<PAGE>1


                                        EXHIBIT 3
                                        ---------


                          RESTATED CERTIFICATE OF INCORPORATION
                             OF AIRBORNE FREIGHT CORPORATION
                          -------------------------------------

          The following Restated Certificate of Incorporation of Airborne
          Freight Corporation was duly adopted by the Board of Directors of
          said corporation on April 28, 1998, pursuant to the provisions of
          Section 245 of the General Corporation Law of the State of
          Delaware and only restates and integrates and does not further
          amend the provisions of the Corporation's Restated Certificate of
          Incorporation filed with the Secretary of State of the State of
          Delaware as theretofore amended or supplemented, and there is no
          discrepancy between those provisions and the provisions of the
          Restated Certificate. The date of filing the original Certificate
          of Incorporation with the Secretary of State of the State of
          Delaware was May 10, 1968. The provisions of the original
          Certificate of Incorporation which named the incorporators have
          been omitted and certain articles and sections have been
          renumbered.

          FIRST.    1.1  The name of the corporation is AIRBORNE FREIGHT
          CORPORATION.

          SECOND.   2.1  The address of its registered office in the State
          of Delaware is 1013 Centre Road, in the City of Wilmington,
          County of New Castle.  The name of its registered agent at such
          address is The Prentice-Hall Corporation System, Inc.

          THIRD.    3.1  The nature of the business or purposes to be
          conducted or promoted is:

          3.1.1     To transport intrastate, interstate, and/or foreign
          commerce by aircraft, motor, rail, water vehicle and/or other
          means of transportation, passengers, freight, securities and
          articles of merchandise of every nature and description, either
          directly, indirectly or as agent or principal; to engage in and
          carry on the business of receiving, carrying, transporting, and
          delivering for compensation, passengers, baggage, goods, wares,
          mail matter, packages, freight, and merchandise of every kind and
          description, to, from and between airports, air terminals,
          railroad stations, terminals, or wharves, and to, from and
          between any other places whatsoever, by fixed routes or otherwise
          either public, quasi-public, or private; to engage in and carry
          on a general shipping and forwarding business, a general
          transfer, express and baggage business; to engage in and carry on
          a general taxi business; to engage in and carry on a general
          trucking, contracting, cooperage and stevedore business, to
          engage in and carry on a general brokerage, factoring and import-
          export business; and to contract with air carriers, railroads,
          warehouses, water carriers, motor carriers and transportation
          lines or carriers of every kind, as well as with corporation,
          copartnerships, business concerns of every kind, individuals, and
          the public in general, covering, relating, or incidental to any
          of the foregoing purposes.

          3.1.2     It is the purpose of this corporation to engage in any
          lawful act or activity for which corporations may be organized
          under the General Corporation Law of Delaware and none of the
          above-stated purposes shall be or be deemed to be in limitation
          of such general purposes.

          FOURTH.   4.1  The total number of shares of all classes of
          capital stock which the corporation shall have authority to issue
          is one hundred twenty-six million (126,000,000), of which six
          million (6,000,000) shares shall be Preferred Stock, without par
          value, issuable in one or more series, and one hundred twenty
          million (120,000,000) shares shall be Common Stock, par value One<PAGE>


          <PAGE>2


          Dollar ($1.00) per share, amounting in the aggregate to One
          Hundred Twenty Million Dollars ($120,000,000).

          4.2       The Board of Directors is hereby expressly authorized,
          at any time or from time to time, to divide any or all of the
          shares of Preferred Stock into one or more series, and in the
          resolution or resolutions establishing a particular series,
          before issuance of any of the shares thereof, to fix and
          determine the number of shares and the designation of such
          series, so as to distinguish it from the shares of all other
          series and classes, and to fix and determine the preferences,
          voting rights, qualifications, privileges, limitations, options,
          conversion rights, restrictions and other special or relative
          rights of the Preferred Stock or of such series to the fullest
          extent now or hereafter permitted by the laws of the State of
          Delaware, including, but not limited to, the variations between
          different series in the following respects:

          4.2.1     The distinctive designation of such series and the
          number of shares which shall constitute such series, which number
          may be increased or decreased (but not below the number of shares
          thereof then outstanding) from time to time by the Board of
          Directors;

          4.2.2     The annual dividend rate for such series, and the date
          or dates from which dividends shall commence to accrue;

          4.2.3     The price or prices at which, and the terms and
          conditions on which, the shares of such series may be made
          redeemable;

          4.2.4     The purchase or sinking fund provisions, if any, for
          the purchase or redemption of shares of such series;

          4.2.5     The preferential amount or amounts payable upon shares
          of such series in the event of the liquidation, dissolution or
          winding up of the corporation;

          4.2.6     The voting rights, if any, of shares of such series;

          4.2.7     The terms and conditions, if any, upon which shares of
          such series may be converted and the class or classes or series
          of shares of the corporation or other securities into which such
          shares may be converted;

          4.2.8     The relative seniority, parity or junior rank of such
          series as to dividends or assets with respect to any other
          classes or series of stock then or thereafter to be issued; and

          4.2.9     Such other terms, qualifications, privileges,
          limitations, options, restrictions, and special or relative
          rights and preferences, if any, of shares of such series as the
          Board of Directors may, at the time of such resolution or
          resolutions, lawfully fix and determine under the laws of the
          State of Delaware.

          Unless otherwise provided in a resolution or resolutions
          establishing any particular series, the aggregate number of
          authorized shares of Preferred Stock may be increased by an
          amendment of the Certificate of Incorporation approved solely by
          a majority vote of the outstanding shares of Common Stock (or
          solely with a lesser vote of the Common Stock, or solely by
          action of the Board of Directors, if permitted by law at the
          time).

