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):  07/17/2007

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 July 17, 2007, ABX Air, Inc. issued a press release concerning the status its evaluation of the indication of interest previously proposed by ASTAR Air Cargo Holdings, LLC on June 26, 2007 and a written response that it had forwarded to ASTAR.

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

Item 9.01.    Financial Statements and Exhibits

Exhibit    Description

---------    ---------------

99.1          Press release issued by ABX Air, Inc. on July 17, 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 17, 2007	By:	/s/    W. Joseph Payne
		W. Joseph Payne
		Vice President, General Counsel & Secretary

EX-99.1

ABX Air Responds to ASTAR's Letter Dated July 16, 2007

WILMINGTON, Ohio - July 17, 2007 - The ABX Air (NASDAQ:ABXA) Board of Directors, consistent with its fiduciary duties and commitment to enhancing value for shareholders, has been conducting an evaluation of the indication of interest previously proposed by ASTAR on June 26, 2007.   With the consultation of the Company's legal and financial advisors, the Board and management have conducted several meetings and conference calls to discuss ASTAR's indication of interest. The Board and its advisors are scheduled to meet again on Friday, July 20, 2007, and expect to have a response to ASTAR's indication of interest by next week.

Goldman, Sachs & Co. is acting as financial advisor to the Company. Sullivan & Cromwell is serving as legal counsel.

The Company responded to ASTAR with the following reply:

John H. Dasburg

Chairman, Chief Executive Officer and President

ASTAR Air Cargo Holdings, LLC

2 South Biscayne Blvd. Suite 3663

Miami, Florida 33131

Dear John,

I am responding on behalf of the ABX Air Board of Directors to your July 16 letter.

ABX Air's Board of Directors has engaged financial and legal advisors to assist in its careful evaluation of ASTAR's $7.75 per share indication of interest. These advisors are scheduled to meet with ABX Air's Board of Directors this Friday, July 20, and I expect that ABX Air will have a response to ASTAR's indication of interest by next week.

Very truly yours,

ABX Air, Inc.

Joseph C. Hete

President and Chief Executive Officer

Contact:

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

OR

Sard Verbinnen & Co
Brad Wilks/Erin Shaw
312-895-4700

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