                                                               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 and
Consent Solicitation Statement, the Offer (as defined below) and withdrawal
rights will expire at 11:59 p.m., New York City time, on December 5, 2003,
unless extended (such time and date, as the same may be extended, the
"Expiration Date"). The valid tender of Notes to the Offer will constitute the
giving of Consent with respect to such Notes. The valid withdrawal of tendered
Notes from the 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 Offer. Holders may not deliver Consents without
tendering the related Notes to the Offer or revoke Consents delivered in the
Offer without withdrawing the related Notes from the Offer. Airborne is not
offering any separate or additional payment for Consents in the Offer from the
payment for the Notes themselves. Notes tendered and Consents delivered in the
Offer may be withdrawn and revoked at any time prior to the Expiration Date.

                                                           December 3, 2003

To Our Clients:

     Enclosed for your consideration is an Offer to Purchase and Consent
Solicitation Statement (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 "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
          ("Consideration Option A"); or

     o    for Holders who elect to convert their Notes by submitting a
          completed Conversion Notice as described in the Consent and Letter
          of Transmittal, a cash payment of $993.65 per $1,000 principal
          amount of Notes ("Consideration Option B"), representing the cash
          amount into which the Notes are currently convertible ($908.65),
          plus a premium of $85.00 per $1,000 principal amount;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below). In addition, as a part of the 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 but not otherwise
defined herein shall have the meanings ascribed to such terms in the
Statement.

     Airborne's obligation to accept for purchase and pay for Notes validly
tendered and not withdrawn in the 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 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 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.

     To the extent it is legally permitted to do so, Airborne reserves the
right (i) to waive any and all conditions to the 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 Offer or (iii) to
otherwise amend the Offer in any respect. All conditions to each of the Offer
are more fully described in the Statement under the caption "The Offer --
Principal Terms of the Offer."


<PAGE>

     Upon the terms and subject to the conditions of the Offer (including, if
the 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
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 Offer is herein referred to as the "Acceptance Date."

     In the event that the Offer is withdrawn or otherwise not completed, the
Offer Consideration will not be paid or become payable to Holders who have
validly tendered their Notes in connection with the 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 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 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 Offer, we request instructions as to whether you would
like to receive Consideration Option A or Consideration Option B. 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 Offer.

     Your attention is directed to the following:

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

     2.   Holders who desire to tender their Notes pursuant to the 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 Offer (and thereby
          give your Consent to the Proposed Amendments) and receive the Offer
          Consideration, we must receive your instructions, including
          instructions as to whether you would like to receive Consideration
          Option A or Consideration Option B 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 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
          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 Offer
          or the payment for Notes accepted for purchase pursuant to the
          Offer, and to terminate the Offer and not accept for payment any
          Notes not theretofore accepted for purchase, if any of the
          conditions to the 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 Offer in any
          respect. The reservation by 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 Offer.


                                     -2-
<PAGE>

     7.   Consummation of the Offer and the effectiveness of the Proposed
          Amendments may have adverse consequences for Holders who elect not
          tender their Notes in the 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 Offer.

     If you wish to have us tender to the 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 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 and Consent Solicitation Statement, dated October 15,
2003, as amended and supplemented on November 5, 2003, November 21, 2003 and
December 3, 2003 and the related Consent and Letter of Transmittal.

                               Principal Amount
                            tendered in the 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 Offer.
Holders who desire to receive Consideration Option B are required to convert
the related Notes.

     This will further instruct you to select the following 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 OFFER CONSIDERATION
                  CONSIDERATION ELECTION (CHECK ONLY ONE BOX)

[ ] Consideration Option A of $1,080 per $1,000 principal amount of Notes

                                     OR

[ ] Consideration Option B* of (i) $993.65 per $1,000 principal amount of Notes

* Please note that to validly elect to receive Consideration Option B, 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 Offer in which a Holder either
(i) elects to receive Consideration Option B but fails to properly complete
and execute the Conversion Notice or (ii) elects to receive both Consideration
Option A and Consideration Option B will not constitute a valid tender of
Notes, and such Holder will not be entitled to receive any 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