          All shares of any one series shall be alike in every particular,
          except with respect to the accrual of dividends prior to the date
          of issuance.

          SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
          -------------------------------------------------<PAGE>


          <PAGE>3


          Section 1.  Designation and Number of Shares
          --------------------------------------------

          The shares of such series shall be designated as "Series A
          Participating Cumulative Preferred Stock (without par value)"
          (the "Series A Preferred Stock"). The number of shares initially
          constituting the Series A Preferred Stock shall be 300,000;
          provided, however, that, if more than a total of 300,000 shares
          of Series A Preferred Stock shall be issuable upon the exercise
          of Rights (the "Rights") issued pursuant to the Rights Agreement
          dated as of February 14, 1997, between the Corporation and The
          Bank of New York, a New York banking corporation, as Rights Agent
          (the "Rights Agreement"), the Board of Directors of the
          Corporation, pursuant to Section 151(g) of the General
          Corporation Law of the State of Delaware, shall direct by
          resolution or resolutions that a certificate be properly
          executed, acknowledged, filed and recorded, in accordance with
          the provisions of Section 103 thereof, providing for the total
          number of shares of Series A Preferred Stock authorized to be
          issued to be increased (to the extent that the Certificate of
          Incorporation then permits) to the largest number of whole shares
          (rounded up to the nearest whole number) issuable upon exercise
          of such Rights.

          Section 2.  Dividends or Distributions
          --------------------------------------

          (a)  Subject to the prior and superior rights of the holders of
          shares of any other series of Preferred Stock or other class of
          capital stock of the Corporation ranking prior and superior to
          the shares of Series A Preferred Stock with respect to dividends,
          the holders of shares of the Series A Preferred Stock shall be
          entitled to receive, when, as and if declared by the Board of
          Directors, out of the assets of the Corporation legally available
          therefor, (1) quarterly dividends payable in cash on the last day
          of each fiscal quarter in each year, or such other dates as the
          Board of Directors of the Corporation shall approve (each such
          date being referred to herein as a "Quarterly Dividend Payment
          Date"), commencing on the first Quarterly Dividend Payment Date
          after the first issuance of a share or a fraction of a share of
          Series A Preferred Stock, in the amount of $30 per whole share
          (rounded to the nearest cent) less the amount of all cash
          dividends declared on the Series A Preferred Stock pursuant to
          the following clause (2) since the immediately preceding
          Quarterly Dividend Payment Date or, with respect to the first
          Quarterly Dividend Payment Date, since the first issuance of any
          share or fraction of a share of Series A Preferred Stock (the
          total of which shall not, in any event, be less than zero) and
          (2) dividends payable in cash on the payment date for each cash
          dividend declared on the Common Stock in an amount per whole
          share (rounded to the nearest cent) equal to the Formula Number
          (as hereinafter defined) then in effect times the cash dividends
          then to be paid on each share of Common Stock. In addition, if
          the Corporation shall pay any dividend or make any distribution
          on the Common Stock payable in assets, securities or other forms
          of noncash consideration (other than dividends or distributions
          solely in shares of Common Stock), then, in each such case, the
          Corporation shall simultaneously pay or make on each outstanding
          whole share of Series A Preferred Stock a dividend or
          distribution in like kind equal to the Formula Number then in
          effect times such dividend or distribution on each share of the
          Common Stock. As used herein, the "Formula Number" shall be 100;
          provided, however, that, if at any time after February 14, 1997,
          the Corporation shall (i) declare or pay any dividend on the
          Common Stock payable in shares of Common Stock or make any
          distribution on the Common Stock in shares of Common Stock, (ii)
          subdivide (by a stock split or otherwise) the outstanding shares
          of Common Stock into a larger number of shares of Common Stock or
          (iii) combine (by a reverse stock split or otherwise) the
          outstanding shares of Common Stock into a smaller number of
          shares of Common Stock, then in each such event the Formula
          Number shall be adjusted to a number determined by multiplying<PAGE>


          <PAGE>4


          the Formula Number in effect immediately prior to such event by a
          fraction, the numerator of which is the number of shares of
          Common Stock that are outstanding immediately after such event
          and the denominator of which is the number of shares of Common
          Stock that are outstanding immediately prior to such event (and
          rounding the result to the nearest whole number); and provided
          further that, if at any time after February 14, 1997, the
          Corporation shall issue any shares of its capital stock in a
          merger, reclassification, or change of the outstanding shares of
          Common Stock, then in each such event the Formula Number shall be
          appropriately adjusted to reflect such merger, reclassification
          or change so that each share of Preferred Stock continues to be
          the economic equivalent of a Formula Number of shares of Common
          Stock prior to such merger, reclassification or change.

          (b)  The Corporation shall declare a dividend or distribution on
          the Series A Preferred Stock as provided in Section 2(a)
          immediately prior to or at the same time it declares a dividend
          or distribution on the Common Stock (other than a dividend or
          distribution solely in shares of Common Stock); provided,
          however, that, in the event no dividend or distribution (other
          than a dividend or distribution in shares of Common Stock) shall
          have been declared on the Common Stock during the period between
          any Quarterly Dividend Payment Date and the next subsequent
          Quarterly Dividend Payment Date, a dividend of $30 per share on
          the Series A Preferred Stock shall nevertheless be payable on
          such subsequent Quarterly Dividend Payment Date. The Board of
          Directors may fix a record date for the determination of holders
          of shares of Series A Preferred Stock entitled to receive a
          dividend or distribution declared thereon, which record date
          shall be the same as the record date for any corresponding
          dividend or distribution on the Common Stock.

