<PAGE>


   As filed with the Securities and Exchange Commission on April 1, 1994
                                                 Registration No. 33-      
 ==========================================================================
                     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                            36-2074327
   (State or Other Jurisdiction of    (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                             120 Tokeneke Road
                         Darien, Connecticut  06820
       (Address, Including Zip Code, of Principal Executive Offices)

                         1991 Incentive Stock Plan
                            (Full Title of Plan)

                             Daniel J. McCauley
               Vice President, Secretary and General Counsel
                   Air Express International Corporation
                             120 Tokeneke Road
                         Darien, Connecticut  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
                              767 Fifth Avenue
                          New York, New York 10153
                                212-310-8000

                           -----------------------
<TABLE>
<CAPTION>

                                                CALCULATION OF REGISTRATION FEE
=============================================================================================================================
<S>                                       <C>               <C>                    <C>                  <C>
                                                              Proposed Maximum      Proposed Maximum
         Title of Securities               Amount to be      Offering Price Per    Aggregate Offering         Amount of
           to be Registered               Registered (1)          Share (2)             Price (2)       Registration Fee (2)

Common Stock, $.01 par value               750,000 shs.           $23.1875             $17,390,625                  $5,997

<PAGE>

<PAGE>
<FN>

(1)     Plus such indeterminate number of additional shares as may be issuable as a consequence of stock splits, stock
        dividends and other events.

(2)     Pursuant to Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), the proposed maximum
        aggregate offering price and the registration fee are based upon the average of the high and low prices per share of
        the Registrant's Common Stock reported on the American Stock Exchange Composite Tape on March 28, 1994.


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
































































<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.  Such documents 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 under
     the Securities Act.  These documents and the documents
     incorporated by reference in this Registration Statement pursuant
     to Item 3 of Part II of this Form S-8, taken together, constitute
     a prospectus that meets the requirements of Section 10(a) of the
     Securities Act.
























































<PAGE>
<PAGE>
     

     REOFFER PROSPECTUS



                      AIR EXPRESS INTERNATIONAL CORPORATION



                    750,000 SHARES OF COMMON STOCK UNDER THE
                      AIR EXPRESS INTERNATIONAL CORPORATION
                            1991 INCENTIVE STOCK PLAN




               This Prospectus is being furnished in connection with the
     offering from time to time by certain persons (the "Selling
     Shareholders") of shares of Common Stock of Air Express International
     Corporation (the "Company") acquired by the Selling Shareholders upon
     the exercise of options issued under the Company's 1991 Incentive
     Stock Plan (the "1991 Plan").



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


          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.

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


                                  April 1, 1994
<PAGE>

<PAGE>
                                                  
                              ---------------------

               NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED
     TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
     THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND,
     IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS 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 SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
     SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
     OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
     WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.  NEITHER THE
     DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
     ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
     IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

                              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 Northwestern Atrium Center, 500 West Madison Street,
     Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center,
     13th Floor, New York, New York 10048, and 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. 
     Reports, proxy statements and other information concerning the Company
     can also be inspected at the offices of the American Stock Exchange,
     36 Trinity Place, New York, New York 10006.  Effective April 5, 1994,
     the Company's Common Stock will cease to be listed on the American
     Stock Exchange but will be listed for quotation on the National
     Association of Securities, Inc. ("NASD") NASDAQ National Market
     System, and reports, proxy statements and other information concerning
     the Company can be inspected at the offices of NASD, 1735 K Street,
     N.W., Washington, D.C. 20006.  

               This Prospectus constitutes a part of a Registration
     Statement on Form S-8 filed by the Company with the Commission under
     the Securities Act of 1933, as amended (the "Securities Act").  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.  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.



















