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, 1999
                                     
                       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 2,497,078 treasury shares)
        as of March 31, 1999                          48,606,595 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
                                                  ------------------
                                                 1999           1998
                                                 ----           ----
<S>                                          <C>            <C>
REVENUES:                                                   
   Domestic                                     $681,261       $662,518
   International                                  88,170         87,675
                                                --------       --------
                                                 769,431        750,193
                                                            
OPERATING EXPENSES:                                         
   Transportation purchased                      233,975        230,323
   Station and ground operations                 241,317        222,694
   Flight operations and maintenance             122,183        117,403
   General and administrative                     59,019         59,950
   Sales and marketing                            18,348         17,399
   Depreciation and amortization                  49,613         44,888
                                                --------       --------
                                                 724,455        692,657
                                                --------       --------
      EARNINGS FROM OPERATIONS                    44,976         57,536
                                                            
INTEREST, NET                                      3,632          3,916
                                                --------       --------
      EARNINGS BEFORE INCOME TAXES                41,344         53,620
                                                            
INCOME TAXES                                      16,100         21,260
                                                --------       --------
      NET EARNINGS                                25,244         32,360
                                                ========       ========
                                                            
NET EARNINGS PER SHARE:                                     
      BASIC                                     $    .52       $    .65
                                                ========       ========
      DILUTED                                   $    .51       $    .63
                                                ========       ========
DIVIDENDS PER SHARE                             $   .040       $   .038
                                                ========       ========
</TABLE>
              See notes to consolidated financial statements.





<TABLE>
               AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
<CAPTION>
                                               March 31      December 31
                                             ------------   ------------
                                                 1999           1998
                                                 ----           ----
                                              (Unaudited)    (Unaudited)
<S>                                          <C>            <C>
                  ASSETS                                    
                  ------                                    
CURRENT ASSETS:                                             
  Cash                                        $   17,442     $   18,679
  Trade accounts receivable,                                
      less allowance of $9,640 and $10,140       327,931        323,178
  Spare parts and fuel inventory                  42,955         39,726
  Deferred income tax assets                      29,621         28,508
  Prepaid expenses and other                      24,570         25,697
                                              ----------     ----------
     TOTAL CURRENT ASSETS                        442,519        435,788
                                                            
PROPERTY AND EQUIPMENT, NET                    1,057,972      1,021,885
                                                            
EQUIPMENT DEPOSITS and OTHER ASSETS               44,238         43,904
                                              ----------     ----------
TOTAL ASSETS                                  $1,544,729     $1,501,577
                                              ==========     ==========
                                                            
   LIABILITIES AND SHAREHOLDERS' EQUITY                     
   ------------------------------------                     
CURRENT LIABILITIES:                                        
  Accounts payable                            $  135,776     $  153,000
  Salaries, wages and related taxes               72,034         77,030
  Accrued expenses                                80,603         93,997
  Income taxes payable                            18,535          8,820
  Current portion of debt                            416            410
                                              ----------     ----------
     TOTAL CURRENT LIABILITIES                   307,364        333,257
                                                            
