EXHIBIT 3(b)
                                     
                                  BY-LAWS
                                     
                                    OF
                                     
                       AIRBORNE FREIGHT CORPORATION
                                     
                         (A Delaware Corporation)
                                     
                          (As Amended to 2/04/97)
                                     
                                 ARTICLE I
                                 ---------
                                     
                                  Offices
                                  -------

     1.   Registered Office.  The registered office of the corporation
shall be located at such address as shall be designated by the Board of
Directors within the City of Wilmington, Delaware.

     2.   Other Offices.  The corporation may have other offices, within or
outside the State of Delaware and within or outside the United States, at
such place or places as the Board of Directors may appoint from time to
time or the business of the corporation may require.
                                     
                                     
                                ARTICLE II
                                ----------
                                     
                          Shareholders' Meetings
                          ----------------------

     1.   All meetings of the shareholders shall be held at the principal
office of the corporation or at such other place as shall be determined
from time to time by the Board of Directors, and the place at which such
meeting shall be held shall be stated in the notice and call of the
meeting.

     2.   The annual meeting of the shareholders for the election of
directors and for the transaction of such other business as may properly
come before the meeting shall be held each year on the fourth Tuesday in
April, at the hour of 10 a.m., if not a legal holiday, or, if a legal
holiday, then on the day following, at the same hour.  If the annual
meeting of the shareholders be not held as herein prescribed, the election
of directors may be held at any meeting called pursuant to these By-laws
and the laws of the State of Delaware.

     3.   At an annual meeting of shareholders, an item of business may be
conducted, and a proposal may be considered and acted upon, only if such
item or proposal is brought before the annual meeting (a) by, or at the
direction of, the Board of Directors, or (b) by any shareholder of the
corporation who is entitled to vote at the meeting and who complies with
the procedures set forth in the remainder of this Section 3.  This
Section 3 shall not apply to matters of

                                    -1-

procedure, which shall instead be subject to the authority of the presiding
officer at the meeting.

     For an item of business or proposal to be brought before an annual
meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the corporation.  To be timely, a
shareholder's notice must be delivered to, or mailed and received at, the
principal office of the corporation not less than ninety (90) days prior to
the date scheduled for the annual meeting (regardless of any postponements,
deferrals or adjournments of that meeting to a later date), or, if notice
or public disclosure of the date scheduled for the annual meeting is not
given or made at least one hundred (100) days prior thereto, not more than
ten (10) days following the day on which notice of the date scheduled for
the annual meeting is mailed or the day on which disclosure of that date is
made, whichever is earlier.

     A shareholder's notice to the Secretary under this Section 3 shall set
forth, as to each item of business or proposal the shareholder intends to
bring before the annual meeting (i) a brief description of the item of
business or proposal and the reasons for bringing it before the annual
meeting, (ii) the name and address, as they appear on the corporation's
books, of the shareholder and of any other shareholders that the
shareholder knows or anticipates will support the item of business or
proposal, (iii) the number and class of shares of stock of the corporation
that are beneficially owned on the date of such notice by the shareholder
and by any such other shareholders, (iv) any financial interest of the
shareholder or any such other shareholders in such item of business or
proposal, (v) a statement as to whether such shareholder and any such other
shareholders intend to solicit proxies in support of such proposals and
(vi) in the case of nominations of directors, the existence and nature of
any financial or other arrangements or understandings between such
directors and such shareholder or such other shareholders pursuant to which
such nominations are being made.

     The Board of Directors, or a designated committee thereof, may reject
a shareholder's notice that is not timely given in accordance with the
terms of this Section 3.  If the Board of Directors, or a designated
committee thereof, determines that the information provided in
a shareholder's notice does not satisfy the requirements of this Section 3
in any material respect, the Secretary of the corporation shall notify the
shareholder of the deficiency in the notice.  The shareholder shall have an
opportunity to cure the deficiency by providing additional information to
the Secretary within such period of time, not to exceed five (5) days from
the date such deficiency notice is given to the shareholder, as the Board
of Directors or such committee shall reasonably determine.  If the
deficiency is not cured within such period, or if the Board of Directors or
such committee determines that the additional information provided by the
shareholder, together with information
                                     
                                    -2-

previously provided, does not satisfy the requirements of this Section 3 in
any material respect, then the Board of Directors or such committee may
reject the shareholder's notice.

