SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
               AND POST-EFFECTIVE AMENDMENT NO. 1
             TO REGISTRATION STATEMENT NO. 33-58905
                                
                  AIRBORNE FREIGHT CORPORATION
     (Exact name of registrant as specified in its charter)
                                
<TABLE>
              <S>                              <C>
           Delaware                         91-0837469
(State or Other Jurisdiction of      (I.R.S. 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)
              ------------------------------------
                  Airborne Freight Corporation
               1998 Key Employee Stock Option Plan
              ------------------------------------
                        Roy C. Liljebeck
      Executive Vice President and Chief Financial Officer
                       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           
                                          Maximum           
Title of Securities                      Aggregate      Amount of
 to Be Registered      Amount to be      Offering     Registration
                      Registered (1)     Price (2)       Fee (3)
 ----------------     --------------    ----------    ------------
<S>                  <C>               <C>            <C>
Common Stock         6,000,000 shares  $227,250,000   $67,038.75
Preferred Stock                              -              -
Purchase Rights(4)   6,000,000 rights
</TABLE>

(1)  Plus (i) an indeterminate number of shares of Common Stock
     and Preferred Stock Purchase Rights that may become issuable
     under the 1998 Key Employee Stock Option Plan (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 1933, then, pursuant to Rule 416(c), an indeterminate
     amount of such interests to be offered or sold pursuant to
     the Plan.

(2)  Estimated solely for purposes of determining the
     registration fee pursuant to Rules 457(c) and 457(h) based
     on an offering price of $37.875 per share (the average of
     the high and low sales prices reported by the New York Stock
     Exchange on May 22, 1998) for the shares issuable upon
     exercise of options granted or to be granted under the Plan.

(3)  In addition to the 6,000,000 shares of Common Stock and
     related Preferred Stock Purchase Rights registered hereby,
     the Plan provides for the issuance of shares of Common Stock
     and related Preferred Stock Purchase Rights subject to
     options outstanding on January 1, 1998 under the 1994
     Airborne Key Employee Stock Option and Stock Appreciation
     Rights Plan (the "1994 Plan") to the extent the options
     terminate without being exercised in full. An aggregate of
     1,234,602 shares of Common Stock and related Preferred Stock
     Purchase Rights (the "Potential Carryover Securities") were
     subject to such outstanding options on January 1, 1998. The
     Potential Carryover Securities were previously registered
     pursuant to Registration Statement on Form S-8 No. 33-58905,
     for which a registration fee of $4137.51 was paid.

(4)  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.

Pursuant to Rule 429, the Prospectus relating to this
Registration Statement also relates to any of the Potential
Carryover Securities that may become issuable pursuant to the
Plan (the "Actual Carryover Securities"). This Registration
Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 No. 33-58905 pursuant to which
the Actual Carryover Securities may be offered and sold pursuant
to the Plan and the Prospectus relating to this Registration
Statement.
                             PART II
           INFORMATION NOT REQUIRED IN THE PROSPECTUS
                                
Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

The following documents are incorporated in this Registration
Statement by reference:

1.   The Registrant's Annual Report on Form 10-K for its
     fiscal year ended December 31, 1997, filed by the
     Registrant with the Securities and Exchange Commission
     pursuant to the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") (File No. 001-6512);

2.   All other reports filed by the Registrant with the
     Securities and Exchange Commission since December 31,
     1997 and prior to the date of this Prospectus pursuant
     to Section 13(a) or 15(d) of the Exchange Act;

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

4.   The description of the Preferred Stock Purchase Rights
     set forth in the Registration Statement on Form 8-A
     filed by the Registrant with the Securities and
     Exchange Commission pursuant to the Exchange Act on
     February 12, 1997, as amended.
          
All documents filed by the Registrant with the Securities and
Exchange Commission after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, before the filing of a post-effective amendment that
indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all
securities then remaining unsold, shall also be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the respective dates of filing of such
documents.

Any statement incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document that 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, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4.  Description of Securities
----------------------------------

Not required.

Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

The opinion of Graham & James LLP/Riddell, Williams, P.S., 1001
Fourth Avenue Plaza, Suite 4500, Seattle, Washington 98154, is
being filed herewith as Exhibit 5. A member of the firm serves as
an officer and/or director of certain of the Registrant's
subsidiaries. As of May 15, 1998, members of the firm held
approximately 15,730 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                             
   Number                       Description
  -------                       -----------
    <S>                             <C>
    4.1     Rights Agreement, dated as of February 14, 1997,
            between the Registrant and The Bank of New York as
            Rights Agent (incorporated herein by reference from
            Exhibit 1 to the Registrant's Registration Statement
            on Form 8-A filed on February 12, 1997)
    4.2     Certificate of Designation of the Voting Powers,
            Designations, Preferences and Relative
            Participating, Optional and Other Special Rights and
            Qualifications, Limitations or Restrictions of
            Series A Participating Cumulative Preferred Stock
            (incorporated herein by reference from Exhibit 2 to
            the Registrant's Registration Statement on Form 8-A
            filed on February 12, 1997)
    4.3     Form of Right Certificate relating to the Rights
            Agreement (incorporated herein by reference from
            Exhibit 3 to the Registrant's Registration Statement
            on Form 8-A filed on February 12, 1997).
    4.4     Certificate of Adjustment (incorporated herein by
            reference from Exhibit 4 to Amendment No. 1 to the
            Registrant's Registration Statement on Form 8-A
            filed on June 1, 1998).
     5      Opinion of Graham & James LLP/Riddell Williams, P.S.
    23.1    Consent of Graham & James LLP/Riddell Williams, P.S.
            (included in Exhibit 5)
    23.2    Consent of Deloitte & Touche LLP
     24     Powers of Attorney (included on signature page)
</TABLE>

Item 9.  Undertakings
---------------------

(a)  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 1933;  (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)
          that, 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
          (a)(1)(i) and (a)(1)(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 15(d) of the
          Exchange Act that are incorporated by reference in
          the Registration Statement.
     
     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          Registration Statement relating to the securities
          offered therein, and the offering of the
          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 that remain unsold at the termination
          of the offering.
     
(b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities
     Act of 1933, each filing of the Registrant's annual report
     pursuant to Section 13(a) or 15(d) of the Exchange Act that
     is incorporated by reference in the 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.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the Registrant pursuant
     to the foregoing provisions, or otherwise, the Registrant
     has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act of 1933 and is,
     therefore, unenforceable. If 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 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 of whether
     such indemnification by it is against public policy as
     expressed in the Securities Act of 1933 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 it
meets all 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 June 1, 1998.

                              AIRBORNE FREIGHT CORPORATION



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


                        POWER OF ATTORNEY
                        -----------------
                                
Each person whose signature appears below hereby constitutes and
appoints Robert S. Cline and Roy C. Liljebeck, and each of them
severally, such person's true and lawful attorneys-in-fact and
agents, with full power to act without the other and with full
power of substitution and resubstitution, to execute in the name
and on behalf of such person, individually and in each capacity
stated below, any and all amendments and post-effective
amendments to this Registration Statement, any and all
supplements hereto, and any and all other instruments necessary
or incidental in connection herewith, and to file the same with
the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated below.

<TABLE>
<CAPTION>
        Signature                   Title               Date
        ---------                   -----               ----
<S>                        <C>                             
/S/Robert S. Cline         Chairman of the Board    June 1, 1998
------------------         and Chief Executive
Robert S. Cline            Officer (Principal
                           Executive Officer)

/S/Robert G. Brazier       Chief Operating Officer  June 1, 1998
--------------------       and Director
Robert G. Brazier

/S/Roy C. Liljebeck        Executive Vice           June 1, 1998
-------------------        President and Chief
Roy C. Liljebeck           Financial Officer
                           (Principal Financial
                           Officer)

/S/Lanny H. Michael        Senior Vice President,   June 1, 1998
-------------------        Treasurer and
Lanny H. Michael           Controller (Principal
                           Accounting Officer)

/S/Richard M. Rosenberg    Director                 June 1, 1998
-----------------------
Richard M. Rosenberg

/S/William Swindells       Director                 June 1, 1998
--------------------
William Swindells

/S/Mary Agnes Wilderotter  Director                 June 1, 1998
-------------------------
Mary Agnes Wilderotter

