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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended March 31, 1997

                         Commission file number: 1-8306

                     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
                                 (203) 655-7900
  (Address of, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                                     NONE 
Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the  preceding 3 months (or for such shorter  period that the  registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practicable  date  (applicable only to corporate
registrants).

The  number  of  shares  of  common  stock  outstanding  as of May 9,  1997  was
22,864,214 (Net of 33,652 Treasury Shares).

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                     AIR EXPRESS INTERNATIONAL CORPORATION
                     March 1997 Form 10-Q Quarterly Report

                               Table of Contents


                         Part I - Financial Information
                                                                          Page

Item 1.  Financial Statements

                    Condensed Consolidated Balance Sheets as at
                    March 31, 1997 and December 31, 1996.................   2

                    Condensed Consolidated Statements of Operations -
                    three months ended March 31, 1997 and 1996...........   3

                    Consolidated Statements of Cash Flows -
                    three months ended March 31, 1997 and 1996...........   4

                    Notes to Condensed Consolidated Financial
                    Statements...........................................   5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.............................   7

                          Part II - Other Information



Item 1.  Legal Proceedings...............................................  10

Item 6.  Exhibits and Reports on Form 8-K................................  10



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                                                                         Page 2
<TABLE>


             AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

                                                  March 31, 1997   Dec 31, 1996
                                                    (Unaudited)
Assets
<S>                                                       <C>               <C> 
Current Assets:
   Cash and cash equivalents ......................   $  62,345        $  46,516
   Accounts receivable, (less allowance for
    doubtful accounts of $4,831 and $4,721) .......     332,610          346,323
   Other current assets ...........................       6,631            6,295
         Total current assets .....................     401,586          399,134
Investment in unconsolidated affiliates ...........      15,660           13,991
Property, plant and equipment (less accumulated
   depreciation and amortization of $54,626
   and $53,455) ...................................      59,859           61,112
Deposits and other assets .........................      16,896           15,226
Goodwill (less accumulated amortization
    of $10,967 and $10,673) .......................      88,846           91,866
         Total assets .............................   $ 582,847        $ 581,329

Liabilities and stockholders' investment

Current Liabilities:
   Current portion of long-term debt ..............   $   3,853        $   3,915
   Bank overdrafts payable ........................         162            2,058
   Transportation payables ........................     170,387          166,686
   Accounts payable ...............................      50,274           50,201
   Accrued liabilities ............................      57,522           61,347
   Income taxes payable ...........................      13,217           14,691
         Total current liabilities ................     295,415          298,898
   Long-term debt .................................      14,969           16,616
   Other liabilities ..............................       6,712            6,729
         Total liabilities ........................     317,096          322,243

Stockholders' Investment:
   Capital stock-
   Preferred (authorized 1,000,000 shares,
    none outstanding)
   Common, $.01 par value (authorized 40,000,000
    shares, issued 22,844,527 and 22,786,341 shares) .      228              228
   Capital surplus ...................................  138,011          137,174
   Cumulative translation adjustments ................  (16,976)        (15,633)
   Retained earnings .................................  145,160          137,989
                                                        266,423          259,758

Less: 27,305 shares of treasury stock, at cost .......    (672)            (672)
   Total stockholders' investment ....................  265,751          259,086
   Total liabilities and stockholders' investment ....$ 582,847        $ 581,329

</TABLE>

                  The accompanying notes are an integral part
                         of these financial statements.

<PAGE>


                                                                          Page 3
<TABLE>


             AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

(In thousands, except
 per share data)

                                                       Three Months Ended
                                                          March 31,
                                                         1997          1996 


<S>                                                  <C>              <C>      
Revenues ....................................        $ 351,155        $ 294,787
Operating expenses:
  Transportation ............................          238,724          201,645
  Terminal ..................................           64,126           52,662
  Selling, general and administrative .......           36,018           30,377
Operating profit ............................           12,287           10,103

Other income (expense):
  Interest, net .............................              208             (987)
  Other, net ................................            1,278              961
                                                         1,486              (26)

Income before provision for income taxes .....          13,773           10,077

Provision for income taxes ...................           5,234            3,930
Net income ...................................       $   8,539        $   6,147

Income per common share:
    Primary ..................................       $     .37        $     .33
    Fully diluted ............................       $     .37        $     .31

Weighted average number of common shares (000's):
    Primary ..................................          23,255           18,863
    Fully diluted ............................          23,260           22,239

</TABLE>

                  The accompanying notes are an integral part
                         of these financial statements.