     Notwithstanding the procedures set forth above in this Section 3, if a
shareholder desires to bring an item of business or proposal before an
annual meeting (it being understood that, except as may be required by law,
a shareholder shall not have the right to bring an item of business or
proposal before a special meeting), and neither the Board of Directors nor
any committee thereof has made a prior determination of whether the
shareholder has complied with the procedures set forth in this Section 3 in
connection with such item of business or proposal, then the chairman of the
annual meeting shall determine and declare at the annual meeting whether
the shareholder has so complied.  If the chairman determines that the
shareholder has so complied, then the chairman shall so state and ballots
shall be provided for use at the meeting with respect to such item of
business or proposal.  If the chairman determines that the shareholder has
not so complied, then, unless the chairman, in his sole and absolute
discretion, determines to waive such compliance, the chairman shall state
that the shareholder has not so complied and the item of business or
proposal shall not be brought before the annual meeting.

     This Section 3 shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports,
no item of business may be conducted, and no proposal may be considered and
acted upon, unless there has been compliance with the procedures set forth
in this Section 3 in connection therewith.

     4.   At the annual meeting of shareholders, the order of business
shall be as follows unless otherwise determined by the presiding officer:

          (a)  Calling the meeting to order;

          (b)  Proof of notice of meeting and proxy report;

          (c)  Reading of minutes of last annual meeting;

          (d)  Reports of officers;

          (e)  Reports of committees;

          (f)  Confirmation of selection of independent
               accountants;
                                     
                                    -3-

          (g)  Election of directors; and

          (h)  Miscellaneous business.

     5.   Special meetings of the shareholders for any purpose other than
those regulated by statute may be called at any time by the Board of
Directors and shall be called by the Secretary at any time, upon written
request of the Chief Executive Officer or of any two directors.

     6.   Notice of the time and place of the annual meeting or of any
special meeting of shareholders shall be given by delivering or by mailing
a written or printed notice of the same at least ten days, and not more
than sixty days, prior to the meeting, with postage prepaid, to each
shareholder of record entitled to vote at such meeting and addressed to the
shareholder's last known post office address appearing on the books of the
corporation.

     Notice of any shareholders' meeting may be waived in writing by any
shareholder at any time.

     7.   Except as otherwise required by the Certificate of Incorporation
or by law:

          (a)  A quorum at any annual or special meeting of shareholders
          shall consist of shareholders representing, either in person or by
          proxy, a majority of the outstanding shares of the corporation
          entitled to vote at such meeting;

          (b)  If a quorum be not present at a properly called
          shareholders' meeting, the meeting may be adjourned by those present,
          without new notice being given; provided, however, that any meeting at
          which directors are to be elected shall be adjourned only from day to
          day until such directors have been elected, and a quorum established
          at any time during such meeting, including adjournments thereof, shall
          constitute a quorum for the purpose of electing directors;

          (c)  At any properly called meeting or adjourned meeting of
          shareholders at which a quorum as in this paragraph 7 is defined is
          present (i) in all matters, other than the election of directors, the
          affirmative vote of the majority of shares present in person or
          represented by proxy and entitled to vote on the subject matter shall
          be the act of the shareholders, and (ii) directors shall be elected by
          a plurality of the votes of the shares present in person or
          represented by proxy at the meeting and entitled to vote on the
          election of directors; and
                                     
                                    -4-

          (d)  Every shareholder entitled to vote shall have the right to
          vote either in person or by proxy.
                                     
