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Filed by Bowne Pure Compliance

[FEDEX CORPORATION LETTERHEAD]

VIA EDGAR AND FEDEX LETTER

February 7, 2008

Joe Foti

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, DC 20549

              Re:

    FedEx Corporation

Form 10-K for the fiscal year ended May 31, 2007

File No. 001-15829

Dear Mr. Foti:

We are in receipt of the Commission’s letter to Frederick W. Smith, Chairman of the Board,
President and Chief Executive Officer of FedEx Corporation, dated January 25, 2008 on our Form 10-K
for the fiscal year ended May 31, 2007 and our Form 10-Q for the fiscal quarter ended November 30,
2007. The following are FedEx’s responses to the Commission’s comments:

Form 10-K for the fiscal year ended May 31, 2007

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Results of Operations, page 34

    1.

    When individual line items, disclosed in your statement of income, significantly fluctuate in
comparison to the comparable prior period, quantify and disclose the nature of each item that
caused the significant change. For example we note from your consolidated statement of income
that salaries and employee benefits of $13,740 million for 2007 increased approximately $1,169
million from salaries and employee benefits of $12,571 million for 2006. We also note that in
MD&A you only quantify and disclose the nature of each item that caused the significant change
in salaries and employee benefits between 2007 and 2006 for the FedEx Express segment and the
FedEx Kinko’s segment,

Mr. Joe Foti

February 7, 2008

Page 2

which only explains approximately $172 million of the $1,169 million increase in salaries
and employee benefits between 2007 and 2006. In this regard, please revise your
consolidated operating results and segment operating results sections in future filing to
quantify and disclose the nature of each item that caused the $1,169 million increase in
salaries and employee benefits between 2007 and 2006. Please provide us with your proposed
future disclosure as part of your response. See Item 303 of Regulation S-K and FR-72 for
guidance.

Response: We believe our disclosures in management’s discussion and analysis of
results of operations and financial condition (MD&A) comply fully with the requirements of
Item 303 of Regulation S-K and FR-72. Item 303 and FR-72 instruct management to use its
judgment to make conclusions as to the information to be included in our filing that will
“enhance a reader’s understanding” of our results of operations while avoiding “unnecessary
information overload for investors that can result from disclosure of information that is
not required, is immaterial, and does not promote understanding.” Consistent with this
guidance, we do not include commentary on or quantification of immaterial or intuitively
apparent changes in expense captions that simply result from growth in shipping volumes and
normal cost inflation.

As we highlight on page 33 of our Form 10-K MD&A, we manage our cost structure for
operating expenses to shifting volume levels, as shipping volumes have a direct impact on
the timing and nature of certain of the expenses that we incur. Accordingly, our thorough
process for determining fluctuations in individual line items in our statement of
operations that warrant further discussion in MD&A always begins with an analysis of the
change in each individual line item compared to our overall change in revenues and shipping
volumes.

We approach the preparation of MD&A using a consistent methodology of providing additional
discussion of factors that impact individual expense line items other than changes in
revenues and volumes, as well as factors that affect the comparability between revenues and
expense captions. For the salaries and employee benefits example noted above, the change
in revenues from 2007 to 2006 was 9.0% and the change in salaries and employee benefits was
9.3%. Absent any unusual or non-recurring items, we would expect year-over-year increases
in salaries and employee benefits to be consistent with changes in revenues and volumes.
Because the relationship of the change in salaries and employee benefits for 2007 was
mostly consistent with the change in revenues, our discussion focused on the unusual or
non-recurring factors that impacted the overall year-over-year trend, including the
acquisition of FedEx National LTL (formerly Watkins Motor Lines) and the individual
material items pertaining to signing bonuses and other upfront compensation paid to our
pilots.

Mr. Joe Foti

February 7, 2008

Page 3

We also noted that “the impacts of expensing stock options commencing in 2007 and higher
retirement plan costs were largely offset by lower incentive compensation accruals.” This
provides readers with key information about the factors impacting this expense caption that
were not simply a function of volume growth and normal cost inflation. We believe this
textual presentation of the key business drivers is more informative than a numerical
decomposition of all of the individual components that go into this expense caption that
“can tend to overwhelm readers and act as an obstacle to identifying and understanding
material matters,” as noted in FR-72. Moreover, in the example above, since both the cost
of stock option expensing and retirement plan costs are quantitatively disclosed in the
footnotes to the financial statements and elsewhere in the MD&A, readers have a sense for
the quantitative impact of these factors and the offsetting item.

