SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

December 15, 2010
Via Mail and Facsimile (901-818-7570)

Frederick W. Smith
Chairman, President and Chief Executive Officer FedEx Corporation 942 South Shady Grove Road Memphis, TN 38120
 Re: FedEx Corporation
  Form 10-K for the Fiscal Year Ended May 31, 2010
  Filed July 15, 2010   File No. 1-15829
Dear Mr. Smith:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have 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 deta iled as necessary in your response. After
reviewing this information, we ma y 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment 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. Please update us on your contacts with Syria since your letter to us of July 14,
2006.
2. We note October and May 2007 news articles discussing that Pentagon investigators intercepted parts for F-14 Tomcat warplanes headed to Iran via
Fed Ex through Germany and the UAE from  Southern California.  We also
note a March 2010 news article discussing an evangelist who sent bullets in
Bibles to Sudan through Kenya via FedE x.  Finally, we note that two Chinese
freight forwarders (Forwarder Expr ess and Guangzhou Gongcheng Import &

Frederick W. Smith
FedEx Corporation
December 15, 2010 Page 2
Export Service Co.) claim that they pr ovide FedEx and other express courier
services from Shenzhen, China to Tehr an and Abadan, Iran and that these
companies’ websites include the FedEx Express logo on the pages which list
these services. Iran and Sudan are identif ied by the U.S. State Department as
state sponsors of terrorism and are su bject to U.S. economic sanctions and
export controls. Please describe to us the nature and extent of your past,
current, and anticipated contacts w ith Iran and Sudan whether through
affiliates, distributors, resellers, subsidiaries, or other direct or indirect arrangements.  Your response should de scribe any services or products you
have provided to Iran or Sudan and any agreements, commercial arrangements, or other c ontacts you have had with the governments of Iran or
Sudan or entities controlled by these gove rnments.  Please also provide this
information for Syria.
3. Please discuss the materiality of your contacts with Iran, Syria and Sudan
described in response to the foregoing comments, and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar
amounts of any associated re venues, assets, and liabi lities for the last three
fiscal years and subsequent interim peri od.  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 a nd share value.  As you know, various
state and municipal governments, unive rsities, and other investors have
proposed or adopted divestment or simila r initiatives regarding investment in
companies that do business with U.S.-des ignated state sponsor s of terrorism.
Your materiality analysis should addre ss the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria and Sudan.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation 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 comments, please provide, in writing, a
statement from the company acknowledging that:

Frederick W. Smith
FedEx Corporation December 15, 2010 Page 3

• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 filings or in response to our comments on your filings.
  Please understand that we may have addi tional comments after we review your
response to our comments.  Please contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen ts or our review.  You may also contact
me at (202) 551-3470.           S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk
cc:  Max Webb
  Assistant Director  Division of Cor poration Finance