<SUBMISSION>
<ACCESSION-NUMBER>0000893750-03-000664
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20031208
<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>031042919
</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>scheduleto.txt
<DESCRIPTION>SCHEDULE TO
<TEXT>
===============================================================================

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

                                Amendment No. 5

                            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
             $163,533,333                                 $0
===============================================================================

*    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 December 5, 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: $13,230     Filing Party: Airborne, Inc., et al
     File Nos: 005-08996 and 005-12227   Dates Filed: 10/15/03, 11/5/03,
                                                      11/20/03 and 11/24/03

[ ]  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: [X]

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


<PAGE>

     This Amendment No. 5 amends and supplements the Tender Offer Statement
filed on October 15, 2003 under cover of Schedule TO ("Schedule TO-I"), as
amended and restated by Amendment No. 1 filed on November 5, 2003 under cover
of Schedule TO ("Schedule TO-I/A1"), as amended and further supplemented by
Amendment No. 2 filed on November 20, 2003 under cover of Schedule TO
("Schedule TO-I/A2) and Amendment No. 3 filed on November 24, 2003 under
Schedule TO ("Schedule TO-I/A3"), and as amended and restated by Amendment No.
4 filed on December 3, 2003 under cover of Schedule TO ("Schedule TO-I/A4,"
and together with Schedule TO-I, Schedule TO-I/A1, Schedule TO-I/A2 and
Schedule TO-I/A3, "Schedule TO-I/A"), relating to the Tender Offer (as defined
therein) made, by Airborne, Inc., a Delaware corporation, for any and all of
its outstanding 5.75% Convertible Senior Notes due 2007, all subject to the
terms and conditions of the amended and restated Offer to Purchase and Consent
Solicitation Statement and the Consent and Letter of Transmittal. Capitalized
terms used herein but not defined have the meanings ascribed to such terms in
the Schedule TO-I/A.

Item 11.  Additional Information.

(b) Other material information. The information set forth in Exhibit (a)(11)
attached hereto is expressly incorporated herein by reference.

Item 12.  Exhibits.

Exhibit No.                          Description
-----------                          -----------
Exhibit (a)(11)     Press release issued by Airborne, Inc. on December 8, 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:  December 8, 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)(11)     Press release issued by Airborne, Inc. on December 8, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>pressrelease.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
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 Completes Offer to Purchase and Consent Solicitation
         for its $150 Million 5.75% Convertible Senior Notes due 2007

Seattle, Washington, December 8, 2003 - Airborne, Inc. ("Airborne"), an
indirect wholly owned subsidiary of DHL Worldwide Express B. V. ("DHL"),
announced today the successful completion of its previously announced offer to
purchase for cash (the "Offer") any and all of its $150 million 5.75%
Convertible Senior Notes due 2007 (the "Notes"), together with the related
solicitation of consents to amend the registration rights agreement related to
the Notes. The Offer was made pursuant to 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 (the "Amended and
Restated Offering Document"). Unless otherwise indicated, capitalized terms
used but not defined herein shall have the respective meanings set forth in
the Amended and Restated Offering Document.

Airborne has been advised by Deutsche Bank Trust Company Americas, the
Depositary for the offer to purchase and the consent solicitation, that, as of
the expiration of the offer at 11:59 p.m., New York City time, on December 5,
2003 (the "Expiration Date"), approximately $140,760,000 of the Notes had been
tendered, including the following:

-    approximately $5,863,000 aggregate principal amount of the Notes, or
     approximately 3.91%, had been tendered for Consideration Option A; and

-    approximately $134,897,000 aggregate principal amount of the Notes, or
     approximately 89.93%, had been tendered for Consideration Option B.

Holders of Notes tendered for Consideration Option A will receive a cash
payment of $1,080 per $1,000 principal amount of the Notes and holders of
Notes tendered for Consideration Option B will receive a cash payment of
$993.65 per $1,000 principal amount of the Notes, representing the cash amount
into which the Notes are currently convertible ($908.65), plus a premium of
$85.00 per $1,000 principal amount, and 42.7599 shares of common stock, par
value $0.01, of ABX Air, Inc. per $1,000 principal amount of the Notes, with
cash paid in lieu of fractional shares. In each case, holders of Notes will
receive, in addition to the cash payments, accrued and unpaid interest to, but
excluding, December 5, 2003. Payment for validly tendered and accepted Notes
will be made promptly after the Expiration Date.

In addition, the requisite consents needed to effect proposed amendments to
the registration rights agreement have been received.

Deutsche Bank Securities Inc. was retained by Airborne to act as Dealer
Manager in connection with the Offer and as Solicitation Agent in connection
with the consent solicitation. D.F. King & Co. Inc. served as the Information
Agent for the Offer.

<PAGE>

                                   * * * * *

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.

Statements made in this press release regarding future matters are
forward-looking statements that involve risks and uncertainties. Investors are
cautioned against placing undue reliance upon forward-looking statements.
Forward-looking statements regarding the offer are based on current
expectations. The conduct of the offer is subject to a variety of
uncertainties including the variability of interest rates and levels of
Noteholder participation. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events or otherwise.

This release is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell the securities of Airborne,
Inc. or its subsidiaries.


                                      2

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