SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                 FORM 10-Q
                                     
              QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                                     
                     For Quarter Ended March 31, 1997
                                     
                       Commission File Number 1-6512
                                     
                       AIRBORNE FREIGHT CORPORATION
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)
                                     
                                 Delaware
                 ----------------------------------------
                 (State of incorporation or organization)
                                     
                                91-0837469
                     ---------------------------------
                     (IRS Employer Identification No.)

                            3101 Western Avenue
                               P.O. Box 662
                      Seattle, Washington 98111-0662
                      ------------------------------
                  (Address of Principal Executive Office)

Registrant's telephone number, including area code:    (206) 285-4600
                                                       --------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                         Yes: XXX       No:
                              ---           ---

Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the close of the period covered by this report.

     Common Stock, par value $1 per share
     Outstanding (net of 275,150 treasury shares)
        as of March 31, 1997                          21,365,356 shares
                                                      -----------------


<TABLE>
               AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF NET EARNINGS
               (Dollars in thousands except per share data)
                                (Unaudited)
<CAPTION>
                                                  Three Months Ended
                                                       March 31
                                                  ------------------
                                                 1997           1996
                                                 ----           ----
<S>                                          <C>            <C>
REVENUES:                                                   
   Domestic                                     $562,111       $506,121
   International                                  93,411         91,788
                                                --------       --------
                                                 655,522        597,909
                                                            
OPERATING EXPENSES:                                         
   Transportation purchased                      208,890        202,532
   Station and ground operations                 200,250        192,317
   Flight operations and maintenance             103,783         94,769
   General and administrative                     51,829         43,262
   Sales and marketing                            16,178         15,448
   Depreciation and amortization                  42,271         38,861
                                                --------       --------
                                                 623,201        587,189
                                                --------       --------
      EARNINGS FROM OPERATIONS                    32,321         10,720
                                                            
INTEREST, NET                                      8,447          8,341
                                                --------       --------
      EARNINGS BEFORE INCOME TAXES                23,874          2,379
                                                            
INCOME TAXES                                       9,500          1,065
                                                --------       --------
      NET EARNINGS                                14,374          1,314
                                                            
PREFERRED STOCK DIVIDENDS                             --             68
                                                --------       --------
NET EARNINGS AVAILABLE                          $ 14,374       $  1,246
    TO COMMON SHAREHOLDERS                      ========       ========
                                                            
NET EARNINGS PER COMMON SHARE:                              
    PRIMARY                                     $    .67       $    .06
                                                ========       ========
    FULLY DILUTED                               $    .62       $    .06
                                                ========       ========
DIVIDENDS PER COMMON SHARE                      $   .075       $   .075
                                                ========       ========
</TABLE>
              See notes to consolidated financial statements.



<TABLE>
               AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
<CAPTION>
                                               March 31      December 31
                                             ------------    -----------
                                                 1997           1996
                                                 ----           ----
                                              (Unaudited)   
<S>                                          <C>            <C>
                  ASSETS                                    
                  ------                                    
CURRENT ASSETS:                                             
  Cash                                        $   10,678     $   35,816
  Trade accounts receivable,                     303,529        287,515
      less allowance of $8,530 and $8,345                   
  Spare parts and fuel inventory                  36,617         34,761
  Deferred income tax assets                      15,468         15,012
  Prepaid expenses                                23,885         42,118
                                              ----------     ----------
     TOTAL CURRENT ASSETS                        390,177        415,222
                                                            
PROPERTY AND EQUIPMENT, NET                      863,888        866,627
                                                            
EQUIPMENT DEPOSITS and OTHER ASSETS               27,941         25,573
                                              ----------     ----------
TOTAL ASSETS                                  $1,282,006     $1,307,422
                                              ==========     ==========
                                                            
   LIABILITIES AND SHAREHOLDERS' EQUITY                     
   ------------------------------------                     
CURRENT LIABILITIES:                                        
  Accounts payable                            $  133,563     $  139,036
  Salaries, wages and related taxes               58,918         63,835
  Accrued expenses                                76,115         68,759
  Income taxes payable                             6,444          1,782
  Current portion of debt                            358            353
                                              ----------     ----------
     TOTAL CURRENT LIABILITIES                   275,398        273,765
                                                            