LONG-TERM DEBT                                   282,077        249,149
                                                            
DEFERRED INCOME TAX LIABILITIES                   90,754         88,838
                                                            
OTHER LIABILITIES                                 67,542         61,181
                                                            
SHAREHOLDERS' EQUITY:                                       
  Preferred Stock, without par value -                      
    Authorized 5,200,000 shares,                            
        no shares issued                                    
  Common stock, par value $1 per share -                    
    Authorized 120,000,000 shares                           
    Issued 51,103,673 and 50,818,493 shares       51,104         50,819
  Additional paid-in capital                     298,146        293,629
  Retained earnings                              486,842        463,539
  Accumulated other comprehensive income             501            766
                                              ----------     ----------
                                                 836,593        808,753
  Treasury stock, 2,497,078 and 2,497,078        (39,601)       (39,601)
    shares, at cost                           ----------     ----------
                                                 796,992        769,152
                                              ----------     ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $1,544,729     $1,501,577
                                              ==========     ==========
</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
                                                      ------------------
                                                      1999         1998
                                                      ----         ----
<S>                                                <C>          <C>
OPERATING ACTIVITIES:                                           
  Net Earnings                                       $ 25,244     $ 32,360
  Adjustments to reconcile net earnings to                      
    net cash provided by operating activities:                  
      Depreciation and amortization                    44,745       41,302
      Provision for aircraft engine overhauls           4,868        3,586
      Deferred income taxes                               792        6,442
      Other                                             6,407       (1,076)
                                                     --------     --------
  CASH PROVIDED BY OPERATIONS                          82,056       82,614
                                                                
    Change in:                                                  
      Receivables                                      (4,753)       2,428
      Inventories and prepaid expenses                 (2,102)         885
      Accounts payable                                (17,212)      (7,382)
      Accrued expenses, salaries and taxes payable     (8,675)     (28,005)
                                                     --------     --------
  NET CASH PROVIDED BY OPERATING ACTIVITIES            49,314       50,540
                                                                
INVESTING ACTIVITIES:                                           
  Additions to property and equipment                 (80,327)     (47,949)
  Disposition of property and equipment                    29          136
  Expenditures for engine overhauls                    (4,918)      (4,238)
  Other                                                (1,130)      (2,088)
                                                     --------     --------
  NET CASH USED IN INVESTING ACTIVITIES               (86,346)     (54,139)
                                                                
FINANCING ACTIVITIES:                                           
  Proceeds (payments) on bank notes, net               33,000       (1,500)
  Principal payments on debt                              (66)         (62)
  Proceeds from common stock issuance                   4,802        3,678
  Dividends paid                                       (1,941)      (1,876)
                                                     --------     --------
  NET CASH PROVIDED BY FINANCING ACTIVITIES            35,795          240
                                                     --------     --------
                                                                
NET DECREASE IN CASH                                   (1,237)      (3,359)
                                                                
CASH AT JANUARY 1                                      18,679       25,525
                                                     --------     --------
CASH AT MARCH 31                                     $ 17,442     $ 22,166
                                                     ========     ========
</TABLE>
              See notes to consolidated financial statements.





               AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        March 31, 1999 (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
1999 presentation.

NOTE B--LONG-TERM DEBT:

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

<CAPTION>
                                              March 31      December 31
                                                1999           1998
                                                ----           ----
                                                  (In thousands)
<S>                                        <C>            <C>
Senior debt:                                              
  Revolving bank credit                      $ 45,000       $      -
  Notes payable                                17,000         29,000
  Senior notes                                200,000        200,000
  Revenue bonds                                13,200         13,200
  Other debt                                    7,293          7,359
                                             --------       --------
                                              282,493        249,559
Less current portion                              416            410
                                             --------       --------
                                             $282,077       $249,149
                                             ========       ========
                                                          
</TABLE>

NOTE C--EARNINGS PER SHARE:

Basic earnings per share are based upon the weighted average number of
common shares outstanding during the interim period.  Diluted earnings per
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.

<TABLE>
Weighted average shares outstanding used in earnings per share computations
were as follows:
<CAPTION>
                                              Three Months Ended
                                              ------------------
                                                   March 31
                                                   -------
                                             1999            1998
                                             ----            ----
<S>                                     <C>             <C>
WEIGHTED AVERAGE SHARES OUTSTANDING:                                  
  Basic                                   48,479,073        50,026,298
  Diluted                                 49,352,658        51,181,203

</TABLE>



NOTE D-SEGMENT INFORMATION

The Company has organized its business into two reportable operating
segments.  The domestic segment derives its revenues from the door-to-door
delivery of small packages and documents throughout the United States,
Canada, and Puerto Rico.  Domestic operations are supported principally by
Company operated aircraft and facilities.  The international segment
derives its revenues from express door-to-door delivery and a variety of
freight services.  International revenues are recognized on shipments where
the origin and/or destination is outside of locations supported by the
domestic segment.  The Company uses a variable cost approach to delivering
international services through use of existing commercial airline capacity
in connection with its domestic network and independent express and freight
agents in locations not currently served by Company-owned foreign
operations.

