FEDERAL EXPRESS CORP
8-K, 1995-08-15
AIR COURIER SERVICES
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                      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 l934



                       Date of Report:  August 14, 1995
                       (Date of earliest event reported)


                            _______________________


                          FEDERAL EXPRESS CORPORATION
            (Exact name of registrant as specified in its charter)




                                   Delaware
                           (State of Incorporation)


       1-7806                                     7l-0427007
(Commission File Number)              (IRS Employer Identification No.)



                2005 Corporate Avenue, Memphis, Tennessee 38l32
                   (Address of principal executive offices)




              Registrant's Telephone Number, including area code:
                                (901)  369-3600



ITEM 5.  OTHER EVENTS

On August 14, 1995, Federal Express Corporation (the "Registrant") announced,
by the press release attached as Exhibit 20.1 to this report and
incorporated herein by reference, that it had reached an agreement to settle
an excise tax dispute with the Internal Revenue Service.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits.

20.1  Registrant's press release, dated August 14, 1995.

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.


                                   FEDERAL EXPRESS CORPORATION


                                   By:    /s/  ALAN B. GRAF, JR.
                                          ---------------------------
                                          Alan B. Graf, Jr.
                                          Senior Vice President and
                                          Chief Financial Officer

Dated:  August 15, 1995



                                 EXHIBIT INDEX


Exhibit               Description of Exhibit

20.1                  Registrant's press release, dated August 14, 1995.








                                 EXHIBIT 20.1


                             [COMPANY LETTERHEAD]


Contact:  Federal Express
          Tom Martin
          (901) 395-3490


                                                     FOR IMMEDIATE RELEASE


                   FEDEX SETTLES EXCISE TAX DISPUTE WITH IRS

______________________________________________________________________________

MEMPHIS, TN (August 14, 1995) -- Federal  Express Corporation announced today
that it had reached an agreement concerning an excise tax dispute with the
Internal Revenue Service for the seven and one-half year period ending March
31, 1991.  Under the terms of the settlement, FedEx will not owe any
additional federal excise tax for this period.

The dispute involved a claim by the IRS that the Company had underpaid federal
excise tax by as much as $159,000,000.  This settlement agreement completes
the IRS' audit of the Company's federal excise tax returns for the period
covered by the settlement.  The Company also gave up its claim for a
$70,000,000 refund of excise tax for the same time period.

Federal Express is the world's largest express transportation company,
providing fast and reliable services for nearly 2.4 million items in 204
countries each working day.  The company employs more than 111,000 people
and operates more than 500 aircraft, 35,500 vehicles and nearly 180,000
Powership and FedEx Ship automated systems in its integrated global network.
Federal Express reported revenues of $9.4 billion for its fiscal year ended
May 31, 1995.


                                    # # #
                          [FEDERAL EXPRESS LETTERHEAD]






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