As filed with the Securities and Exchange Commission on January 22, 1999
                                                 Registration No. 333-
================================================================================
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                FDX CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                         62-1721435
(State or Other Jurisdiction of                            (I.R.S. Employer
    Incorporation or Organization)                        Identification No.)


 6075 Poplar Avenue, Memphis, Tennessee                         38119
(Address of Principal Executive Offices)                      (Zip Code)


            FDX Corporation 1997 Stock Incentive Plan (as amended)
                           (Full Title of the Plan)

                        ------------------------------

                             KENNETH R. MASTERSON
            Executive Vice President, General Counsel and Secretary
                                FDX Corporation
                              6075 Poplar Avenue
                           Memphis, Tennessee 38119
                                (901) 369-3600
                     (Name, Address, and Telephone Number,
                  including area code, of Agent for Service)

                        ------------------------------

<TABLE>
<CPTION>

                                     CALCULATION OF REGISTRATION FEE
=============================================================================================================
<S>                       <C>                    <C>                 <C>                   <C>
                                                      Proposed           Proposed              Amount of
Title Of Securities       Amount To Be            Maximum Offering   Maximum Aggregate        Registration
To Be Registered           Registered            Price Per Share(1)    Offering Price(1)           Fee
-------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.10
per share                 3,000,000 shares            $77.91            $233,730,000            $64,977
=============================================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) and (h) based upon the average ($77.91) of the high
      ($78.50) and low ($77.3125) sales prices for the Registrant's Common Stock as
      reported on the New York Stock Exchange on January 21, 1999.

================================================================================
</TABLE>


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


           The documents containing the information specified in "Item 1. Plan
Information" and "Item 2. Registrant Information and Employee Plan Annual
Information" of Form S-8 will be sent or given to participants of the FDX
Corporation 1997 Stock Incentive Plan, as amended, as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities and
Exchange Commission either as part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act and the Note to Part I of Form S-8. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents of FDX Corporation (the "Company")
previously filed with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference in this Registration Statement:

           (a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998 (Commission File No. 333-39483);

           (b) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1998 (Commission File No. 333-39483);

           (c) The Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1998 (Commission File No. 333-39483); and

           (d) The description of the Company's common stock, par value $0.10
per share, contained in Amendment No. 1 to the Company's Registration Statement
on Form S-4 (Registration No. 333-39483) filed with the Commission on December
4, 1997.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

           Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           The legality of the shares of common stock registered hereunder has
been passed upon by George W. Hearn, the Company's Corporate Vice President and
Corporate Counsel. As of December 31, 1998, Mr. Hearn owned 6,000 shares of the
Company's common stock and held options to purchase 37,750 shares of such
common stock. Of the options granted, 10,750 were vested at such date.

Item 6.    Indemnification of Directors and Officers.

           Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
unlawful payment of dividends, or for any transaction from which the director
derived an improper personal benefit.

           ARTICLE THIRTEENTH of the Company's Amended and Restated Certificate
of Incorporation (the "Charter") provides that no director shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that ARTICLE THIRTEENTH does not
eliminate or limit the liability of a director of the Company (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to the unlawful payment of dividends) or any amendment or successor
provision thereto, or (iv) for any transaction from which the director derived
an improper personal benefit. ARTICLE THIRTEENTH of the Company's Charter does
not eliminate or limit the liability of a director for any act or omission
occurring prior to the date when ARTICLE THIRTEENTH became effective (December
3, 1997). Neither the amendment nor repeal of ARTICLE THIRTEENTH of the
Company's Charter, nor the adoption of any provision of the Charter
inconsistent with ARTICLE THIRTEENTH, will eliminate or reduce the effect of
ARTICLE THIRTEENTH with respect to any matter occurring, or any cause of
action, suit or claim that, but for ARTICLE THIRTEENTH, would accrue or arise
prior to such amendment, repeal or adoption of an inconsistent provision.

           Section 145 of the DGCL permits a corporation to indemnify any of
its directors, officers, employees or agents who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation (or another enterprise if serving at the request of the
corporation), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reason to believe that his or her conduct was
unlawful. In any threatened, pending or completed action or suit by or in the
right of the corporation, a corporation is permitted to indemnify any director,
officer, employee or agent against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made if
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which the action or suit was brought shall
determine upon application that, despite such adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the court shall deem
proper.

