<PAGE>
                                                               
                                                         

 As filed with the Securities and Exchange Commission on December 27, 1996
                                             Registration No. 333-         

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                   AIR EXPRESS INTERNATIONAL CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   31-2074327
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)
                             120 Tokeneke Road
                              Darien, CT 06820
            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

                   AIR EXPRESS INTERNATIONAL CORPORATION
                         1996 INCENTIVE STOCK PLAN
                            (Full Title of Plan)
 
                            Daniel J. McCauley
               Vice President, Secretary and General Counsel
                   Air Express International Corporation
                             120 Tokeneke Road
                              Darien, CT 06820
                                203-655-7900
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:
                         Stephen H. Cooper, Esq.
                        Weil, Gotshal & Manges LLP
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000

                      CALCULATION OF REGISTRATION FEE
                                     Proposed     Proposed
                                     Maximum      Maximum       Amount
Title of Each Class                  Offering     Aggregate        of
   of Securities     Amount to be   Price Per     Offering    Registration
  to be Registered   Registered     Share (2)     Price (2)       Fee

Common Stock,     500,000 shares(1)  $32.50      $16,250,000    $4,925.00     
$.01 par value                                
                                                       
(1)  This Registration Statement also covers such indeterminate number of
     additional shares as may be issued pursuant to the antidilution
     provisions of the 1996 Incentive Stock Plan.

(2)  Estimated solely for purposes of determining the registration fee
     pursuant to Rule 457 under the Securities Act of 1933 based upon the
     average of the high and low prices of the Registrant's Common Stock
     as reported on the Nasdaq Stock Market on December 23, 1996.
                                              
                            ------------------

<PAGE>

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


               The documents containing the information specified in this
     Part I will be sent or given to employees as specified by Rule
     428(b)(1) under the Securities Act of 1933, as amended (the
     "Securities Act").  Those documents are not required to be and are not
     filed with the Securities and Exchange Commission (the "Commission"),
     either as part of this Registration Statement or as prospectuses or
     prospectus supplements pursuant to Rule 424.  Those 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.

               The following reoffer prospectus filed as part of this
     Registration Statement has been prepared in accordance with the
     requirements of Part I of Form S-3 and, pursuant to General
     Instruction C of Form S-8,  may be used for reofferings and resales of
     shares of Common Stock acquired by the persons named therein upon the
     exercise of options granted under the Air Express International
     Corporation 1996 Incentive Stock Plan, as amended.

<PAGE>
<PAGE>
     

     REOFFER PROSPECTUS

                      AIR EXPRESS INTERNATIONAL CORPORATION

                    500,000 Shares of Common Stock under the
                      Air Express International Corporation
                            1996 Incentive Stock Plan

               Certain directors and executive officers of Air Express
     International Corporation, a Delaware corporation (the "Company"), who
     may be deemed "affiliates" of the Company as defined in Rule 405 under
     the Securities Act of 1933, as amended, may offer and sell from time
     to time shares of the Company's Common Stock, par value $.01 per
     share, that may be acquired by such persons pursuant to the Company's
     1996 Incentive Stock Plan (the "1996 Plan").  Such offers and sales
     will be made pursuant to this Reoffer Prospectus, copies of which have
     been filed with the Nasdaq Stock Market.  Persons offering and selling
     shares of Common Stock pursuant to this Reoffer Prospectus are
     referred to herein as the "Selling Stockholders."

               Shares of Common Stock may be sold from time to time by a
     Selling Stockholder directly to purchasers.  Alternatively, a Selling
     Stockholder may sell shares of Common Stock in one or more
     transactions (including block transactions) on the Nasdaq Stock
     Market, in transactions in the public market off the Nasdaq Stock
     Market, in separately negotiated transactions or in a combination of
     such transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Shares
     may be sold by Selling Stockholders through brokers acting on behalf
     of such Selling Stockholders or to dealers for resale by such dealers,
     and in connection with such sales, such brokers or dealers may receive
     compensation in the form of or commissions or discounts from such
     Selling Stockholders and/or the purchasers of such shares for whom
     they may act as broker or agent (which commissions or discounts are
     not anticipated to exceed those customary in the types of transactions
     involved).  In addition, any shares covered by this Reoffer Prospectus
     that qualify for sale pursuant to Rule 144 under the Securities Act
     may be sold under Rule 144 rather than pursuant to this Reoffer
     Prospectus.  

               All expenses of registration incurred in connection with
     this offering are being borne by the Company, but all brokerage
     commissions and other selling expenses incurred by a Selling
     Stockholder will be borne by such Selling Stockholder.  The Company
     will not be entitled to any of the proceeds from any sales of Common
     Stock by the Selling Stockholders, although the Company will receive
     payment upon exercise of any options under which shares of Common
     Stock are acquired for cash by a Selling Stockholder. 

               The Common Stock is listed for trading on the Nasdaq Stock
     Market under the symbol "AEIC".  On December 23, 1996, the closing
     price of the Common Stock on the Nasdaq Stock Market was $33.00 per
     share.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
      COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
         ANY SUPPLEMENT HERETO.  ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                                                            
                    -----------------------------------------

            The date of this Reoffer Prospectus is December 27, 1996
<PAGE>
<PAGE>
     

                              AVAILABLE INFORMATION

               The Company is subject to the informational requirements of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and in accordance therewith files reports and other information with
     the Securities and Exchange Commission (the "Commission").  Reports,
     proxy statements and other information filed by the Company with the
     Commission can be inspected and copied at the public reference
     facilities maintained by the Commission at Room 1024, 450 Fifth
     Street, N.W., Washington, D.C. 20549 or at its Regional Offices
     located at the Citicorp Center, 500 West Madison Street, Suite 1400,
     Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New
     York, New York 10048.  Copies of such material can be obtained from
     the Public Reference Section of the Commission at 450 Fifth Street,
     N.W., Washington, D.C. 20549, at prescribed rates. 

