SECURITIES AND EXCHANGE COMMISSION
                                     
                           WASHINGTON D.C. 20549
                                     
                                 FORM S-8
                                     
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                     
                                     
                       AIRBORNE FREIGHT CORPORATION
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                     
<TABLE>
<S>                                       <C>
        DELAWARE                               91-0837569
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER ID. NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
                                     
                     3101 WESTERN AVENUE, P.O. BOX 662
                         SEATTLE, WASHINGTON 98111
                              (206) 285-4600
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
               OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                     
                                     
                  1994 AIRBORNE KEY EMPLOYEE STOCK OPTION
                    AND STOCK APPRECIATION RIGHTS PLAN
                                     
                               -------------
                                     
                             ROY C. LILJEBECK
           EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                       AIRBORNE FREIGHT CORPORATION
                     3101 WESTERN AVENUE, P.O. BOX 662
                         SEATTLE, WASHINGTON 98111
                              (206) 285-4600
         (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                     
                               -------------
                                     
                      CALCULATION OF REGISTRATION FEE

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





<TABLE>
<CAPTION>
                                 Proposed        Proposed
                                 Maximum         Maximum
Title of                         Offering Price  Aggregate     Amount of
Securities To    Amount To Be    Per Share or    Offering      Registration
Be Registered    Registered (1)  Unit (2)        Price (2)     Fee
- ----------       ----------      ----------      ----------    ----------
<S>              <C>             <C>             <C>           <C>
Common Stock, 
par value 
$1.00 per share 1,950,000 Shs.   $19 7/16         $37,903,125  $13,070.04

Preferred Stock 
Purchase Rights 
(3)             1,950,000 Rts.      --               --           --

</TABLE>

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

(1)  Plus (i) an indeterminate number of shares of Common Stock and Preferred 
  Stock Purchase Rights that may become issuable under the Plan as a result of 
  the adjustment provisions therein, and (ii) if any interests in the Plan 
  constitute separate securities required to be registered under the 
  Securities Act of 1993, an indeterminate amount of such interests in the 
  Plan.

(2)  Computed pursuant to Rule 457 based on the average of the high and low
  sales prices reported for the New York Stock Exchange on April 24, 1995.

(3)  Preferred Stock Purchase Rights are initially attached to and trade
  with shares of Common Stock.  Value attributable to such rights, if any,
  is reflected in the market price for shares of Common Stock.

                                  PART II

Item 3. Incorporation of Documents by Reference

       This registration statement incorporates herein by reference the
  following documents which have been filed with the Securities and
  Exchange Commission (the "Commission") by Airborne Freight Corporation
  (the "Registrant") pursuant to the Securities and Exchange Act of 1934,
  as amended (the "Exchange Act"):

     1.    The Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1994.

     2.    All other reports filed pursuant to Section 13(a) or 15(d) of
      the Exchange Act since the end of 1994.

     3.    The description of the Common Stock of the Registrant set forth
      in the Registration Statement on Form 10 filed with the Commission
      pursuant to the Exchange Act and declared effective on June 23,
      1975.

     All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment, which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.

     For purposes of this registration statement, any statement
incorporated by reference herein shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed thereafter, except as so
modified or superseded, to constitute a part of this registration
statement.

Item 4.   Description of Securities

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel

     The opinion of Riddell, Williams, Bullitt & Walkinshaw, 1001 Fourth
Avenue Plaza, Suite 4400, Seattle, Washington 98154, is being filed
herewith as Exhibit 5.  J. Vernon Williams, a member of said firm, is an
Assistant Secretary of the Registrant.  Certain other members of the firm
serve as officers and/or directors of the Registrant's subsidiaries.  As of
April 1, 1995, members of the firm held approximately 12,000 shares of
the Registrant's Common Stock.