<PAGE>
<TABLE>

                                                                         Page 4


             AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED March 31, 1997 AND 1996


(Dollars in thousands)

                                                         1997              1996 
<S>                                                    <C>             <C>     
Cash flows from operating activities:
    Net income .....................................   $  8,539        $  6,147
    Adjustments to reconcile net income to net
      cash provided by operating activities:
       Depreciation and amortization ...............      3,041           2,229
       Amortization of goodwill ....................        652             547
       Amortization of bond discount ...............         --              57
       Deferred income taxes .......................     (1,005)            647
       Equity in earnings of unconsolidated
          affiliates ...............................       (712)           (565)
       Gains on sales of assets ....................        (27)            (23)

    Changes in assets and liabilities, net of
      business acquisitions:
       Decrease in accounts receivable, net ........      8,580          11,265
      (Increase) in other current assets ...........       (576)           (729)
      (Increase) in other assets ...................       (750)           (288)
       Increase (decrease) in transportation
          payables .................................      6,237         (16,408)
       Increase (decrease) in accounts payable .....      2,083          (4,863)
      (Decrease) increase in accrued liabilities ...     (2,555)            598
      (Decrease) increase in income taxes payable ..       (223)            613
       Increase in other liabilities ...............         47               6
           Total adjustments .......................     14,792          (6,914)

        Net cash provided (used) by operating
          activities ...............................     23,331            (767)

Cash flows from investing activities:
    Business acquisitions, net of cash acquired ....         --          (1,259)
    Other investing activities .....................         41             170
    Proceeds from sales of assets ..................        295              89
    Capital expenditures ...........................     (3,110)         (2,009)
    Investment in unconsolidated affiliates ........     (1,179)            --

        Net cash used in investing activities ......     (3,953)         (3,009)

Cash flows from financing activities:
    Net (repayments) borrowings in bank 
       overdrafts payable ..........................     (1,760)             81
    Payment of long-term debt ......................       (662)           (214)
    Issuance of common stock .......................        837             432
    Payment of cash dividends ......................     (1,364)           (929)
    Purchase of treasury stock .....................         --             (14)

        Net cash (used) by financing activities ....     (2,949)           (644)

Effect of foreign currency exchange rates on cash ..       (600)           (174)

Net increase (decrease) in cash and cash
    equivalents ....................................     15,829          (4,594)

Cash and cash equivalents at beginning of period ...     46,516          54,463

Cash and cash equivalents at end of period .........   $ 62,345        $ 49,869

</TABLE>

                  The accompanying notes are an integral part
                         of these financial statements.

<PAGE>

                                                                         Page 5



             AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


A.   The  consolidated  balance  sheet  at  March  31,  1997,  the  consolidated
     statements of operations for the  three-month  periods ended March 31, 1997
     and 1996, and the consolidated statements of cash flows for the three-month
     periods ended March 31, 1997 and 1996 were prepared by the Company  without
     audit. In the opinion of management,  all adjustments  necessary to present
     fairly the financial  position,  results of operations,  and cash flows for
     the  interim  periods  were  made.  Certain  items in the  March  31,  1996
     financial statements were reclassified to conform to classifications in the
     March 31, 1997 financial statements.

     Certain  information  and  footnote   disclosures,   normally  included  in
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles,  were  condensed  or  omitted.  Accordingly,  these
     condensed  consolidated  financial statements should be read in conjunction
     with the  consolidated  financial  statements and notes thereto included in
     the Company's annual report to stockholders for the year ended December 31,
     1996. The results of operations for the period ended March 31, 1997 are not
     necessarily  indicative of the results of operations  expected for the full
     year ending December 31, 1997.


