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                                                                    EXHIBIT 99.3

                                                       FORM OF LETTER TO CLIENTS

                                FEDEX CORPORATION


                              OFFER TO EXCHANGE ITS
                        FLOATING RATE NEW NOTES DUE 2005,
                          2.65% NEW NOTES DUE 2007 AND
                            3.50% NEW NOTES DUE 2009

                       FOR ANY AND ALL OF ITS OUTSTANDING

                          FLOATING RATE NOTES DUE 2005,
                            2.65% NOTES DUE 2007 AND
                              3.50% NOTES DUE 2009

To Our Clients:

     Enclosed is a Prospectus, dated ____________, 2004, of FedEx Corporation, a
Delaware corporation (the "Company"), and a related Letter of Transmittal (which
together constitute the "Exchange Offer") relating to the offer by the Company
to exchange its floating rate notes due 2005, its 2.65% notes due 2007, and its
3.50% notes due 2009 (collectively, the "New Notes"), pursuant to an offering
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding floating rate notes
due 2005, its issued and outstanding 2.65% notes due 2007, and its issued and
outstanding 3.50% notes due 2009 (collectively, the "Old Notes"), respectively,
upon the terms and subject to the conditions set forth in the Exchange Offer.

     PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _____________, 2004, UNLESS EXTENDED.

     The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.

     We are the holder of record and/or participant in the book-entry transfer
facility of Old Notes held by us for your account. A tender of such Old Notes
can be made only by us as the record holder and/or participant in the book-entry
transfer facility and pursuant to your instructions. The Letter of Transmittal
is furnished to you for your information only and cannot be used by you to
tender Old Notes held by us for your account.

     We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer. We also request that you confirm that we may on your behalf
make the representations contained in the Letter of Transmittal.

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     Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by the holder are being acquired in
the ordinary course of its business, and (iii) the holder is not participating
and does not intend to participate, and has no arrangement or understanding with
any person to participate, in a distribution (within the meaning of the
Securities Act) of such New Notes. If the tendering holder is a broker-dealer
that will receive New Notes for its own account in exchange for Old Notes, we
will represent on behalf of such broker-dealer that the Old Notes to be
exchanged for the New Notes were acquired by it as a result of market-making
activities or other trading activities, and acknowledge on behalf of such
broker-dealer that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes. By acknowledging
that it will deliver and by delivering a prospectus meeting the requirements of
the Securities Act in connection with any resale of such New Notes, such
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.


                                                Very truly yours,

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