               This Reoffer Prospectus constitutes a part of a Registration
     Statement on Form S-8 filed by the Company with the Commission under
     the Securities Act (together with all amendments and exhibits thereto,
     the "Registration Statement").  This Prospectus omits certain of the
     information contained in the Registration Statement in accordance with
     the rules and regulations of the Commission.  Reference is hereby made
     to the Registration Statement and related exhibits for further
     information with respect to the Company and the shares of Common
     Stock.  Statements contained herein concerning the provisions of any
     document are not necessarily complete and, in each instance, reference
     is made to the copy of such document filed as an exhibit to the
     Registration Statement or otherwise filed with the Commission.  Each
     such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference in this
     Prospectus:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995; 

          (b)  Amendment No. 1 on Form 10-K/A to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1995;

          (c)  the Company's Quarterly Report on Form 10-Q for the quarters
               ended March 31, 1996, June 30, 1996 and September 30, 1996;

          (d)  the Company's Current Report on Form 8-K dated July 26,
               1996; and

          (e)  the Company's Registration Statement on Form 8-B with
               respect to registration of the Common Stock under Section 12
               of the Exchange Act.

               All documents filed by the Company pursuant to Sections
     13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
     of this Prospectus and prior to the filing of a post-effective
     amendment indicating that all securities offered hereby have been sold
     or deregistering all securities then remaining unsold, shall be deemed
     to be incorporated by reference into this Prospectus 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 Prospectus to the extent
     that a statement contained herein or in any subsequently filed
     document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Prospectus.  All information
     appearing in this Prospectus is qualified in its entirety by the
     information and financial statements (including notes

<PAGE>
<PAGE>
     

     thereto) appearing in the documents incorporated herein by reference,
     except to the extent set forth in the immediately preceding statement.

               The Company will provide without charge to each person to
     whom a copy of this Prospectus is delivered, on the written or oral
     request of such person, a copy of any or all documents incorporated by
     reference into this Prospectus except the exhibits to such documents
     (unless such exhibits are specifically incorporated by reference in
     such documents).  Requests for such copies should be directed to Air
     Express International Corporation, 120 Tokeneke Road, Darien,
     Connecticut 06820 (telephone number (203) 655-7900), attention:
     Corporate Secretary. 

                                   THE COMPANY

               The Company is the oldest and largest international air
     freight forwarder based in the United States.  Through its global
     network of Company-operated facilities and agents, it consolidates,
     documents and arranges for transportation of its customers' shipments
     of heavy cargo throughout the world.  During 1995, the Company handled
     more than 1,774,000 individual airfreight shipments, with an average
     weight of 519 pounds, to nearly 2,860 cities in more than 180
     countries.  The Company also provides customs brokerage services and
     ocean freight consolidation and forwarding services.

               The Company is a Delaware corporation.  Its principal
     executive offices are located at 120 Tokeneke Road, Darien,
     Connecticut 06820, and its telephone number at that address is (203)
     655-7900.

                              SELLING STOCKHOLDERS

               The Selling Stockholders are executive officers and
     directors of the Company.  Prior to the commencement of offers and
     sales by the Selling Stockholders, and from time to time thereafter,
     this Reoffer Prospectus will be amended or supplemented to set forth
     in tabular form (a) the name and position or positions with the
     Company and/or its subsidiaries of each Selling Stockholder; (b) the
     number of shares of Common Stock beneficially owned (as such term is
     defined in Rule 13d-3 under the Exchange Act) by each Selling
     Stockholder as of a recent date; (c) the number of shares of Common
     Stock that each Selling Stockholder may offer for sale from time to
     time pursuant to this Reoffer Prospectus, whether or not such Selling
     Stockholder has a present intention to do so; and (d) the number and
     percentage of the outstanding shares of Common Stock to be
     beneficially owned by each Selling Stockholder following the sale of
     all shares that may be so offered, assuming no other change in the
     beneficial ownership of the Company's Common Stock by such Selling
     Stockholder.

                              PLAN OF DISTRIBUTION

               The shares of Common Stock may be sold from time to time to
     purchasers directly by any of the Selling Stockholders. 
     Alternatively, the Selling Stockholders may sell the shares of Common
     Stock in one or more transactions (including block transactions) on
     the Nasdaq Stock Market, in sales occurring in the public market off
     the Nasdaq Stock Market, in separately negotiated transactions or in a
     combination of such transactions.  Each sale may be made either at
     market prices prevailing at the time of such sale or at negotiated
     prices.  Shares may be sold by Selling Stockholders through brokers
     acting on behalf of such Selling Stockholders or to dealers for resale
     by such dealers; and in connection with such sales, such brokers or
     dealers may receive compensation in the form of discounts or
     commissions from such Selling Stockholders and/or the purchasers of
     such shares for whom they may act as broker or agent (which discounts
     or commissions are not anticipated to exceed those customary in the
     types of transactions involved).  In addition, any shares covered by
     this Prospectus which qualify for sale pursuant to Rule 144 under the
     Securities Act may be sold under Rule 144 rather than pursuant to this
     Prospectus.  
<PAGE>
<PAGE>
     

               The Selling Stockholders and any dealer participating in the
     distribution of any shares of Common Stock or any broker executing
     selling orders on behalf of the Selling Stockholders may be deemed to
     be "underwriters" within the meaning of the Securities Act, in which
     event any profit on the sale of any or all of the shares of Common
     Stock by them and any discounts or commissions received by any such
     brokers or dealers may be deemed to be underwriting discounts and
     commissions under the Securities Act.

