Mail Stop 3561

								November 2, 2005

 BY U.S. Mail and Facsimile [ (937) 382-2452 ]

Mr. Joseph C. Hete
   Chief Executive Officer
 ABX AIR, INC.
 145 Hunter Drive
 Wilmington, Ohio  45177

 	Re:	ABX Air, Inc.
 		Form 10-K for Fiscal Year Ended December 31, 2004
 		Filed March 16, 2005
 		File No. 0-50368

Dear Mr. Hete:

	We have reviewed the above referenced filing based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments that require
supplemental
information or revision in disclosure.  Where indicated, we think
you
should revise your documents in response to those comments in
future
filings with us.  Please confirm that such comments will be
complied
with.  If you disagree, we will consider your explanation as to
why
our comments are inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  After reviewing
the
information, we may or may not raise additional comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within 15 business days of the date of this letter.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.




FORM 10-K (Fiscal Year Ended December 31, 2004)

Management`s Discussion and Analysis, page 15

Results of Operations, page 19

1. On page 17, you state that depreciation and maintenance
expenses
are not reimbursable by DHL for the aircraft not in service for
DHL.
In view of the highly material $601 million impairment (write-off)
of
aircraft and its related parts and equipment as well as the $184
million transfer of property & equipment upon the separation from
Airborne in August 2003, it is unclear how much of these long-
lived
assets were not in service for DHL at the date of separation.  For
the assets not in service and therefore unreimbursable by DHL for
its
depreciation and maintenance expenses, the results of operations
on a
post-separation basis is favorably impacted by the exclusion of
depreciation and maintenance expense previously incurred on these
assets written-off or transferred at the separation date.  Please
tell us and expand the annual comparison data to disclose, as
appropriate, the amount of the (i) $785 million of long-lived
assets
not in service by DHL at the date of impairment and transfer; and
(ii) favorable impact on the post-separation results of operations
for the exclusion of depreciation and maintenance expense incurred
on
a historical basis prior to the write-off and transfer of these
assets.

Pension Plans, page 25

2. In view of the (i) material deficiency in funded status in your
defined benefit pension plan as presented in note 1 - page 56;
(ii)
amount of minimum pension liability recognized in fiscal 2004 that
approximated 20% of net earnings; and (iii) assumptions and
estimates
on this retirement obligation representing a critical accounting
policy, we believe you should expand the MD&A to also disclose the
individual impact on the funded status of the pension plan and
shareholders` equity adjustment (i.e. additional minimum pension
liability) for the hypothetical basis changes in each of the
estimates (i.e. discount rate, investment rate of return and
salaries
and wages) as well the aggregate impact on these two items for
changes on all of the estimates.  We also suggest that you set
forth
the above data as well as the pension expense impact data
currently
being disclosed in tabular format for ease of analysis and
understanding by investors.  Please revise accordingly.

Financial Condition, Liquidity and Capital Resources, page 26

3. We believe that registrants should generally include scheduled
interest payments in the table.  Interest on fixed rate
obligations
should be included at a minimum.  If interest on any obligations
is
not included in the table because it cannot be reliably estimated,
please disclose this fact and state the amounts and significant
terms
of those obligations in an accompanying footnote to the table.


Financial Statements

Note A - Capitalization of ABX, page 40

4. Please expand the note to specifically state that the stock
split
that occurred at the time of separation from Airborne through the
issuance of additional shares has been retroactively reflected in
the
computation of per share amounts and in the historical
consolidated
balance sheet for this change in capital structure.   Reference is
made to paragraph 54 of SFAS 128.

Note A - Impairment, page 41

5. Disclose the components of the $600.9 million impairment charge
by
type of aircraft, and also the impairment charges for aircraft-
related parts and equipment.  In addition, please disclose the per
share impact for the change made in accounting estimate of the
useful
lives of aircraft in accordance with paragraph 33 of APBO No. 20.

Note B - Spare Parts Inventory, page 44

6. From disclosure in Schedule II - page 70, we note the provision
for obsolescence on inventory has been significant in the last two
fiscal years.   Please tell us and expand your accounting policy
to
describe in more detail the methodology in estimating this
reserve.
Please specifically address how often management analyses this
reserve for reasonableness, the procedures used in estimating
inventory expected to be on hand as well as the events or
conditions
(e.g. changes in technology, etc.) that may warrant changes to
these
amounts or the anticipated useful life of the asset.

Note K - Segment Information, page 60

7. Disclosure in MD&A, page 18, and herein state that you operate
in
one reportable segment as the "all other" category does not
constitute a reportable segment.   However, we note that the
earnings
of "all other" represented in excess of 10% (or approximately
18.3%)
of fiscal 2004 consolidated earnings.  Therefore, it is unclear if
any of the three separate major activities of "all other"
individually met the quantitative threshold required to be
reported
as a separate segment under the guidance in paragraph 18(b) of
SFAS
No. 131.  Furthermore, if each of the activities do not meet the
quantitative threshold as specified in paragraph 18(b), it is
unclear
how you considered the guidance in paragraph 19 as the combination
of
information to produce a reportable segment require a majority of
the
aggregation criteria in paragraph 17 and similar economic
characteristics in accordance with the guidance in EITF 04-10.  In
this regard, it appears these separate activities (ACMI and
charter
services, part sales and aircraft maintenance services) may not be
similar under the areas and economic characteristics specified in
paragraph 17.    Please provide us your consideration and analysis
of
the above matters and tell us whether additional disclosures under
paragraphs 27-28 and 32 may be required in the notes.

8. In addition, we believe the MD&A should be expanded to
completely
and clearly discuss the reasons why the non-DHL activities provide
a
much higher contribution to results of operations relative to
revenues and whether you will try to expand the non-DHL business
in
the future or if there is any constraints in expanding these
activities.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

			In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

Closing

      You may contact Ms. Beverly A. Singleton at (202) 551-3328,
Staff Accountant, if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3816 with any other questions.

      Sincerely,



								Joe A. Foti
								Senior Assistant Chief
Accountant

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Joseph C. Hete
ABX Air, Inc.
November 2, 2005
Page 4