           Article III, Section 13 (relating to indemnification of directors)
and Article V, Section 18 (relating to indemnification of officers and managing
directors) of the Company's Amended and Restated By-laws provide that the
Company shall indemnify to the full extent authorized or permitted by the DGCL
any person made, or threatened to be made, a party to any threatened, pending
or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person or his
or her testator or intestate is or was a director, officer or managing director
of the Company or serves or served as a director, officer, employee or agent of
any other enterprise at the Company's request.

           The Company also has purchased insurance designed to protect the
Company and its directors and officers against losses arising from certain
claims, including claims under the Securities Act of 1933, as amended (the
"Securities Act").

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.  Exhibits.

         4.1    Amended and Restated Certificate of Incorporation of the
                Company (filed as Exhibit 3.1 to Amendment No. 1 to the
                Company's Registration Statement on Form S-4 (Registration No.
                333-39483), filed with the Commission on December 4, 1997, and
                incorporated herein by reference).

         4.2    Amended and Restated By-laws of the Company (filed as Exhibit
                3.2 to Amendment No. 1 to the Company's Registration Statement
                on Form S-4 (Registration No. 333-39483), filed with the
                Commission on December 4, 1997, and incorporated herein by
                reference).

        *4.3    FDX Corporation 1997 Stock Incentive Plan, as amended.

        *4.4    FDX Corporation 1997 Stock Incentive Plan Stock Option
                Agreement.

        *5.1    Opinion of George W. Hearn,  Corporate Vice  President and
                Corporate  Counsel of the Company, regarding the legality of
                the securities being registered.

       *15.1    Letter of Arthur Andersen LLP regarding unaudited interim
                financial information.

       *23.1    Consent of Arthur Andersen LLP.

       *23.2    Consent of Ernst & Young LLP.

        23.3    Consent of George W. Hearn (included in Exhibit 5.1).

        24.1    Power of Attorney (set forth on the signature page).
-----------------
     *  Filed herewith.


Item 9.    Undertakings.

         (a)    The undersigned Company hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)    To include any prospectus required by Section
                             10(a)(3) of the Securities Act;

                      (ii)   To reflect in the  prospectus  any facts or events
                             arising  after the effective date of the
                             Registration Statement (or the most recent
                             post-effective  amendment thereof)  which,
                             individually  or in the  aggregate,  represent  a
                             fundamental change   in  the   information   set
                             forth  in  the   Registration   Statement.
                             Notwithstanding the foregoing,  any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of  securities  offered would
                             not exceed that which  was  registered)  and any
                             deviation  from  the  low or  high  end of the
                             estimated  maximum  offering  range may be
                             reflected  in the form of  prospectus filed with
                             the  Commission  pursuant  to Rule 424(b) if, in
                             the  aggregate,  the changes in volume and price
                             represent  no more than a 20% change in the
                             maximum aggregate  offering price set forth in the
                             "Calculation  of  Registration  Fee" table in the
                             effective Registration Statement; and

                      (iii)  To include any material information with respect
                             to the plan of distribution not previously
                             disclosed in the Registration Statement or any
                             material change to such information in the
                             Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                  SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, this 22nd day of January, 1999.


                         FDX CORPORATION
                         (Registrant)

                         By:    /s/ James S. Hudson
                                ---------------------------------------
                         Name:  James S. Hudson
                         Title: Corporate Vice President - Strategic Financial
                                Planning and Control



                               POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Alan B. Graf, Jr. and James S.
Hudson, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                 Capacity                             Date
---------                                 --------                             ----
<S>                            <C>                                       <C>
/s/ FREDERICK W. SMITH         Chairman of the Board, President          January 22, 1999
---------------------------
Frederick W. Smith             and Chief Executive Officer and
                               Director (Principal Executive Officer)

/s/ ALAN B. GRAF, JR.          Executive Vice President and              January 22, 1999
---------------------------
Alan B. Graf, Jr.              Chief Financial Officer
                               (Principal Financial Officer)

/s/ JAMES S. HUDSON            Corporate Vice President -                January 22, 1999
---------------------------
James S. Hudson                Strategic Financial Planning
                               and Control
                               (Principal Accounting Officer)

/s/ ROBERT H. ALLEN            Director                                  January 22, 1999
---------------------------
Robert H. Allen

/s/ ROBERT L. COX              Director                                  January 22, 1999
---------------------------
Robert L. Cox

/s/ RALPH D. DENUNZIO          Director                                  January 22, 1999
---------------------------
Ralph D. DeNunzio

/s/ JUDITH L. ESTRIN           Director                                  January 22, 1999
---------------------------
Judith L. Estrin

/s/ PHILIP GREER               Director                                  January 22, 1999
---------------------------
Philip Greer

/s/  J.R. HYDE, III            Director                                  January 22, 1999
---------------------------
J.R. Hyde, III

/s/ CHARLES T. MANATT          Director                                  January 22, 1999
---------------------------
Charles T. Manatt

/s/ GEORGE J. MITCHELL         Director                                  January 22, 1999
---------------------------
George J. Mitchell

/s/ JACKSON W. SMART, JR.      Director                                  January 22, 1999
---------------------------
Jackson W. Smart, Jr.

