AIR EXPRESS INTERNATIONAL CORP /DE/
10-Q/A, 1994-05-17
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A
                               (Amendment No. 1)

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended March 31, 1994

                        Commission file number: 1-8306
                                                ------

                     AIR EXPRESS INTERNATIONAL CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                                   36-2074327
- - ------------------------------------       ------------------------------------
 (State or Other of Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)


120 Tokeneke Road, Darien, Connecticut 06820                      (203) 655-7900
- - --------------------------------------------------------------------------------
  (Address of, Including Zip Code, and Telephone Number, Including Area Code, of
                   of Registrant's Principal Executive Offices)

                                      NONE
- - --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 3 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.    Yes  [X]      No  [ ]

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date (applicable only to corporate
registrants).

The number of shares of common stock outstanding as of May 10, 1994 was
13,765,583. (Net of 2,181,537 Treasury Shares)

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                                EXPLANITORY NOTE
                                ----------------

This amendment is submitted to correct the Form 10-Q filed on 13-May-94. This
amendment corrects the inadvertent submission of Exhibit-11 re Computations of
Per Share Earnings.

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                                   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.

                                           Air Express International Corporation
                                           -------------------------------------
                                                         (Registrant)




Date:     May  17, 1994                    /s/        Dennis M. Dolan
                                           -------------------------------------
                                                      Dennis M. Dolan
                                                    Vice President and
                                                 Chief Financial Officer
                                              (Principal Financial Officer)




Date:     May 17, 1994                     /s/      Walter L. McMaster
                                           -------------------------------------
                                                    Walter L. McMaster
                                                Vice President - Controller
                                               (Principal Accounting Officer)


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                      AIR EXPRESS INTERNATIONAL CORPORATION
               March 1994 Form 10-Q/A Quarterly Report Adjustment

                                 Exhibit Index
                                 ------------- 
             Exhibit 11 - Computation of Earnings Per Common Share


                                                                      Exhibit 11
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<CAPTION>

              AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                                   (Unaudited)
                       
                             (In thousands, except
                               per share amounts)

                                                          Three Months Ended
                                                               March 31,
                                                      -------------------------
                                                         1994            1993
                                                      ---------       ---------
<S>                                                  <C>             <C>
Primary:
     Net income applicable to
       common shares                                  $   3,482       $   3,452
                                                      =========       =========
     Weighted average of common
       shares outstanding                                11,558          11,573
     Common shares issuable on
       exercise of stock options                            115             160
                                                      ---------       ---------
 * Average common shares outstanding
      standing as adjusted                               11,673          11,733
                                                      =========       =========
     Earnings per common share                        $     .30       $     .29
                                                      =========       =========
Fully diluted:
     Weighted average of common
      shares outstanding                                 11,558          11,573
     Common shares issuable on
      exercise of stock options                             137             160
     Common shares issuable upon assumed 
      conversion of subordinated debentures               2,194           1,462
                                                      ---------       ---------
 * Average common shares out-
     standing as adjusted                                13,889          13,196
                                                      =========       =========
     Earnings per common share                        $     .30       $     .29
                                                      =========       =========

<FN>

 * Primary earnings per share are computed by dividing net income by the
   weighted average common and common equivalent shares outstanding during the
   period.  For the quarters ended March 31, 1994 and 1993, fully diluted
   earnings per share have been calculated assuming the conversion of the
   subordinated debentures and the elimination of the associated interest
   expense, net of tax, of approximately $.73 million and $.49 million,
   respectively.

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