          (c)  Dividends shall begin to accrue and be cumulative on
          outstanding shares of Series A Preferred Stock from and after the
          Quarterly Dividend Payment Date next preceding the date of
          original issue of such shares of Series A Preferred Stock;
          provided, however, that dividends on such shares which are
          originally issued after the record date for the determination of
          holders of shares of Series A Preferred Stock entitled to receive
          a quarterly dividend and on or prior to the next succeeding
          Quarterly Dividend Payment Date shall begin to accrue and be
          cumulative from and after such Quarterly Dividend Payment Date.
          Notwithstanding the foregoing, dividends on shares of Series A
          Preferred Stock which are originally issued prior to the record
          date for the determination of holders of shares of Series A
          Preferred Stock entitled to receive a quarterly dividend on the
          first Quarterly Dividend Payment Date shall be calculated as if
          cumulative from and after the last day of the fiscal quarter next
          preceding the date of original issuance of such shares. Accrued
          but unpaid dividends shall not bear interest. Dividends paid on
          the shares of Series A Preferred Stock in an amount less than the
          total amount of such dividends at the time accrued and payable on
          such shares shall be allocated pro rata on a share-by-share basis
          among all such shares at the time outstanding.


          (d)  So long as any shares of the Series A Preferred Stock are
          outstanding, no dividends or other distributions shall be
          declared, paid or distributed, or set aside for payment or
          distribution, on the Common Stock unless, in each case, the
          dividend required by this Section 2 to be declared on the Series
          A Preferred Stock shall have been declared.

          (e)  The holders of the shares of Series A Preferred Stock shall
          not be entitled to receive any dividends or other distributions
          except as provided herein.

          Section 3.  Voting Rights
          -------------------------<PAGE>


          <PAGE>5


          The holders of shares of Series A Preferred Stock shall have the
          following voting rights:

          (a)  Each holder of Series A Preferred Stock shall be entitled to
          a number of votes equal to the Formula Number then in effect, for
          each share of Series A Preferred Stock held of record on each
          matter on which holders of the Common Stock or stockholders
          generally are entitled to vote, multiplied by the maximum number
          of votes per share which any holder of the Common Stock or
          stockholders generally then have with respect to such matter
          (assuming any holding period or other requirement to vote a
          greater number of shares is satisfied).

          (b)  Except as otherwise provided herein or by applicable law,
          the holders of shares of Series A Preferred Stock and the holders
          of shares of Common Stock shall vote together as one class for
          the election of directors of the Corporation and on all other
          matters submitted to a vote of stockholders of the Corporation.

          (c)  If, at the time of any annual meeting of stockholders for
          the election of directors, the equivalent of six quarterly
          dividends (whether or not consecutive) payable on any share or
          shares of Series A Preferred Stock are in default, the number of
          directors constituting the Board of Directors of the Corporation
          shall be increased by two. In addition to voting together with
          the holders of Common Stock for the election of other directors
          of the Corporation, the holders of record of the Series A
          Preferred Stock, voting separately as a class to the exclusion of
          the holders of Common Stock, shall be entitled at said meeting of
          stockholders (and at each subsequent annual meeting of
          stockholders), unless all dividends in arrears have been paid or
          declared and set apart for payment prior thereto, to vote for the
          election of two directors of the Corporation, the holders of any
          Series A Preferred Stock being entitled to cast a number of votes
          per share of Series A Preferred Stock equal to the Formula
          Number. Until the default in payments of all dividends which
          permitted the election of said directors shall cease to exist,
          any director who shall have been so elected pursuant to the next
          preceding sentence may be removed at any time, either with or
          without cause, only by the affirmative vote of the holders of the
          shares of Series A Preferred Stock at the time entitled to cast a
          majority of the votes entitled to be cast for the election of any
          such director at a special meeting of such holders called for
          that purpose, and any vacancy thereby created may be filled by
          the vote of such holders. If and when such default shall cease to
          exist, the holders of the Series A Preferred Stock shall be
          divested of the foregoing special voting rights, subject to
          revesting in the event of each and every subsequent like default
          in payments of dividends. Upon the termination of the foregoing
          special voting rights, the terms of office of all persons who may
          have been elected directors pursuant to said special voting
          rights shall forthwith terminate, and the number of directors
          constituting the Board of Directors shall be reduced by two. The
          voting rights granted by this Section 3(c) shall be in addition
          to any other voting rights granted to the holders of the Series A
          Preferred Stock in this Section 3.

          (d)  Except as provided herein, in Section 11 or by applicable
          law, holders of Series A Preferred Stock shall have no special
          voting rights and their consent shall not be required (except to
          the extent they are entitled to vote with holders of Common Stock
          as set forth herein) for authorizing or taking any corporate
          action.

          Section 4.  Certain Restrictions
          --------------------------------

          (a)  Whenever quarterly dividends or other dividends or
          distributions payable on the Series A Preferred Stock as provided
          in Section 2 are in arrears, thereafter and until all accrued and
          unpaid dividends and distributions, whether or not declared, on
          shares of Series A Preferred Stock outstanding shall have been<PAGE>


          <PAGE>6


          paid in full, the Corporation shall not (i) declare or pay
          dividends on, make any other distributions on, or redeem or
          purchase or otherwise acquire for consideration any shares of
          stock ranking junior (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series A Preferred Stock; (ii)
          declare or pay dividends on or make any other distributions on
          any shares of stock ranking on a parity (either as to dividends
          or upon liquidation, dissolution or winding up) with the Series A
          Preferred Stock, except dividends paid ratably on the Series A
          Preferred Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total amounts to which
          the holders of all such shares are then entitled; (iii) redeem or
          purchase or otherwise acquire for consideration shares of any
          stock ranking on a parity (either as to dividends or upon
          liquidation, dissolution or winding up) with the Series A
          Preferred Stock; provided that the Corporation may at any time
          redeem, purchase or otherwise acquire shares of any such parity
          stock in exchange for shares of any stock of the Corporation
          ranking junior (either as to dividends or upon dissolution,
          liquidation or winding up) to the Series A Preferred Stock; or
          (iv) purchase or otherwise acquire for consideration any shares
          of Series A Preferred Stock, or any shares of stock ranking on a
          parity with the Series A Preferred Stock, except in accordance
          with a purchase offer made in writing or by publication (as
          determined by the Board of Directors) to all holders of such
          shares upon such terms as the Board of Directors, after
          consideration of the respective annual dividend rates and other
          relative rights and preferences of the respective series and
          classes, shall determine in good faith will result in fair and
          equitable treatment among the respective series or classes.