In response to the staff’s comments and to provide increased transparency in our MD&A, we
will include the following additional disclosure under our MD&A caption “Description of
Business” in future filings:

The majority of our operating expenses are directly impacted by revenue
and volume levels. Accordingly, we expect these operating expenses to
fluctuate on a year-over-year basis consistent with the change in revenues
and volume. The following discussion of fluctuations in these expenses
describes the key drivers impacting expense trends beyond changes in
revenues and volume.

In addition, to augment our segment discussions, commencing with our fiscal 2008 Form 10-K,
we will include a table for each operating segment that depicts each operating expense
caption as a percentage of that year’s total revenues. This will enhance a financial
statement user’s ability to identify fluctuations in line items that may be unrelated to
changes in revenue and volume, and we will continue to specifically comment on such trends
to the extent they are material or promote an understanding of our financial results.

    2.

    Additionally, please revise your consolidated operating results and segment operating results
sections in MD&A to discuss and analyze separately “salaries and employee benefits,”
“purchased transportation,” “rental and landing fees,” “depreciation and amortization,”
“fuel,” “maintenance and repairs” and “other” rather than only providing a discussion and
analysis on consolidated and segment operating income. As part of your disclosure, please
describe the major cost components included in each of the above categories and provide a more
detail discussion and analysis of the results for each major component. This presentation
appears meaningful and relevant in providing investors full disclosure and transparent
financial information as required by Item 303 of Regulation S-K. Please provide us with your proposed disclosure as part of your response.

Mr. Joe Foti

February 7, 2008

Page 4

Response: We do not agree that a separate discussion of each of the expense
captions noted at the consolidated level is meaningful and relevant or required by Item 303
of Regulation S-K. As noted in FR-72, “Instruction 4 and the guidance in the 1989 release
do not require a discussion of every line item and its changes without regard to
materiality. Discussion of a line item and its changes should be avoided where the
information disclosed is not material and would not promote understanding of MD&A.”

Our operating segments are separate business lines with distinct and separate business
models, cost structures and operating margins. Due to the unique nature of these
businesses and in accordance with Item 303, we believe our discussion of both consolidated
and segment information is necessary to gain an appropriate understanding of our
performance. As suggested in FR-72, the consolidated results section of our MD&A is an
“executive-level overview that provides context for the remainder of the discussion.” As
we note in the “Description of Business” section of our MD&A, the key indicators necessary
to understand our operating results across all our transportation segments include volumes,
yields, cost structure management and fuel costs. To the extent an individual expense
caption can be effectively addressed at the consolidated level (fuel, for example), it has
been discussed at the consolidated level as well as at the operating segment level. In
addition, significant individual items affecting a consolidated expense caption, trend or
relationship to revenues are also described at this level.

As noted in our response to comment 1, our analysis of fluctuations in individual line
items begins with an analysis of the change in a particular individual line item compared
to our overall change in revenues and shipping volumes. Using this approach, many
individual line items in our statement of operations do not require additional discussion,
as the year-over-year trend is consistent with the change in revenues and shipping volumes.
When applicable, we provide additional disclosure of each individual line item that has a
fluctuation that is not consistent with the change in revenue and shipping volumes,
focusing on providing the most meaningful drivers of the fluctuation. This discussion is
in addition to the discussion of operating income and, as disclosed on page 36 of our Form
10-K MD&A, included additional disclosure of factors impacting salaries and employee
benefits, purchased transportation and fuel.

While we have not presented the information in the format outlined in comment 2 above, we
believe our disclosure achieves the objective required under Item 303 of Regulation S-K and
provides users with discussion of the most meaningful factors impacting fluctuations in
individual line items. In future filings, we will continue to focus on increased transparency in this area, including providing the
additional disclosure noted in our response to comment 1.