LONG-TERM DEBT                                   366,378        409,440
                                                            
SUBORDINATED DEBT                                115,000        115,000
                                                            
DEFERRED INCOME TAX LIABILITIES                   43,850         40,816
                                                            
OTHER LIABILITIES                                 35,273         36,571
                                                            
SHAREHOLDERS' EQUITY:                                       
  Preferred Stock, without par value -                      
    Authorized 5,200,000 shares,                            
        no shares issued                                    
  Common stock, par value $1 per share -                    
    Authorized 60,000,000 shares                            
    Issued 21,640,506 and 21,621,596 shares       21,641         21,622
  Additional paid-in capital                     191,763        190,405
  Retained earnings                              233,551        220,774
                                              ----------     ----------
                                                 446,955        432,801
  Treasury stock, 275,150 and 315,150               (848)          (971)
    shares, at cost                           ----------     ----------
                                                 446,107        431,830
                                              ----------     ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $1,282,006     $1,307,422
                                              ==========     ==========
</TABLE>
              See notes to consolidated financial statements.



<TABLE>
               AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in thousands)
                                (Unaudited)
<CAPTION>
                                                      Three Months Ended
                                                           March 31
                                                      ------------------
                                                      1997         1996
                                                      ----         ----
<S>                                                <C>          <C>
OPERATING ACTIVITIES:                                           
  Net Earnings                                       $ 14,374     $  1,314
  Adjustments to reconcile                                      
   net earnings to net cash provided by                         
   provided by operating activities:                            
    Depreciation and amortization                      39,284       35,867
    Provision for aircraft engine overhauls             2,987        2,994
    Deferred income taxes                               2,578         (893)
    Other                                              (1,252)      (1,048)
                                                     --------     --------
  CASH PROVIDED BY OPERATIONS                          57,971       38,234
                                                                
    Change in:                                                  
      Receivables                                     (16,014)        (715)
      Inventories and prepaid expenses                 16,377        2,183
      Accounts payable                                 (5,473)     (10,049)
      Accrued expenses, salaries                        8,201          909
         and taxes payable                           --------     --------
  NET CASH PROVIDED BY OPERATING ACTIVITIES            61,062       30,562
                                                                
INVESTING ACTIVITIES:                                           
  Additions to property and equipment                 (39,668)     (34,681)
  Dispositions of property and equipment                   47         --
  Expenditures for engine overhauls                    (2,585)      (3,861)
  Other                                                   260         (613)
                                                     --------     --------
  NET CASH USED IN INVESTING ACTIVITIES               (41,946)     (39,155)
                                                                
FINANCING ACTIVITIES:                                           
  Proceeds (payments) on bank notes, net              (43,000)       8,200
  Principal payments on debt                              (57)      (4,164)
  Proceeds from common stock issuance                     400          467
  Dividends paid                                       (1,597)      (1,653)
                                                     --------     --------
  NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES    (44,254)       2,850
                                                     --------     --------
                                                                
NET DECREASE IN CASH                                  (25,138)      (5,743)
                                                                
CASH AT JANUARY 1                                      35,816       17,906
                                                     --------     --------
CASH AT MARCH 31                                     $ 10,678     $ 12,163
                                                     ========     ========
</TABLE>
              See notes to consolidated financial statements.



               AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 1997(Unaudited)

NOTE A--SUMMARY OF FINANCIAL STATEMENT PREPARATION:

The consolidated financial statements included herein are unaudited but
include all adjustments which are, in the opinion of management, necessary
for a fair presentation of the financial position and results of operations
and cash flows for the interim periods reported.

Certain amounts for prior periods have been reclassified to conform to the
1997 presentation.