          (b)  The Corporation shall not permit any subsidiary of the
          Corporation to purchase or otherwise acquire for consideration
          any shares of stock of the Corporation unless the Corporation
          could, under paragraph (a) of this Section 4, purchase or
          otherwise acquire such shares at such time and in such manner.

          Section 5.  Liquidation Rights
          ------------------------------

          Upon the liquidation, dissolution or winding up of the
          Corporation, whether voluntary or involuntary, no distribution
          shall be made (1) to the holders of shares of stock ranking
          junior (either as to dividends or upon liquidation, dissolution
          or winding up) to the Series A Preferred Stock unless, prior
          thereto, the holders of shares of Series A Preferred Stock shall
          have received an amount equal to the accrued and unpaid dividends
          and distributions thereon, whether or not declared, to the date
          of such payment, plus an amount equal to the greater of (x) $100
          per whole share or (y) an aggregate amount per share equal to the
          Formula Number then in effect times the aggregate amount to be
          distributed per share to holders of Common Stock or (2) to the
          holders of stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series A
          Preferred Stock, except distributions made ratably on the Series
          A Preferred Stock and all other such parity stock in proportion
          to the total amounts to which the holders of all such shares are
          entitled upon such liquidation, dissolution or winding up.

          Section 6.  Consolidation, Merger, etc.
          ---------------------------------------

          In case the Corporation shall enter into any consolidation,
          merger, combination or other transaction in which the shares of
          Common Stock are exchanged for or changed into other stock or
          securities, cash or any other property, then in any such case the
          then outstanding shares of Series A Preferred Stock shall at the
          same time be similarly exchanged or changed into an amount per
          share equal to the Formula Number then in effect times the
          aggregate amount of stock, securities, cash or any other property
          (payable in kind), as the case may be, into which or for which
          each share of Common Stock is exchanged or changed. In the event<PAGE>


          <PAGE>7


          both this Section 6 and Section 2 appear to apply to a
          transaction, this Section 6 will control.

          Section 7.  No Redemption; No Sinking Fund
          ------------------------------------------

          (a)  The shares of Series A Preferred Stock shall not be subject
          to redemption by the Corporation or at the option of any holder
          of Series A Preferred Stock except as set forth in Section 5 of
          Article IV of the Restated Certificate of Incorporation of the
          Corporation; provided, however, that the Corporation may purchase
          or otherwise acquire outstanding shares of Series A Preferred
          Stock in the open market or by offer to any holder or holders of
          shares of Series A Preferred Stock.

          (b)  The shares of Series A Preferred Stock shall not be subject
          to or entitled to the operation of a retirement or sinking fund.

          Section 8.  Ranking
          -------------------

          The Series A Preferred Stock shall rank junior to all other
          series of Preferred Stock of the Corporation unless the Board of
          Directors shall specifically determine otherwise in fixing the
          powers, preferences and relative, participating, optional and
          other special rights of the shares of such series and the
          qualifications, limitations and restrictions thereof.

          Section 9.  Fractional Shares
          -----------------------------

          The Series A Preferred Stock shall be issuable upon exercise of
          the Rights issued pursuant to the Rights Agreement in whole
          shares or in any fraction of a share that is one one-hundredth of
          a share or any integral multiple of such fraction which shall
          entitle the holder, in proportion to such holder's fractional
          shares, to receive dividends, exercise voting rights, participate
          in distributions and to have the benefit of all other rights of
          holders of Series A Preferred Stock. In lieu of fractional
          shares, the Corporation, prior to the first issuance of a share
          or a fraction of a share of Series A Preferred Stock, may elect
          (a) to make a cash payment as provided in the Rights Agreement
          for fractions of a share other than one one-hundredths of a share
          or any integral multiple thereof or (b) to issue depository
          receipts evidencing such authorized fraction of a share of Series
          A Preferred Stock pursuant to an appropriate agreement between
          the Corporation and a depository selected by the corporation;
          provided that such agreement shall provide that the holders of
          such depository receipts shall have all the rights, privileges
          and preferences to which they are entitled as holders of the
          Series A Preferred Stock.

          Section 10.  Reacquired Shares
          ------------------------------

          Any shares of Series A Preferred Stock purchased or otherwise
          acquired by the Corporation in any manner whatsoever shall be
          retired and canceled promptly after the acquisition thereof. All
          such shares shall upon their cancellation become authorized but
          unissued shares of Preferred Stock, without designation as to
          series until such shares are once more designated as part of a
          particular series by the Board of Directors pursuant to the
          provisions of paragraph 4.2 of Article Fourth.

          Section 11.  Amendment
          ----------------------

          None of the powers, preferences and relative, participating,
          optional and other special rights of the Series A Preferred Stock
          as provided herein or in the Certificate of Incorporation shall
          be amended in any manner which would alter or change the powers,
          preferences, rights or privileges of the holders of Series A<PAGE>


          <PAGE>8


          Preferred Stock so as to affect them adversely without the
          affirmative vote of the holders of at least 66-2/3% of the
          outstanding shares of Series A Preferred Stock, voting as a
          separate class; provided, however, that no such amendment
          approved by the holders of at least 66-2/3% of the outstanding
          shares of Series A Preferred Stock shall be deemed to apply to
          the powers, preferences, rights or privileges of any holder of
          shares of Series A Preferred Stock originally issued upon
          exercise of the Rights after the time of such approval without
          the approval of such holder.

