**EXHIBIT4(a)**

FIRSTSUPPLEMENTAL INDENTURE

FIRSTSUPPLEMENTAL INDENTURE, dated as of September 15, 1995, among AIRBORNEFREIGHT CORPORATION, a corporation duly organized and existing under the lawsof the State of Delaware (herein called the "Company"), having its principaloffice at 3101 Western Avenue, Seattle, Washington 98111, ABX AIR, INC., acorporation duly organized and existing under the laws of the State of Delaware(herein called "ABX"), having its principal office at 145 Hunter Drive,Wilmington, Ohio 45177, AIRBORNE FORWARDING CORPORATION, a corporation dulyorganized under the laws of the State of Delaware (herein called "AirborneForwarding"), having its principal office at 3101 Western Avenue, Seattle,Washington 98111, WILMINGTON AIR PARK, INC., a corporation duly organized andexisting under the laws of the State of Ohio (herein called "Wilmington AirPark"), having its principal office at 145 Hunter Drive, Wilmington, Ohio45177, AIRBORNE FTZ, INC., a corporation duly organized under the laws of theState of Ohio (herein called "Airborne FTZ"), having its principal office at145 Hunter Drive, Wilmington, Ohio 45177 (ABX, Airborne Forwarding,Wilmington Air Park and Airborne FTZ, being herein collectively referred to asthe "Guarantors" and each being individually referred to as a "Guarantor"), andTHE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein calledthe "Trustee"), supplementing that certain Indenture, dated as ofDecember 15, 1992 (the "Indenture"), among the Company, ABX, AirborneForwarding and the Trustee.

RECITALS OF THE COMPANY AND THE GUARANTORS

TheCompany, ABX and Airborne Forwarding have heretofore executed and delivered tothe Trustee the Indenture providing for the issuance from time to time of itsunsecured debentures, notes or other evidences of indebtedness (herein andtherein called the "Securities"), to be issued in one or more series as in theIndenture provided.

Section201 of the Indenture permits the form of the Securities of any series to beestablished pursuant to an indenture supplemental to the Indenture.

Section301 of the Indenture permits the terms of the Securities of any series to beestablished pursuant to an indenture supplemental to the Indenture.

Section901 of the Indenture provides, among other things, that, without the consent ofany Holders, the Company, when authorized by a Board Resolution of the Company,the Guarantors, when authorized by respective Board Resolutions of theGuarantors, and the Trustee, at any time and from time to time, may enter intoone or more indentures supplemental thereto, in form satisfactory to theTrustee, to (I) establish the form or terms of Securities of any Series aspermitted by Sections 201 and 301 of the Indenture and (II) add to, changeor eliminate any of the provisions of the Indenture in respect of one or moreseries of Securities, provided that any such addition, change orelimination (A) shall neither (i) apply to any Security of any seriescreated prior to the execution of such supplemental indenture and entitled tothe benefit of such provision nor (ii) modify the rights of the Holder ofany such Security with respect to such provision or (B) shall becomeeffective only when there is no such Security Outstanding.

The Company and the Guarantors,pursuant to the foregoing authority, propose in and by this First SupplementalIndenture to establish the terms and form of the Securities of a new seriesdenominated its "7.35% Notes Due September 15, 2005" (the "DesignatedSecurities") and to supplement the Indenture in certain respects with respectto the Designated Securities of such series, including the addition ofWilmington Air Park and Airborne FTZ as Guarantors.

All things necessary to make this FirstSupplemental Indenture a valid agreement of the Company and the Guarantors, anda valid supplement to the Indenture, in accordance with its terms, have beendone.

NOW, THEREFORE, THIS FIRST SUPPLEMENTALINDENTURE WITNESSETH:

For and in consideration of thepremises and the purchase of the Designated Securities by the Holders thereof,it is mutually agreed, for the equal and proportionate benefit of all Holdersof the Designated Securities, as follows:

ARTICLEONE

Definitions and Other Provisions

ofGeneral Application

Section 101.  Definitions.

(a)  Forall purposes of this First Supplemental Indenture, except as otherwiseexpressly provided or unless the context otherwise requires:

(1)  the terms defined in this Article have themeanings assigned to them in this Article and include the plural as well as thesingular;

(2)  capitalized terms used herein withoutdefinition shall have the meanings specified in the Indenture;

(3)  unless the context otherwise requires, anyreference to an "Article" or a "Section" refers to an Article or a Section, asthe case may be, of this First Supplemental Indenture; and

(4)  the words "herein," "hereof" and "hereunder"and other words of similar import refer to this First Supplemental Indenture asa whole and not to any particular Article, Section or other subdivision.

(b)  TheIndenture is hereby amended solely with respect to the Designated Securities byamending and restating in its entirety the definition of "Guarantors" set forthin Section 101 of the Indenture to read as follows:

"Guarantors" means ABX Air, Inc., acorporation duly organized and existing under the laws of the State ofDelaware, Airborne Forwarding Corporation, a corporation duly organized underthe laws of the State of Delaware, Wilmington Air Park, Inc., a corporationduly organized and existing under the laws of the State of Ohio, and AirborneFTZ, Inc., a corporation duly organized under the laws of the State of Ohio,except in the case any of such Persons has been released from its Guaranteeshereunder in accordance with Section 1404 hereof.