B.   Interest, net was as follows:
<TABLE>

                                                 Three Months Ended
                                                      March 31, 
                                                1997             1996 

<S>                                          <C>              <C>     
Interest expense ...................         $  (383)         $(1,509)
Interest income ....................             591              522
Interest, net ......................         $   208          $  (987)


</TABLE>
<PAGE>

                                                                         Page 6

C.   Other, net was as follows:
<TABLE>

                                                 Three Months Ended
                                                       March 31,
                                                 1997           1996 

<S>                                             <C>            <C>   
Equity in earnings of
 unconsolidated affiliates ............         $  712         $  565
Foreign exchange gains ................            539            373
Other .................................             27             23
                                                $1,278         $  961
</TABLE>



D.   Supplemental disclosures of cash flow information:

<TABLE>

                                                  Three Months Ended
                                                        March 31,
                                                   1997          1996
<S>                                             <C>            <C>    
Interest and income taxes paid:
Interest ................................       $   264        $ 2,384
Income Taxes ............................         4,818          2,523
                                                $ 5,082        $ 4,907
</TABLE>
<PAGE>
                                                                         Page 7


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Results of Operations

     The Company  considers  its total  business to  represent a single  segment
comprised  of  three  major  services:   airfreight  forwarding,  ocean  freight
forwarding,  and customs  brokerage and other  services,  all of which are fully
integrated.  The following  table sets forth the gross revenues and net revenues
(gross revenues minus  transportation  expenses) for each of these three service
categories,  as well as the Company's  internal operating expenses (terminal and
selling, general and administrative expenses) and operating profit:
<TABLE>

                                                           Three Months Ended
                                                                 March 31, 
                                                          1997           1996 
                                                              ($ in millions)
<S>                                                      <C>             <C>   
Gross Revenues:
  Airfreight .....................................       $272.7          $231.7
  Ocean Freight ..................................         44.3            40.2
  Customs Brokerage and Other ....................         34.2            22.9
    Total Gross Revenues .........................       $351.2          $294.8

Net Revenues:
  Airfreight .....................................       $ 69.4           $62.2
  Ocean Freight ..................................         13.3            10.3
  Customs Brokerage and Other ....................         29.7            20.6
    Total Net Revenues ...........................       $112.4           $93.1

Internal Operating Expenses:
  Terminal .......................................       $ 64.1           $52.7
  Selling, general
   and administrative ............................         36.0            30.3
    Total Internal Operating Expenses ............       $100.1           $83.0

Operating Profit .................................       $ 12.3           $10.1

</TABLE>

     Consolidated  gross revenues for the first quarter of 1997 increased  $56.4
million  (19.1%) over the first quarter of 1996.  The increase in gross revenues
for the quarter  included  the  negative  effect of  approximately  $4.6 million
resulting from a stronger U.S. dollar when converting  foreign currency revenues
into U.S. dollars for financial  reporting  purposes.  Consolidated net revenues
increased $19.3 million  (20.7%) over the comparable 1996 period.  The increases
in  gross  revenues  were  comprised  of a $41.0  million  (17.7%)  increase  in
airfreight  revenues, a $4.1 million (10.2%) increase in ocean freight revenues,
and a $11.3 million  (49.3%)  increase in customs  brokerage and other revenues.
The increases in net revenues were comprised of a $7.2 million (11.6%)  increase
in airfreight net revenues, a $3.0 million (29.1%) increase in ocean freight net
revenues, and a $9.1 million (44.2%) increase in customs brokerage and other net
revenues.  The increases in gross and net revenues from airfreight services were
attributable  to an  increase  of  9.2% in the  number  of  shipments  and to an
increase of 16.7% in the total  weight of cargo  shipped.  The gross margin (net

<PAGE>

                                                                          Page 8


revenues as a percentage of gross  revenues) for airfreight  services  decreased
1.4% from 26.8% for the first  quarter of 1996 to 25.4% for the first quarter of
1997.  The decrease  was mainly due to the reduced  yields  associated  with the
increase in the weight of cargo shipped. The increases in gross and net revenues
from ocean freight  services were  attributable to greater shipping volumes from
existing  customers  and the  Company's  continuing  penetration  into the ocean
freight market.  The gross margin for ocean freight  services  increased 4.4% to
30.0% for the first  quarter of 1997 from  25.6% for the first  quarter of 1996.
The increase was primarily due to the growth in business  handled by the Company
as an agent for the  steamship  lines,  along with  reduced  steamship  rates in
certain markets.  The increases in gross and net revenues from customs brokerage
and other  services were  primarily due to the Company's  continuing  efforts to
expand its United  States  customs  brokerage  activities  to  existing  and new
customers.