               In order to comply with the securities laws of certain
     states, if applicable, the shares will be sold only through registered
     or licensed brokers or dealers.  In addition, in certain states, the
     shares may not be sold unless they have been registered or qualified
     for sale in such state or an exemption from such registration or
     qualification requirement is available and is complied with.

               All expenses incurred in connection with registration of the
     shares under the Securities Act are being borne by the Company, but
     all brokerage commissions and other selling expenses incurred by a
     Selling Stockholder will be borne by such Selling Stockholder.  The
     Company will not receive any proceeds from any sales of Common Stock
     offered by Selling Stockholders pursuant to this Prospectus, although
     the Company will receive payment upon the exercise of any options
     under which shares of Common Stock are acquired by the Selling
     Stockholders for cash.

                                     EXPERTS

          The financial statements incorporated in this Prospectus by
     reference from the Company's Annual Report on Form 10-K for the year
     ended December 31, 1995 have been audited by Arthur Andersen LLP,
     independent auditors, as stated in their report, which is incorporated
     herein by reference, and have been so incorporated in reliance upon
     the report of such firm given upon their authority as experts in
     accounting and auditing.



     NYFS03...:\16\12316\0001\27\FRMD246K.110
<PAGE>

<PAGE>
     

                                                                      
     ==============================     ==============================
          NO DEALER, SALESMAN OR
     OTHER PERSON HAS BEEN
     AUTHORIZED TO GIVE ANY
     INFORMATION OR TO MAKE ANY
     REPRESENTATION NOT CONTAINED
     IN THIS PROSPECTUS AND, IF                   Air Express
     GIVEN OR MADE, SUCH                         International
     INFORMATION OR REPRESENTATION                Corporation
     MUST NOT BE RELIED UPON AS
     HAVING BEEN AUTHORIZED BY THE
     COMPANY.  THIS PROSPECTUS DOES
     NOT CONSTITUTE AN OFFER TO
     SELL OR A SOLICITATION OF AN
     OFFER TO BUY ANY OF THE                    500,000 Shares
     SECURITIES OFFERED HEREBY IN
     ANY JURISDICTION TO ANY PERSON                   of
     TO WHOM IT IS UNLAWFUL TO MAKE
     SUCH OFFER IN SUCH                          Common Stock
     JURISDICTION.  NEITHER THE                (par value $.01)
     DELIVERY OF THIS PROSPECTUS
     NOR ANY SALE MADE HEREUNDER
     SHALL, UNDER ANY CIRCUM-
     STANCES, CREATE ANY
     IMPLICATION THAT THE
     INFORMATION HEREIN IS CORRECT
     AS OF ANY TIME SUBSEQUENT TO                                
     THE DATE HEREOF OR THAT THERE            --------------------
     HAS BEEN NO CHANGE IN THE                
     AFFAIRS OF THE COMPANY SINCE              P R O S P E C T U S
     SUCH DATE.                                
                                               --------------------

                                              
          ____________________                 


            TABLE OF CONTENTS
                                      Page
                                      ----    
    Available Information. . . . . .   2 
     Incorporation of Certain
       Documents by Reference. . . .   2 
     The Company . . . . . . . . . .   3 
     Selling Stockholders. . . . . .   3 
     Plan of Distribution. . . . . .   3 
     Experts . . . . . . . . . . . .   4 



                                                December 27, 1996


                                                                      
     ==============================     ==============================
<PAGE>

<PAGE>
     

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995;

          (b)  Amendment No. 1 on Form 10K/A to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1995;

          (c)  the Company's Quarterly Reports on Form 10-Q for the
               quarters ended March 31, 1996, June 30, 1996 and September
               30, 1996;

          (d)  the Company's Current Report on Form 8-K dated July 26,
               1996; and

          (e)  the Company's Registration Statement on Form 8-B with
               respect to registration of the Common Stock under Section 12
               of the Exchange Act (File No. 1-8306).

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment indicating that all securities
     offered hereby have been sold or deregistering all securities then
     remaining unsold, shall be deemed to be incorporated by reference.

     ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Generally, Section 145 of the General Corporation Law of the
     State of Delaware (the "DGCL") permits a corporation to indemnify
     certain persons made a party to an action, by reason of the fact that
     such person is or was a director, officer, employee or agent of the
     corporation or is or was serving at the request of the corporation as
     a director, officer, employee or agent of another corporation or
     enterprise.  In the case of an action by or in the right of the
     corporation, no indemnification may be made in respect of any matter
     as to which that person was adjudged liable for negligence or
     misconduct in the performance of that person's duty to the corporation
     unless the Delaware Court of Chancery or the court in which
     the action was brought determines that despite the adjudication of
     liability that person is fairly and reasonably entitled to indemnity
     for proper expenses.  To the extent that person has been successful in
     the defense of any matter, that person shall be indemnified against
     expenses actually and reasonably incurred by him.