Item 6.   Indemnification of Directors and Officers

     Article Twelfth of the Restated Certificate of Incorporation of the
Registrant provides:

          No director of the corporation shall be personally liable to the
     corporation or its stockholders for monetary damages for breach of his
     or her fiduciary duty as a director; provided, however, that this
     Article TWELFTH shall not eliminate or limit the liability of a
     director to the extent provided by applicable law (i) for any breach
     of the director's duty of loyalty to the corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which
     involve intentional misconduct or a knowing violation of law, (iii)
     under Section 174 of the General Corporation Law of the State of
     Delaware (or successor provision), or (iv) for any transaction from
     which the director derived an improper personal benefit.  No amendment
     to or repeal of this Article TWELFTH shall apply to or have any effect
     on the liability or alleged liability of any director of the
     corporation for or with respect to any acts or omissions of such
     director occurring prior to such amendment or repeal.
     
     The Restated Certificate of Incorporation of the Registrant requires
the Registrant to indemnify its officers and directors from all expenses
and liabilities to the full extent permitted by Delaware law, specifically
providing for indemnities to any director, officer or former director or
officer or any person who may have served at the Registrant's request as a
director or officer of another corporation (including any heirs, personal
representatives and estates of any indemnified parties), against all costs
and expenses, including attorneys' fees reasonably incurred by him/her or
imposed on him/her in connection with any action, proceeding or
investigation, whether civil, administrative or criminal (including any
shareholder's action and any other action in which the Registrant is a
party, plaintiff or defendant), in which he/she is or may be a party or is
proceeded against or involved by any reason of any action alleged to have
been taken by him/her or omitted by him/her in such action, proceeding or
investigation, or sums paid in settlement or compromise thereof with the
approval of the Board of Directors.  The indemnification provisions do not
apply unless the indemnified party acted in a manner reasonably believed by
him/her to be in or not opposed to the best interests of the corporation,
and do not apply if such person is found (1) to be guilty of willful
misconduct, bad faith or gross negligence in the performance of his/her
duties to the corporation, in a derivative action or one brought by the
corporation, or (2) to be guilty of willful misconduct or bad faith, if
such action or proceeding is brought by a third party.

     Expenses incurred in defending such action, proceeding or
investigation may be paid by the Registrant in advance of the final
disposition upon receipt of an undertaking by the indemnified party to
repay such amount if it shall ultimately be determined that he/she is not
entitled to be indemnified by the Registrant.

     In addition to the indemnification provision described above, the
Registrant maintains a directors and officers liability policy which
insures its officers and directors against certain liabilities.

Item 7.   Exemption from Registration Claimed

     Not Applicable.

Item 8.   Exhibits

     The following documents are filed as part of this registration
statement or incorporated by reference herein:

<TABLE>
<CAPTION>
Exhibit   Description
- -------   -----------
<S>       <C>
4(a)      Rights Agreement, dated as of November 20, 1986, between the Company
          and First Jersey National Bank (predecessor to First Interstate Bank, 
          Ltd. "FIB") as Rights Agent (incorporated herein by reference from 
          Exhibit 1 to the Company's Registration Statement on Form 8-A, dated 
          November 28, 1986).

4(b)      Certificate of Designation of Series A Participating Cumulative
          Preferred Stock Setting Forth the Powers, Preferences, Rights
          Qualifications, Limitations and Restrictions of Such Series of 
          Preferred Stock of the Company(incorporated by reference from 
          Exhibit 2 to the Company's Registration Statement on Form 8-A, 
          dated November 28, 1986).

4(c)      Form of Right Certificate relating to the Rights Agreement (see
          Exhibit 4(a) above, incorporated by reference from Exhibit 3 to 
          the Company's Registration Statement on Form 8-A, dated 
          November 28, 1986).

4(d)      Letter dated January 5, 1990, from the Company to FIB, appointing 
          FIB as successor Rights Agent under the Rights Agreement dated as 
          of November 20, 1986, between the Company and the First Jersey 
          National Bank (incorporated by reference from Exhibit 4(c) to the 
          Company's Form 10-K for the year ended December 31, 1989).

4(e)      Amendment to Rights Agreement entered into as of January 24, 1990,
          between the Company and FIB (incorporated herein by reference from 
          Exhibit 4(d) to the Company's Form 10-K for the year ended 
          December 31, 1989).