<PAGE>

<PAGE>
     

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents filed by the Company with the
     Commission pursuant to Section 13 of the Exchange Act (File No. 1-
     8306), are incorporated herein by reference:  (i) the Annual Report on
     Form 10-K (including the portions of the Company's Annual Report to
     Stockholders incorporated by reference therein) for the fiscal year
     ended December 31, 1993, and (ii) the description of the Common Stock,
     which is registered under Section 12 of the Exchange Act, contained in
     the Company's Registration Statement on Form 8-B filed February 1,
     1982.  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 the
     Secretary, Air Express International Corporation, 120 Tokeneke Road,
     Darien, Connecticut 06820, (203) 655-7900.
                                                     
                            -------------------------




































<PAGE>

<PAGE>
     

                                   THE COMPANY

               The Company is an air freight forwarder providing door-to-
     door delivery of virtually any size shipment throughout the world
     through a network of Company-owned offices and independent agents. 
     The Company maintains its own terminal facilities at or adjacent to
     airports in 50 locations in the United States and in 125 locations in
     foreign countries, and is represented by agents in 369 additional
     locationss in the United States and abroad.  As an air freight
     forwarder, the Company neither owns nor operates aircraft but, rather,
     arranges for transportation of consigned shipments via regularly
     scheduled airlines.  While the Company handles most types of freight
     suitable for air transport, its focus is primarily directed to large
     shipments of capital goods for major industrial customers.  The
     Company also offers door-to-door overnight express delivery services
     among 18 European countries from a central hub in Brussels.

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

                              SELLING SHAREHOLDERS

               This Prospectus relates to shares of Common Stock issued and
     issuable to the Selling Shareholders upon the exercise of options
     granted and that may be granted under the 1991 Plan.  The address of
     each Selling Shareholder is c/o Air Express International Corporation,
     120 Tokeneke Road, Darien, Connecticut 06820.

               The following table sets forth the name and position or
     positions over the past three years with the Company and/or its
     subsidiaries of each Selling Shareholder and (a) the number of shares
     of Common Stock which each Selling Shareholder beneficially owned as
     of March 15, 1994; (b) the number of shares of Common Stock which each
     Selling Shareholder has acquired pursuant to the 1991 Plan or may
     acquire pursuant to the exercise of options granted to such Selling
     Shareholder under the 1991 Plan, some or all of which shares may be
     sold from time to time pursuant to this Prospectus; and (c) the number
     of shares of Common Stock and the percentage, if 1% or more, of the
     total class of Common Stock outstanding to be beneficially owned by
     each Selling Shareholder following this offering, assuming the
     exercise of all options heretofore granted to such Selling Shareholder
     and not cancelled and the sale pursuant to this offering of all shares
     acquired by such Selling Shareholder upon exercise of the options
     granted to the Selling Shareholder pursuant to the 1991 Plan.

               This table reflects all Selling Shareholders who are
     eligible to resell and the number of Shares available to be resold
     after exercise of the options granted to the Selling Shareholders
     pursuant to the 1991 Plan, whether or not they have a present intent
     to do so.  As of March 15, 1994, no stock options granted under the
     1991 Plan to any Selling Shareholder had been exercised.


<TABLE>
<CAPTION>
<S>                                <C>                  <C>                     <C>                 <C>
                                                                                Shares Beneficially
                                                         Shares                 Owned After
Selling Shareholders,              Shares                covered                this Offering      
                                                                                -------------------
and Principal Positions            Beneficially          by this
With the Company                   Owned                 Prospectus             Number               Percent
- ----------------------            -------------          ----------             ---------------------------

</TABLE>











<PAGE>

<PAGE>
     

               There is no assurance that the Selling Shareholders will
     sell all or any of the Shares offered by them hereunder.  This
     Prospectus may be amended or supplemented from time to time to add to
     or delete from the list of Selling Shareholders affiliates of the
     Company who have acquired or will acquire shares of Common Stock under
     the 1991 Plan.

                              PLAN OF DISTRIBUTION

               The Shares may be sold by the Selling Shareholders from time
     to time in one or more transactions on the NASDAQ National Market
     System, in sales otherwise occurring in the public market or in
     privately negotiated transactions at market prices prevailing at the
     time of such sale or at negotiated prices.  Shares may be sold through
     brokers acting on behalf of the Selling Shareholders or to dealers for
     resale by such dealers.  Such brokers or dealers may receive
     compensation in the form of discounts or commissions in amounts that
     are not anticipated to exceed those customary for such transactions. 
     Any securities covered by this Prospectus that 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 Shareholders and any broker or dealer
     participating in the distribution of any of the Shares 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 by them
     and any discounts or concessions received by any such brokers or
     dealers may be deemed to be underwriting compensation 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 of registration incurred in connection with
     this offering are being borne by the Company, but all brokerage
     commissions and other expenses incurred by individual Selling
     Shareholders will be borne by each such Selling Shareholder.  The
     Company will not receive any proceeds from the sale of Shares by the
     Selling Shareholders.