<TABLE>
The following is a summary of key segment information (in thousands):
<CAPTION>
                                              Three Months Ended
                                              ------------------
                                                   March 31
                                                   -------
                                             1999            1998
                                             ----            ----
<S>                                     <C>             <C>
SEGMENT REVENUES:                                                     
  Domestic                                  $681,261          $662,518
  International                               88,170            87,675
                                          ----------        ----------
                                            $769,431          $750,193
                                          ==========        ==========
SEGMENT EARNINGS FROM OPERATIONS:                                     
  Domestic                                   $44,348           $58,347
  International                                  628              (811)
                                          ----------        ----------
                                             $44,976           $57,536
                                          ==========        ==========

</TABLE>

NOTE E-OTHER COMPREHENSIVE INCOME

<TABLE>
Other comprehensive income includes the following transactions and tax
effects for the three month period ended March 31, 1999 (in thousands):
<CAPTION>
                                                     Income Tax       
                                            Before    (Expense)    Net of
                                             Tax     or Benefit     Tax
                                            ------   ----------    ------
<S>                                       <C>        <C>         <C>
Unrealized securities losses arising                             
   during the period                      $  (361)   $    139    $  (222)
Less: Reclassification adjustment for                            
   gains realized in net income               (65)         25        (40)
                                          -------     -------     -------
Net unrealized securities losses             (426)        164       (262)
Foreign currency translation adjustments       (6)          3         (3)
                                          -------     -------     -------
Other comprehensive income                $  (432)    $   167     $ (265)
                                          =======     =======     =======
</TABLE>




NOTE F-NEW ACCOUNTING PRONOUNCEMENTS:

ACCOUNTING FOR DERIVATIVE INSTRUMENTS:
     
In 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which will be effective for fiscal year
2000.  SFAS No. 133 requires an entity to recognize all derivatives as
either assets or liabilities in the statement of financial position and
measure those instruments at fair value.

The Company has entered into certain derivative contracts with financial
institutions to limit its exposure to volatility in jet fuel prices.  Under
terms of the contracts, the Company either makes or receives payments if
the market price of heating oil, as determined by an index of monthly NYMEX
Heating Oil futures contracts, is lower or exceeds certain prices agreed to
between the Company and the financial institutions.  The contracts, which
have no cost basis, are accounted for as hedges since there has
historically existed a high correlation between the changes in the NYMEX
index and the price of jet fuel.  Settlements are made in cash and are
recorded in the earnings statement in the period of settlement as either an
increase or decrease to fuel expense.
     
Under the cash flow hedge provisions of SFAS No. 133, the Company will be
required to record the contracts at fair value, with corresponding changes
in fair value recorded as a component of other comprehensive income.  The
Company has not adopted the provisions of SFAS No. 133 as of March 31,
1999.  However, if the provisions of the statement had been adopted, a
cumulative charge of $74,000, net of tax, would have been recorded to
shareholder's equity and a credit to comprehensive income of approximately
$2,490,000 would have been reported for the three month period ended March
31, 1999.





                  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 1999 was below
management's expectations.  A growth rate of less than 1% in domestic
shipments, and additional operating expenses related to a couple of periods
of severe weather were factors impacting operating results.  Also, from a
comparative standpoint, the first quarter of 1998 is a difficult comparison
as domestic volume was very strong and winter weather was probably as mild
as ever experienced in a first quarter.

Net earnings for the first quarter of 1999 were $25.2 million, or $.51 per
share on a diluted basis, compared to net earnings of $32.4 million, or
$.63 per share for the comparable period of 1998.  The Company estimates
that weather related costs in excess of normal expenditures reduced
earnings by at least $.06 per share in the first quarter of 1999.