          4.3       Except for and subject to those rights expressly
          granted to the holders of Preferred Stock or any series thereof
          by resolution or resolutions adopted by the Board of Directors
          pursuant to Section 4.2 of this Article Fourth and except as may
          be provided by the laws of the State of Delaware, the holders of
          Common Stock shall have exclusively all other rights of
          shareholders.

          4.4.1     The Bylaws shall divide the directors into three
          classes and prescribe the tenure of office of the several
          classes; but such Bylaws shall not provide for the election of
          any class for a period shorter than from the time of election
          following the division into classes until the next annual
          meeting, and thereafter for a period shorter than the interval
          between annual meetings or for a period longer than three years
          and shall provide that the term of the office of at least one
          class shall expire each year.  At all elections of directors,
          voting shall be by class.

          4.4.2          At all elections of directors of the corporation,
          each holder of shares of Common Stock shall be entitled to as
          many votes as shall equal the number of votes which (except for
          such provision as to cumulative voting) he would be entitled to
          cast for the election of directors with respect to his shares of
          stock multiplied by the number of directors to be elected, and he
          may cast all of such votes for a single director or may
          distribute them among the number to be voted for, or for any two
          or more of them as he may see fit.

          FIFTH.    The corporation is to have perpetual existence.

          SIXTH.    6.1  In furtherance and not in limitation of the powers
          conferred by statute, the board of directors is expressly
          authorized:

          6.1.1     To make, alter or repeal the bylaws of the corporation.

          6.1.2     To authorize and cause to be executed mortgages and
          liens upon the real and personal property of the corporation.

          6.1.3     To set apart out of any of the funds of the corporation
          available for dividends a reserve or reserves for any proper
          purpose and to abolish any such reserve in the manner in which it
          was created.

          6.1.4     By a majority of the whole board, to designate one or
          more committees, each committee to consist of two or more of the
          directors of the corporation. The board may designate one or more
          directors as alternate members of any committee, who may replace
          any absent or disqualified member at any meeting of the
          committee. Any such committee, to the extent provided in the
          resolution or in the bylaws of the corporation, shall have and
          may exercise the powers of the board of directors in the
          management of the business and affairs of the corporation, and
          may authorize the seal of the corporation to be affixed to all
          papers which may require it; provided, however, the by-laws may
          provide that in the absence or disqualification of any member of
          such committee or committees, the member or members thereof
          present at any meeting and not disqualified from voting, whether
          or not he or they constitute a quorum, may unanimously appoint<PAGE>


          <PAGE>9


          another member of the board of directors to act at the meeting in
          the place of any such absent or disqualified member.

          6.1.5     When and as authorized by the affirmative vote of the
          holders of a majority of the stock issued and outstanding having
          voting power given at a stockholders' meeting duly called upon
          such notice as is required by statute, or when authorized by the
          written consent of the holders of a majority of the voting stock
          issued and outstanding, to sell, lease or exchange all or
          substantially all of the property and assets of the corporation,
          including its good will and its corporate franchises, upon such
          terms and conditions and for such consideration, which may
          consist in whole or in part of money or property including shares
          of stock in, and/or other securities of, any other corporation or
          corporations, as its board of directors shall deem expedient and
          for the best interests of the corporation.

          SEVENTH.  7.1  Whenever a compromise or arrangement is proposed
          between this corporation and its creditors or any class of them
          and/or between this corporation and its stockholders or any class
          of them, any court of equitable jurisdiction within the State of
          Delaware may, on the application in a summary way of this
          corporation or of any creditor or stockholder thereof, or on the
          application of any receiver or receivers appointed for this
          corporation under the provisions of Section 291 of Title 8 of the
          Delaware Code or on the application of trustees in dissolution or
          of any receiver or receivers appointed for this corporation under
          the provisions of Section 279 of Title 8 of the Delaware Code
          order a meeting of the creditors or class of creditors, and/or
          stockholders or class of stockholders of this corporation, as the
          case may be, to be summoned in such manner as the said court
          directs. If a majority in number representing three-fourths in
          value of the creditors or class of creditors, and/or of the
          stockholders or class of stockholders of this corporation, as the
          case may be, agree to any compromise or arrangement and to any
          reorganization of this corporation as a consequence of such
          compromise or arrangement, the said compromise or arrangement and
          the said reorganization shall, if sanctioned by the court to
          which the said application has been made, be binding on all the
          creditors or class of creditors, and/or on all the stockholders
          or class of stockholders, of this corporation, as the case may
          be, and also on this corporation.

          EIGHTH.   8.1  Meetings of shareholders may be held within or
          without the State of Delaware as the Bylaws may provide.
          Notwithstanding any provision of law, no action may be taken by
          the shareholders, including without limitation amendment of this
          Certificate or of the Bylaws, except at a meeting duly called in
          accordance with the Bylaws.

          8.2       The books of this Corporation may be kept (subject to
          any provision contained in the statutes) outside the State of
          Delaware at such place or places as may be designated from time
          to time by the Board of Directors or in the Bylaws of the
          Corporation. Election of Directors need not be by written ballot
          unless the Bylaws of the Corporation shall so provide.