                                     EXPERTS

               The consolidated financial statements and the related
     schedules incorporated in the prospectus by reference from the
     Company's 1993 Form 10-K have been audited by Arthur Andersen & Co.,
     independent auditors, as stated in their reports, which are
     incorporated herein by reference, and have been so incorporated in
     reliance upon such reports given upon the authority of that firm as
     experts in accounting and auditing.
























<PAGE>

<PAGE>
     

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

               The following documents previously filed by the Company with
     the Commission pursuant to Section 13 of the Securities Exchange Act
     of 1934 (File No. 1-8306), are incorporated herein by reference:

               (1)  The Annual Report on Form 10-K for the year ended
     December 31, 1993;

               (2)  The description of the Company's Common Stock, par
     value $.01 per share contained in Form 8-B filed with the Commission
     pursuant to Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

               All documents and reports subsequently filed by the
     registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
     Exchange Act prior to the filing of a post-effective amendment to this
     Registration Statement which indicates that all shares covered hereby
     have been sold or which deregisters all such shares 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.

     ITEM 4.   DESCRIPTION OF SECURITIES.

                                 Not Applicable

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not Applicable

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General Corporation Law empowers
     a Delaware corporation to indemnify any person 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 such corporation, or is
     or was serving at the request of such corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise.  The indemnity may include
     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, provided that 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 reasonable cause to believe such person's conduct was unlawful. 
     A Delaware corporation may indemnify directors, officers, employees
     and other agents of such corporation in an action by or in the right
     of the corporation under the same conditions, except that no
     indemnification is permitted without judicial approval if the person
     to be indemnified has been adjudged to be liable to the corporation. 
     Where a director, officer, employee or agent of the corporation is
     successful on the merits or otherwise in the defense of any action,
     suit or proceeding referred to above or in defense of any claim, issue
     or matter therein, the corporation must indemnify such person against
     the expenses (including attorney's fees) which he or she actually and
     reasonable incurred in connection therewith.










                                       II-

<PAGE>
<PAGE>
     

               The registrant's By-Laws contains provisions that provide
     for indemnification of officers and directors and their heirs and
     distributees to the full extent permitted by, and in the manner
     permissible under, the General Corporation Law of the State of
     Delaware.

               As permitted by Section 102(b)(7) of the General Corporation
     Law of the State of Delaware, the registrant's Certificate of
     Incorporation, as amended, contains a provision eliminating the
     personal liability of a director to the registrant or its stockholders
     for monetary damages for breach of fiduciary duty as a director,
     subject to certain exceptions.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                                 Not Applicable.

     ITEM 8.   EXHIBITS.

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

     3(b)                     - Certificate of Amendment of Certificate of
                                Incorporation of the Company dated
                                June 29, 1992 (incorporated herein by
                                reference to Exhibit 4(d)(i) to the
                                Company's Registration Statement on Form
                                S-3 (Registration No. 33-56114) effective
                                January 21, 1993).

     3(c)                     - By-Laws of the Company, as amended
                                (Incorporated herein by reference to
                                Exhibit 3 to the Company's Form 8-K filed
                                March 22, 1991).

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

     23                       - Consent of Arthur Andersen & Co.

     24                       - Power of attorney of certain officers and
                                directors of the Company (included on
                                signature page).

     99                       - Air Express International Corporation 1991
                                Incentive Stock Plan (Incorporated herein
                                by reference to Annex A of the Company's
                                Proxy Statement for the Annual Meeting of
                                Shareholders dated May 17, 1991).

     ITEM 9.   UNDERTAKINGS.

     A.   The undersigned registrant hereby undertakes:

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












                                       II-

<PAGE>

<PAGE>
     

          (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;

        (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) do not
          apply if the information required to be included in a post-
          effective amendment by the foregoing paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section 13
          or Section 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 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 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 registrant pursuant to the foregoing
          provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director,
          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 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-

<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 April 1, 1994.

