8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported):  06/28/2007

ABX AIR, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-50368

DE	91-1091619
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices, including zip code)

(937) 382-5591

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 7.01.    Regulation FD Disclosure

On June 28, 2007, ABX Air, Inc. issued a press release acknowledging that it had received an unsolicited indication of interest from ASTAR Air Cargo Holdings, LLC to acquire all of the outstanding shares of ABX Air for $7.75 per share in cash.

A copy of the release is furnished herewith as Exhibit 99.1.

Subsequent to the issuance of the release, ABX Air retained the law firm of Sullivan & Cromwell LLP in lieu of the firm referenced in the release.

Item 9.01.    Financial Statements and Exhibits

Exhibit    Description

---------    ---------------

99.1          Press release issued by ABX Air, Inc. on June 28, 2007.

Signature(s)

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.

		ABX AIR, INC.
Date: July 05, 2007	By:	/s/    W. Joseph Payne
		W. Joseph Payne
		Vice President, General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	ABX Air, Inc. Receives Unsolicited Indication of Interest from Atar Air Cargo Holdings, LLC

EX-99.1 2 rrd165206_20790.htm ABX AIR, INC. RECEIVES UNSOLICITED INDICATION OF INTEREST FROM ATAR AIR CARGO HOLDINGS, LLC

ABX AIR, INC. RECEIVES UNSOLICITED INDICATION OF INTEREST FROM

ASTAR AIR CARGO HOLDINGS, LLC

WILMINGTON, Ohio - June 28, 2007 - ABX Air, Inc. (NASDAQ: ABXA) today acknowledged the receipt of an unsolicited indication of interest from ASTAR Air Cargo Holdings, LLC to acquire all of the outstanding shares of ABX Air for $7.75 per share in cash. No formal offer has yet been made.

The ABX Air Board of Directors, consistent with its fiduciary duties and commitment to enhancing value for shareholders, will evaluate this indication of interest as well as any formal offer actually made. The Company will respond in due course and neither the Board nor ABX Air management will make any other comment on the indication of interest until then.

Goldman, Sachs & Co. is acting as financial advisor to the Company. O'Melveny & Myers is serving as legal counsel.

ABX Air is a cargo airline that operates out of Wilmington, Ohio, and 17 hubs throughout the United States. In addition to providing airlift capacity and sort facility staffing to DHL, ABX Air provides charter, maintenance and package handling services to a diverse group of customers. ABX is the largest employer in a several-county area in southwestern Ohio.

Contact:

Quint Turner
ABX Air, Inc.
(937) 382-5591

Sard Verbinnen & Co

Brad Wilks/Erin Shaw

(312) 895-4700

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. ABX Air, Inc.'s actual results may differ materially from the results discussed in the forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, reductions in the scope of services under the commercial agreements with DHL, maintaining cost and service level performance, the ability to generate revenues from sources other than DHL, the ability to generate taxable earnings sufficient to realize certain tax benefits, and other factors that are contained from time to time in ABX Air's filings with the U.S. Securities and Exchange Commission, including ABX's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review this release and shou ld not place undue reliance on the Company's forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this release. ABX undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

ABX AIR, INC. RECEIVES UNSOLICITED INDICATION OF INTEREST FROM

ASTAR AIR CARGO HOLDINGS, LLC

WILMINGTON, Ohio - June 28, 2007 - ABX Air, Inc. (NASDAQ: ABXA) today acknowledged the receipt of an unsolicited indication of interest from ASTAR Air Cargo Holdings, LLC to acquire all of the outstanding shares of ABX Air for $7.75 per share in cash. No formal offer has yet been made.

The ABX Air Board of Directors, consistent with its fiduciary duties and commitment to enhancing value for shareholders, will evaluate this indication of interest as well as any formal offer actually made. The Company will respond in due course and neither the Board nor ABX Air management will make any other comment on the indication of interest until then.

Goldman, Sachs & Co. is acting as financial advisor to the Company. O'Melveny & Myers is serving as legal counsel.

ABX Air is a cargo airline that operates out of Wilmington, Ohio, and 17 hubs throughout the United States. In addition to providing airlift capacity and sort facility staffing to DHL, ABX Air provides charter, maintenance and package handling services to a diverse group of customers. ABX is the largest employer in a several-county area in southwestern Ohio.

Contact:

Quint Turner
ABX Air, Inc.
(937) 382-5591

Sard Verbinnen & Co

Brad Wilks/Erin Shaw

(312) 895-4700

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. ABX Air, Inc.'s actual results may differ materially from the results discussed in the forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, reductions in the scope of services under the commercial agreements with DHL, maintaining cost and service level performance, the ability to generate revenues from sources other than DHL, the ability to generate taxable earnings sufficient to realize certain tax benefits, and other factors that are contained from time to time in ABX Air's filings with the U.S. Securities and Exchange Commission, including ABX's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review this release and shou ld not place undue reliance on the Company's forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this release. ABX undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.