          Section 102(b)(7) of the DGCL enables a Delaware corporation to
     include a provision in its certificate of incorporation limiting a
     director's liability to the corporation or its stockholders for
     monetary damages for breaches of fiduciary duty as a director.  The
     Registrant has adopted a provision in its Certificate of Incorporation
     that provides for indemnification of its officers and directors to the
     full extent permitted under Delaware law.


                                       II-1

<PAGE>

<PAGE>
     

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable. 


     ITEM 8.   EXHIBITS.

     Exhibit No.    Description
     -----------    -----------

     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit C to the
                    Company's Current Report on Form 8-K filed July 20,
                    1987).

     4(b)           Certificate of Amendment dated June 29, 1992 to the
                    Certificate of Incorporation of the Company
                    (incorporated by reference to Exhibit 4(d)(i) to the
                    Company's Registration Statement on Form S-3
                    (Registration No. 33-56114)).

     4(c)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit J to the Company's Current
                    Report on Form 8-K filed March 22, 1991).

     4(d)           Air Express International Corporation 1996 Incentive
                    Stock Plan (incorporated herein by reference to Annex A
                    to the Company's Proxy Statement, dated May 17, 1996,
                    for its 1996 Annual Meeting of Stockholders).

     5              Opinion of Daniel J. McCauley, Vice President, Secretary and
                    General Counsel of the Company.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Daniel J. McCauley (included in Exhibit 5).

     24             Power of attorney of certain officers and directors of
                    the Company (included on the signature page to this
                    Registration Statement).


     ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

               (a)  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 this 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 this
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in the 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 and of the estimated maximum offering range may
               be reflected in the form of prospectus filed with the
               Securities and Exchange Commission pursuant to Rule 424(b)
               if, in the aggregate, the changes in volume and price
               represent no more than a 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective Registration
               Statement.

                                       II-2

<PAGE>

<PAGE>
     

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

          provided, however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if 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
          Securities and Exchange Commission by the Registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act of
          1934 that are incorporated by reference in this Registration
          Statement.

               (b)  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.

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

          The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable, each
     filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Securities Exchange Act of 1934) 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.

          Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange 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 Registrant of expenses
     incurred or paid by a director or officer or controlling person of the
     Registrant 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
     Registrant 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 of 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.


                                       II-3

<PAGE>

<PAGE>
     


                                   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 Town of
     Darien, State of Connecticut on December 23, 1996.

                               AIR EXPRESS INTERNATIONAL CORPORATION


                               By:/s/ DANIEL J. MCCAULEY                   
                                  -----------------------------------------
                                         Daniel J. McCauley,
                                         Vice President, Secretary and
                                          General Counsel


                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below hereby constitutes and appoints Daniel J.
     McCauley his true and lawful attorney-in-fact and agent, with full
     power of substitution and revocation, in his place and stead in any
     and all capacities, to sign any and all amendments (including post-
     effective amendments) to this Registration Statement, and to file the
     same with all exhibits thereto, and any other documents in connection
     therewith, with the Securities and Exchange Commission, granting unto
     said attorney-in-fact and agent 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 might or could do in
     person, thereby ratifying and confirming all that said attorney-in-
     fact and agent 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                 TITLE                             DATE
            ---------                 -----                             ----

<S>                             <C>                                   <C>
     /s/ HENDRIK J. HARTONG,JR.    Chairman                               December 23, 1996
     -------------------------     
                                   of the Board                       
         Hendrik J. Hartong, Jr.   of Directors

     /s/ GUENTER ROHRMANN          President and Chief Executive Officer  December 23, 1996
     --------------------
         Guenter Rohrmann          (principal executive officer)
                                   and a Director

     /s/ DENNIS M. DOLAN           Vice President and                     December 23, 1996
     --------------------
         Dennis M. Dolan           Chief Financial Officer
                                   (principal financial officer)

     /s/ WALTER L. MCMASTER        Vice President and Controller          December 23, 1996
     -----------------------   
         Walter L. McMaster        (principal accounting officer)

     /s/ JOHN M. FOWLER            Director                               December 23, 1996
     --------------------
         John M. Fowler

</TABLE>


                                       II-4

<PAGE>

<PAGE>
<TABLE>     

<S>                         <C>              <C>
     /s/ DONALD J. KELLER       Director        December 23, 1996
     --------------------
         Donald J. Keller

     /s/ ANDREW L. LEWIS IV     Director        December 23, 1996
     ----------------------
         Andrew L. Lewis IV

     /s/ RICHARD T. NINER       Director        December 23, 1996
     --------------------
         Richard T. Niner


     /s/ JOHN RADZIWILL         Director        December 23, 1996
     ------------------
         John Radziwill

     /s/ NOEL E. VARGAS         Director        December 23, 1996
     ------------------
         Noel E. Vargas

</TABLE>
                                       II-5

<PAGE>

<PAGE>
     





                                  EXHIBIT INDEX

     Exhibit No.    Description
     -----------    -----------
     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit C to the
                    Company's Current Report on Form 8-K filed July 20,
                    1987).

     4(b)           Certificate of Amendment dated June 29, 1992 to the
                    Certificate of Incorporation of the Company
                    (incorporated by reference to Exhibit 4(d)(i) to the
                    Company's Registration Statement on Form S-3
                    (Registration No. 33-56114)).

     4(c)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit J to the Company's Current
                    Report on Form 8-K filed March 22, 1991).

     4(d)           Air Express International Corporation 1996 Incentive
                    Stock Plan (incorporated herein by reference to Annex A
                    to the Company's Proxy Statement, dated May 17, 1996,
                    for its 1996 Annual Meeting of Stockholders).

