FEDERAL EXPRESS CORP
8-K, 1998-07-14
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 1934

                          Date of Report: July 8, 1998
                        (Date of earliest event reported)

                                   ----------

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


                                    Delaware
                            (State of Incorporation)

          1-7806                                          71-0427007
  (Commission File Number)                    (IRS Employer Identification No.)


                 2005 Corporate Avenue, Memphis, Tennessee 38132
                    (Address of principal executive offices)

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

- --------------------------------------------------------------------------------



ITEM 5.  OTHER EVENTS

On July 8, 1998, FDX Corporation, the parent holding company for Federal
Express Corporation, announced its financial results for the quarter and
fiscal year ended May 31, 1998.  Certain information regarding the financial
results for Federal Express Corporation (the "Registrant") for the quarter and
fiscal year ended May 31, 1998 was included in the FDX Corporation
announcement.

Registrant recently prepared Appendix A to a Preliminary Official Statement
with respect to the Indianapolis Airport Authority Special Facility Refunding
Revenue Bonds, Series 1998 (Federal Express Corporation Project).  Appendix A,
a portion of which is attached to this report as Exhibit 20.1 and incorporated
herein by reference, contains summaries of the Registrant's operating results
and financial position and certain operating statistics for the past five
fiscal years, including the fiscal year ended May 31, 1998.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibit

         20.1  A portion of Appendix A to a Preliminary Official Statement
               prepared with respect to the Indianapolis Airport Authority
               Special Facility Refunding Revenue Bonds, Series 1998 (Federal
               Express Corporation Project).

         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/  MICHAEL W. HILLARD
                                     ----------------------------------
                                       Michael W. Hillard
                                       Vice President and Controller
                                       (principal accounting officer)

Dated:  July 13, 1998

                                  EXHIBIT INDEX



Exhibit              Description of Exhibit

20.1                 A portion of Appendix A to a Preliminary Official
                     Statement prepared with respect to the Indianapolis
                     Airport Authority Special Facility Refunding Revenue
                     Bonds, Series 1998 (Federal Express Corporation Project).


                                                                  Exhibit 20.1

                         SELECTED OPERATING STATISTICS
                                  (Unaudited)

   Set forth below are selected operating statistics of the express package and
airfreight services of the Company for the periods indicated.  Beginning in
fiscal 1995, Average Revenue Per Pound and Average Revenue Per Package include
certain service fee revenues previously classified as other revenues.  Data
for 1994 has been restated to conform to this presentation.

<TABLE>
<CAPTION>
                                        Year Ended May 31,
                     ---------------------------------------------------------
                        1994        1995        1996        1997        1998
                     ---------   ---------   ---------   ---------   ---------
<S>                  <C>         <C>         <C>         <C>         <C>
Express package:

Average daily
package volume       1,925,105   2,247,594   2,437,662   2,715,894   3,025,999

Average pounds per
package                    6.0         6.3         6.4         7.2         8.5

Average revenue
per pound                $2.51       $2.31       $2.31       $2.11       $1.84

Average revenue
per package             $15.12      $14.62      $14.87      $15.11      $15.69

Airfreight:

Average daily
pounds               1,844,270   2,153,041   2,144,225   2,542,226   2,769,922

Average revenue
per pound                $1.06       $1.06       $1.01       $0.94       $0.85
</TABLE>


                       RATIO OF EARNINGS TO FIXED CHARGES
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          Year Ended May 31,
                         ------------------------------------------------
                           1994       1995      1996      1997      1998
                         --------    ------    ------    ------    ------
<S>                      <C>         <C>       <C>       <C>       <C>
Ratio of Earnings to
Fixed Charges (a)        1.7x        2.0x      1.9x      2.0x      2.1x
</TABLE>
________
(a) Earnings included in the calculation of the ratio of earnings to fixed
charges represents income before income taxes plus fixed charges (other than
capitalized interest).  Fixed charges include interest expense, capitalized
interest, amortization of debt issuance costs and a portion of rent expense
representative of interest.

                  SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION

   The following is a summary of the Company's operating results and financial
position for the periods indicated (in thousands):

OPERATING RESULTS
- -----------------
<TABLE>
<CAPTION>
                                                  Year Ended May 31,
                    -------------------------------------------------------------------------------
                       1994(1)         1995(1)          1996(1)          1997(1)          1998(2)
                    ------------    ------------    -------------    -------------    -------------
<S>                 <C>             <C>             <C>              <C>              <C>
Revenues            $8,479,456      $9,392,073      $10,273,619      $11,519,750      $13,254,841
Operating
Income                 530,632         591,144          623,824          699,042          836,733
Income (Loss)
Before Income
Taxes                  378,462         522,084          539,959          628,221          735,213
Income (Loss)
Before
Cumulative
Effect of Change
in Accounting
Principle              204,370         297,588          307,777          361,227          420,543
Net Income
(Loss)              $  204,370       $ 297,588        $ 307,777        $ 361,227        $ 420,543
</TABLE>


FINANCIAL POSITION
- ------------------
<TABLE>
<CAPTION>
                                                         May 31,
                       ----------------------------------------------------------------------------
                         1994 (1)         1995(1)         1996(1)         1997(1)         1998(2)
                       ------------    ------------    ------------    ------------    ------------
<S>                    <C>             <C>             <C>             <C>             <C>
Current Assets         $1,761,696      $1,869,082      $1,728,261      $2,132,589      $2,376,678
Property and
Equipment, Net          3,449,093       3,715,244       4,116,601       4,622,080       5,200,568
Total Assets            5,992,498       6,433,372       6,698,971       7,625,486       8,432,106
Current Liabilities     1,536,428       1,778,535       1,618,397       1,962,783       2,401,299
Long-Term Debt          1,632,202       1,324,711       1,325,277       1,397,954       1,185,180
Common
Stockholders'
Investment             $1,924,705      $2,245,569      $2,576,139      $2,962,514      $3,401,729
</TABLE>
_______
(1) Audited
(2) Preliminary, unaudited



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