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): May 5, 2005

ABX AIR, INC.

(Exact name of registrant as specified in its charter)

DE	0-50368	91-1091619
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (937) 382-5591

Not Applicable

(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 (see General Instruction A.2. below):

¨ 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))

Item 8.01 Other Events.

On May 5, 2005, ABX Air, Inc. issued a press release concerning the results of its Annual Stockholders’ Meeting, a copy of which is enclosed herewith as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99	Press Release issued by ABX Air, Inc. on May 5, 2005.

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 thereunto duly authorized.

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

Date: May 5, 2005

EX-99

Exhibit 99

ABX Air Shareholders Hold Annual Meeting

WILMINGTON, OH – May 5, 2005 - Shareholders of ABX Air (OTCBB:ABXA) re-elected two directors, approved a new long-term incentive program and ratified the appointment of the company’s auditors at their annual meeting here today.

Proposals to remove a limit on the size of ABX Air’s Board of Directors, and a shareholder’s proposal calling for all directors to be elected annually were not approved. While shareholders overwhelmingly voted in favor of the proposal to amend the company’s Certificate of Incorporation to permit expansion of the Board beyond the current maximum of five members, the proposal did not receive the required affirmative vote of two-thirds of all of the shares entitled to vote at the meeting.

Directors re-elected to three-year terms on the ABX Air board were James H. Carey, chairman of the board, and John D. Geary. Carey has served on the ABX Air board since August 2003, Geary since January 2004.

At the meeting, ABX Air President and CEO Joe Hete reviewed the company’s financial results for 2004 and the first quarter of 2005. His presentation has been posted on the investor relations section on ABX Air’s website, www.ABXAir.com. Hete also announced that the Company’s common shares have been approved to begin trading on the NASDAQ National Market effective Monday, May 9, 2005. ABX Air’s common shares have been quoted on the Over-the-Counter Bulletin Board market since it became an independent publicly traded company in August 2003.

ABX Air, Inc. is a cargo airline with a fleet of 114 in-service aircraft that operates out of Wilmington, Ohio, and 18 hubs throughout the United States. ABX became an independent public company effective August 16, 2003, as a result of the separation from its former parent company, Airborne, Inc., which was acquired by DHL Worldwide Express B. V. In addition to providing airlift capacity and sort center staffing to DHL Express, ABX provides charter and maintenance services to a diverse group of customers. With over 8,000 employees, ABX is the largest employer in a several-county area in southwestern Ohio.

Contact: Quint Turner

ABX Air, Inc.

937-382-5591