                                     
                                ARTICLE III
                                -----------
                                   Stock
                                   -----

     1.   Certificates representing shares of stock shall be issued in
numerical order, and each shareholder shall be entitled to a certificate
bearing signature or facsimile signature of the Chief Executive Officer,
President or Vice President, and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, certifying to the number of
shares owned.  Certificates bearing facsimile signatures of any of the
foregoing may be issued during a reasonable period following such person
leaving office.

     2.   Transfers of shares shall be made only upon the transfer books of
the corporation, kept at the office of the corporation or Registrar duly
authorized by the Board of Directors; and before a new certificate is
issued, the old certificates shall be surrendered for cancellation.

     3.   Registered shareholders only shall be entitled to be treated by
the corporation as the holders in fact of the shares standing in their
respective names, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any
other person, whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of the State of Delaware.

     4.   In case of loss or destruction of any certificate representing
shares of stock, another may be issued in its place upon proof of such loss
or destruction and upon the giving of a satisfactory bond or indemnity to
the corporation in such sum or in such manner as the Board of Directors may
provide.

     5.   In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date which shall not be more than sixty nor less than ten
days before the date of such meeting nor more than sixty days prior to any
other action.

                                    -5-
                                     
                                ARTICLE IV
                                ----------
                            Board of Directors
                            ------------------
                                     
     1.   The management of the affairs, property and interests of the
corporation shall be vested in the Board of Directors, consisting of no
less than eight and no more than twelve persons, as determined from time to
time by resolution of the Board of Directors.  The directors shall be
classified with respect to the time for which they shall severally hold
office, by dividing them into three classes, to be known as classes "A",
"B", and "C".  The number of directors in each of the three classes shall
be as determined from time to time by resolution of the Board of Directors.

     At each annual election, the successors to the class of directors
whose terms shall expire in that year shall be elected to hold office for
the term of three years so that the terms of office of one class of
directors shall expire in each year.  The terms of office of directors in
Class A shall expire in 1989 and every three years thereafter; the terms of
office of directors in Class B shall expire in 1990 and every three years
thereafter; and the terms of office of directors in Class C shall expire in
1988, and every three years thereafter.

     Upon any increase in the size of the Board of Directors, the
additional position(s) shall be filled by a vote of a majority of the
directors then in office, who shall designate, in conformity with the terms
of this Section 1, the class to which each additional director shall be
assigned.  Notwithstanding any other provision of these By-laws or of law,
no amendment of these By-laws that would have the effect of increasing the
number of directors of the corporation to a number larger than 12 shall be
valid unless approved by vote of the shareholders of the corporation.

     2.   Nominations of candidates for election as directors at an annual
meeting of shareholders may only be made (a) by, or at the direction of,
the Board of Directors, or (b) by any shareholder of the corporation who is
entitled to vote at the meeting and who complies with the procedures set
forth in the remainder of this Section 2.

     If a shareholder proposes to nominate one or more candidates for
election as directors at an annual meeting, the shareholder must have given
timely notice thereof in writing to the Secretary of the corporation.  To
be timely, a shareholder's notice must be delivered to, or mailed and
received at, the principal office of the corporation not less than seventy
(70) days prior to the date scheduled for the annual meeting (regardless of
any postponements, deferrals or adjournments of that meeting to a later
date), or, if notice or public disclosure of the date scheduled for the
annual meeting is not given or made at least eighty (80) days prior
thereto,
                                     
                                    -6-

not more than ten (10) days following the day on which notice of the date
scheduled for the annual meeting is mailed or the day on which disclosure
of that date is made, whichever is earlier.

