8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 22, 2002

FEDEX CORPORATION
(Exact name of registrant as specified in its charter)

Commission file number 1-15829

Delaware (State or other jurisdiction of incorporation or organization)	62-1721435 (I.R.S. Employer Identification No.)
942 South Shady Grove Road, Memphis, Tennessee (Address of principal executive offices)	38120 (Zip Code)

Registrant's telephone number, including area code: (901) 818-7500

Item 7.    Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit Number	Description
99.1	Sworn statements (along with accompanying cover letter to the Securities and Exchange Commission (the "Commission")) of Frederick W. Smith and Alan B. Graf, Jr., the principal executive officer and principal financial officer, respectively, of FedEx Corporation, as filed on July 22, 2002 with the Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.

Item 9.    Regulation FD Disclosure.

        On July 22, 2002, Frederick W. Smith and Alan B. Graf, Jr., the principal executive officer and principal financial officer, respectively, of FedEx Corporation, each filed with the Commission the sworn written statements required by the Commission's June 27, 2002 Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460). A copy of the statements, along with the accompanying cover letter to the Commission, is attached as Exhibit 99.1.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FedEx Corporation
Date: July 31, 2002	By:	/s/  JAMES S. HUDSON James S. Hudson Corporate Vice President— Strategic Financial Planning and Control

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Sworn statements (along with accompanying cover letter to the Commission) of Frederick W. Smith and Alan B. Graf, Jr., the principal executive officer and principal financial officer, respectively, of FedEx Corporation, as filed on July 22, 2002 with the Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.

E-1

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Item 7. Financial Statements and Exhibits.
Item 9. Regulation FD Disclosure.

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

[FEDEX CORPORATION LETTERHEAD]

VIA FEDEX LETTER

July 19, 2002

Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: FedEx Corporation
Sworn Statements Pursuant to Section 21(a)(1)
of the Securities Exchange Act of 1934

Dear Mr. Katz:

Please find enclosed, pursuant to the Commission's Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, the sworn statements of Frederick W. Smith and Alan B. Graf, Jr., the principal executive officer and principal financial officer, respectively, of FedEx Corporation.

We would appreciate your stamping the enclosed acknowledgement copy of this letter with the date and time of filing and returning it to the undersigned in the enclosed self-addressed, stamped envelope.

Should you have any questions regarding the enclosed sworn statements, please feel free to call me at (901) 818-7029.

		Very truly yours,
		FedEx Corporation
		/s/  ROBERT T. MOLINET
		Robert T. Molinet
RTM:mtf
cc:	Frederick W. Smith Alan B. Graf, Jr. Kenneth R. Masterson

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS

I, Frederick W. Smith, Chairman, President and Chief Executive Officer of FedEx Corporation ("FedEx"), state and attest that:
	(1)	To the best of my knowledge, based upon a review of the covered report of FedEx:
		•	the covered report did not contain an untrue statement of a material fact as of the end of the period covered by such report; and
		•	the covered report did not omit to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report.
	(2)	I have reviewed the contents of this Statement with the Audit Committee of the Board of Directors of FedEx.
	(3)	In this Statement Under Oath, FedEx's Annual Report on Form 10-K for the fiscal year ended May 31, 2002, filed with the Securities and Exchange Commission on July 19, 2002, is the "covered report."

Dated: July 19, 2002

/s/  FREDERICK W. SMITH Frederick W. Smith
Chairman, President and
Chief Executive Officer
FedEx Corporation

Subscribed and sworn to before me this 19th day of July 2002.

/s/  MARY T. BRITT Notary Public

My Commission Expires: March 29, 2005

[NOTARY SEAL]

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS

I, Alan B. Graf, Jr., Executive Vice President and Chief Financial Officer of FedEx Corporation ("FedEx"), state and attest that:
	(1)	To the best of my knowledge, based upon a review of the covered report of FedEx:
		•	the covered report did not contain an untrue statement of a material fact as of the end of the period covered by such report; and
		•	the covered report did not omit to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report.
	(2)	I have reviewed the contents of this Statement with the Audit Committee of the Board of Directors of FedEx.
	(3)	In this Statement Under Oath, FedEx's Annual Report on Form 10-K for the fiscal year ended May 31, 2002, filed with the Securities and Exchange Commission on July 19, 2002, is the "covered report."

Dated: July 19, 2002

/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.
Executive Vice President and
Chief Financial Officer
FedEx Corporation

Subscribed and sworn to before me this 19th day of July 2002.

/s/  MARY T. BRITT Notary Public

My Commission Expires: March 29, 2005

[NOTARY SEAL]

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Exhibit 99.1