     5              Opinion of Daniel J. McCauley, Vice President, Secretary and
                    General Counsel of the Company.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Daniel J. McCauley (included in Exhibit 5).

     24             Power of attorney of certain officers and directors of
                    the Company (included on the signature page to this
                    Registration Statement).
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As filed with the Securities and Exchange Commission on December 27, 1996
                                             Registration No. 333-         

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                   AIR EXPRESS INTERNATIONAL CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   31-2074327
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)
                             120 Tokeneke Road
                              Darien, CT 06820
            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

                   AIR EXPRESS INTERNATIONAL CORPORATION
                         1996 INCENTIVE STOCK PLAN
                            (Full Title of Plan)
 
                            Daniel J. McCauley
               Vice President, Secretary and General Counsel
                   Air Express International Corporation
                             120 Tokeneke Road
                              Darien, CT 06820
                                203-655-7900
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:
                         Stephen H. Cooper, Esq.
                        Weil, Gotshal & Manges LLP
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000

                      CALCULATION OF REGISTRATION FEE
                                     Proposed     Proposed
                                     Maximum      Maximum       Amount
Title of Each Class                  Offering     Aggregate        of
   of Securities     Amount to be   Price Per     Offering    Registration
  to be Registered   Registered     Share (2)     Price (2)       Fee

Common Stock,     500,000 shares(1)  $32.50      $16,250,000    $4,925.00     
$.01 par value                                
                                                       
(1)  This Registration Statement also covers such indeterminate number of
     additional shares as may be issued pursuant to the antidilution
     provisions of the 1996 Incentive Stock Plan.

(2)  Estimated solely for purposes of determining the registration fee
     pursuant to Rule 457 under the Securities Act of 1933 based upon the
     average of the high and low prices of the Registrant's Common Stock
     as reported on the Nasdaq Stock Market on December 23, 1996.
                                              
                            ------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The documents containing the information specified in this
     Part I will be sent or given to employees as specified by Rule
     428(b)(1) under the Securities Act of 1933, as amended (the
     "Securities Act").  Those documents are not required to be and are not
     filed with the Securities and Exchange Commission (the "Commission"),
     either as part of this Registration Statement or as prospectuses or
     prospectus supplements pursuant to Rule 424.  Those 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.

               The following reoffer prospectus filed as part of this
     Registration Statement has been prepared in accordance with the
     requirements of Part I of Form S-3 and, pursuant to General
     Instruction C of Form S-8,  may be used for reofferings and resales of
     shares of Common Stock acquired by the persons named therein upon the
     exercise of options granted under the Air Express International
     Corporation 1996 Incentive Stock Plan, as amended.
REOFFER PROSPECTUS

                      AIR EXPRESS INTERNATIONAL CORPORATION

                    500,000 Shares of Common Stock under the
                      Air Express International Corporation
                            1996 Incentive Stock Plan

               Certain directors and executive officers of Air Express
     International Corporation, a Delaware corporation (the "Company"), who
     may be deemed "affiliates" of the Company as defined in Rule 405 under
     the Securities Act of 1933, as amended, may offer and sell from time
     to time shares of the Company's Common Stock, par value $.01 per
     share, that may be acquired by such persons pursuant to the Company's
     1996 Incentive Stock Plan (the "1996 Plan").  Such offers and sales
     will be made pursuant to this Reoffer Prospectus, copies of which have
     been filed with the Nasdaq Stock Market.  Persons offering and selling
     shares of Common Stock pursuant to this Reoffer Prospectus are
     referred to herein as the "Selling Stockholders."

               Shares of Common Stock may be sold from time to time by a
     Selling Stockholder directly to purchasers.  Alternatively, a Selling
     Stockholder may sell shares of Common Stock in one or more
     transactions (including block transactions) on the Nasdaq Stock
     Market, in transactions in the public market off the Nasdaq Stock
     Market, in separately negotiated transactions or in a combination of
     such transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Shares
     may be sold by Selling Stockholders through brokers acting on behalf
     of such Selling Stockholders or to dealers for resale by such dealers,
     and in connection with such sales, such brokers or dealers may receive
     compensation in the form of or commissions or discounts from such
     Selling Stockholders and/or the purchasers of such shares for whom
     they may act as broker or agent (which commissions or discounts are
     not anticipated to exceed those customary in the types of transactions
     involved).  In addition, any shares covered by this Reoffer Prospectus
     that qualify for sale pursuant to Rule 144 under the Securities Act
     may be sold under Rule 144 rather than pursuant to this Reoffer
     Prospectus.  

               All expenses of registration incurred in connection with
     this offering are being borne by the Company, but all brokerage
     commissions and other selling expenses incurred by a Selling
     Stockholder will be borne by such Selling Stockholder.  The Company
     will not be entitled to any of the proceeds from any sales of Common
     Stock by the Selling Stockholders, although the Company will receive
     payment upon exercise of any options under which shares of Common
     Stock are acquired for cash by a Selling Stockholder. 