</TABLE>
                          EXHIBIT INDEX
                          -------------

<TABLE>
<CAPTION>
   Exhibit  
   Number                       Description
   -------                      -----------
     <S>    <C>
      5     Opinion of Graham & James LLP/Riddell Williams, P.S.
    23.2    Consent of Deloitte & Touche LLP
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
               AND POST-EFFECTIVE AMENDMENT NO. 1
             TO REGISTRATION STATEMENT NO. 33-58905
                                
                  AIRBORNE FREIGHT CORPORATION
     (Exact name of registrant as specified in its charter)
Delaware                         91-0837469
(State or Other Jurisdiction of      (I.R.S. 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)
              ------------------------------------
                  Airborne Freight Corporation
               1998 Key Employee Stock Option Plan
              ------------------------------------
                        Roy C. Liljebeck
      Executive Vice President and Chief Financial Officer
                       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           
                                          Maximum           
Title of Securities                      Aggregate      Amount of
 to Be Registered      Amount to be      Offering     Registration
                      Registered (1)     Price (2)       Fee (3)
 ----------------     --------------    ----------    ------------
Common Stock         6,000,000 shares  $227,250,000   $67,038.75
Preferred Stock                              -              -
Purchase Rights(4)   6,000,000 rights
(1)  Plus (i) an indeterminate number of shares of Common Stock
     and Preferred Stock Purchase Rights that may become issuable
     under the 1998 Key Employee Stock Option Plan (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 1933, then, pursuant to Rule 416(c), an indeterminate
     amount of such interests to be offered or sold pursuant to
     the Plan.

(2)  Estimated solely for purposes of determining the
     registration fee pursuant to Rules 457(c) and 457(h) based
     on an offering price of $37.875 per share (the average of
     the high and low sales prices reported by the New York Stock
     Exchange on May 22, 1998) for the shares issuable upon
     exercise of options granted or to be granted under the Plan.

(3)  In addition to the 6,000,000 shares of Common Stock and
     related Preferred Stock Purchase Rights registered hereby,
     the Plan provides for the issuance of shares of Common Stock
     and related Preferred Stock Purchase Rights subject to
     options outstanding on January 1, 1998 under the 1994
     Airborne Key Employee Stock Option and Stock Appreciation
     Rights Plan (the "1994 Plan") to the extent the options
     terminate without being exercised in full. An aggregate of
     1,234,602 shares of Common Stock and related Preferred Stock
     Purchase Rights (the "Potential Carryover Securities") were
     subject to such outstanding options on January 1, 1998. The
     Potential Carryover Securities were previously registered
     pursuant to Registration Statement on Form S-8 No. 33-58905,
     for which a registration fee of $4137.51 was paid.

(4)  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.

Pursuant to Rule 429, the Prospectus relating to this
Registration Statement also relates to any of the Potential
Carryover Securities that may become issuable pursuant to the
Plan (the "Actual Carryover Securities"). This Registration
Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 No. 33-58905 pursuant to which
the Actual Carryover Securities may be offered and sold pursuant
to the Plan and the Prospectus relating to this Registration
Statement.
                             PART II
           INFORMATION NOT REQUIRED IN THE PROSPECTUS
                                
Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

The following documents are incorporated in this Registration
Statement by reference:

1.   The Registrant's Annual Report on Form 10-K for its
     fiscal year ended December 31, 1997, filed by the
     Registrant with the Securities and Exchange Commission
     pursuant to the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") (File No. 001-6512);

2.   All other reports filed by the Registrant with the
     Securities and Exchange Commission since December 31,
     1997 and prior to the date of this Prospectus pursuant
     to Section 13(a) or 15(d) of the Exchange Act;

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

4.   The description of the Preferred Stock Purchase Rights
     set forth in the Registration Statement on Form 8-A
     filed by the Registrant with the Securities and
     Exchange Commission pursuant to the Exchange Act on
     February 12, 1997, as amended.
          
All documents filed by the Registrant with the Securities and
Exchange Commission after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, before the filing of a post-effective amendment that
indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all
securities then remaining unsold, shall also be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the respective dates of filing of such
documents.

Any statement incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document that 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, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4.  Description of Securities
----------------------------------

Not required.

Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

The opinion of Graham & James LLP/Riddell, Williams, P.S., 1001
Fourth Avenue Plaza, Suite 4500, Seattle, Washington 98154, is
being filed herewith as Exhibit 5. A member of the firm serves as
an officer and/or director of certain of the Registrant's
subsidiaries. As of May 15, 1998, members of the firm held
approximately 15,730 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                             
   Number                       Description
  -------                       -----------
4.1     Rights Agreement, dated as of February 14, 1997,
            between the Registrant and The Bank of New York as
            Rights Agent (incorporated herein by reference from
            Exhibit 1 to the Registrant's Registration Statement
            on Form 8-A filed on February 12, 1997)
    4.2     Certificate of Designation of the Voting Powers,
            Designations, Preferences and Relative
            Participating, Optional and Other Special Rights and
            Qualifications, Limitations or Restrictions of
            Series A Participating Cumulative Preferred Stock
            (incorporated herein by reference from Exhibit 2 to
            the Registrant's Registration Statement on Form 8-A
            filed on February 12, 1997)
    4.3     Form of Right Certificate relating to the Rights
            Agreement (incorporated herein by reference from
            Exhibit 3 to the Registrant's Registration Statement
            on Form 8-A filed on February 12, 1997).
    4.4     Certificate of Adjustment (incorporated herein by
            reference from Exhibit 4 to Amendment No. 1 to the
            Registrant's Registration Statement on Form 8-A
            filed on June 1, 1998).
     5      Opinion of Graham & James LLP/Riddell Williams, P.S.
    23.1    Consent of Graham & James LLP/Riddell Williams, P.S.
            (included in Exhibit 5)
    23.2    Consent of Deloitte & Touche LLP
     24     Powers of Attorney (included on signature page)
Item 9.  Undertakings
---------------------

(a)  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 1933;  (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)
          that, 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
          (a)(1)(i) and (a)(1)(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 15(d) of the
          Exchange Act that are incorporated by reference in
          the Registration Statement.
     
     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          Registration Statement relating to the securities
          offered therein, and the offering of the
          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 that remain unsold at the termination
          of the offering.
     
(b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities
     Act of 1933, each filing of the Registrant's annual report
     pursuant to Section 13(a) or 15(d) of the Exchange Act that
     is incorporated by reference in the 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.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the Registrant pursuant
     to the foregoing provisions, or otherwise, the Registrant
     has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act of 1933 and is,
     therefore, unenforceable. If 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 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 of whether
     such indemnification by it is against public policy as
     expressed in the Securities Act of 1933 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 it
meets all 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 June 1, 1998.

                              AIRBORNE FREIGHT CORPORATION

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

                        POWER OF ATTORNEY
                        -----------------
                                
Each person whose signature appears below hereby constitutes and
appoints Robert S. Cline and Roy C. Liljebeck, and each of them
severally, such person's true and lawful attorneys-in-fact and
agents, with full power to act without the other and with full
power of substitution and resubstitution, to execute in the name
and on behalf of such person, individually and in each capacity
stated below, any and all amendments and post-effective
amendments to this Registration Statement, any and all
supplements hereto, and any and all other instruments necessary
or incidental in connection herewith, and to file the same with
the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated below.
Signature                   Title               Date
        ---------                   -----               ----
/S/Robert S. Cline         Chairman of the Board    June 1, 1998
------------------         and Chief Executive
Robert S. Cline            Officer (Principal
                           Executive Officer)

/S/Robert G. Brazier       Chief Operating Officer  June 1, 1998
--------------------       and Director
Robert G. Brazier

/S/Roy C. Liljebeck        Executive Vice           June 1, 1998
-------------------        President and Chief
Roy C. Liljebeck           Financial Officer
                           (Principal Financial
                           Officer)

/S/Lanny H. Michael        Senior Vice President,   June 1, 1998
-------------------        Treasurer and
Lanny H. Michael           Controller (Principal
                           Accounting Officer)

/S/Richard M. Rosenberg    Director                 June 1, 1998
-----------------------
Richard M. Rosenberg

/S/William Swindells       Director                 June 1, 1998
--------------------
William Swindells

/S/Mary Agnes Wilderotter  Director                 June 1, 1998
-------------------------
Mary Agnes Wilderotter
EXHIBIT INDEX
                          -------------
Exhibit  
   Number                       Description
   -------                      -----------
5     Opinion of Graham & James LLP/Riddell Williams, P.S.
    23.2    Consent of Deloitte & Touche LLP