Mr. Joe Foti

February 7, 2008

Page 5

Form 10-Q for the quarterly period ended November 30, 2007

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Results of Operations

FedEx Ground Segment Operating Income, page 39

    3.

    We note from your disclosure that operating income for the first half of 2008 was
substantially effected by the net impact of increased fuel cost during the second quarter of
2008 and higher legal costs during the first quarter of 2008. In this regard, please provide
us with and include in your filing disclosure that quantifies and discusses the nature of each
item that caused the higher legal cost. Also, tell us your reason for not including the fact
that operating income was effected by higher legal cost during the first quarter of 2008 in
your respective MD&A section included in your Form 10-Q for the quarterly period ended August
31, 2008.

    Response: As our footnote disclosure and the “Independent Contractor Matters”
section of our FedEx Ground segment MD&A make clear, we are a defendant in a number of
litigation matters with respect to FedEx Ground. This heightened litigation activity has
increased our legal costs year over year, as we continue to defend ourselves in these
matters. These costs include fees paid to external counsel, settlement costs and loss
accruals. Thus far in fiscal 2008, none of these costs has been individually material or
warranted discussion or quantification on an individual basis. Furthermore, the aggregate
amount of such costs has not increased materially ($52 million for the first half of fiscal
2008 versus $43 million for the comparable period of 2007). However, in the aggregate, the
level of legal costs caused a higher trend in the other operating expenses caption than
would normally be expected from the increase in revenues and volumes, and we believe it is
important and relevant to point out the factors that cause such unexpected trends.

    In addition, in MD&A we note that footnote 9 to our financial statements describes the
nature of specific legal matters that gave rise to the higher costs. We believe these
disclosures provide financial statement users with the information necessary to understand
the nature and extent of legal exposures facing the company and management’s assessment on
the matters.

Mr. Joe Foti

February 7, 2008

Page 6

Contrary to the staff’s assertion, we disclosed the effect of higher legal costs in several
places in the MD&A section of our Form 10-Q for the quarterly period ended August 31, 2007.
In particular, we included the following disclosure in the FedEx Ground Segment Operating
Income paragraph on page 34:

Other operating expenses increased 20% during the first quarter of 2008,
primarily due to higher legal costs [emphasis added].

In addition, on page 26, we made the following statement:

Strong
growth at FedEx Ground, partially offset by higher legal costs, and growth
in international shipments at FedEx Express favorably impacted our
quarterly results [emphasis added].

In future filings we will continue to describe the nature of the significant components of
our “higher legal costs,” if applicable, and will quantify any individual items that are
material.

    4.

    We note from your disclosure that FedEx Ground anticipates continuing changes in
relationships with its contractors, which are expected to increase the cost of operations, and
it is reasonably possible that such cost increase could be material. In this regard, please
revise your filing to quantify the impact that such material cost increase could have on your
future financial position, and results of operations. See FR-72 for guidance.

    Response: As our footnote disclosure and the “Independent Contractor Matters”
section of our FedEx Ground segment MD&A make clear, we are a defendant in a number of
litigation matters with respect to FedEx Ground and these matters include various
challenges to the status of our owner-operators as independent contractors, rather than
employees. As indicated in our disclosure, we anticipate continuing
changes to our relationships with our contractors. The nature, timing
and amount of any
changes, however, are dependent on the outcome of numerous future events. At this time, we
cannot predict what outcome or specific changes to our contractor relationships will
ultimately develop, as there are a wide range of possibilities. Therefore, it would be
highly speculative to quantify at this point the many possible outcomes that could occur,
including potential actions we could take to mitigate future cost increases.

    The purpose of our disclosure was to provide proactive guidance to our investors that any
prospective changes to the relationships we have with our contractors as a result of the
ongoing litigation noted in footnote 9 could have a material impact on our future operating
costs, and not to assess or evaluate a contingent liability. We believe that providing
this disclosure is responsive to the guidance in FR-72

Mr. Joe Foti

February 7, 2008

Page 7

that MD&A should “provide insight into material opportunities, challenges and risks, such
as those presented by known material trends and uncertainties, on which the company’s
executives are most focuse