          NINTH.    9.1  The corporation shall at all times indemnify its
          officers and directors from and against all expenses and
          liabilities of whatsoever nature to the full extent permitted by
          Delaware law, and without limiting the generality of the
          foregoing, shall indemnify any director or officer or any former
          director or former officer or any person who may have served at
          its request as a director or officer of another corporation, and
          the heirs, personal representatives and estates of each of them,
          against all costs and expenses including attorneys' fees
          reasonably incurred by him or imposed on him in connection with
          any action, proceeding or investigation of whatsoever nature,
          civil, administrative or criminal (including any shareholder's
          action and any other action in which the corporation is a party,
          plaintiff or defendant) in which he is or may be made a party or
          is proceeded against or involved by reason of any action<PAGE>


          <PAGE>10


          whatsoever alleged to have been taken by him or omitted by him as
          such director or officer, and against any liabilities, judgments,
          fines, penalties or damages imposed against him in such action,
          proceeding or investigation, or sums paid in settlement or
          compromise thereof with the approval of the Board of Directors;
          provided, that the provisions of this paragraph shall not apply
          unless such person acted in a manner he reasonably believed to be
          in or not opposed to the best interests of the corporation, and
          shall not apply if such person shall be duly and finally adjudged
          (1) to be guilty of willful misconduct, bad faith or gross
          negligence in the performance of his 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.

          9.2       Expenses incurred in defending such action, proceeding
          or investigation may be paid by the corporation in advance of the
          final disposition thereof as authorized by the Board of Directors
          in the specific case and upon receipt of an undertaking by or on
          behalf of the director or officer to repay such amount if it
          shall ultimately be determined that he is not entitled to be
          indemnified by the corporation.

          9.3       The corporation shall have power to purchase and
          maintain insurance on behalf of any person who is or was an
          officer, director, employee or agent of the corporation, or is or
          was serving at the request of the corporation as an officer,
          director, employee and agent of another corporation, partnership,
          joint venture, trust or other enterprise against any liability
          whatsoever asserted against him and incurred by him in any such
          capacity or arising out of his status as such, and against any
          and all expenses in connection therewith, whether or not the
          corporation would have the power to indemnify him against such
          liability under the provisions of this certificate of
          incorporation or under Delaware law.

          TENTH.    10.1  The corporation reserves the right to amend,
          alter, change or repeal any provision contained in this
          certificate of incorporation, in the manner now or hereafter
          prescribed by statute, and all rights conferred upon stockholders
          herein are granted subject to this reservation.

          ELEVENTH. 11.1  A higher than majority shareholder vote for
          certain Business Combinations shall be required as follows (all
          capitalized terms being used as subsequently defined herein):

          (a)  In addition to any affirmative vote required by law or the
          Certificate of Incorporation, and except as otherwise expressly
          provided in Section 11.2 of this Article Eleventh:  (1) any
          merger or consolidation of the corporation or any Subsidiary with
          (A) any Interested Shareholder or with (B) any other corporation
          (whether or not itself an Interested Shareholder) which is, or
          after such merger or consolidation would be, an Affiliate or
          Associate of an Interested Shareholder; (2) any sale, lease,
          exchange, mortgage, pledge, transfer or other disposition (in one
          transaction or a series of transactions) to or with any
          Interested Shareholder or any Affiliate or Associate of any
          Interested Shareholder of any assets of the corporation or any
          Subsidiary having an aggregate Fair Market Value of $10,000,000
          or more; (3) the issuance or sale by the corporation or any
          Subsidiary (in one transaction or a series of transactions) of
          any securities of the corporation or any Subsidiary to any
          Interested Shareholder or any Affiliate or Associate of any
          Interested Shareholder in exchange for cash, securities or other
          consideration (or a combination thereof) having an aggregate Fair
          Market Value of $10,000,000 or more; (4) the adoption of any plan
          or proposal for the liquidation or dissolution of the corporation
          proposed by or on behalf of any Interested Shareholder or any
          Affiliate or associate of any Interested Shareholder; or (5) any
          reclassification of securities (including any reverse stock
          split), or recapitalization of the corporation, or any merger or
          consolidation of the corporation with any of it Subsidiaries or<PAGE>


          <PAGE>11


          any transaction (whether or not with or into or otherwise
          involving an Interested Shareholder) which has the effect,
          directly or indirectly, of increasing the proportionate share of
          the outstanding shares of any class of equity securities or
          securities convertible into equity securities of the corporation
          or any Subsidiary which is directly or indirectly owned by any
          Interested Shareholder or any Affiliate or Associate of any
          Interested Shareholder; shall require the affirmative vote of the
          holders of at least 80% of the voting power of the then
          outstanding shares of common stock of the corporation entitled to
          vote in an annual election of directors, and at least 80% of the
          voting power of all shares of all classes of capital stock of the
          corporation entitled to vote in an annual election of directors
          (all such stock of all classes constituting the "Voting Stock"),
          voting together as a single class. Such affirmative vote shall be
          required notwithstanding the fact that no vote may be required,
          or that a lesser percentage may be specified, by law or in any
          agreement with any national securities exchange or otherwise.

          (b)  The term "Business Combination" as used in this Article
          Eleventh shall mean any transaction which is referred to in any
          one or more of clauses (1) through (5) of paragraph (a) of
          Section 11.1 of this Article Eleventh.

          11.2      The provisions of Section 11.1 of this Article Eleventh
          shall not be applicable to any Business Combination, and such
          Business Combination shall require only such affirmative vote (if
          any) as is required by law, any other provision of the
          Certificate of such corporation or any agreement with any
          national securities exchange, if all of the conditions specified
          in either of the following paragraphs (a) or (b) are met:

          (a)  The Business Combination shall have been approved by a
          majority of the Continuing Directors; or

          (b)  All of the following six conditions shall have been met:

          (1)  The transaction constituting the Business Combination shall
          provide for a consideration to be received by holders of Common
          Stock in exchange for their stock, and the aggregate amount of
          the cash and the Fair Market Value as of the date of the
          consummation of the Business Combination of consideration other
          than cash to be received per share by holders of Common Stock in
          such Business Combination shall be at least equal to the highest
          of the following: (A) (if applicable) the highest per share price
          (including any brokerage commissions, transfer taxes and
          soliciting dealers' fees) paid in order to acquire any shares of
          Common Stock beneficially owned by the Interested Shareholder
          which were acquired (i) within the two-year period immediately
          prior to the first public announcement of the proposed Business
          Combination (the "Announcement Date") or (ii) in the transaction
          in which it became an Interested Shareholder, whichever is
          higher; and (B) the Fair Market Value per share of Common stock
          on the Announcement Date or on the date on which the Interested
          Shareholder became an Interested Shareholder (the "Determination
          Date"), whichever is higher.