               The Common Stock is listed for trading on the Nasdaq Stock
     Market under the symbol "AEIC".  On December 23, 1996, the closing
     price of the Common Stock on the Nasdaq Stock Market was $33.00 per
     share.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
      COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
         ANY SUPPLEMENT HERETO.  ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                                                            
                    -----------------------------------------

            The date of this Reoffer Prospectus is December 27, 1996
AVAILABLE INFORMATION

               The Company is subject to the informational requirements of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and in accordance therewith files reports and other information with
     the Securities and Exchange Commission (the "Commission").  Reports,
     proxy statements and other information filed by the Company with the
     Commission can be inspected and copied at the public reference
     facilities maintained by the Commission at Room 1024, 450 Fifth
     Street, N.W., Washington, D.C. 20549 or at its Regional Offices
     located at the Citicorp Center, 500 West Madison Street, Suite 1400,
     Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New
     York, New York 10048.  Copies of such material can be obtained from
     the Public Reference Section of the Commission at 450 Fifth Street,
     N.W., Washington, D.C. 20549, at prescribed rates. 

               This Reoffer Prospectus constitutes a part of a Registration
     Statement on Form S-8 filed by the Company with the Commission under
     the Securities Act (together with all amendments and exhibits thereto,
     the "Registration Statement").  This Prospectus omits certain of the
     information contained in the Registration Statement in accordance with
     the rules and regulations of the Commission.  Reference is hereby made
     to the Registration Statement and related exhibits for further
     information with respect to the Company and the shares of Common
     Stock.  Statements contained herein concerning the provisions of any
     document are not necessarily complete and, in each instance, reference
     is made to the copy of such document filed as an exhibit to the
     Registration Statement or otherwise filed with the Commission.  Each
     such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference in this
     Prospectus:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995; 

          (b)  Amendment No. 1 on Form 10-K/A to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1995;

          (c)  the Company's Quarterly Report on Form 10-Q for the quarters
               ended March 31, 1996, June 30, 1996 and September 30, 1996;

          (d)  the Company's Current Report on Form 8-K dated July 26,
               1996; and

          (e)  the Company's Registration Statement on Form 8-B with
               respect to registration of the Common Stock under Section 12
               of the Exchange Act.

               All documents filed by the Company pursuant to Sections
     13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
     of this Prospectus and prior to the filing of a post-effective
     amendment indicating that all securities offered hereby have been sold
     or deregistering all securities then remaining unsold, shall be deemed
     to be incorporated by reference into this Prospectus 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 Prospectus to the extent
     that a statement contained herein or in any subsequently filed
     document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Prospectus.  All information
     appearing in this Prospectus is qualified in its entirety by the
     information and financial statements (including notes
thereto) appearing in the documents incorporated herein by reference,
     except to the extent set forth in the immediately preceding statement.

               The Company will provide without charge to each person to
     whom a copy of this Prospectus is delivered, on the written or oral
     request of such person, a copy of any or all documents incorporated by
     reference into this Prospectus except the exhibits to such documents
     (unless such exhibits are specifically incorporated by reference in
     such documents).  Requests for such copies should be directed to Air
     Express International Corporation, 120 Tokeneke Road, Darien,
     Connecticut 06820 (telephone number (203) 655-7900), attention:
     Corporate Secretary. 

                                   THE COMPANY

               The Company is the oldest and largest international air
     freight forwarder based in the United States.  Through its global
     network of Company-operated facilities and agents, it consolidates,
     documents and arranges for transportation of its customers' shipments
     of heavy cargo throughout the world.  During 1995, the Company handled
     more than 1,774,000 individual airfreight shipments, with an average
     weight of 519 pounds, to nearly 2,860 cities in more than 180
     countries.  The Company also provides customs brokerage services and
     ocean freight consolidation and forwarding services.

               The Company is a Delaware corporation.  Its principal
     executive offices are located at 120 Tokeneke Road, Darien,
     Connecticut 06820, and its telephone number at that address is (203)
     655-7900.

                              SELLING STOCKHOLDERS

               The Selling Stockholders are executive officers and
     directors of the Company.  Prior to the commencement of offers and
     sales by the Selling Stockholders, and from time to time thereafter,
     this Reoffer Prospectus will be amended or supplemented to set forth
     in tabular form (a) the name and position or positions with the
     Company and/or its subsidiaries of each Selling Stockholder; (b) the
     number of shares of Common Stock beneficially owned (as such term is
     defined in Rule 13d-3 under the Exchange Act) by each Selling
     Stockholder as of a recent date; (c) the number of shares of Common
     Stock that each Selling Stockholder may offer for sale from time to
     time pursuant to this Reoffer Prospectus, whether or not such Selling
     Stockholder has a present intention to do so; and (d) the number and
     percentage of the outstanding shares of Common Stock to be
     beneficially owned by each Selling Stockholder following the sale of
     all shares that may be so offered, assuming no other change in the
     beneficial ownership of the Company's Common Stock by such Selling
     Stockholder.

                              PLAN OF DISTRIBUTION

               The shares of Common Stock may be sold from time to time to
     purchasers directly by any of the Selling Stockholders. 
     Alternatively, the Selling Stockholders may sell the shares of Common
     Stock in one or more transactions (including block transactions) on
     the Nasdaq Stock Market, in sales occurring in the public market off
     the Nasdaq Stock Market, in separately negotiated transactions or in a
     combination of such transactions.  Each sale may be made either at
     market prices prevailing at the time of such sale or at negotiated
     prices.  Shares may be sold by Selling Stockholders through brokers
     acting on behalf of such Selling Stockholders or to dealers for resale
     by such dealers; and in connection with such sales, such brokers or
     dealers may receive compensation in the form of discounts or
     commissions from such Selling Stockholders and/or the purchasers of
     such shares for whom they may act as broker or agent (which discounts
     or commissions are not anticipated to exceed those customary in the
     types of transactions involved).  In addition, any shares covered by
     this Prospectus which qualify for sale pursuant to Rule 144 under the
     Securities Act may be sold under Rule 144 rather than pursuant to this
     Prospectus.
The Selling Stockholders and any dealer participating in the
     distribution of any shares of Common Stock or any broker executing
     selling orders on behalf of the Selling Stockholders may be deemed to
     be "underwriters" within the meaning of the Securities Act, in which
     event any profit on the sale of any or all of the shares of Common
     Stock by them and any discounts or commissions received by any such
     brokers or dealers may be deemed to be underwriting discounts and
     commissions under the Securities Act.