4(f)      Third Amendment to Rights Agreement entered into as of November 6,
          1991 between the Company and FIB (incorporated herein by reference 
          from Exhibit 4(a) to the Company's Form 10-K for the year ended 
          December 31, 1991).

4(g)      Certificate of Designation of Preferences of Preferred Shares of
          Airborne Freight Corporation filed with the Office of the Secretary of
          State of Delaware on January 26, 1990 (incorporated by reference 
          from Exhibit 4(a) to the Company's Form 10-K for the year ended 
          December 31, 1989).

5         Opinion of Riddell, Williams, Bullitt & Walkinshaw.

23(a)     Consent of Deloitte & Touche LLP.

23(b)     Consent of Riddell, Williams, Bullitt & Walkinshaw (included in its
          opinion filed as Exhibit 5 to this registration statement).

99(a)     1994 Airborne Key Employee Stock Option and Stock Appreciation 
          Rights Plan, (incorporated herein by reference from Exhibit 10(d) 
          to the Company's Form 10-K for the year ended December 31, 1993).

</TABLE>

Item 9.   Undertakings

     The undersigned Registrant hereby undertakes:
     
          1.   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:
     
          (i)    To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1993 (the "Securities Act");
     
          (ii)   To reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration statement; and
     
          (iii)  To include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement.
     
          Provided, however, that paragraphs (i) and (ii) do not apply if
     the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in this registration statement.
     
          2.   That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
     
          3.   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.
     
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted against the Registrant by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

                                SIGNATURES
                                     

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Seattle, State of Washington, on
April 28, 1995.



                                   AIRBORNE FREIGHT CORPORATION


                                   By: /s/Robert S. Cline
                                       ------------------
                                       Robert S. Cline
                                       Chief Executive Officer






                             POWER OF ATTORNEY
                                     
                                     
                                     
     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints ROBERT S. CLINE and ROY C.
LILJEBECK, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.


     Pursuant to the requirements of the Securities Act of 1933, this 
     registration statement has been signed below by the following persons 
     on behalf of the Registrant in the capacities and on the date indicated.

<TABLE>
<CAPTION>
DATE             Title                           Signature
- ----             ------                          ---------
<S>              <C>                             <C>
April 28, 1995   Chairman of the Board &         /s/Robert S. Cline
                 Chief Executive Officer         -------------------
                 (Principal Executive Officer)   Robert S. Cline
                   
 
April 28, 1995   President,                      /s/Robert G. Brazier
                 Chief Operating Officer         ---------------------
                 & Director                      Robert G. Brazier


April 28, 1995   Executive Vice President        /s/Roy C. Liljebeck
                 & Chief Financial Officer       -------------------
                 (Principal Financial Officer)   Roy C. Liljebeck


April 28, 1995   Senior Vice President,          /s/Lanny H. Michael
                 Treasurer & Controller          --------------------
                 (Principal Accounting Officer)  Lanny H. Michael


April 28, 1995   Director                        /s/Harold M. Messmer Jr.
                                                 -----------------------
                                                 Harold M. Messmer Jr.


April 28, 1995   Director                        /s/Richard M. Rosenberg
                                                 -----------------------
                                                 Richard M. Rosenberg


April 28, 1995   Director                        /s/Andrew V. Smith
                                                 -------------------
                                                 Andrew V. Smith

</TABLE>

                             INDEX TO EXHIBITS
                                     
     The following documents are filed as a part of this registration
statement or incorporated by reference herein:

<TABLE>
<CAPTION>
Exhibit  Description
- -------  -----------
<S>      <C>
4(a)     Rights Agreement, dated as of November 20, 1986, between the Company
         and First Jersey National Bank (predecessor to First Interstate Bank, 
         Ltd. "FIB") as Rights Agent (incorporated herein by reference from 
         Exhibit 1 to the Company's Registration Statement on Form 8-A, dated 
         November 28, 1986).