     A shareholder's notice to the Secretary under this Section 2 shall set
forth, as to each person whom the shareholder proposes to nominate for
election as a director (a) the name, age, business address and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the number and class of shares of stock of the corporation that
are beneficially owned on the date of such notice by such person, and (d)
any other information relating to such person required to be disclosed in
solicitations of proxies with respect to nominees for election as directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934,
including but not limited to information required to be disclosed by
Schedule 14A of Regulation 14A, and any other information that the
shareholder would be required to file with the Securities and Exchange
Commission in connection with the shareholder's nomination of such person
as a candidate for director or the shareholder's opposition to any
candidate for director nominated by, or at the direction of, the Board of
Directors.  In addition to the above information, a shareholder's notice to
the Secretary under this Section 2 shall (i) set forth (A) the name and
address, as they appear on the corporation's books, of the shareholder and
of any other shareholders that the shareholder knows or anticipates will
support any candidate or candidates nominated by the shareholder, and (B)
the number and class of shares of stock of the corporation that are
beneficially owned on the date of such notice by the shareholder and by any
such other shareholders, and (ii) be accompanied by a written statement,
signed and acknowledged by each candidate nominated by the shareholder,
that the candidate agrees to be so nominated and to serve as a director of
the corporation if elected at the annual meeting.

     The Board of Directors, or a designated committee thereof, may reject
any shareholder's nomination of one or more candidates for election as
directors if the nomination is not made pursuant to a shareholder's notice
timely given in accordance with the terms of this Section 2.  If the Board
of Directors, or a designated committee thereof, determines that the
information provided in a shareholder's notice does not satisfy the
requirements of this Section 2 in any material respect, the Secretary of
the corporation shall notify the shareholder of the deficiency in the
notice.  The shareholder shall have an opportunity to cure the deficiency
by providing additional information to the Secretary within such period of
time, not to exceed five (5) days from the date such deficiency notice is
given to the shareholder, as the Board of Directors or such committee shall
reasonably determine.  If the deficiency is not cured within such period,
or if the Board of Directors or such committee determines that the
additional information provided by the shareholder, together with
information previously provided, does not satisfy the
                                     
                                    -7-

requirements of this Section 2 in any material respect, then the Board of
Directors or such committee may reject the shareholder's notice.

     Notwithstanding the procedures set forth above in this Section 2, if a
shareholder proposes to nominate one or more candidates for election as
directors at an annual meeting, and neither the Board of Directors nor any
committee thereof has made a prior determination of whether the shareholder
has complied with the procedures set forth in this Section 2 in connection
with such nomination, then the chairman of the annual meeting shall
determine and declare at the annual meeting whether the shareholder has so
complied.  If the chairman determines that the shareholder has so complied,
then the chairman shall so state and ballots shall be provided for use at
the meeting with respect to such nomination.  If the chairman determines
that the shareholder has not so complied, then, unless the chairman, in his
sole and absolute discretion, determines to waive such compliance, the
chairman shall state that the shareholder has not so complied and the
defective nomination shall be disregard.

     3.   Notwithstanding the power and authority of the Board of Directors
to amend these By-laws, including, without limitation, provisions relating
to the number of directors, the number of directors may at any time be
increased or decreased by a vote of the majority of the voting stock issued
and outstanding, at any regular or special meeting of shareholders, if the
notice of such meeting contains a statement of the proposed increase or
decrease; and in case of any such increase, the Board of Directors or the
shareholders, at any general or special meeting held before the Board of
Directors takes action, shall have power to elect such additional
directors, to hold office until the next annual meeting of the shareholders
and until their successors are elected and qualified.

     4.   All vacancies in the Board of Directors, whether caused by
resignation, death, or otherwise, may, except as otherwise provided in the
Certificate of Incorporation, be filled by a majority of the remaining
directors attending a stated or special meeting called for that purpose,
even though less than a quorum be present, or by the shareholders at any
regular or special meeting held prior to the filling of such vacancies by
the Board of Directors as above provided.  A director thus elected to fill
any vacancy shall hold office for the unexpired term of the newly created
position and until a successor is elected and qualified.

     5.   Regular meetings of the Board of Directors may be held without
notice at the principal office of the corporation or at such other place or
places as the Board of Directors may designate from time to time.  The
annual meeting of the Board shall be held without notice immediately
following the adjournment of the annual meeting of shareholders.
                                     
                                    -8-

     6.   Special meetings of the Board of Directors may be called at any
time by the Chairman or by any two directors, to be held at the principal
office of the corporation or at such other place or places as the Board of
Directors may designate from time to time.