               In order to comply with the securities laws of certain
     states, if applicable, the shares will be sold only through registered
     or licensed brokers or dealers.  In addition, in certain states, the
     shares may not be sold unless they have been registered or qualified
     for sale in such state or an exemption from such registration or
     qualification requirement is available and is complied with.

               All expenses incurred in connection with registration of the
     shares under the Securities Act are being borne by the Company, but
     all brokerage commissions and other selling expenses incurred by a
     Selling Stockholder will be borne by such Selling Stockholder.  The
     Company will not receive any proceeds from any sales of Common Stock
     offered by Selling Stockholders pursuant to this Prospectus, although
     the Company will receive payment upon the exercise of any options
     under which shares of Common Stock are acquired by the Selling
     Stockholders for cash.

                                     EXPERTS

          The financial statements incorporated in this Prospectus by
     reference from the Company's Annual Report on Form 10-K for the year
     ended December 31, 1995 have been audited by Arthur Andersen LLP,
     independent auditors, as stated in their report, which is incorporated
     herein by reference, and have been so incorporated in reliance upon
     the report of such firm given upon their authority as experts in
     accounting and auditing.

     NYFS03...:\16\12316\0001\27\FRMD246K.110
==============================     ==============================
          NO DEALER, SALESMAN OR
     OTHER PERSON HAS BEEN
     AUTHORIZED TO GIVE ANY
     INFORMATION OR TO MAKE ANY
     REPRESENTATION NOT CONTAINED
     IN THIS PROSPECTUS AND, IF                   Air Express
     GIVEN OR MADE, SUCH                         International
     INFORMATION OR REPRESENTATION                Corporation
     MUST NOT BE RELIED UPON AS
     HAVING BEEN AUTHORIZED BY THE
     COMPANY.  THIS PROSPECTUS DOES
     NOT CONSTITUTE AN OFFER TO
     SELL OR A SOLICITATION OF AN
     OFFER TO BUY ANY OF THE                    500,000 Shares
     SECURITIES OFFERED HEREBY IN
     ANY JURISDICTION TO ANY PERSON                   of
     TO WHOM IT IS UNLAWFUL TO MAKE
     SUCH OFFER IN SUCH                          Common Stock
     JURISDICTION.  NEITHER THE                (par value $.01)
     DELIVERY OF THIS PROSPECTUS
     NOR ANY SALE MADE HEREUNDER
     SHALL, UNDER ANY CIRCUM-
     STANCES, CREATE ANY
     IMPLICATION THAT THE
     INFORMATION HEREIN IS CORRECT
     AS OF ANY TIME SUBSEQUENT TO                                
     THE DATE HEREOF OR THAT THERE            --------------------
     HAS BEEN NO CHANGE IN THE                
     AFFAIRS OF THE COMPANY SINCE              P R O S P E C T U S
     SUCH DATE.                                
                                               --------------------

                                              
          ____________________                 

            TABLE OF CONTENTS
                                      Page
                                      ----    
    Available Information. . . . . .   2 
     Incorporation of Certain
       Documents by Reference. . . .   2 
     The Company . . . . . . . . . .   3 
     Selling Stockholders. . . . . .   3 
     Plan of Distribution. . . . . .   3 
     Experts . . . . . . . . . . . .   4 

                                                December 27, 1996

                                                                      
     ==============================     ==============================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995;

          (b)  Amendment No. 1 on Form 10K/A to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1995;

          (c)  the Company's Quarterly Reports on Form 10-Q for the
               quarters ended March 31, 1996, June 30, 1996 and September
               30, 1996;

          (d)  the Company's Current Report on Form 8-K dated July 26,
               1996; and

          (e)  the Company's Registration Statement on Form 8-B with
               respect to registration of the Common Stock under Section 12
               of the Exchange Act (File No. 1-8306).

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment indicating that all securities
     offered hereby have been sold or deregistering all securities then
     remaining unsold, shall be deemed to be incorporated by reference.

     ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Generally, Section 145 of the General Corporation Law of the
     State of Delaware (the "DGCL") permits a corporation to indemnify
     certain persons made a party to an action, by reason of the fact that
     such person is or was a director, officer, employee or agent of the
     corporation or is or was serving at the request of the corporation as
     a director, officer, employee or agent of another corporation or
     enterprise.  In the case of an action by or in the right of the
     corporation, no indemnification may be made in respect of any matter
     as to which that person was adjudged liable for negligence or
     misconduct in the performance of that person's duty to the corporation
     unless the Delaware Court of Chancery or the court in which
     the action was brought determines that despite the adjudication of
     liability that person is fairly and reasonably entitled to indemnity
     for proper expenses.  To the extent that person has been successful in
     the defense of any matter, that person shall be indemnified against
     expenses actually and reasonably incurred by him.