NOTE B--LONG-TERM DEBT:

<TABLE>
Long-term debt consists of the following:

<CAPTION>
                                              March 31     December 31
                                                1997           1996
                                                ----           ----
                                                  (In thousands)
<S>                                        <C>            <C>
Senior debt:                                              
  Revolving bank credit                      $130,000       $145,000
  Notes payable                                15,500         43,500
  Senior notes                                200,000        200,000
  Revenue bonds                                13,200         13,200
  Other debt                                    8,036          8,093
                                             --------       --------
                                              366,736        409,793
                                                          
Subordinated debt:                                        
  Convertible subordinated debentures         115,000        115,000
                                             --------       --------
                                              115,000        115,000
                                             --------       --------
Total long-term debt                          481,736        524,793
Less current portion                              358            353
                                             --------       --------
                                             $481,378       $524,440
                                             ========       ========
                                                          
</TABLE>

NOTE C--EARNINGS PER COMMON SHARE:

Primary earnings per common share are based upon the weighted average
number of common shares outstanding during the interim period plus dilutive
common equivalent shares applicable to the assumed exercise of outstanding
stock options.

Fully diluted earnings per share for the three months ended March 31, 1997,
assumes conversion of the Company's convertible subordinated debentures as
well as the dilutive common equivalent shares applicable to the assumed
exercise of stock options.  Net earnings as adjusted for the elimination of
interest expense, net of applicable taxes was $15,438,418.  Fully diluted
earnings per common share are the same as net earnings per common share for
the three month period ended March 31, 1996.

Average shares outstanding used in earnings per share computations were as
follows:

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                   ------------------
                                                        March 31
                                                        -------
                                                    1997       1996
                                                    ----       ----
<S>                                               <C>        <C>
AVERAGE SHARES OUTSTANDING:                                           
  Primary                                          21,527       21,328
  Fully Diluted                                    24,869       21,328

</TABLE>

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard (SFAS) No. 128, "Earnings per Share",
which will be effective for the Company's fourth quarter interim and fiscal
1997 earnings per share disclosures.  SFAS No. 128 changes the calculation
and disclosures of earnings per share as previously prescribed by APB
Opinion No. 15.  The adoption of this standard will not materially change
earnings per share amounts disclosed in the Company's consolidated
financial statements.



                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS:

The Company's operating performance in the first quarter of 1997 resulted
in operating income and net earnings significantly higher than the first
quarter of 1996, and stronger than they have been for some time.  Steady
growth in domestic shipments, and a growth rate in domestic revenue that
exceeded the growth rate in shipments was a positive factor impacting
operating results.  In addition, the operating margins on international
business continued to improve at a much faster rate than revenue.

Net earnings for the first quarter of 1997 were $14.4 million, or $0.67 per
share, $0.62 per share on a fully diluted basis, compared to net earnings
of $1.2 million, or $0.06 per share for the comparable period of 1996.
First quarter 1996 results were negatively impacted by costs related to
severe weather that occurred in that period.

<TABLE>

The following table sets forth selected shipment and revenue data for the
periods indicated:

<CAPTION>
                                        Three Months Ended March 31
                                        ---------------------------
                                            1997           1996
                                            ----           ----
<S>                                     <C>            <C>
Shipments (in thousands):                              
   Domestic                                            
     Overnight                             39,639         35,674
     Next Afternoon Service                12,164          2,160
     Second Day Service                    15,809         24,537
     100 Lbs. And over                         74             73
                                           ------         ------
     Total Domestic                        67,686         62,444
                                           ------         ------
   International                                       
     Express                                1,181          1,058
     All Other                                116            146
                                           ------         ------
   Total International                      1,297          1,204
                                           ------         ------
   Total Shipments                         68,983         63,648
                                           ======         ======
Average Pounds per Shipment:                           
   Domestic                                   4.3            4.5
   International                             50.0           58.4
                                                       
Average Revenue per Pound:
   Domestic                                $ 1.92         $ 1.80
   International                           $ 1.41         $ 1.29
                                                       
Average Revenue per Shipment:
   Domestic                                $ 8.29         $ 8.08
   International                           $72.02         $76.24
                                                       
</TABLE>

Total shipments increased 8.4% in the first quarter of 1997 compared to
17.1% in the first quarter of 1996.  Total revenues increased 9.6% in the
first quarter of 1997 compared to 12.8% in the first quarter of 1996.

