8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report: March 25, 2002


                                 AIRBORNE, INC.
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               (Exact Name of Registrant as Specified in Charter)


        Delaware                   1-6512                   91-065027
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    (State or Other               Commission           (I.R.S. Employer
    Jurisdiction of               file number          Identification No.)
     Incorporation)

            310 Western Avenue, PO Box 662, Seattle, Washington 98111
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               (Address of Principal Executive Offices, Zip Code)


                                 (206) 285-4600
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              (Registrant's Telephone Number, Including Area Code)



Item 5:  Other Events

On March 19, 2002 the Company issued the press release attached hereto as
Exhibit 99.1.

On March 25, 2002 the Company issued the press release attached hereto as
Exhibit 99.2.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits.

      EXHIBIT     DESCRIPTION

      99.1        Press Release issued March 19, 2002.

      99.2        Press Release issued March 25, 2002.


                                   SIGNATURES

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

                                            AIRBORNE, INC.



Dated: March 25, 2002                       By: /s/ David C. Anderson
                                                ----------------------------
                                                David C. Anderson, Secretary

EX-99.1

                                                                    Exhibit 99.1

Airborne Announces Sale of 5.75% Convertible Senior Notes due 2007

SEATTLE, March 19

Airborne, Inc. (NYSE: ABF) announced today that it has agreed to sell 5.75%
Convertible Senior Notes due April 1, 2007 in a private offering resulting in
gross proceeds of approximately $125 million. Airborne has also granted one of
the initial purchasers an overallotment option to purchase up to an additional
$25 million aggregate principal amount of notes. Airborne stated that it intends
to use the net proceeds of the sale of the notes for repayment of Airborne
Express, Inc.'s $100 million of 8.875% Notes due December 15, 2002 at their
stated maturity, and for general corporate purposes.

The notes will bear interest at a rate of 5.75% per annum and will mature on
April 1, 2007.

The notes will be convertible into shares of Airborne's common stock, at the
option of the holder, at a conversion rate of 42.7599 shares per each $1,000
principal amount of notes, subject to adjustment in certain circumstances. This
is equivalent to a conversion price of $23.39 per share, which represents a 24%
premium over the last reported sale price of Airborne's common stock on March
19, 2002.

The offering is being made only to qualified institutional buyers.

The securities to be offered have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state securities laws, and
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.

Cautionary Statement: Airborne's statements in this press release that are not
historical facts, and that relate to future plans or events, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include Airborne's intention to
consummate the sale of the notes and its intended use of proceeds. The closing
of the sale of the notes is subject to customary conditions. There can be no
assurance that Airborne will complete the sale of the notes. In addition,
Airborne's business is subject to the risks described in Airborne's filings with
the Securities and Exchange Commission.

CONTACT: Lanny Michael, CFO of Airborne, Inc., 206-281-1003.

EX-99.2

                                                                    Exhibit 99.2

Airborne Announces Closing of 5.75%
Convertible Senior Notes Offering due 2007

Seattle, WA -- March 25, 2002

Airborne, Inc. (NYSE: ABF) announced today that it has closed a private offering
to two institutional purchasers of its 5.75% Convertible Senior Notes due April
1, 2007, resulting in gross proceeds of approximately $150 million, including
the proceeds from the exercise in full of the $25 million overallotment option
granted to one of the purchasers. Airborne stated that it intends to use the net
proceeds of the offering for repayment at maturity of Airborne Express, Inc.'s
$100 million of 8.875% Notes due December 15, 2002, and for general corporate
purposes.

The notes bear interest at a rate of 5.75% per annum and will mature on April 1,
2007. The notes are convertible into shares of Airborne's common stock, at the
option of the holder, at a conversion rate of 42.7599 shares per each $1,000
principal amount of notes, subject to adjustment in certain circumstances. This
is equivalent to a conversion price of approximately $23.39 per share.

The notes are expected to be resold by the initial purchasers to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933
(the "Securities Act"). The notes have not been registered under the Securities
Act or any state securities laws, and unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.

Cautionary Statement: Airborne's statements in this press release that are not
historical facts, and that relate to future plans or events, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include Airborne's intended use of
proceeds. Airborne's business is subject to the risks described in Airborne's
filings with the Securities and Exchange Commission.