4. A foreign government or any of its political subdivisions, agencies,
or instrumentalities; or

     5. An international organization or any of its agencies or
instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation;

     7. A foreign central bank of issue;

     8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United States;

     9. A futures commission merchant registered with the Commodity Futures
Trading Commission;

     10. A real estate investment trust;

     11. An entity registered at all times, during the tax year under the
Investment Company Act of 1940;

     12. A common trust fund operated by a bank under section 584(a);

     13. A financial institution;

     14. A middleman known in the investment community as a nominee or
custodian; or

     15. A trust exempt from tax under section 664 or described in section
4947.

     The chart below shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt recipients listed above, 1
through 15.

-------------------------------------------------------------------------------
If the payment is for ...        THEN the payment is exempt
                                 for...
-------------------------------------------------------------------------------
Interest and dividend            All exempt recipients
payments                         except for 9
-------------------------------------------------------------------------------
Broker transactions              Exempt recipients 1 through
                                 13.  Also, a person
                                 registered under the
                                 Investment Advisers Act of
                                 1940 who regularly acts as
                                 a broker.
-------------------------------------------------------------------------------
Barter exchange                  Exempt recipients 1 through 5
transactions and patronage
dividends
-------------------------------------------------------------------------------
Payments over $600               Generally, exempt
required to be reported and      recipients 1 through 7 (2)
direct sales over $5,000(1)
-------------------------------------------------------------------------------

(1) See Form 1099-MISC, Miscellaneous income, and its instructions.

(2) However, the following payments made to a corporation (including gross
    proceeds paid to an attorney under section 6045(f), even if the attorney
    is a corporation) and reportable on Form 1099-MISC are not exempt from
    backup withholding: medical and health care payments, attorney's fees;
    and payments for services paid by a Federal executive agency.

Part I.  Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do
not have and are not eligible to get an SSN, your TIN is your IRS individual
taxpayer identification number (ITIN). Enter it in the social security number
box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either
your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-owner LLC that is disregarded as an entity separate
from its owner (see Limited liability company (LLC) on page 2), enter your SSN
(or EIN, if you have one). If the LLC is a corporation, partnership, etc.,
enter the entity's EIN.

Note: See the chart for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To
apply for an SSN, get Form SS-5, Application for a Social Security Card, from
your local Social Security Administration office or get this form on-line at
www.sra.gov/online/ss5.html. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification

<PAGE>

Number, to apply for an ITIN, or Form SS-4, Application for Employer
Identification Number, to apply for an EIN. You can get Forms W-7 and
SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS
Web Site at www.irs.gov.

     If you are asked to complete Form W-9 but do not have a TIN, write
"Applied For" in the space for the TIN, sign and date the form, and give it to
the requester. For interest and dividend payments, and certain payments made
with respect to readily tradable instruments, generally you will have 60 days
to get a TIN and give it to the requester before you are subject to backup
withholding on payments. The 60-day rule does not apply to other types of
payments. You will be subject to backup withholding on all such payments until
you provide your TIN to the requester.
Note: Writing "Applied For" means that you have already applied for a TIN or
that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.



<PAGE>


Form W-9                            Page 4
-------------------------------------------------------------------------------

Part II.  Certification

To establish to the withholding agent that you are a U.S. person, or resident
alien, sign Form W-9. You may be requested to sign by the withholding agent
even if items 1, 3, and 5 below indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should
sign (when required). Exempt recipients, see Exempt from backup withholding.

Signature requirements. Complete the certification as indicated in 1 through 5
below.

     1. Interest, dividend, and barter exchange accounts opened before 1984
and broker accounts considered active during 1983. You must give your correct
TIN, but you do not have to sign the certification.

     2. Interest, dividend, broker, and barter exchange accounts opened after
1983 and broker accounts considered inactive during 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester,
you must cross out item 2 in the certification before signing the form.