4(b)     Certificate of Designation of Series A Participating Cumulative
         Preferred Stock Setting Forth the Powers, Preferences, Rights
         Qualifications, Limitations and Restrictions of Such Series of 
         Preferred Stock of the Company(incorporated by reference from 
         Exhibit 2 to the Company's Registration Statement on Form 8-A, 
         dated November 28, 1986).

4(c)     Form of Right Certificate relating to the Rights Agreement (see
         Exhibit 4(a) above, incorporated by reference from Exhibit 3 to 
         the Company's Registration Statement on Form 8-A, dated 
         November 28, 1986).

4(d)     Letter dated January 5, 1990, from the Company to FIB, appointing 
         FIB as successor Rights Agent under the Rights Agreement dated as 
         of November 20, 1986, between the Company and the First Jersey 
         National Bank (incorporated by reference from Exhibit 4(c) to the 
         Company's Form 10-K for the year ended December 31, 1989).

4(e)     Amendment to Rights Agreement entered into as of January 24, 1990,
         between the Company and FIB (incorporated herein by reference from 
         Exhibit 4(d) to the Company's Form 10-K for the year ended 
         December 31, 1989).

4(f)     Third Amendment to Rights Agreement entered into as of November 6,
         1991 between the Company and FIB (incorporated herein by reference 
         from Exhibit 4(a) to the Company's Form 10-K for the year ended 
         December 31, 1991).

4(g)     Certificate of Designation of Preferences of Preferred Shares of
         Airborne freight Corporation filed with the Office of the Secretary 
         of State of Delaware on January 26, 1990 (incorporated by reference 
         from Exhibit 4(a) to the Company's Form 10-K for the year ended 
         December 31, 1989).

5        Opinion of Riddell, Williams, Bullitt & Walkinshaw.

23(a)    Consent of Deloitte & Touche LLP.

23(b)    Consent of Riddell, Williams, Bullitt & Walkinshaw (included in its
         opinion filed as Exhibit 5 to this registration statement).

99(a)    1994 Airborne Key Employee Stock Option and Stock Appreciation 
         Rights Plan, (incorporated herein by reference from Exhibit 10(d) 
         to the Company's Form 10-K for the year ended December 31, 1993).

</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
                                     
                           WASHINGTON D.C. 20549
                                     
                                 FORM S-8
                                     
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                     
                                     
                       AIRBORNE FREIGHT CORPORATION
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                               91-0837569
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER ID. NO.)
INCORPORATION OR ORGANIZATION)
3101 WESTERN AVENUE, P.O. BOX 662
                         SEATTLE, WASHINGTON 98111
                              (206) 285-4600
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
               OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                     
                                     
                  1994 AIRBORNE KEY EMPLOYEE STOCK OPTION
                    AND STOCK APPRECIATION RIGHTS PLAN
                                     
                               -------------
                                     
                             ROY C. LILJEBECK
           EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                       AIRBORNE FREIGHT CORPORATION
                     3101 WESTERN AVENUE, P.O. BOX 662
                         SEATTLE, WASHINGTON 98111
                              (206) 285-4600
         (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                     
                               -------------
                                     
                      CALCULATION OF REGISTRATION FEE

     ----------------------------------------------------------------
Proposed        Proposed
                                 Maximum         Maximum
Title of                         Offering Price  Aggregate     Amount of
Securities To    Amount To Be    Per Share or    Offering      Registration
Be Registered    Registered (1)  Unit (2)        Price (2)     Fee
- ----------       ----------      ----------      ----------    ----------
Common Stock, 
par value 
$1.00 per share 1,950,000 Shs.   $19 7/16         $37,903,125  $13,070.04

Preferred Stock 
Purchase Rights 
(3)             1,950,000 Rts.      --               --           --
-----------------------------------------------------------------

(1)  Plus (i) an indeterminate number of shares of Common Stock and Preferred 
  Stock Purchase Rights that may become issuable under the Plan as a result of 
  the adjustment provisions therein, and (ii) if any interests in the Plan 
  constitute separate securities required to be registered under the 
  Securities Act of 1993, an indeterminate amount of such interests in the 
  Plan.

