PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 7, 1995)
979,887 SHARES
AIR EXPRESS INTERNATIONAL CORPORATION
COMMON STOCK
PAR VALUE $.01 PER SHARE
_________________________________
This Prospectus Supplement (the "SUPPLEMENT") revises the
Prospectus dated December 7, 1995 (the "PROSPECTUS") of Air Express
International Corporation, a Delaware corporation ("AEI"), relating to
up to 979,887 shares (the "SHARES") of Common Stock, par value $.01 per
share (the "COMMON STOCK"), of AEI to be offered or sold from time to
time for the account of certain shareholders of AEI (the "SELLING
SHAREHOLDERS"). Unless otherwise defined herein, capitalized terms have
the same meaning as in the Prospectus. Cross references are to
applicable sections of the Prospectus.
This Supplement revises the table (the "TABLE") set forth in
the "Selling Shareholders" section of the Prospectus as follows: (1)
the name "Irving F. Levitt" ("LEVITT") is deleted from the Table's "Name
and Address" column and is replaced by the name "Levitt Charitable
Remainder Annuity Trust" (the "TRUST"); (2) Endnote 3 is deleted in its
entirety and is replaced by the following: "3. Mr. Irving F. Levitt, a
trustee and beneficiary of Levitt Charitable Remainder Annuity Trust,
was a director of Radix from 1981 through June 7, 1995"; (3) the entire
row in the Table beginning with the name "Bear Stearns Securities Corp."
in the Table's "Name and Address" column is deleted in its entirety; and
(4) the row in the Table beginning with the name "Matthew P. Sheppard"
in the Table's "Name and Address" column is revised by deleting the
number "86,650" in the columns titled "Shares Presently Owned" and
"Shares to be Offered" and replacing such number in each such column
with the number "99,806". The 82,891 shares of Common Stock which may
be offered and sold by the Trust are the same shares previously
registered under the Securities Act for offer and sale by Levitt and
were transferred by Levitt to the Trust for no value. The increase of
13,156 shares of Common Stock which may be offered and sold by Matthew
P. Sheppard are the same shares previously registered under the
Securities Act for offer and sale by Bear Stearns Securities Corp.,
which was the holder of record for the benefit of Matthew P. Sheppard,
and were transferred by Bear Stearns Securities Corp. to Matthew P.
Sheppard for no value.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is January 10, 1996.