     7.   The notice of all special meetings of the Board of Directors
shall be given to each director by delivering, telegraphing, or mailing a
written or printed notice of the same at least three days prior to the
meeting and, if by mail, with postage prepaid, Sundays and holidays
excluded; provided that if a meeting by telephone is to be held as
permitted by statute, verbal or written notice thereof shall be given at
least three hours prior to the scheduled time for such meeting.

     8.   The presence of one-half or more of the members of the whole
Board of Directors shall be necessary at all meetings to constitute a
quorum for the transaction of business, but less than a quorum may adjourn
any meeting which may be held on a subsequent date without further notice,
provided a quorum be present at such deferred meeting.

     9.   There may be an Executive Committee of the Board of Directors,
which, if constituted, shall meet on call of the Chief Executive Officer or
any two Committee members and shall be comprised of two salaried officer-
members and two outside members, or as otherwise determined by the Board of
Directors.  The Executive Committee may act for the full Board between
meetings and shall have such specific powers as delegated by the Board.

     Other standing or temporary committees may be appointed from its own
number by the Board of Directors from time to time, and the Board of
Directors may invest from time to time such Committee with powers as it may
see fit, subject to such other conditions as may be prescribed by the
Board.

     Each committee of the Board shall keep regular minutes of the
transaction of its meetings and shall cause them to be recorded in books
kept for that purpose in the office of the corporation and shall report the
same to the Board of Directors at its next meeting.

     10.  By resolution of the Board of Directors, a fixed annual sum and
attendance fee, together with expenses of attendance, if any, may be
allowed the directors who are not salaried by the corporation for their
services and for attendance at each regular or special meeting of such
Board; provided, that nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.  Members of special or standing
committees may be allowed like compensation for attending committee
meetings.

                                    -9-
                                     
                                 ARTICLE V
                                 ---------
                                 Officers
                                 --------

     1.   The officers of the corporation may include a Chairman of the
Board and Chief Executive Officer, a Vice Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, and a Treasurer and
may include one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Comptroller, and one or
more Assistant Comptrollers, all of whom shall hold office in the
discretion of the Board of Directors.  The Chairman of the Board and Chief
Executive Officer shall be a director, and any of the other officers may be
directors of the corporation.  Any person may hold more than one office, if
permitted by law.  The officers of the corporation shall have the following
duties, subject at all times to action of the Board of Directors:

     2.   Chairman of the Board:  The Chairman of the Board shall be
chairman of and preside at all meetings of the Board of Directors and all
meetings of the shareholders of the corporation; shall determine the agenda
for all such meetings; and may call special meetings of the Board of
Directors at such times, at such places, and for such purposes as the
Chairman shall determine.  The Chairman of the Board shall also be the
Chief Executive Officer and shall have general management and direction of
the business and of other officers of the corporation, including all powers
ordinarily incident thereto.  Except where by law the signature of the
President is required, the Chief Executive Officer shall possess the same
power to sign all certificates, contracts, and other instruments of the
corporation which may be authorized by the Board of Directors.  The Board
of Directors shall from time to time determine who shall exercise the
functions of the Chief Executive Officer during the absence or disability
of such officer.

     3.   Vice Chairman of the Board:  The Vice Chairman of the Board, if
one is appointed, shall exercise the functions of the Chairman during the
absence or disability of the Chairman.

     4.   President:  The President shall be the principal operating
officer of the corporation and shall exercise the functions of the Chairman
in the absence or disability of the Chairman and the Vice Chairman.

     5.   Vice Presidents:  The Executive Vice Presidents, Senior Vice
Presidents, Vice Presidents, and Assistant Vice Presidents shall have such
powers and discharge such duties as may be assigned from time to time by
the Chief Executive Officer or the Board of Directors.

