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: AUGUST 8, 1997
                          (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 August 8, 1997, Federal Express Corporation (the "Registrant") 
announced that its insurance carriers have agreed to pay the full insured 
value of the Registrant's MD-11 N611FE which was destroyed in an airline 
accident Thursday, July 31 at Newark International Airport. The Registrant 
did not disclose the amount of the proceeds. The MD-11 which was leased by 
the Registrant from a third party who acquired the aircraft from the 
manufacturer, McDonnell Douglas Corporation, was financed with publicly 
issued pass through certificates, a form of debt instrument. The insurance 
proceeds will be used to prepay these certificates at par, to reimburse the 
owner of the aircraft for its investment in the aircraft and to pay certain 
expenses.

     The National Transportation Safety Board is continuing its investigation 
of the cause of the accident. The Registrant is cooperating fully in the 
NTSB's investigation.





                                    SIGNATURE

     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 & Controller
                                            (PRINCIPAL ACCOUNTING OFFICER)

Dated: August 13, 1997