POWER OF ATTORNEY
        Know all by these presents, that the undersigned hereby constitutes and 
appoints Joseph C. Hete, Quint O. Turner and W. Joseph Payne, signing singly, 
the undersigned's true and lawful attorney-in-fact to:
        1.        prepare, sign, acknowledge, deliver and file for and on behalf of 
the undersigned, in the undersigned's capacity as an officer and/or director of 
ABX Air, Inc. (the "Company"), Forms 3, 4, and 5 and any amendments thereof in 
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the 
rules thereunder, with respect to securities or contracts of (or with respect 
to) the Company, and Form ID or other information to secure an access and any 

other code and/or CIK number to permit my filing via EDGAR;
        2.        do and perform any and all acts for and on behalf of the undersigned 
which may be necessary or desirable to complete and execute any such Form 3, 4, 
or 5 and timely file such form with the United States Securities and Exchange 
Commission and any stock exchange or similar authority; 
        3.        seek or obtain, as my representative and on my behalf, information 
concerning transactions in or with respect to the Company's securities from 
any third party, including brokers, employee benefit plans administrators and 
trustees, knowing that I hereby authorize any such person to release any such 
information to the attorney-in-fact and approve any such release of information; 
and
        4. &
nbsp;      take any other action of any type whatsoever in connection with the 
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, 
in the best interest of, or legally required by, the undersigned, it being 
understood that the documents executed by such attorney-in-fact on behalf of 
the undersigned pursuant to this Power of Attorney shall be in such form and 
shall contain such terms and conditions as such attorney-in-fact may approve 
in such attorney-in-fact's discretion.
        The undersigned hereby grants to each such attorney-in-fact full power and 
authority to do and perform any and every act and thing whatsoever requisite, 
necessary, or proper to be done in the exercise of any of the rights and powers 
herein granted, as fully to all intents and purposes as the undersigned might or 
could do if personally present, with full power of substitution or revocation, 
he
reby ratifying and confirming all that such attorney-in-fact, or such 
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be 
done by virtue of this power of attorney and the rights and powers herein 
granted.  This Power of Attorney authorizes, but does not require, each such 
attorney-in-fact to act in his or her discretion on information provided to such 
attorney-in-fact without independent verification of such information.  The 
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in 
such capacity at the request of the undersigned, are not assuming, nor is the 
Company assuming, any of the undersigned's responsibilities to comply with 
Section 16 of the Securities Exchange Act of 1934 or any liability I may have 
with respect to transactions reported or reportable thereunder.
        This Power of Attorney shall remain in full force and effect until the 
earlier of (a) ten years from
 the date of this Power of Agreement or (b) the 
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the 
undersigned's holdings of and transactions in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing delivered to the 
foregoing attorneys-in-fact.
        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to 
be executed as of this 7th day of May, 2004.
/s/ James E. Bushman
Signature

James E. Bushman
Name