(2)  Computed pursuant to Rule 457 based on the average of the high and low
  sales prices reported for the New York Stock Exchange on April 24, 1995.

(3)  Preferred Stock Purchase Rights are initially attached to and trade
  with shares of Common Stock.  Value attributable to such rights, if any,
  is reflected in the market price for shares of Common Stock.

                                  PART II

Item 3. Incorporation of Documents by Reference

       This registration statement incorporates herein by reference the
  following documents which have been filed with the Securities and
  Exchange Commission (the "Commission") by Airborne Freight Corporation
  (the "Registrant") pursuant to the Securities and Exchange Act of 1934,
  as amended (the "Exchange Act"):

     1.    The Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1994.

     2.    All other reports filed pursuant to Section 13(a) or 15(d) of
      the Exchange Act since the end of 1994.

     3.    The description of the Common Stock of the Registrant set forth
      in the Registration Statement on Form 10 filed with the Commission
      pursuant to the Exchange Act and declared effective on June 23,
      1975.

     All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment, which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.

     For purposes of this registration statement, any statement
incorporated by reference herein shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed thereafter, except as so
modified or superseded, to constitute a part of this registration
statement.

Item 4.   Description of Securities

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel

     The opinion of Riddell, Williams, Bullitt & Walkinshaw, 1001 Fourth
Avenue Plaza, Suite 4400, Seattle, Washington 98154, is being filed
herewith as Exhibit 5.  J. Vernon Williams, a member of said firm, is an
Assistant Secretary of the Registrant.  Certain other members of the firm
serve as officers and/or directors of the Registrant's subsidiaries.  As of
April 1, 1995, members of the firm held approximately 12,000 shares of
the Registrant's Common Stock.

Item 6.   Indemnification of Directors and Officers

     Article Twelfth of the Restated Certificate of Incorporation of the
Registrant provides:

          No director of the corporation shall be personally liable to the
     corporation or its stockholders for monetary damages for breach of his
     or her fiduciary duty as a director; provided, however, that this
     Article TWELFTH shall not eliminate or limit the liability of a
     director to the extent provided by applicable law (i) for any breach
     of the director's duty of loyalty to the corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which
     involve intentional misconduct or a knowing violation of law, (iii)
     under Section 174 of the General Corporation Law of the State of
     Delaware (or successor provision), or (iv) for any transaction from
     which the director derived an improper personal benefit.  No amendment
     to or repeal of this Article TWELFTH shall apply to or have any effect
     on the liability or alleged liability of any director of the
     corporation for or with respect to any acts or omissions of such
     director occurring prior to such amendment or repeal.
     
     The Restated Certificate of Incorporation of the Registrant requires
the Registrant to indemnify its officers and directors from all expenses
and liabilities to the full extent permitted by Delaware law, specifically
providing for indemnities to any director, officer or former director or
officer or any person who may have served at the Registrant's request as a
director or officer of another corporation (including any heirs, personal
representatives and estates of any indemnified parties), against all costs
and expenses, including attorneys' fees reasonably incurred by him/her or
imposed on him/her in connection with any action, proceeding or
investigation, whether civil, administrative or criminal (including any
shareholder's action and any other action in which the Registrant is a
party, plaintiff or defendant), in which he/she is or may be a party or is
proceeded against or involved by any reason of any action alleged to have
been taken by him/her or omitted by him/her in such action, proceeding or
investigation, or sums paid in settlement or compromise thereof with the
approval of the Board of Directors.  The indemnification provisions do not
apply unless the indemnified party acted in a manner reasonably believed by
him/her to be in or not opposed to the best interests of the corporation,
and do not apply if such person is found (1) to be guilty of willful
misconduct, bad faith or gross negligence in the performance of his/her
duties to the corporation, in a derivative action or one brought by the
corporation, or (2) to be guilty of willful misconduct or bad faith, if
such action or proceeding is brought by a third party.