Domestic shipments increased 8.4% in the first quarter of 1997 compared to
17.2% for the same period of 1996.  The growth of higher yielding domestic
Overnight shipments was 11.1% in the first quarter of 1997 compared to
12.8% in the first quarter of 1996.  For the first quarter of 1997,
Overnight service accounted for over 58.6% of total domestic shipments,
compared to 57.1% for the first quarter of 1996.  The Company's deferred
service products increased 4.8% on a combined basis in the first quarter of
1997 compared to 23.7% in the first quarter of 1996.  Beginning in 1995 and
continuing into 1996, the Company redefined its deferred service product
through the creation of two distinct levels of service, Next Afternoon
Service (NAS) and Second Day Service (SDS), replacing the Select Delivery
Service category.  This redefinition was not completed until late 1996,
which makes comparison of first quarter 1997 to 1996 for NAS and SDS
categories on a separate basis not meaningful.

Domestic revenues increased 11.1% in the first quarter of 1997, compared to
14.5% in the first quarter of 1996.  Domestic revenue growth continued to
be positively impacted by a comparatively strong growth in higher yielding
overnight shipments and the Company's continuing focus on yield
enhancement.  The average revenue per domestic shipment increased to $8.29
in the first quarter of 1997 compared to $8.08 in the comparable period of
1996.  Steady growth in domestic shipments and a growth rate in domestic
revenue that exceeded the growth rate in shipments had a significant
positive impact on domestic operating margins in the first quarter of 1997.
Also, first quarter 1997 revenues included approximately $4.9 million of
fuel surcharge revenue, which was implemented on February 17, 1997 for most
domestic business.

The Company is encouraged by the positive domestic yield environment as the
Company and competitors are focused on improving operating margins.  If
sustained, this environment should have a positive effect through the
balance of the year.  The Company also expects to continue its focus on
improving international margins.

The first quarter of 1997 had one less operating day than the first quarter
of 1996.  On a per-day basis, first quarter 1997 domestic revenues and
shipments increased 13% and 10% respectively.
     
International shipments increased 7.7% in the first quarter of 1997
compared to 12.9% in the comparable quarter of 1996.  International
revenues increased 1.8% in the first quarter of 1997 compared to 4.6% in
the first quarter of 1996.  International revenue per shipment and the
average weight per shipment decreased significantly as a result of the
decrease in higher yielding freight shipments in the first quarter of 1997
compared to 1996.  While growth in overall international shipments was
modest, the operating margins on international business continued to
improve at a much faster rate than revenue growth.

Operating expenses as a percentage of revenues were 95.1% for the first
quarter of 1997 compared to 98.2% in the first quarter of 1996 and 96.8%
for all of 1996.  Operating cost per shipment handled decreased 2.2% for
the first quarter of 1997 compared to a 3.6% decrease in the first quarter
of 1996.  The Company experienced a 7.3% improvement in productivity for
the first quarter of 1997, as measured by shipments handled per paid
employee hour, compared to a 3.2% improvement in first quarter of 1996.
Comparisons of certain operating expense components are discussed below.

Transportation purchased decreased as a percentage of revenues to 31.9% in
the first quarter of 1997 compared to 33.9% in the comparable period of
1996.  This decrease was primarily due to commercial airline costs which,
although higher in total, were lower as a percentage of total revenues in
the first quarter of 1997 due to the lower growth in international freight
shipments discussed above.  The suspension of the Federal Aviation Excise
Tax reduced costs in the first quarter of 1996 by $5.5 million compared to
a $4.3 million benefit in the first quarter of 1997.  The Aviation Excise
Tax moratorium was effective through March 6, 1997, subsequent to which the
tax became effective once again.

Station and ground expense as a percentage of revenues was 30.5% in the
first quarter of 1997 compared to 32.2% in the first quarter of 1996.  This
category of expense was negatively impacted during the first quarter of
1996 by the weather, resulting in lower productivity and additional costs.