<TABLE>

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

<CAPTION>
                                        Three Months Ended March 31
                                        ---------------------------
                                            1999           1998
                                            ----           ----
<S>                                     <C>            <C>
Shipments (in thousands):                              
   Domestic                                            
     Overnight                             46,321         45,759
     Next Afternoon Service                14,684         14,383
     Second Day Service                    17,814         18,011
     100 Lbs. and Over                         75             91
                                           ------         ------
     Total Domestic                        78,894         78,244
                                           ------         ------
   International                                       
     Express                                1,577          1,389
     Freight                                   99            110
                                           ------         ------
     Total International                    1,676          1,499
                                           ------         ------
   Total Shipments                         80,570         79,743
                                           ======         ======
Average Pounds per Shipment:                           
   Domestic                                  4.21           4.36
   International                            43.12          44.15
                                                       
Average Revenue per Pound:
   Domestic                                $ 2.02         $ 1.92
   International                           $ 1.20         $ 1.31
                                                       
Average Revenue per Shipment:
   Domestic                                $ 8.64         $ 8.46
   International                           $52.60         $58.49
                                                       
</TABLE>




Total shipments increased 1.0% in the first quarter of 1999 compared to
15.6% in the first quarter of 1998.  Total revenues increased 2.6% in the
first quarter of 1999 compared to 14.4% in the first quarter of 1998.

Domestic revenue growth for the first quarter of 1999 was impacted by the
relatively flat growth in all categories of domestic shipments.  Domestic
revenues increased 2.8% in the first quarter of 1999 compared to 17.9% in
the comparable period of 1998.  Although the growth rate in domestic
revenue was much lower than last year, the fact that it exceeded the growth
rate in shipments for the quarter continues a positive trend related to the
Company's continuing focus on yield enhancements.  The average revenue per
domestic shipment increased 2.1% to $8.64 in the first quarter of 1999
compared to the first quarter of 1998.

Overnight shipments accounted for 58.7% of total domestic shipments in the
first quarter of 1999, comparable to the overnight shipment percentage
achieved in the first quarter of 1998.  The higher yielding overnight
shipments increased 1.2% in the first quarter of 1999, compared to 15.4% in
the corresponding 1998 period.  The Company's Next Afternoon Service
shipments increased 2.1% and the Second Day Service shipments decreased
1.1% in 1998 compared to growth of 18.2% and 13.9%, respectively, in the
first quarter of 1998.

International revenues increased 0.6% in the first quarter of 1999 compared
to a decrease of 6.1% in the comparable period of 1998.  Shipments in the
heavier weight, higher revenue per shipment freight segment decreased 10.2%
in the first quarter of 1999.  Mitigating some of the weakness in freight
volumes, the Company experienced strong growth in its international express
segment.  International express shipments increased 13.6% in the first
quarter of 1999 compared to 17.6% in the corresponding period of 1998.
International segment contribution to earnings from operations was
$.6 million for the first quarter of 1999 compared to a loss of $.8 million
in the comparable period of 1998.

Operating expenses as a percentage of revenues were 94.2% for the first
quarter of 1999 compared to 92.3% in the corresponding period of 1998 and
92.4% for all of 1998. The Company experienced a 3.0% decline in
productivity for the first quarter of 1999, compared to the first quarter
of 1998, as measured by shipments handled per paid employee hour.
Additional operating costs related to severe weather, primarily in station
and ground and flight operations costs, and the decline in productivity
were significant factors having a negative impact on 1999 operating
results.  Operating cost per shipment handled increased 3.5% to $8.99 for
the first quarter of 1999 compared to the first quarter of 1998.
Comparisons of certain operating expense components are discussed below.