                               AIR EXPRESS INTERNATIONAL CORPORATION

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


                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below on this Registration Statement hereby
     constitutes and appoints Daniel J. McCauley his true and lawful
     attorney-in-fact and agent, with full power of substitution and
     resubstitution for him and in his name, place and stead, in any and
     all capacities (until revoked in writing), to sign any and all
     amendments (including post-effective amendments) to this Form S-8
     Registration Statement of Air Express International Corporation 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
     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.


































                                       II-

<PAGE>

<PAGE>
     

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

     HENDRIK J. HARTONG, JR.       Chairman of the Board    April 1, 1994
     -------------------------
     Hendrik J. Hartong, Jr.


     GUENTER ROHRMANN              President, Chief         April 1, 1994
     -------------------------
     Guenter Rohrmann              Executive Officer
                                   (principal executive 
                                   officer) and Director


     DENNIS M. DOLAN               Vice President -         April 1, 1994
     -------------------------
     Dennis M. Dolan               Chief Financial and
                                   Accounting Officer


     JOHN M. FOWLER                Director                 April 1, 1994
     -------------------------
     John M. Fowler

                                   Director                 April 1, 1994
     -------------------------
     Leo T. Heessels


     DONALD J. KELLER              Director                 April 1, 1994
     -------------------------
     Donald J. Keller


     ANDREW L. LEWIS IV            Director                 April 1, 1994
     -------------------------
     Andrew L. Lewis IV


     RICHARD T. NINER              Director                 April 1, 1994
     -------------------------
     Richard T. Niner





















                                       II-


<PAGE>
<PAGE>



                              EXHIBIT INDEX
                              --------------



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

     3(b)                     - Certificate of Amendment of Certificate of
                                Incorporation of the Company dated
                                June 29, 1992 (incorporated herein by
                                reference to Exhibit 4(d)(i) to the
                                Company's Registration Statement on Form
                                S-3 (Registration No. 33-56114) effective
                                January 21, 1993).

     3(c)                     - By-Laws of the Company, as amended
                                (Incorporated herein by reference to
                                Exhibit 3 to the Company's Form 8-K filed
                                March 22, 1991).

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

     23                       - Consent of Arthur Andersen & Co.

     24                       - Power of attorney of certain officers and
                                directors of the Company (included on
                                signature page).

     99                       - Air Express International Corporation 1991
                                Incentive Stock Plan (Incorporated herein
                                by reference to Annex A of the Company's
                                Proxy Statement for the Annual Meeting of
                                Shareholders dated May 17, 1991).
[{"type": "S-8", "sequence": "1", "description": "4/1/1994 S-8", "secsgml_size_bytes": 36189}]
{"company-data": {"conformed-name": "AIR EXPRESS INTERNATIONAL CORP /DE/", "cik": "0000700674", "assigned-sic": "4731", "irs-number": "362074327", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52955", "film-number": "94520110"}, "business-address": {"street1": "120 TOKENEKE RD P.O. BOX 1231", "city": "DARIEN", "state": "CT", "zip": "06820", "phone": "2036557900"}}
As filed with the Securities and Exchange Commission on April 1, 1994
                                                 Registration No. 33-      
 ==========================================================================
                     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                            36-2074327
   (State or Other Jurisdiction of    (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                             120 Tokeneke Road
                         Darien, Connecticut  06820
       (Address, Including Zip Code, of Principal Executive Offices)

                         1991 Incentive Stock Plan
                            (Full Title of Plan)

                             Daniel J. McCauley
               Vice President, Secretary and General Counsel
                   Air Express International Corporation
                             120 Tokeneke Road
                         Darien, Connecticut  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
                              767 Fifth Avenue
                          New York, New York 10153
                                212-310-8000

                           -----------------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed Maximum      Proposed Maximum
         Title of Securities               Amount to be      Offering Price Per    Aggregate Offering         Amount of
           to be Registered               Registered (1)          Share (2)             Price (2)       Registration Fee (2)

Common Stock, $.01 par value               750,000 shs.           $23.1875             $17,390,625                  $5,997
(1)     Plus such indeterminate number of additional shares as may be issuable as a consequence of stock splits, stock
        dividends and other events.