                                   -10-

     6.   The Secretary and/or Assistant Secretary shall issue notices for
all meetings, except that notice for special meetings of directors called
at the request of two directors as provided in Section 6 of Article IV of
the By-laws may be issued by such directors; shall keep minutes of all
meetings; shall have charge of the seal and the corporate books; and shall
make such reports and perform such other duties as are incident to the
office or are properly required by the Board of Directors.

     7.   The Treasurer and/or Assistant Treasurer shall have the custody
of all moneys and securities of the corporation and shall keep regular
books of account; shall disburse the funds of the corporation in payment of
the just demands against the corporation or as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements; shall render
to the Board of Directors from time to time as may be required an account
of all transactions as may be assigned from time to time by Chief Executive
Officer or the Board of Directors.

     8.   In the case of absence or inability to act of any officer of the
corporation and of any person herein authorized to act in place thereof,
the Board of Directors may from time to time delegate the powers or duties
of such officer to any other officer or any director or other person whom
it may select.

     9.   Vacancies in any office arising from any cause may be filled by
the directors at any regular or special meeting.

     10.  The Board of Directors may appoint such other officers and agents
as it shall deem necessary or expedient, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors.

     11.  The salaries of all officers and agents of the corporation shall
be fixed by the Board of Directors.

     12.  The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
Board of Directors may be removed at any time, with or without cause, by
the affirmative vote of a majority of the whole Board of Directors.

     13.  The Board of Directors may, by resolution, require any and all of
the officers to give bonds to the corporation, with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices and to comply with such other conditions as may from
time to time be required by the Board of Directors.

                                   -11-
                                     
                                ARTICLE VI
                                ----------
                           Dividends and Finance
                           ---------------------

     1.   Dividends may be declared by the Board of Directors and paid out
of the annual net profits of the corporation or out of its net assets in
excess of its capital, subject to the conditions and limitations imposed by
the Certificate of Incorporation of the corporation and the laws of the
State of Delaware.

     2.   Before making any distribution of profits, there may be set aside
out of the net profits of the corporation such sums as the directors from
time to time in their absolute discretion deem expedient as a reserve fund
to meet contingencies, or for equalizing dividends, or for maintaining any
property of the corporation, or for any other purposes, and any profits of
any year not distributed as dividends shall be deemed to have been thus set
apart until otherwise disposed of by the Board of Directors.

     3.   The moneys of the corporation shall be deposited in the name of
the corporation in such bank or banks or trust company or trust companies
as the Board of Directors shall designate, and shall be drawn out only by
instrument signed by persons designated by resolution by the Board of
Directors.
                                     
                                     
                                ARTICLE VII
                                -----------
                                  Notices
                                  -------

     1.   Whenever the provisions of the statute or these By-laws require
notice to be given to any director, officer, or shareholder, they shall not
be construed to mean personal notice; such notice may be given in writing
by depositing the same in a post office or letter box, in a postpaid,
sealed wrapper, addressed to such director, officer, or shareholder at his
or her address as the same appears on the books of the corporation, and the
time when the same shall be mailed shall be deemed to be the time of the
giving of such notice.  Notice may also be given by telegraph, in which
event proof of delivery shall be required.

     2.   A waiver of any notice in writing, signed by a shareholder,
director, or officer, whether before or after the time stated in said
waiver for holding a meeting, shall be deemed equivalent to a notice
required to be given to any director, officer, or shareholder.

                                   -12-
                                     
                               ARTICLE VIII
                               ------------
                                   Seal
                                   ----

     The corporate seal of the corporation shall be in the form prescribed
by the Board of Directors.
                                     
                                     
                                ARTICLE IX
                                ----------
                                Amendments
                                ----------

     These By-laws may be altered, amended, or repealed by the Board of
Directors.

     The foregoing By-laws were duly adopted as the By-laws of Airborne
Freight Corporation, a Delaware corporation, on the 10th day of July, 1968,
by B.J. Consono, F.J. Obara, Jr., and A.D. Grier, being all of the
incorporators, and subsequently amended from time to time, most recently on
February 4, 1997.

                                   -13-