SecProbe.io

Mail Stop 3561
        August 6, 2009  Via Fax & U.S. Mail

 Mr. Alan B. Graf, Jr. Chief Financial Officer 942 South Shady Grove Road Memphis, Tennessee 38120

Re: FedEx Corporation
 Form 10-K for the year ended May 31, 2009
Filed July 15, 2009
 File No. 001-15829

Dear Mr. Graf:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended May 31, 2009

Management’s Discussion & Analysis
– Reportable Segments, page 50

1. Please revise future filings to discuss the nature of any significant changes in each

Mr. Alan B. Graf, Jr.
FedEx Corporation
August 6, 2009 Page 2

operating expense line item for each of the Company’s segments.  Also, please
revise to discuss the amount of interc ompany charges allocated to each segment
based either on gross dollar amount allocated or as a percentage of revenue and
discuss the facts and circumstances responsib le for the changes in allocated costs.
For example, please tell us why inte rcompany charges for each transportation
segment were higher in 2009 as a percent of revenue attributable to each segment.
Alternatively, you can discuss the changes in the FedEx Services expenses from year to year in the operating results discus sion of the FedEx Services segment.

Notes to the Financial Statements

- General

2. We note from your discussion on page 43 of MD&A that you have implemented
several actions in 2009 to lo wer your cost structure.  To the extent that any of
these activities are considered exit or restructuring activities as defined in SFAS
No 146, please confirm that you have applied the guidance in SFAS No. 146 and
in future filings please revise the notes to the financial statements to include all of
the disclosures required by paragrap h 20 of SFAS No. 146 as applicable.
 Note 1. Description of Business and Summ ary of Significant Accounting Policies

- Impairment of Long-Lived Assets, page 97

3. We note your disclosure that a limited amount of your total aircraft capacity
remains temporarily grounded because of network overcapacity due to the current
economic environment.  Please tell us if  these aircraft continue to remain
grounded subsequent to your filing of the Fo rm 10-K and if so, please tell us if
you have performed an impairment analysis  of these aircraft subsequent to your
fourth quarter 2009 analysis.  If not, please tell us why you do not  believe such an
analysis is required pursua nt to the guidance in paragraph 8 of SFAS No. 144.

Note 4. Goodwill and Intangibles, page 102

4. It appears from your disclosure in No te 13 that the FedEx Services segment
expenses are allocated to the other tran sportation segments and you do not report
an operating income/loss number for th is segment (other than impairment
charges).  In light of the fact that it app ears this segment mostly supplies services
to the other transportation segments, plea se explain to us the nature of the
goodwill allocated to this segment at May 31, 2009 and explain to us why you believe that this goodwill is realizable.  As part of your  response, please tell us
how you use operating income as part of your forecast and impairment analysis given the lack of a segment operating income amount.

Mr. Alan B. Graf, Jr.
FedEx Corporation
August 6, 2009 Page 3

Note 13. Business Segment Information, page 121

5. We note from your disclosure in Note 13 to  the financial statements that the net
operating costs of FedEx Services se gment are allocated to the other
transportation segments and the Servic es segment does not have a segment
operating income/loss amount other than the amount of any goodwill or other
impairment charges that are specific to that segment.  Please explain to us how the
CODM evaluates segment performance of the FedEx Services segment (including the operations of FedEx Office).  As part  of your response, please tell us why you
believe it is appropriate to allocate the en tire amount of revenu es and expenses of
Fed Ex Services segment (including FedEx Office) to the other transportation segments.   Also, in light of the fact th at in the Form 10-K for the year ended May
31, 2007 you disclosed $45 million operating inco me for fiscal 2007 related to the
FedEx Kinkos segment, which is now part of FedEx Services segment, please explain to us why your current 10-K discloses zer o operating income/loss
allocated to the Services segment for 2007.

********
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, 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
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Alan B. Graf, Jr.
FedEx Corporation August 6, 2009 Page 4

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
         VIA FACSIMILE (901) 818-7111