          Section 102(b)(7) of the DGCL enables a Delaware corporation to
     include a provision in its certificate of incorporation limiting a
     director's liability to the corporation or its stockholders for
     monetary damages for breaches of fiduciary duty as a director.  The
     Registrant has adopted a provision in its Certificate of Incorporation
     that provides for indemnification of its officers and directors to the
     full extent permitted under Delaware law.

                                       II-1
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable. 

     ITEM 8.   EXHIBITS.

     Exhibit No.    Description
     -----------    -----------

     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit C to the
                    Company's Current Report on Form 8-K filed July 20,
                    1987).

     4(b)           Certificate of Amendment dated June 29, 1992 to the
                    Certificate of Incorporation of the Company
                    (incorporated by reference to Exhibit 4(d)(i) to the
                    Company's Registration Statement on Form S-3
                    (Registration No. 33-56114)).

     4(c)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit J to the Company's Current
                    Report on Form 8-K filed March 22, 1991).

     4(d)           Air Express International Corporation 1996 Incentive
                    Stock Plan (incorporated herein by reference to Annex A
                    to the Company's Proxy Statement, dated May 17, 1996,
                    for its 1996 Annual Meeting of Stockholders).

     5              Opinion of Daniel J. McCauley, Vice President, Secretary and
                    General Counsel of the Company.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Daniel J. McCauley (included in Exhibit 5).

     24             Power of attorney of certain officers and directors of
                    the Company (included on the signature page to this
                    Registration Statement).

     ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

               (a)  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 this 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 this
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in the 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 and of the estimated maximum offering range may
               be reflected in the form of prospectus filed with the
               Securities and Exchange Commission pursuant to Rule 424(b)
               if, in the aggregate, the changes in volume and price
               represent no more than a 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective Registration
               Statement.

                                       II-2
(iii)  to include any material information with respect
               to the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such
               information in this Registration Statement;

          provided, however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if 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
          Securities and Exchange Commission by the Registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act of
          1934 that are incorporated by reference in this Registration
          Statement.

               (b)  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.

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

          The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable, each
     filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Securities Exchange Act of 1934) 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.

          Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange 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 Registrant of expenses
     incurred or paid by a director or officer or controlling person of the
     Registrant 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
     Registrant 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 of 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.

                                       II-3
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 Town of
     Darien, State of Connecticut on December 23, 1996.

                               AIR EXPRESS INTERNATIONAL CORPORATION

                               By:/s/ DANIEL J. MCCAULEY                   
                                  -----------------------------------------
                                         Daniel J. McCauley,
                                         Vice President, Secretary and
                                          General Counsel

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below hereby constitutes and appoints Daniel J.
     McCauley his true and lawful attorney-in-fact and agent, with full
     power of substitution and revocation, in his place and stead in any
     and all capacities, to sign any and all amendments (including post-
     effective amendments) to this Registration Statement, and to file the
     same with all exhibits thereto, and any other documents in connection
     therewith, with the Securities and Exchange Commission, granting unto
     said attorney-in-fact and agent 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 might or could do in
     person, thereby ratifying and confirming all that said attorney-in-
     fact and agent 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                 TITLE                             DATE
            ---------                 -----                             ----
/s/ HENDRIK J. HARTONG,JR.    Chairman                               December 23, 1996
     -------------------------     
                                   of the Board                       
         Hendrik J. Hartong, Jr.   of Directors

     /s/ GUENTER ROHRMANN          President and Chief Executive Officer  December 23, 1996
     --------------------
         Guenter Rohrmann          (principal executive officer)
                                   and a Director

     /s/ DENNIS M. DOLAN           Vice President and                     December 23, 1996
     --------------------
         Dennis M. Dolan           Chief Financial Officer
                                   (principal financial officer)

     /s/ WALTER L. MCMASTER        Vice President and Controller          December 23, 1996
     -----------------------   
         Walter L. McMaster        (principal accounting officer)

     /s/ JOHN M. FOWLER            Director                               December 23, 1996
     --------------------
         John M. Fowler
II-4
/s/ DONALD J. KELLER       Director        December 23, 1996
     --------------------
         Donald J. Keller

     /s/ ANDREW L. LEWIS IV     Director        December 23, 1996
     ----------------------
         Andrew L. Lewis IV

     /s/ RICHARD T. NINER       Director        December 23, 1996
     --------------------
         Richard T. Niner

     /s/ JOHN RADZIWILL         Director        December 23, 1996
     ------------------
         John Radziwill

     /s/ NOEL E. VARGAS         Director        December 23, 1996
     ------------------
         Noel E. Vargas
II-5
EXHIBIT INDEX

     Exhibit No.    Description
     -----------    -----------
     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit C to the
                    Company's Current Report on Form 8-K filed July 20,
                    1987).

     4(b)           Certificate of Amendment dated June 29, 1992 to the
                    Certificate of Incorporation of the Company
                    (incorporated by reference to Exhibit 4(d)(i) to the
                    Company's Registration Statement on Form S-3
                    (Registration No. 33-56114)).

     4(c)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit J to the Company's Current
                    Report on Form 8-K filed March 22, 1991).

     4(d)           Air Express International Corporation 1996 Incentive
                    Stock Plan (incorporated herein by reference to Annex A
                    to the Company's Proxy Statement, dated May 17, 1996,
                    for its 1996 Annual Meeting of Stockholders).

     5              Opinion of Daniel J. McCauley, Vice President, Secretary and
                    General Counsel of the Company.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Daniel J. McCauley (included in Exhibit 5).

     24             Power of attorney of certain officers and directors of
                    the Company (included on the signature page to this
                    Registration Statement).