(2)     Pursuant to Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), the proposed maximum
        aggregate offering price and the registration fee are based upon the average of the high and low prices per share of
        the Registrant's Common Stock reported on the American Stock Exchange Composite Tape on March 28, 1994.
================================================================
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.  Such documents 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 under
     the Securities Act.  These documents and the documents
     incorporated by reference in this Registration Statement pursuant
     to Item 3 of Part II of this Form S-8, taken together, constitute
     a prospectus that meets the requirements of Section 10(a) of the
     Securities Act.
REOFFER PROSPECTUS

                      AIR EXPRESS INTERNATIONAL CORPORATION

                    750,000 SHARES OF COMMON STOCK UNDER THE
                      AIR EXPRESS INTERNATIONAL CORPORATION
                            1991 INCENTIVE STOCK PLAN

               This Prospectus is being furnished in connection with the
     offering from time to time by certain persons (the "Selling
     Shareholders") of shares of Common Stock of Air Express International
     Corporation (the "Company") acquired by the Selling Shareholders upon
     the exercise of options issued under the Company's 1991 Incentive
     Stock Plan (the "1991 Plan").

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

          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.

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

                                  April 1, 1994
---------------------

               NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED
     TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
     THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND,
     IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS 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 SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
     SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
     OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
     WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.  NEITHER THE
     DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
     ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
     IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

                              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 Northwestern Atrium Center, 500 West Madison Street,
     Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center,
     13th Floor, New York, New York 10048, and 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. 
     Reports, proxy statements and other information concerning the Company
     can also be inspected at the offices of the American Stock Exchange,
     36 Trinity Place, New York, New York 10006.  Effective April 5, 1994,
     the Company's Common Stock will cease to be listed on the American
     Stock Exchange but will be listed for quotation on the National
     Association of Securities, Inc. ("NASD") NASDAQ National Market
     System, and reports, proxy statements and other information concerning
     the Company can be inspected at the offices of NASD, 1735 K Street,
     N.W., Washington, D.C. 20006.  

               This Prospectus constitutes a part of a Registration
     Statement on Form S-8 filed by the Company with the Commission under
     the Securities Act of 1933, as amended (the "Securities Act").  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.  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 Section 13 of the Exchange Act (File No. 1-
     8306), are incorporated herein by reference:  (i) the Annual Report on
     Form 10-K (including the portions of the Company's Annual Report to
     Stockholders incorporated by reference therein) for the fiscal year
     ended December 31, 1993, and (ii) the description of the Common Stock,
     which is registered under Section 12 of the Exchange Act, contained in
     the Company's Registration Statement on Form 8-B filed February 1,
     1982.  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 the
     Secretary, Air Express International Corporation, 120 Tokeneke Road,
     Darien, Connecticut 06820, (203) 655-7900.
                                                     
                            -------------------------
THE COMPANY

               The Company is an air freight forwarder providing door-to-
     door delivery of virtually any size shipment throughout the world
     through a network of Company-owned offices and independent agents. 
     The Company maintains its own terminal facilities at or adjacent to
     airports in 50 locations in the United States and in 125 locations in
     foreign countries, and is represented by agents in 369 additional
     locationss in the United States and abroad.  As an air freight
     forwarder, the Company neither owns nor operates aircraft but, rather,
     arranges for transportation of consigned shipments via regularly
     scheduled airlines.  While the Company handles most types of freight
     suitable for air transport, its focus is primarily directed to large
     shipments of capital goods for major industrial customers.  The
     Company also offers door-to-door overnight express delivery services
     among 18 European countries from a central hub in Brussels.

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

                              SELLING SHAREHOLDERS

               This Prospectus relates to shares of Common Stock issued and
     issuable to the Selling Shareholders upon the exercise of options
     granted and that may be granted under the 1991 Plan.  The address of
     each Selling Shareholder is c/o Air Express International Corporation,
     120 Tokeneke Road, Darien, Connecticut 06820.

               The following table sets forth the name and position or
     positions over the past three years with the Company and/or its
     subsidiaries of each Selling Shareholder and (a) the number of shares
     of Common Stock which each Selling Shareholder beneficially owned as
     of March 15, 1994; (b) the number of shares of Common Stock which each
     Selling Shareholder has acquired pursuant to the 1991 Plan or may
     acquire pursuant to the exercise of options granted to such Selling
     Shareholder under the 1991 Plan, some or all of which shares may be
     sold from time to time pursuant to this Prospectus; and (c) the number
     of shares of Common Stock and the percentage, if 1% or more, of the
     total class of Common Stock outstanding to be beneficially owned by
     each Selling Shareholder following this offering, assuming the
     exercise of all options heretofore granted to such Selling Shareholder
     and not cancelled and the sale pursuant to this offering of all shares
     acquired by such Selling Shareholder upon exercise of the options
     granted to the Selling Shareholder pursuant to the 1991 Plan.

