June 29, 2006

Via U.S. Mail and Facsimile (901-818-7570)

Frederick W. Smith
Chairman, President and Chief Executive Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120

	Re:	FedEx Corporation
		Form 10-K for the Fiscal Year Ended May 31, 2005
		Filed January 30, 2006
		File No. 1-15829

Dear Mr. Smith:

      We have limited our review of your Form 10-K for the fiscal
year ended May 31, 2005 to disclosure relating to your contacts
with
a country that has been identified as a state sponsor of
terrorism,
and we have the following comments.  Our review with respect to
this
issue does not preclude further review by the Assistant Director
group with respect to other issues.  At this juncture, we are
asking
you to provide us with supplemental information, so that we may
better understand your disclosure.  Please be as detailed as
necessary in your response. After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. It appears from your website and public news sources that you
have
operations in Syria.  Syria is identified as a state sponsor of
terrorism by the State Department, and is subject to export
controls
administered by the Commerce Department`s Bureau of Industry and
Security.  Your Form 10-K does not include any information
regarding
operations in Syria.  Please describe your past, current, and
anticipated operations in, and other contacts with, Syria.  Your
response should discuss,the services you offer, whether through
direct or indirect arrangements, and any contacts with the Syrian
government or entities affiliated with the Syrian government.
2. Please discuss the materiality of the operations or other
contacts
described in response to the foregoing comment, and whether those
operations or contacts constitute a material investment risk for
your
security holders.  You should address materiality in quantitative
terms, including the dollar amounts of any associated revenues,
assets, and liabilities.  Please also address materiality in terms
of
qualitative factors that a reasonable investor would deem
important
in making an investment decision, including the potential impact
of
corporate activities upon a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that conduct business with countries identified as state sponsors
of
terrorism.  The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.   The
Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of
companies that do business with U.S.-designated state sponsors of
terrorism.  Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have business contacts with Syria.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	Max Webb
		Assistant Director
		Division of Corporation Finance

Frederick W. Smith
FedEx Corporation
June 29, 2006
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