EXHIBIT 99

                        Report of Independent Auditors

To the Board of Directors
Caliber System, Inc.

  We have audited the consolidated balance sheet of Caliber System, Inc. and 
subsidiaries as of December 31, 1996 and the related consolidated statements of 
income, shareholders' equity and cash flows for each of the two years in the
period ended December 31, 1996 (not presented separately herein). These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

  We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of Caliber System, 
Inc. and subsidiaries at December 31, 1996, and the consolidated results of 
their operations and their cash flows for each of the two years in the period 
ended December 31, 1996, in conformity with generally accepted accounting 
principles.

                                             /s/  ERNST & YOUNG LLP 
                                             ERNST & YOUNG LLP

Akron, Ohio
January 23, 1997,
except for Note K, as to which the date is
March 27, 1997