               This table reflects all Selling Shareholders who are
     eligible to resell and the number of Shares available to be resold
     after exercise of the options granted to the Selling Shareholders
     pursuant to the 1991 Plan, whether or not they have a present intent
     to do so.  As of March 15, 1994, no stock options granted under the
     1991 Plan to any Selling Shareholder had been exercised.
Shares Beneficially
                                                         Shares                 Owned After
Selling Shareholders,              Shares                covered                this Offering      
                                                                                -------------------
and Principal Positions            Beneficially          by this
With the Company                   Owned                 Prospectus             Number               Percent
- ----------------------            -------------          ----------             ---------------------------
There is no assurance that the Selling Shareholders will
     sell all or any of the Shares offered by them hereunder.  This
     Prospectus may be amended or supplemented from time to time to add to
     or delete from the list of Selling Shareholders affiliates of the
     Company who have acquired or will acquire shares of Common Stock under
     the 1991 Plan.

                              PLAN OF DISTRIBUTION

               The Shares may be sold by the Selling Shareholders from time
     to time in one or more transactions on the NASDAQ National Market
     System, in sales otherwise occurring in the public market or in
     privately negotiated transactions at market prices prevailing at the
     time of such sale or at negotiated prices.  Shares may be sold through
     brokers acting on behalf of the Selling Shareholders or to dealers for
     resale by such dealers.  Such brokers or dealers may receive
     compensation in the form of discounts or commissions in amounts that
     are not anticipated to exceed those customary for such transactions. 
     Any securities covered by this Prospectus that 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 Shareholders and any broker or dealer
     participating in the distribution of any of the Shares 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 by them
     and any discounts or concessions received by any such brokers or
     dealers may be deemed to be underwriting compensation 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 of registration incurred in connection with
     this offering are being borne by the Company, but all brokerage
     commissions and other expenses incurred by individual Selling
     Shareholders will be borne by each such Selling Shareholder.  The
     Company will not receive any proceeds from the sale of Shares by the
     Selling Shareholders.

                                     EXPERTS

               The consolidated financial statements and the related
     schedules incorporated in the prospectus by reference from the
     Company's 1993 Form 10-K have been audited by Arthur Andersen & Co.,
     independent auditors, as stated in their reports, which are
     incorporated herein by reference, and have been so incorporated in
     reliance upon such reports given upon the authority of that firm as
     experts in accounting and auditing.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

               The following documents previously filed by the Company with
     the Commission pursuant to Section 13 of the Securities Exchange Act
     of 1934 (File No. 1-8306), are incorporated herein by reference:

               (1)  The Annual Report on Form 10-K for the year ended
     December 31, 1993;

               (2)  The description of the Company's Common Stock, par
     value $.01 per share contained in Form 8-B filed with the Commission
     pursuant to Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

               All documents and reports subsequently filed by the
     registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
     Exchange Act prior to the filing of a post-effective amendment to this
     Registration Statement which indicates that all shares covered hereby
     have been sold or which deregisters all such shares 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.

     ITEM 4.   DESCRIPTION OF SECURITIES.

                                 Not Applicable

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not Applicable

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General Corporation Law empowers
     a Delaware corporation to indemnify any person 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 such corporation, or is
     or was serving at the request of such corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise.  The indemnity may include
     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, provided that 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 reasonable cause to believe such person's conduct was unlawful. 
     A Delaware corporation may indemnify directors, officers, employees
     and other agents of such corporation in an action by or in the right
     of the corporation under the same conditions, except that no
     indemnification is permitted without judicial approval if the person
     to be indemnified has been adjudged to be liable to the corporation. 
     Where a director, officer, employee or agent of the corporation is
     successful on the merits or otherwise in the defense of any action,
     suit or proceeding referred to above or in defense of any claim, issue
     or matter therein, the corporation must indemnify such person against
     the expenses (including attorney's fees) which he or she actually and
     reasonable incurred in connection therewith.