                               Director
---------------------------
Joshua I. Smith

/s/ PAUL S. WALSH              Director                                  January 22, 1999
---------------------------
Paul S. Walsh

/s/ PETER S. WILLMOTT          Director                                  January 22, 1999
---------------------------
Peter S. Willmott

</TABLE>




                                 EXHIBIT INDEX

Exhibit
Number     Description
------     -----------

  4.1      Amended and Restated Certificate of Incorporation of the Company
           (filed as Exhibit 3.1 to Amendment No. 1 to the Company's
           Registration Statement on Form S-4 (Registration No. 333-39483),
           filed with the Commission on December 4, 1997, and incorporated
           herein by reference).

  4.2      Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
           Amendment No. 1 to the Company's Registration Statement on Form S-4
           (Registration No. 333-39483), filed with the Commission on December
           4, 1997, and incorporated herein by reference).

 *4.3      FDX Corporation 1997 Stock Incentive Plan, as amended.

 *4.4      FDX Corporation 1997 Stock Incentive Plan Stock Option Agreement.

 *5.1      Opinion of George W. Hearn,  Corporate Vice  President and Corporate
           Counsel of the Company, regarding the legality of the securities
           being registered.

*15.1      Letter of Arthur Andersen LLP regarding unaudited interim financial
           information.

*23.1      Consent of Arthur Andersen LLP.

*23.2      Consent of Ernst & Young LLP.

 23.3      Consent of George W. Hearn (included in Exhibit 5.1).

 24.1      Power of Attorney (set forth on the signature page).
-----------------
 *  Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24587}]
{"company-data": {"conformed-name": "FDX CORP", "cik": "0001048911", "assigned-sic": "4513", "irs-number": "621721435", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71065", "film-number": "99511632"}, "business-address": {"street1": "C/O FDX CORPORATION", "street2": "2005 CORPORATE AVENUE", "city": "MEMPHIS", "state": "TN", "zip": "38132", "phone": "9013955029"}, "mail-address": {"street1": "C/O FDX CORPORATION", "street2": "2005 CORPORATE AVE", "city": "MEMPHIS", "state": "TN", "zip": "38132"}}
As filed with the Securities and Exchange Commission on January 22, 1999
                                                 Registration No. 333-
================================================================================
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                FDX CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                         62-1721435
(State or Other Jurisdiction of                            (I.R.S. Employer
    Incorporation or Organization)                        Identification No.)

 6075 Poplar Avenue, Memphis, Tennessee                         38119
(Address of Principal Executive Offices)                      (Zip Code)

            FDX Corporation 1997 Stock Incentive Plan (as amended)
                           (Full Title of the Plan)

                        ------------------------------

                             KENNETH R. MASTERSON
            Executive Vice President, General Counsel and Secretary
                                FDX Corporation
                              6075 Poplar Avenue
                           Memphis, Tennessee 38119
                                (901) 369-3600
                     (Name, Address, and Telephone Number,
                  including area code, of Agent for Service)

                        ------------------------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed           Proposed              Amount of
Title Of Securities       Amount To Be            Maximum Offering   Maximum Aggregate        Registration
To Be Registered           Registered            Price Per Share(1)    Offering Price(1)           Fee
-------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.10
per share                 3,000,000 shares            $77.91            $233,730,000            $64,977
=============================================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) and (h) based upon the average ($77.91) of the high
      ($78.50) and low ($77.3125) sales prices for the Registrant's Common Stock as
      reported on the New York Stock Exchange on January 21, 1999.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           The documents containing the information specified in "Item 1. Plan
Information" and "Item 2. Registrant Information and Employee Plan Annual
Information" of Form S-8 will be sent or given to participants of the FDX
Corporation 1997 Stock Incentive Plan, as amended, as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities and
Exchange Commission either as part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act and the Note to Part I of Form S-8. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents of FDX Corporation (the "Company")
previously filed with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference in this Registration Statement:

           (a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998 (Commission File No. 333-39483);