     The Company's  internal  operating expenses increased $17.1 million (20.6%)
over the first quarter of 1996. The increase was primarily  attributable  to the
additional expenses incurred in connection with the greater shipping volumes.

     Consolidated  operating profit for the first quarter of 1997 increased $2.2
million (21.8%) over the first quarter of 1996. The increase reflects  increases
in operating profit in the Company's foreign operations.

     Interest  expense  decreased  $1.1  million  to $.4  million  for the first
quarter  of 1997  compared  to the first  quarter of 1996 due  primarily  to the
elimination of interest  expense  associated with the  Convertible  Subordinated
Debentures which were converted on or before July 8, 1996.

     The effective  income tax rate for the first  quarter of 1997  decreased to
38.0% from 39.0% for the first  quarter of 1996.  The  decrease  was largely the
result of a shift in the mix of  worldwide  earnings  to  countries  with  lower
effective income tax rates, along with a reduction in the total of nondeductible
expenses as a percentage of pre-tax income.

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 "Earnings Per Share" (FASB 128), which
establishes  standards for computing and presenting earnings per share. FASB 128
will be effective for periods ending after  December 15, 1997.  Adoption of this
accounting standard is not expected to have a material impact upon the Company's
earnings per share computations assuming the current capital structure.

<PAGE>

                                                                         Page 9


Liquidity and Capital Resources 

     At March 31, 1997, cash and cash equivalents increased  approximately $15.8
million to $62.3 million from $46.5 million at December 31, 1996.  For the first
quarter of 1997, the Company's  primary source of cash was  approximately  $23.3
million from  operating  activities,  while its primary  uses were for:  capital
expenditures  of $3. 1 million,  debt  repayments  of $2.4  million and dividend
payments of $1.4 million.  Cash flow provided by operating  activities increased
approximately  $24.1 million over the first  quarter of 1996.  This increase was
primarily the result of the on-going  integration  of prior years'  acquisitions
which has enhanced the management of working capital.  Working capital increased
approximately  $5.9 million in the quarter to $106.2  million.  The increase was
mainly due to the increase in profits.

     Capital expenditures increased approximately $1.1 million from $2.0 million
for the first quarter of 1996 to $3.1 million for the first quarter of 1997. The
$3.1 million of capital expenditures was primarily for improvement and expansion
of facilities and management information services.

     At March  31,  1997,  the  Company  had  available  for  future  borrowings
approximately $71.8 million of its $75.0 million revolving credit facility.  The
Company  utilized  approximately  $3.2 million  under this  facility  mainly for
letters  of  credit   issued  in  connection   with  its   insurance   programs.
Additionally, various of the Company's foreign subsidiaries maintained overdraft
facilities with foreign banks, aggregating approximately $18.6 million, of which
approximately $.2 million was outstanding.

     Management  believes  that the  Company's  available  cash and  sources  of
credit,  together with expected future sources of credit and cash generated from
operations,  will be  sufficient  to satisfy its  anticipated  needs for working
capital, capital expenditures and dividends.
<PAGE>

                                                                        Page 10


PART II - OTHER INFORMATION


Item 1. - Legal Proceedings
The Company  believes that there are no legal  proceedings,  other than ordinary
routine  litigation  incidental  to the  business of the  Company,  to which the
Company or any of its subsidiaries is a party. Management is of the opinion that
the ultimate outcome of existing legal proceedings, if adverse, would not have a
material effect on the Company's consolidated financial position.


Item 6. - Exhibits and Reports on Form 8-K

    a) Exhibits:

    Exhibit 10 - Deferred Compensation Plan.

    Exhibit 11 - Computation of Earnings Per Common Share.

    Exhibit 27 - Financial Data Schedule.


    b) Reports on Form 8-K:

     None.

<PAGE>

                                                                        Page 11


                                   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.


                                          Air Express International Corporation 
                                                       (Registrant)



Date:     May 13, 1997                    /s/              Dennis M. Dolan
                                                           Dennis M. Dolan
                                                        Vice President and
                                                      Chief Financial Officer
                                                   (Principal Financial Officer)




Date:     May 13, 1997                    /s/           Walter L. McMaster
                                                        Walter L. McMaster
                                                    Vice President - Controller
                                                  (Principal Accounting Officer)



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