     Expenses incurred in defending such action, proceeding or
investigation may be paid by the Registrant in advance of the final
disposition upon receipt of an undertaking by the indemnified party to
repay such amount if it shall ultimately be determined that he/she is not
entitled to be indemnified by the Registrant.

     In addition to the indemnification provision described above, the
Registrant maintains a directors and officers liability policy which
insures its officers and directors against certain liabilities.

Item 7.   Exemption from Registration Claimed

     Not Applicable.

Item 8.   Exhibits

     The following documents are filed as part of this registration
statement or incorporated by reference herein:
Exhibit   Description
- -------   -----------
4(a)      Rights Agreement, dated as of November 20, 1986, between the Company
          and First Jersey National Bank (predecessor to First Interstate Bank, 
          Ltd. "FIB") as Rights Agent (incorporated herein by reference from 
          Exhibit 1 to the Company's Registration Statement on Form 8-A, dated 
          November 28, 1986).

4(b)      Certificate of Designation of Series A Participating Cumulative
          Preferred Stock Setting Forth the Powers, Preferences, Rights
          Qualifications, Limitations and Restrictions of Such Series of 
          Preferred Stock of the Company(incorporated by reference from 
          Exhibit 2 to the Company's Registration Statement on Form 8-A, 
          dated November 28, 1986).

4(c)      Form of Right Certificate relating to the Rights Agreement (see
          Exhibit 4(a) above, incorporated by reference from Exhibit 3 to 
          the Company's Registration Statement on Form 8-A, dated 
          November 28, 1986).

4(d)      Letter dated January 5, 1990, from the Company to FIB, appointing 
          FIB as successor Rights Agent under the Rights Agreement dated as 
          of November 20, 1986, between the Company and the First Jersey 
          National Bank (incorporated by reference from Exhibit 4(c) to the 
          Company's Form 10-K for the year ended December 31, 1989).

4(e)      Amendment to Rights Agreement entered into as of January 24, 1990,
          between the Company and FIB (incorporated herein by reference from 
          Exhibit 4(d) to the Company's Form 10-K for the year ended 
          December 31, 1989).

4(f)      Third Amendment to Rights Agreement entered into as of November 6,
          1991 between the Company and FIB (incorporated herein by reference 
          from Exhibit 4(a) to the Company's Form 10-K for the year ended 
          December 31, 1991).

4(g)      Certificate of Designation of Preferences of Preferred Shares of
          Airborne Freight Corporation filed with the Office of the Secretary of
          State of Delaware on January 26, 1990 (incorporated by reference 
          from Exhibit 4(a) to the Company's Form 10-K for the year ended 
          December 31, 1989).

5         Opinion of Riddell, Williams, Bullitt & Walkinshaw.

23(a)     Consent of Deloitte & Touche LLP.

23(b)     Consent of Riddell, Williams, Bullitt & Walkinshaw (included in its
          opinion filed as Exhibit 5 to this registration statement).

99(a)     1994 Airborne Key Employee Stock Option and Stock Appreciation 
          Rights Plan, (incorporated herein by reference from Exhibit 10(d) 
          to the Company's Form 10-K for the year ended December 31, 1993).
Item 9.   Undertakings

     The undersigned Registrant hereby undertakes:
     
          1.   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:
     
          (i)    To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1993 (the "Securities Act");
     
          (ii)   To reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration statement; and
     
          (iii)  To include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement.
     
          Provided, however, that paragraphs (i) and (ii) do not apply if
     the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in this registration statement.
     
          2.   That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
     
          3.   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.
     
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted against the Registrant by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

                                SIGNATURES
                                     

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Seattle, State of Washington, on
April 28, 1995.