           (b) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1998 (Commission File No. 333-39483);

           (c) The Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1998 (Commission File No. 333-39483); and

           (d) The description of the Company's common stock, par value $0.10
per share, contained in Amendment No. 1 to the Company's Registration Statement
on Form S-4 (Registration No. 333-39483) filed with the Commission on December
4, 1997.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

           Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           The legality of the shares of common stock registered hereunder has
been passed upon by George W. Hearn, the Company's Corporate Vice President and
Corporate Counsel. As of December 31, 1998, Mr. Hearn owned 6,000 shares of the
Company's common stock and held options to purchase 37,750 shares of such
common stock. Of the options granted, 10,750 were vested at such date.

Item 6.    Indemnification of Directors and Officers.

           Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
unlawful payment of dividends, or for any transaction from which the director
derived an improper personal benefit.

           ARTICLE THIRTEENTH of the Company's Amended and Restated Certificate
of Incorporation (the "Charter") provides that no director shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that ARTICLE THIRTEENTH does not
eliminate or limit the liability of a director of the Company (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to the unlawful payment of dividends) or any amendment or successor
provision thereto, or (iv) for any transaction from which the director derived
an improper personal benefit. ARTICLE THIRTEENTH of the Company's Charter does
not eliminate or limit the liability of a director for any act or omission
occurring prior to the date when ARTICLE THIRTEENTH became effective (December
3, 1997). Neither the amendment nor repeal of ARTICLE THIRTEENTH of the
Company's Charter, nor the adoption of any provision of the Charter
inconsistent with ARTICLE THIRTEENTH, will eliminate or reduce the effect of
ARTICLE THIRTEENTH with respect to any matter occurring, or any cause of
action, suit or claim that, but for ARTICLE THIRTEENTH, would accrue or arise
prior to such amendment, repeal or adoption of an inconsistent provision.

           Section 145 of the DGCL permits a corporation to indemnify any of
its directors, officers, employees or agents who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation (or another enterprise if serving at the request of the
corporation), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reason to believe that his or her conduct was
unlawful. In any threatened, pending or completed action or suit by or in the
right of the corporation, a corporation is permitted to indemnify any director,
officer, employee or agent against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made if
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which the action or suit was brought shall
determine upon application that, despite such adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the court shall deem
proper.

           Article III, Section 13 (relating to indemnification of directors)
and Article V, Section 18 (relating to indemnification of officers and managing
directors) of the Company's Amended and Restated By-laws provide that the
Company shall indemnify to the full extent authorized or permitted by the DGCL
any person made, or threatened to be made, a party to any threatened, pending
or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person or his
or her testator or intestate is or was a director, officer or managing director
of the Company or serves or served as a director, officer, employee or agent of
any other enterprise at the Company's request.

           The Company also has purchased insurance designed to protect the
Company and its directors and officers against losses arising from certain
claims, including claims under the Securities Act of 1933, as amended (the
"Securities Act").

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.  Exhibits.

         4.1    Amended and Restated Certificate of Incorporation of the
                Company (filed as Exhibit 3.1 to Amendment No. 1 to the
                Company's Registration Statement on Form S-4 (Registration No.
                333-39483), filed with the Commission on December 4, 1997, and
                incorporated herein by reference).

         4.2    Amended and Restated By-laws of the Company (filed as Exhibit
                3.2 to Amendment No. 1 to the Company's Registration Statement
                on Form S-4 (Registration No. 333-39483), filed with the
                Commission on December 4, 1997, and incorporated herein by
                reference).

        *4.3    FDX Corporation 1997 Stock Incentive Plan, as amended.

        *4.4    FDX Corporation 1997 Stock Incentive Plan Stock Option
                Agreement.

        *5.1    Opinion of George W. Hearn,  Corporate Vice  President and
                Corporate  Counsel of the Company, regarding the legality of
                the securities being registered.

       *15.1    Letter of Arthur Andersen LLP regarding unaudited interim
                financial information.

       *23.1    Consent of Arthur Andersen LLP.

       *23.2    Consent of Ernst & Young LLP.

        23.3    Consent of George W. Hearn (included in Exhibit 5.1).

        24.1    Power of Attorney (set forth on the signature page).
-----------------
     *  Filed herewith.

Item 9.    Undertakings.

