<SUBMISSION>
<ACCESSION-NUMBER>0000893750-03-000619
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20031120
<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>031015778
</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>skedto.txt
<DESCRIPTION>AMENDMENT NO. 2
<TEXT>
===============================================================================

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

                                Amendment No. 2

                            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
                     $163,173,958                  $13,200
            =========================================================

*    The transaction value shown 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 20, 2003 (the expected date of acceptance for purchase
     and of payment)).

[X]  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: $13,199       Filing Party: Airborne, Inc.
     File Nos: 005-08996 and 005-012227    Dates Filed:  October 15, 2003 and
                                                           November 5, 2003

[ ]  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. 2 (this "Amendment") amends and supplements the Tender
Offer Statement filed on October 15, 2003 under cover of Schedule TO, as
amended and restated by Amendment No. 1 filed on November 5, 2003 under cover
of Schedule TO ("Schedule TO-I/A"), relating to 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"), all subject to the terms and conditions of 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"), filed as
Exhibit (a)(1) with the Schedule TO-I/A.

     Except as provided herein, this Amendment does not alter the terms and
conditions previously set forth in the Schedule TO-I/A, and should be read in
conjunction with the Schedule TO-I/A, including all Exhibits filed therewith.

Item 1.  Summary Term Sheet.

(a)      The information set forth in Exhibit (a)(8) attached hereto is
         incorporated herein by reference.

Item 4.  Terms of the Transaction.

(a)      The information set forth in Exhibit (a)(8) attached hereto is
         incorporated herein by reference.


Item 12.  Exhibits.

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

Exhibit (a)(8)      Press release issued by Airborne on November 19, 2003,
                    extending the expiration of its Offer to Purchase, Consent
                    Solicitation and Change of Control Notice, dated October
                    15, 2003, as amended November 5, 2003.


<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 20, 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)(8)      Press release issued by Airborne on November 19, 2003,
                    extending the expiration of its Offer to Purchase, Consent
                    Solicitation and Change of Control Notice, dated October
                    15, 2003, as amended November 5, 2003.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>3
<FILENAME>pressrelease.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                               Exhibit (a)(8)

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 Extends the Expiration Date for the Tender Offer
      for all of its $150 Million 5.75% Convertible Senior Notes due 2007


Seattle, Washington, November 19, 2003 - Airborne, Inc. ("Airborne"), an
indirect wholly owned subsidiary of DHL Worldwide Express B. V. ("DHL"), today
announced that it has extended the expiration date for both its offer to
purchase (the "Tender Offer") all of its $150 million 5.75% Convertible Senior
Notes due 2007 (the "Notes") and the unrelated change in control offer (the
"Change in Control Offer") for the Notes. Both the Tender Offer and the Change
in Control Offer will now expire at 5:00 p.m., New York City time, on
Thursday, November 20, 2003. Each of the offers was previously scheduled to
expire at 11:59 p.m., New York City time, on Wednesday, November 19, 2003. As
of 5:00 p.m. on Wednesday, November 19, 2003, approximately $32,852,000 in
aggregate principal amount of Notes, or approximately 21.90% of all
outstanding Notes, had been tendered into the Tender Offer. No Notes have been
tendered into the Change in Control Offer.

                                   * * * * *

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 in
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.

About Airborne. Effective August 15, 2003, Airborne became an indirect wholly
owned subsidiary of DHL and is no longer a publicly traded company. For more
than 50 years, Airborne operated through its company Airborne Express, Inc.
serving 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>
</SUBMISSION>