                                       II-
The registrant's By-Laws contains provisions that provide
     for indemnification of officers and directors and their heirs and
     distributees to the full extent permitted by, and in the manner
     permissible under, the General Corporation Law of the State of
     Delaware.

               As permitted by Section 102(b)(7) of the General Corporation
     Law of the State of Delaware, the registrant's Certificate of
     Incorporation, as amended, contains a provision eliminating the
     personal liability of a director to the registrant or its stockholders
     for monetary damages for breach of fiduciary duty as a director,
     subject to certain exceptions.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                                 Not Applicable.

     ITEM 8.   EXHIBITS.

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

     3(b)                     - Certificate of Amendment of Certificate of
                                Incorporation of the Company dated
                                June 29, 1992 (incorporated herein by
                                reference to Exhibit 4(d)(i) to the
                                Company's Registration Statement on Form
                                S-3 (Registration No. 33-56114) effective
                                January 21, 1993).

     3(c)                     - By-Laws of the Company, as amended
                                (Incorporated herein by reference to
                                Exhibit 3 to the Company's Form 8-K filed
                                March 22, 1991).

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

     23                       - Consent of Arthur Andersen & Co.

     24                       - Power of attorney of certain officers and
                                directors of the Company (included on
                                signature page).

     99                       - Air Express International Corporation 1991
                                Incentive Stock Plan (Incorporated herein
                                by reference to Annex A of the Company's
                                Proxy Statement for the Annual Meeting of
                                Shareholders dated May 17, 1991).

     ITEM 9.   UNDERTAKINGS.

     A.   The undersigned registrant hereby undertakes:

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

                                       II-
(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;

        (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) do not
          apply if the information required to be included in a post-
          effective amendment by the foregoing paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section 13
          or Section 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 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 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 registrant pursuant to the foregoing
          provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director,
          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 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-
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 April 1, 1994.

                               AIR EXPRESS INTERNATIONAL CORPORATION

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

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below on this Registration Statement hereby
     constitutes and appoints Daniel J. McCauley his true and lawful
     attorney-in-fact and agent, with full power of substitution and
     resubstitution for him and in his name, place and stead, in any and
     all capacities (until revoked in writing), to sign any and all
     amendments (including post-effective amendments) to this Form S-8
     Registration Statement of Air Express International Corporation 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
     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.

                                       II-
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
           ---------                  -----                   ----

     HENDRIK J. HARTONG, JR.       Chairman of the Board    April 1, 1994
     -------------------------
     Hendrik J. Hartong, Jr.

     GUENTER ROHRMANN              President, Chief         April 1, 1994
     -------------------------
     Guenter Rohrmann              Executive Officer
                                   (principal executive 
                                   officer) and Director

     DENNIS M. DOLAN               Vice President -         April 1, 1994
     -------------------------
     Dennis M. Dolan               Chief Financial and
                                   Accounting Officer

     JOHN M. FOWLER                Director                 April 1, 1994
     -------------------------
     John M. Fowler

                                   Director                 April 1, 1994
     -------------------------
     Leo T. Heessels

     DONALD J. KELLER              Director                 April 1, 1994
     -------------------------
     Donald J. Keller

     ANDREW L. LEWIS IV            Director                 April 1, 1994
     -------------------------
     Andrew L. Lewis IV

     RICHARD T. NINER              Director                 April 1, 1994
     -------------------------
     Richard T. Niner

                                       II-
EXHIBIT INDEX
                              --------------

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

     3(b)                     - Certificate of Amendment of Certificate of
                                Incorporation of the Company dated
                                June 29, 1992 (incorporated herein by
                                reference to Exhibit 4(d)(i) to the
                                Company's Registration Statement on Form
                                S-3 (Registration No. 33-56114) effective
                                January 21, 1993).

     3(c)                     - By-Laws of the Company, as amended
                                (Incorporated herein by reference to
                                Exhibit 3 to the Company's Form 8-K filed
                                March 22, 1991).

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

     23                       - Consent of Arthur Andersen & Co.

     24                       - Power of attorney of certain officers and
                                directors of the Company (included on
                                signature page).

     99                       - Air Express International Corporation 1991
                                Incentive Stock Plan (Incorporated herein
                                by reference to Annex A of the Company's
                                Proxy Statement for the Annual Meeting of
                                Shareholders dated May 17, 1991).