         (a)    The undersigned Company hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)    To include any prospectus required by Section
                             10(a)(3) of the Securities Act;

                      (ii)   To reflect in the  prospectus  any facts or events
                             arising  after the effective date of the
                             Registration Statement (or the most recent
                             post-effective  amendment thereof)  which,
                             individually  or in the  aggregate,  represent  a
                             fundamental change   in  the   information   set
                             forth  in  the   Registration   Statement.
                             Notwithstanding the foregoing,  any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of  securities  offered would
                             not exceed that which  was  registered)  and any
                             deviation  from  the  low or  high  end of the
                             estimated  maximum  offering  range may be
                             reflected  in the form of  prospectus filed with
                             the  Commission  pursuant  to Rule 424(b) if, in
                             the  aggregate,  the changes in volume and price
                             represent  no more than a 20% change in the
                             maximum aggregate  offering price set forth in the
                             "Calculation  of  Registration  Fee" table in the
                             effective Registration Statement; and

                      (iii)  To include any material information with respect
                             to the plan of distribution not previously
                             disclosed in the Registration Statement or any
                             material change to such information in the
                             Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                  SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, this 22nd day of January, 1999.

                         FDX CORPORATION
                         (Registrant)

                         By:    /s/ James S. Hudson
                                ---------------------------------------
                         Name:  James S. Hudson
                         Title: Corporate Vice President - Strategic Financial
                                Planning and Control

                               POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Alan B. Graf, Jr. and James S.
Hudson, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                                 Capacity                             Date
---------                                 --------                             ----
/s/ FREDERICK W. SMITH         Chairman of the Board, President          January 22, 1999
---------------------------
Frederick W. Smith             and Chief Executive Officer and
                               Director (Principal Executive Officer)

/s/ ALAN B. GRAF, JR.          Executive Vice President and              January 22, 1999
---------------------------
Alan B. Graf, Jr.              Chief Financial Officer
                               (Principal Financial Officer)

/s/ JAMES S. HUDSON            Corporate Vice President -                January 22, 1999
---------------------------
James S. Hudson                Strategic Financial Planning
                               and Control
                               (Principal Accounting Officer)

/s/ ROBERT H. ALLEN            Director                                  January 22, 1999
---------------------------
Robert H. Allen

/s/ ROBERT L. COX              Director                                  January 22, 1999
---------------------------
Robert L. Cox

/s/ RALPH D. DENUNZIO          Director                                  January 22, 1999
---------------------------
Ralph D. DeNunzio

/s/ JUDITH L. ESTRIN           Director                                  January 22, 1999
---------------------------
Judith L. Estrin

/s/ PHILIP GREER               Director                                  January 22, 1999
---------------------------
Philip Greer

/s/  J.R. HYDE, III            Director                                  January 22, 1999
---------------------------
J.R. Hyde, III

/s/ CHARLES T. MANATT          Director                                  January 22, 1999
---------------------------
Charles T. Manatt

/s/ GEORGE J. MITCHELL         Director                                  January 22, 1999
---------------------------
George J. Mitchell

/s/ JACKSON W. SMART, JR.      Director                                  January 22, 1999
---------------------------
Jackson W. Smart, Jr.

                               Director
---------------------------
Joshua I. Smith

/s/ PAUL S. WALSH              Director                                  January 22, 1999
---------------------------
Paul S. Walsh

/s/ PETER S. WILLMOTT          Director                                  January 22, 1999
---------------------------
Peter S. Willmott
EXHIBIT INDEX

Exhibit
Number     Description
------     -----------

  4.1      Amended and Restated Certificate of Incorporation of the Company
           (filed as Exhibit 3.1 to Amendment No. 1 to the Company's
           Registration Statement on Form S-4 (Registration No. 333-39483),
           filed with the Commission on December 4, 1997, and incorporated
           herein by reference).

  4.2      Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
           Amendment No. 1 to the Company's Registration Statement on Form S-4
           (Registration No. 333-39483), filed with the Commission on December
           4, 1997, and incorporated herein by reference).

 *4.3      FDX Corporation 1997 Stock Incentive Plan, as amended.

 *4.4      FDX Corporation 1997 Stock Incentive Plan Stock Option Agreement.

 *5.1      Opinion of George W. Hearn,  Corporate Vice  President and Corporate
           Counsel of the Company, regarding the legality of the securities
           being registered.

*15.1      Letter of Arthur Andersen LLP regarding unaudited interim financial
           information.

*23.1      Consent of Arthur Andersen LLP.

*23.2      Consent of Ernst & Young LLP.

 23.3      Consent of George W. Hearn (included in Exhibit 5.1).

 24.1      Power of Attorney (set forth on the signature page).
-----------------
 *  Filed herewith.