ARTICLE TWO

SecurityForm

Section 201.  Form of Securities of this Series.

The Designated Securities shall be inthe form attached hereto as Exhibit A.

ARTICLE THREE

The Series of Securities

Section301.  Title and Terms.

Thereis hereby created a series of Securities designated as the "7.35% Notes DueSeptember 15, 2005" of the Company.The stated maturity of the Designated Securities shall beSeptember 15, 2005, on which date all principal of the DesignatedSecurities shall become payable.

TheDesignated Securities shall bear interest at the rate of 7.35% per annum fromSeptember 15, 1995. Interest on the Designated Securities shall be payablesemiannually on March 15 and September 15 of each year, commencingMarch 15, 1996, until the principal thereof is made available forpayment.  The interest so payable, andpunctually paid or duly provided for, on any Interest Payment Date will be paidto the Persons in whose names the Designated Securities are registered at theclose of business on the Regular Record Date for such interest, which shall bethe March 1 or September 1 (whether or not a Business Day), as thecase may be, next preceding such Interest Payment Date.

Theaggregate principal amount of Designated Securities which may be authenticatedand delivered under this First Supplemental Indenture shall be limited to$100,000,000, except for Securities authenticated and delivered uponregistration of transfer of, or in exchange for, or in lieu of, otherSecurities of the same series pursuant to Section 304, 305, 306, 906 or 1107 ofthe Indenture and except for any Securities which, pursuant to Section 303 ofthe Indenture, are deemed never to have been authenticated and deliveredhereunder and under the Indenture.

Theprincipal of and interest on the Designated Securities shall be payable at theoffice or agency of the Company in the Borough of Manhattan, the City of NewYork, maintained for such purpose, and at any other office or agency maintainedby the Company for such purpose.

TheDesignated Securities shall be subject to both Defeasance and CovenantDefeasance as provided in Article Thirteen of the Indenture.

TheDesignated Securities shall be issued in the form of one or more GlobalSecurities, and The Depository Trust Company shall act as Depositary in respectthereof.

TheDesignated Securities may not be redeemed and shall not be subject to anysinking fund.

ARTICLEFOUR

Obligationof Guarantors

Section401.  Guarantee by Wilmington Air Parkand Airborne FTZ.

By execution and delivery hereof,Wilmington Air Park and Airborne FTZ each expressly agrees, solely with respectto the Designated Securities, to become a Guarantor under the Indenture and tobe bound by all terms and provisions therein made applicable thereby toWilmington Air Park and Airborne FTZ, including without limitation those setforth in Article Fourteen of the Indenture providing for the joint and severaland unconditional guarantees of the Designated Securities by the Guarantors.

ARTICLEFIVE

Miscellaneous

Section 501.  Miscellaneous.

(a)  TheTrustee accepts the trusts created by the Indenture, as supplemented by thisFirst Supplemental Indenture, and agrees to perform the same upon the terms andconditions of the Indenture, as supplemented hereby.

(b)  Therecitals contained herein shall be taken as statements of the Company or theGuarantors, as applicable, and the Trustee assumes no responsibility for theircorrectness.

(c)  Eachof the Company, ABX, Airborne Forwarding and the Trustee makes and reaffirms asof the date of execution of this First Supplemental Indenture all of itsrespective representations, covenants and agreements set forth in the Indentureas supplemented hereby.

(d)  Eachof Wilmington Air Park and Airborne FTZ makes, as of the date of execution ofthis First Supplemental Indenture, all of the respective representations,covenants and agreements set forth by the Guarantors in the Indenture assupplemented hereby.

(e)  Allcovenants and agreements in this First Supplemental Indenture by the Company,the Guarantors or the Trustee shall bind its respective successors and assigns,whether so expressed or not.

(f)  Exceptas otherwise provided herein, the Indenture shall remain in full force andeffect in accordance with its terms.

(g)  ThisFirst Supplemental Indenture shall have effect only with respect to theDesignated Securities.

(h)  ThisFirst Supplemental Indenture shall be deemed to be incorporated in, and made apart of, the Indenture; and the Indenture, as supplemented hereby, shall beread, taken and construed as one and the same instrument.

(i)  ThisFirst Supplemental Indenture, the Securities and the Guarantees endorsedthereon shall be governed by and construed in accordance with the law of theState of New York, but without regard to the principles of conflicts of law.

This instrument may be executed in anynumber of counterparts, each of which so executed shall be deemed to be anoriginal, but all such counterparts shall together constitute but one and thesame instrument.

 

IN WITNESS WHEREOF, the parties hereto have caused thisFirst Supplemental Indenture to be duly executed, and their respectivecorporate seals to be hereunto affixed, all as of the day and year first abovewritten.