Flight operations and maintenance expense as a percentage of revenues
during the first quarter of 1997 was 15.8%, compared to 15.9% in the first
quarter of 1996.  The average aviation fuel price for the first quarter of
1997 was $0.82 per gallon compared to $0.70 per gallon in the first quarter
of 1996.  Aviation fuel consumption increased to 40.4 million gallons in
the first quarter of 1997, a .4% increase over the first quarter of 1996.
The higher fuel costs were offset by the revenue fuel surcharge discussed
above and proceeds from fuel hedging contracts of approximately $1.7
million.

General and administrative expense as a percentage of revenues during the
first quarter of 1997 was 7.9% compared to 7.2% in the first quarter of
1996.  This increase was primarily due to approximately $4.3 million of
incremental accrued profit sharing and bonus costs in the first quarter of
1997 compared to the first quarter of 1996.  The increase is a result of
the improved operating results in 1997.

Sales and marketing expenses decreased as a percentage of revenues in the
first quarter of 1997 to 2.5% compared to 2.6% in the comparable period of
1995.  This was primarily the result of continuing productivity gains and a
strong focus on all discretionary spending.

The increase in depreciation and amortization expense in the first quarter
of 1997 is due in large part to the increased number of aircraft in service
since the first quarter of 1996.

Interest expense in the first quarter of 1997 was only slightly higher than
the same period of 1996, but was lower as a percentage of revenues.  The
average outstanding borrowings and overall interest rates on borrowings
during the first quarter of 1997 were comparable to the first quarter of
1996.

The Company's effective tax rate was 39.8% in the first quarter of 1997
compared to 44.8% in the first quarter of 1996 and 40.3% for all of 1996.
The higher effective tax rate for the first quarter of 1996 was a result of
certain taxes that are not directly related to the level of earnings,
resulting in a higher rate in periods of lower earnings.

LIQUIDITY AND CAPITAL RESOURCES:

Capital expenditures and associated financing continue to be the primary
factors affecting the financial condition of the Company.  The Company
anticipates total capital expenditures to approximate $220 million in 1997,
of which a significant portion is related to the acquisition and
modification of aircraft.  During the first quarter of 1997, total capital
expenditures net of dispositions were $39.6 million.  The principal source
of liquidity for financing capital expenditures during the first quarter of
1997 was cash provided by operations.

The Company's $250 million unsecured revolving bank credit agreement has
traditionally been used as a major source of liquidity for periods between
other financing transactions.  The Company also has available $65 million
under unsecured uncommitted money market lines of credit with several
banks, used in conjunction with the revolving credit agreement to
facilitate settlement and accommodate short-term borrowing fluctuations.
At March 31, 1997, a total of $145.5 million was outstanding under the
revolving bank credit and money market credit lines.

In management's opinion, the available capacity under the bank credit
agreements coupled with internally generated cash flow from remaining 1997
operations should provide adequate flexibility to finance anticipated
capital expenditures for the balance of 1997.


                        PART II. OTHER INFORMATION
                        --------------------------

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits -

EXHIBIT NO. 27   Financial Data Schedule

     (b)  Reports on form 8-K - A Form 8-K dated April 22, 1997, has been
     duly filed.  The form included the following information:

          (1)  Election of Directors for terms expiring in 2000.

          (2)  Approval of the selection of Deloitte & Touche LLP as the
          independent public accountants for the ensuing year.

          (3)  Declared dividends on common stock.



                                SIGNATURES
                                ----------

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized:

                                             AIRBORNE FREIGHT CORPORATION
                                             ----------------------------
                                                       (Registrant)

<TABLE>
<CAPTION>
<S>       <C>                           <C>
Date:     5/14/97                       /s/Roy C. Liljebeck
          -------                       --------------------
                                        Roy C. Liljebeck
                                        Executive Vice President,
                                        Chief Financial Officer
                                        
                                        
Date:     5/14/97                       /s/Lanny H. Michael
          -------                       -------------------
                                        Lanny H. Michael
                                        Senior Vice President,
                                        Treasurer and Controller
                                        
</TABLE>