          (2)  If the transaction constituting the Business Combination
          shall provide for a consideration to be received by holders of
          any class of outstanding Voting Stock other than Common Stock,
          the aggregate amount of the cash and the Fair Market Value as of
          the date of the consummation of the Business Combination of
          consideration other than cash to be received per share by holders
          of shares of such Voting Stock shall be at least equal to the
          highest of the following (it being intended that the requirements
          of this clause (b)(2) shall be required to be met with respect to
          every class of outstanding Voting Stock, whether or not the
          Interested Shareholder beneficially owns any shares of a
          particular class of Voting Stock):  (A) (if applicable) the
          highest per share price (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees) paid in order to
          acquire any shares of such class of Voting Stock beneficially<PAGE>


          <PAGE>12


          owned by the Interested Shareholder which were acquired (i)
          within the two-year period immediately prior to the Announcement
          Date or (ii) in the transaction in which it became an Interested
          Shareholder, whichever is higher; (B) (if applicable) the highest
          preferential amount per share to which the holders of shares of
          such class of Voting Stock are entitled in the event of any
          voluntary or involuntary liquidation, dissolution or winding up
          of the corporation; and (C) the Fair Market Value per share of
          such class of Voting Stock on the Announcement Date or on the
          Determination Date, whichever is higher.

          (3)  The consideration to be received by holders of a particular
          class of outstanding Voting Stock (including Common Stock) shall
          be in cash or in the same form as was previously paid in order to
          acquire shares of such class of Voting Stock which are
          beneficially owned by the Interested Shareholder. If the
          Interested Shareholder beneficially owns shares of any class of
          Voting Stock which were acquired with varying forms of
          consideration, the form of consideration to be received by
          holders of such class of Voting Stock shall be either cash or the
          form used to acquire the largest number of shares of such class
          of Voting Stock beneficially owned by it.

          (4)  After such Interested Shareholder has become an Interested
          Shareholder and prior to the consummation of such Business
          Combination: (A) there shall have been (i) no reduction in the
          annual rate of dividends paid on the Common Stock (except as
          necessary to reflect any subdivision of the Common Stock), except
          as approved by a majority of the Continuing Directors, and (ii)
          an increase in such annual rate of dividends (as necessary to
          prevent any such reduction) in the event of any reclassification
          (including any reverse stock split), recapitalization,
          reorganization or any similar transaction which has the effect of
          reducing the number of outstanding shares of the Common Stock,
          unless the failure so to increase such annual rate is approved by
          a majority of the Continuing Directors; and (B) such Interested
          Shareholder shall not have become the beneficial owner of any
          additional shares of Voting Stock except as part of the
          transaction in which it became an Interested Shareholder.

          (5)  After such Interested Shareholder has become an Interested
          Shareholder, such Interested Shareholder shall not have received
          the benefit, directly or indirectly (except proportionately as a
          shareholder), of any loans, advances, guarantees, pledges or
          other financial assistance or any tax credits or other tax
          advantages provided by the corporation, whether in anticipation
          of or in connection with such Business Combination or otherwise.

          (6)  A proxy or information statement describing the proposed
          Business Combination and complying with the requirements of the
          Securities Exchange Act of 1934 and the rules and regulations
          thereunder (or any subsequent provisions replacing such Act,
          rules or regulations) shall be mailed to public shareholders of
          the corporation at least 30 days prior to the consummation of
          such Business Combination (whether or not such proxy or
          information statement is required to be mailed pursuant to such
          Act or subsequent provisions).

          11.3      For the purposes of this Article Eleventh:

          (a)  A "person" shall mean any individual, firm, corporation or
          other entity.

          (b)  "Interested Shareholder" at any particular time shall mean
          any person (other than the corporation or any Subsidiary) who or
          which:  (1) is at such time the beneficial owner, directly or
          indirectly, of more than 20% of the voting power of the
          outstanding Voting Stock; (2) is at such time a director of the
          corporation and at any time within the two-year period
          immediately prior to such time was the beneficial owner, directly
          or indirectly, of more than 20% of the voting power of the then
          outstanding Voting Stock; or (3) is at such time an assignee of<PAGE>


          <PAGE>13


          or has otherwise succeeded to the beneficial ownership of any
          shares of Voting Stock which were at any time within the two-year
          period immediately prior to such time beneficially owned by any
          Interested Shareholder, if such assignment or succession shall
          have occurred in the course of a transaction or series of
          transactions not involving a public offering within the meaning
          of the Securities Act of 1933.

          (c)  A person shall be a "beneficial owner" of any shares of
          Voting Stock:  (1) which such person or any of its Affiliates or
          Associates beneficially owns, directly or indirectly; (2) which
          such person or any of its Affiliates or Associates has (A) the
          right to acquire (whether or not such right is exercisable
          immediately) pursuant to any agreement, arrangements or
          understanding or upon the exercise of conversion rights, exchange
          rights, warrants or options, or otherwise, or (B) the right to
          vote pursuant to any agreement, arrangement or understanding; or
          (3) which are beneficially owned, directly or indirectly, by any
          other person with which such person or any of its Affiliates or
          Associates has any agreement, arrangement or understanding for
          the purpose of acquiring, holding, voting or disposing of any
          shares of Voting Stock.