[SEAL]                  AIRBORNE FREIGHT CORPORATION

 

 

 

                        By/s/ Roy C.Liljebeck            

 

Attest:

 

 

/s/David C. Anderson   

 

 

[SEAL]                  ABX AIR, INC.

 

 

 

                        By/s/ Carl Donaway                

 

Attest:

 

 

/s/Stephen E. DeForest

Secretary

 

[SEAL]                  AIRBORNE FORWARDINGCORPORATION

 

 

 

                        By/s/ Robert G.Brazier           

 

Attest:

 

 

/s/Roy C. Liljebeck    

Secretary

[SEAL]                  WILMINGTON AIR PARK, INC.

 

 

 

                        By/s/ Carl Donaway                

 

 

Attest:

 

 

/s/Stephen E. DeForest

Secretary

 

 

[SEAL]                  AIRBORNE FTZ, INC.

 

 

 

                        By/s/ Carl Donaway                

 

 

Attest:

 

 

/s/Stephen E. DeForest      

Secretary

 

 

[SEAL]                  THE BANK OF NEW YORK

 

 

 

                        By/s/ Vivian Lenz                 

 

 

Attest:

 

 

/s/                     

Secretary

STATEOF WASHINGTON       )

                          )ss.

COUNTY OF KING            )

On the 14th day of September, 1995, before me personallycame Roy C. Liljebeck, to me known, who, being by me duly sworn, did depose andsay that he is Executive Vice President and CFO of Airborne FreightCorporation, one of the corporations described in and which executed theforegoing instrument; that he knows the seal of said corporation; that the sealaffixed to said instrument is such corporate seal; that it was so affixed byauthority of the Board of Directors of said corporation; and that he signed hisname thereto by like authority.

 

/s/ Janell Cote                

Notary PublicState of Washington

Commission expires 7/31/99

 

 

STATEOF WASHINGTON       )

                          )ss.

COUNTY OF KING            )

On the 14th day of September, 1995, before me personallycame Carl Donaway, to me known, who, being by me duly sworn, did depose and saythat he is President and CEO of ABX Air, Inc., one of the corporationsdescribed in and which executed the foregoing instrument; that he knows theseal of said corporation; that the seal affixed to said instrument is suchcorporate seal; that it was so affixed by authority of the Board of Directorsof said corporation; and that he signed his name thereto by like authority.

 

/s/ Janell Cote                

Notary PublicState of Washington

Commission expires 7/31/99

 

STATEOF WASHINGTON       )

                          )ss.

COUNTY OF KING            )

On the 14th day of September, 1995, before me personallycame Robert G. Brazier, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Airborne Forwarding Corporation, one ofthe corporations described in and which executed the foregoing instrument; thathe knows the seal of said corporation; that the seal affixed to said instrumentis such corporate seal; that it was so affixed by authority of the Board ofDirectors of said corporation; and that he signed his name thereto by likeauthority.

 

/s/ Janell Cote                

Notary PublicState of Washington

Commission expires 7/31/99

 

 

STATEOF WASHINGTON       )

                          )ss.

COUNTY OF KING            )

On the 14th day of September, 1995, before me personallycame Carl Donaway, to me known, who, being by me duly sworn, did depose and saythat he is President of Wilmington Air Park, Inc., one of the corporationsdescribed in and which executed the foregoing instrument; that he knows theseal of said corporation; that the seal affixed to said instrument is suchcorporate seal; that it was so affixed by authority of the Board of Directorsof said corporation; and that he signed his name thereto by like authority.

 

/s/ Janell Cote                

Notary PublicState of Washington

Commission expires 7/31/99

 

STATEOF WASHINGTON       )

                          )ss.

COUNTY OF KING            )

On the 14th day of September, 1995, before me personallycame Carl Donaway, to me known, who, being by me duly sworn, did depose and saythat he is President of Airborne FTZ, Inc., one of the corporations describedin and which executed the foregoing instrument; that he knows the seal of saidcorporation; that the seal affixed to said instrument is such corporate seal;that it was so affixed by authority of the Board of Directors of saidcorporation; and that he signed his name thereto by like authority.

 

/s/ Janell Cote                

Notary PublicState of Washington

Commission expires 7/31/99

 

 

STATEOF NEW YORK         )

                          )ss.

CITY OF NEW YORK          )

On the 14th day of September, 1995, before me personallycame Vivian Lenz, to me known, who, being by me duly sworn, did depose and saythat she is Assistant Vice President of The Bank of New York, one of thecorporations described in and which executed the foregoing instrument; that sheknows the seal of said corporation; that the seal affixed to said instrument issuch corporate seal; that it was so affixed by authority of the Board of Directorsof said corporation; and that she signed her name thereto by like authority.

 

/s/ Timothy J. Shea            

TimothyJ. Shea

Notary Public, State of New York

No. 01SH5027547

Qualified in New York County

Commission expires May 5, 1996

291/258491.01

062201/1236/41000.00001