     3. Real estate transactions. You must sign the certification. You may
cross out item 2 of the certification.

     4. Other payments. You must give your correct TIN, but you do not have to
sign the certification unless you have been notified that you have previously
given an incorrect TIN. "Other payments" include payments made in the course
of the requester's trade or business for rents, royalties, goods (other than
bills for merchandise), medical and health care services (including payments
to corporations), payments to a nonemployee for services, payments to certain
fishing boat crew members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).

     5. Mortgage interest paid by you, acquisition or abandonment of secured
property, cancellation of debt, qualified tuition program payments (under
section 529), IRA or Archer MSA contributions or distributions, and pension
distributions. You must give your correct TIN, but you do not have to sign the
certification.

What Name and Number To Give the Requester

-------------------------------------------------------------------------------
For this type of account:             Give name and SSN of
-------------------------------------------------------------------------------
1.   Individual                       The Individual

2.   Two or more individuals          The actual owner of the
     (joint account)                  account or, if combined
                                      funds, the first
                                      individual on the
                                      account(1)

3.   Custodian account of a           The minor(2)
     minor (Uniform Gift to
     Minors Act)

4.   a. The usual revocable           The grantor-trustee(1); The
        savings trust (grantor        actual owner(1)
        is also trustee)

     b. So-called trust account
        that is not a legal or
        valid trust under state
        law

5.   Sole proprietorship or           The owner(3)
     single-owner LLC
-------------------------------------------------------------------------------
For this type of account:             Give name of EIN of:
-------------------------------------------------------------------------------
6.   Sole proprietorship or           The owner(3)
     single-owner LLC

7.   A valid trust, estate,           Legal entity(4)
     or pension trust

8.   Corporate or LLC                 The corporation
     electing corporate
     status on Form 8832

9.   Association, club,               The organization
     religious, charitable,
     educational, or other
     tax-exempt organization

10.  Partnership or                   The partnership
     multi-member LLC

11.  A broker or registered           The broker or nominee
     nominee

12.  Account with the                 The public entity
     Department of
     Agriculture in the name
     of a public entity
     (such as a state or
     local government,
     school district, or
     prison) that receives
     agricultural program
     payments
-------------------------------------------------------------------------------

(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has an SSN, that person's number must
     be furnished.

(2)  Circle the minor's name and furnish the minor's SSN.

(3)  You must show your individual name, but you may also enter your business
     or "DBA" name. You may use either your SSN or EIN (if you have one).

(4)  List first and circle the name of the legal trust, estate, or pension
     trust.  (Do not furnish the TIN of the personal representative or trustee
     unless the legal entity itself is not designated in the account title)

     Note: If no name is circled when more than one name is listed, the number
     will be considered to the that of the first name listed.


<PAGE>


-------------------------------------------------------------------------------
Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest
you paid, the acquisition or abandonment of secured property, cancellation of
debt, or contributions you made to an IRA or Archer MSA. The IRS uses the
number for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation, and to cities, states, and the District of
Columbia to carry out their tax laws. We may also disclose this information to
other countries under a tax treaty, or to Federal and state agencies to
enforce Federal nontax criminal laws and to combat terrorism.

     You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 28% of taxable interest, dividends, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.



<PAGE>



-------------------------------------------------------------------------------
            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understanding that, notwithstanding the information I provided in Part III of
the Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), 28% of all reportable payments made to me
will be withheld until I provide a taxpayer identification number. If I fail
to provide a taxpayer identification number within 60 days, such amounts will
be paid over to the Internal Revenue Service.

                                                                         , 2003
------------------------------------------         ---------------------
              Signature                                     Date
-------------------------------------------------------------------------------

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
       WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
       AND THE SOLICITATION. PLEASE REVIEW THE "INTERNAL REVENUE SERVICE
       FORM W-9-REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND
       CERTIFICATION" ABOVE FOR ADDITIONAL DETAILS.




</TEXT>
</DOCUMENT>
</SUBMISSION>