          (d)  For the purposes of determining whether a person is an
          Interested Shareholder pursuant to paragraph (b) of this Section
          11.3, the number of shares of Voting Stock deemed to be
          outstanding shall include shares deemed owned by an Interested
          Shareholder through application of paragraph (c) of this Section
          11.3 but shall not include any other shares of Voting Stock which
          may be issuable pursuant to any agreement, arrangements or
          understanding, or upon the exercise of conversion rights,
          exchange rights, warrants or options, or otherwise.

          (e)  "Affiliate" or "Associate" shall have the respective
          meanings ascribed to such terms in Rule 12b-2 of the General
          Rules and Regulations under the Securities Exchange Act of 1934,
          as in effect on March 1, 1984 (the term "registrant" in said Rule
          12b-2 meaning in this case the corporation).

          (f)  "Subsidiary" means any corporation of which a majority of
          any class of equity security is owned, directly or indirectly, by
          the corporation; provided, however, that for the purposes of the
          definition of Interested Shareholder set forth in paragraph (b)
          of this Section 11.3, the term "Subsidiary" shall mean only a
          corporation of which a majority of each class of equity security
          is owned, directly or indirectly, by the corporation.

          (g)  "Continuing Director" means any member of the Board of
          Directors of the corporation who is unaffiliated with, and not a
          representative of, the Interested Shareholder and was a member of
          the Board of Directors prior to the time that the Interested
          Shareholder became an Interested Shareholder, and any successor
          of a Continuing Director who is unaffiliated with and not a
          representative of, the Interested Shareholder and is recommended
          to succeed a Continuing Director by a majority of the Continuing
          Directors then on the Board of Directors.

          (h)  "Fair Market Value" means:  (1) in the case stock of the
          corporation, the highest closing sale price during a 30-day
          period immediately preceding the date in question of a share of
          such stock on the Composite Tape for New York Stock Exchange-
          Listed Stocks ("Composite Tape"), or, if such stock is not quoted
          on the Composite Tape, on the New York Stock Exchange (NYSE), or,
          if such stock is not listed on the NYSE, on the principal United
          States securities exchange registered under the Securities
          Exchange Act of 1934 on which such stock is listed, or, if such
          stock is not listed on any such exchange, the highest closing
          sale price or closing bid quotation (whichever is higher, if both
          are reported) with respect to a share of such stock during the
          30-day period preceding the date in question on the National
          Association of Securities Dealers, Inc. Automated Quotations
          System ("NASDAQ") or any system then in use, or if no such<PAGE>


          <PAGE>14


          quotations are available, the fair market value on the date in
          question of a share of such stock as determined by the Board of
          Directors in good faith; (2) in the case of securities, other
          than stock of the corporation, which are registered under Section
          12 of the 1934 Act, the mean (average) of the Closing  sale
          prices for the five business days prior to the date in question
          for such securities on the Composite Tape, or if such securities
          are not listed on the NYSE, on the principal United States
          securities exchange registered under the 1934 Act on which such
          securities are listed, or, if such securities are not listed on
          any such exchange but are listed on the NASDAQ national list or
          national market system, the average closing sale price or closing
          bid quotation (whichever is higher, if both are reported) for the
          five business days prior to the date in question, as quoted on
          the NASDAQ system, or if such securities are not so listed or
          such quotations are not available, then the Market Value of such
          securities as determined by the Board of Directors in good faith;
          and (3) in the case of property other than cash or securities of
          the type described above, the fair market value of such property
          on the date in question as determined by the Board of Directors
          in good faith.

          (i)  In the event of any Business Combination in which the
          corporation survives, the phrase "consideration other than cash
          to be received" as used in paragraph (b) of Section 11.2 of this
          Article Eleventh shall include the shares of Common Stock and/or
          the shares of any other class of outstanding Voting Stock
          retained by the holders of such shares.

          11.4      The Board of Directors shall have the power and duty to
          determine for the purpose of this Article Eleventh, on the basis
          of information known to them after reasonable inquiry (a) whether
          a person is an Interested Shareholder, (b) the number of shares
          of Voting Stock beneficially owned by any person, (c) whether a
          person is an Affiliate or Associate of another, and (d) whether
          the assets which are the subject of any business transaction
          which may be a Combination have, or the consideration to be
          received for the issuance or transfer of securities by the
          corporation or any Subsidiary in any transaction which may be a
          Business Combination has, an aggregate Fair Market Value of
          $10,000,000 or more. Any such determination made in good faith
          shall be binding and conclusive on all parties.

          11.5      Nothing contained in this Article Eleventh shall be
          construed to relieve any Interested Shareholder from any
          fiduciary obligation imposed by law.

          11.6      Notwithstanding any other provisions hereof or of law,
          the Certificate of Incorporation or the Bylaws of the
          corporation, the affirmative vote of the holders of at least 80%
          of the voting power of the then outstanding shares of Common
          Stock, and at least 80% of the voting power of all of the then
          outstanding shares of Voting Stock, voting together as a single
          class, shall be required to amend or repeal, or to adopt any
          provision inconsistent with this Article Eleventh.

          TWELFTH.  12.1  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.<PAGE>


          <PAGE>15


          DATED as of the 8th day of May, 1998.


          AIRBORNE FREIGHT CORPORATION
          ----------------------------



          /s/ Robert S. Cline
          -------------------
          Robert S. Cline
          Chairman and Chief Executive Officer


          Attest:



          /s/ David C. Anderson
          ---------------------
          David C. Anderson
          Corporate Secretary/Counsel<PAGE>