Transportation purchased decreased as a percentage of revenues to 30.4% in
the first quarter of 1999 compared to 30.7% in the comparable period of
1998.  This decrease was primarily due to commercial airline costs which
were lower in total and as a percentage of total revenues in the first
quarter of 1999 due to the decline in international freight shipments.

Station and ground expense increased to 31.4% of revenues in the first
quarter of 1999 compared to 29.7% in the first quarter of 1998.  The
decline in productivity and the weather related costs incurred in the
quarter had a negative impact on this category of expense.

Flight operations and maintenance expense as a percentage of revenues
during the first quarter of 1999 was 15.9%, compared to 15.6% in the first
quarter of 1998.  The average aviation fuel price for the first quarter of
1999 was $.49 per gallon compared to $.62 per gallon in the first quarter
of 1998.  Aviation fuel consumption increased to 44.6 million gallons in
the first quarter of 1999, a 1.1% increase over the first quarter of 1998.
As a result of fuel hedging contracts, the Company incurred $2.4 million of
expense in the first quarter of 1999 compared to $1.0 million in the first
quarter of 1998.  Offsetting the lower fuel costs were higher costs
associated with periodic aircraft maintenance checks and weather related
expenses.

General and administrative expense was 7.7% of revenues in the first
quarter of 1999 compared to 8.0% in the comparable period of 1998.  This
category of cost decreased in total and as a percentage of revenues
primarily due to the continued strong cost controls over labor and
discretionary costs.

The increase in depreciation and amortization expense in the first quarter
of 1999 is due in large part to the increased number of aircraft in service
since the first quarter of 1998.

Interest expense in the first quarter of 1999 was lower than the first
quarter of 1998 due to the higher level of capitalized interest expense in
the first quarter of 1999.  Also, the benefit of lower average effective
interest rates was offset by the impact of modestly higher levels of
average outstanding borrowings in the first quarter of 1999 compared to the
similar period of 1998.

The Company's effective tax rate was 38.9% in the first quarter of 1999
compared to 39.7% in the first quarter of 1998 and 38.0% for all of 1998.


YEAR 2000 ISSUE:

The Company has implemented a compliance program to address the challenges
Year 2000 issues may present to its business.  This program includes
computer systems and applications operated by the Company, computer systems
of third parties upon whose data or functionality the Company relies, and
certain other fixed assets, including aircraft, which contain date
sensitive technology critical to their operation.

Modifications to the Company's critical operational and financial systems
and conversions to new software were substantially complete at the end of
1998. Testing of these critical systems and software as well as remediation
efforts and related testing on less critical applications are scheduled to
be completed before July 1999.

As part of the compliance program, the Company has also initiated
communications with third parties - primarily customers, vendors, airport
authorities, and other governmental agencies (domestic and foreign),
including the Federal Aviation Administration - whose failure to have Year
2000 compliant systems could have an adverse impact on the Company's
operations.  The Company is scheduling testing of customer interfaces of
shipment information as this data is critical to providing services and
billing.

Although the Company does not believe the Year 2000 issue will have a
material impact on its operations, there can be no guarantee that the
Company's or any third party's Year 2000 remediation efforts will be fully
compliant.  If noncompliance is extensive and, in the worse case, involves
some form of temporary suspension of operations, this could have a material
adverse effect on the Company's business, financial condition and results
of operations.

In an attempt to mitigate the risk of noncompliance, the Company is in the
process of developing contingency plans regarding critical systems should
they fail to become Year 2000 compliant. These plans are focusing on the
Company's own critical operational and financial systems as well as
customer interfaces of shipment information.  Contingency plans covering
the failure of material third party systems will also be developed as their
status of readiness becomes fully known.

Management estimates the total cost of the Year 2000 compliance program to
be approximately $4.0 million, of which $2.0 million has been incurred
through March 31, 1999.  Total information technology costs are not
expected to differ from the normal recurring costs that are incurred for
systems development, in part due to the reallocation of internal resources
and the deferral of other projects.  These costs could differ if either the
scope or schedule of the compliance program is altered.  Funding of the
compliance program is from internal cash flows.