                                   AIRBORNE FREIGHT CORPORATION

                                   By: /s/Robert S. Cline
                                       ------------------
                                       Robert S. Cline
                                       Chief Executive Officer

                             POWER OF ATTORNEY
                                     
                                     
                                     
     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints ROBERT S. CLINE and ROY C.
LILJEBECK, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
     registration statement has been signed below by the following persons 
     on behalf of the Registrant in the capacities and on the date indicated.
DATE             Title                           Signature
- ----             ------                          ---------
April 28, 1995   Chairman of the Board &         /s/Robert S. Cline
                 Chief Executive Officer         -------------------
                 (Principal Executive Officer)   Robert S. Cline
                   
 
April 28, 1995   President,                      /s/Robert G. Brazier
                 Chief Operating Officer         ---------------------
                 & Director                      Robert G. Brazier

April 28, 1995   Executive Vice President        /s/Roy C. Liljebeck
                 & Chief Financial Officer       -------------------
                 (Principal Financial Officer)   Roy C. Liljebeck

April 28, 1995   Senior Vice President,          /s/Lanny H. Michael
                 Treasurer & Controller          --------------------
                 (Principal Accounting Officer)  Lanny H. Michael

April 28, 1995   Director                        /s/Harold M. Messmer Jr.
                                                 -----------------------
                                                 Harold M. Messmer Jr.

April 28, 1995   Director                        /s/Richard M. Rosenberg
                                                 -----------------------
                                                 Richard M. Rosenberg

April 28, 1995   Director                        /s/Andrew V. Smith
                                                 -------------------
                                                 Andrew V. Smith
INDEX TO EXHIBITS
                                     
     The following documents are filed as a part of this registration
statement or incorporated by reference herein:
Exhibit  Description
- -------  -----------
4(a)     Rights Agreement, dated as of November 20, 1986, between the Company
         and First Jersey National Bank (predecessor to First Interstate Bank, 
         Ltd. "FIB") as Rights Agent (incorporated herein by reference from 
         Exhibit 1 to the Company's Registration Statement on Form 8-A, dated 
         November 28, 1986).

4(b)     Certificate of Designation of Series A Participating Cumulative
         Preferred Stock Setting Forth the Powers, Preferences, Rights
         Qualifications, Limitations and Restrictions of Such Series of 
         Preferred Stock of the Company(incorporated by reference from 
         Exhibit 2 to the Company's Registration Statement on Form 8-A, 
         dated November 28, 1986).

4(c)     Form of Right Certificate relating to the Rights Agreement (see
         Exhibit 4(a) above, incorporated by reference from Exhibit 3 to 
         the Company's Registration Statement on Form 8-A, dated 
         November 28, 1986).

4(d)     Letter dated January 5, 1990, from the Company to FIB, appointing 
         FIB as successor Rights Agent under the Rights Agreement dated as 
         of November 20, 1986, between the Company and the First Jersey 
         National Bank (incorporated by reference from Exhibit 4(c) to the 
         Company's Form 10-K for the year ended December 31, 1989).

4(e)     Amendment to Rights Agreement entered into as of January 24, 1990,
         between the Company and FIB (incorporated herein by reference from 
         Exhibit 4(d) to the Company's Form 10-K for the year ended 
         December 31, 1989).

4(f)     Third Amendment to Rights Agreement entered into as of November 6,
         1991 between the Company and FIB (incorporated herein by reference 
         from Exhibit 4(a) to the Company's Form 10-K for the year ended 
         December 31, 1991).

4(g)     Certificate of Designation of Preferences of Preferred Shares of
         Airborne freight Corporation filed with the Office of the Secretary 
         of State of Delaware on January 26, 1990 (incorporated by reference 
         from Exhibit 4(a) to the Company's Form 10-K for the year ended 
         December 31, 1989).

5        Opinion of Riddell, Williams, Bullitt & Walkinshaw.

23(a)    Consent of Deloitte & Touche LLP.

23(b)    Consent of Riddell, Williams, Bullitt & Walkinshaw (included in its
         opinion filed as Exhibit 5 to this registration statement).

99(a)    1994 Airborne Key Employee Stock Option and Stock Appreciation 
         Rights Plan, (incorporated herein by reference from Exhibit 10(d) 
         to the Company's Form 10-K for the year ended December 31, 1993).