LIQUIDITY AND CAPITAL RESOURCES:

Cash provided by operations net of change in working capital for the first
quarter of 1999 was $49 million, compared to $51 million in the first
quarter of 1998.

Capital expenditures continue to be a primary factor affecting the
financial condition of the Company.  The Company anticipates total capital
expenditures to approximate $350 million in 1999.  During the first quarter
of 1999, total capital expenditures net of dispositions were $80 million.
Cash provided by operations and bank borrowings were the primary sources
for funding capital expenditures in the first quarter of 1999.

The Company's strong operating cash flow is a major source of liquidity.
Also, 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.
With the higher level of capital expenditures in 1999 compared to 1998,
reliance on the bank facilities has increased, with a total of $62.0
million outstanding at March 31, 1999 under the revolving bank credit and
money market credit lines, compared to $29.0 million outstanding at
December 31, 1998 and $28.5 million outstanding at March 31, 1998.

In management's opinion, the available capacity under the bank credit
agreements coupled with internally generated cash flow from remaining 1999
operations should provide adequate flexibility to finance anticipated
capital expenditures for the balance of 1999.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

There have been no material changes in the Company's market risk sensitive
instruments and positions since its disclosure in its Annual Report on Form
10-K for the year ended December 31, 1998.  See Note F of the Notes to
Consolidated Financial Statements to this Form 10-Q for further discussion
regarding the Company's fuel hedging activities.





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

Item 4.   Submission of Matters to a Vote of Security Holders.

The annual meeting of Airborne Freight Corporation was held at The Westin
Hotel, 1900 Fifth Avenue, Seattle, Washington 98101 on April 27, 1999. A
total of 44,662,944 shares were represented at the meeting comprising 92.0%
of the outstanding shares of the Company entitled to vote at the meeting on
the record date (February 22, 1999).

The following directors were duly elected for terms ending in 2002, in each
case by an affirmative vote in excess of 99.7% of the shares represented at
the meeting:
                                      Number of Shares
                                         Voted For
                                         ---------
     Robert G. Brazier                  44,551,577
     James H. Carey                     44,541,915
     Andrew B. Kim                      44,551,173

The following are continuing directors with terms expiring as indicated:

     Terms Expiring in 2000             Terms Expiring in 2001
     ----------------------             ----------------------
     Robert S. Cline                    Andrew F. Brimmer
     Richard M. Rosenberg               Harold M. Messmer
     William Swindells                  Mary Agnes Wilderotter

Additionally, Andrew F. Brimmer retired from the Board of Directors
following the annual meeting because he had reached the age of 72.
Rosalie J. Wolf, Treasurer and Chief Investment Officer of The Rockefeller
Foundation, was appointed to the Board replacing Mr. Brimmer.

The shareholders, by an affirmative vote in excess of 66.0% of the votes
cast at the meeting, approved a non-binding request that the Board of
Directors take all necessary steps to elect the entire Board of Directors
each year as set forth in the proxy statement.

The Airborne Board of Directors on the same date, April 27, 1999, reelected
all existing executive officers, including Robert S. Cline as Chairman and
Chief Executive Officer, and Robert G. Brazier as President and Chief
Operating Officer.

The Board of Directors also declared a quarterly cash dividend of $0.04 per
share on the Common Stock of the Company payable on May 25, 1999 to
shareholders of record on May 11, 1999.

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

     (a)  Exhibits -

EXHIBIT NO. 27   Financial Data Schedule




                                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:     5/13/99                       /s/Roy C. Liljebeck
          -------                       --------------------
                                        Roy C. Liljebeck
                                        Executive Vice President,
                                        Chief Financial Officer
                                        
                                        
Date:     5/13/99                       /s/Lanny H. Michael
          -------                       -------------------
                                        Lanny H. Michael
                                        Senior Vice President,
                                        Treasurer and Controller
                                        
</TABLE>