<PAGE>


                       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 June 30, 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 August  11,  1997 was
34,456,606 (Net of 122,517 Treasury Shares).


<PAGE>


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

                               Table of Contents


                         Part I - Financial Information
                                                                        Page

Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets as at
            June 30, 1997 and December 31, 1996.......................... 2

            Condensed Consolidated Statements of Operations -
            three months and six months ended June 30, 1997
            and 1996..................................................... 3

            Consolidated Statements of Cash Flows -
            six months ended June 30, 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............................. 8


                          Part II - Other Information


Item 1.  Legal Proceedings............................................... 11

Item 6.  Exhibits and Reports on Form 8-K................................ 11


<PAGE>
<TABLE>

                                                                          Page 2

             AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

                                                     June 30, 1997  Dec 31, 1996
                                                      (Unaudited)
Assets
<S>                                                      <C>          <C>      
Current Assets:
   Cash and cash equivalents .........................   $  51,037    $  46,516
   Accounts receivable, (less allowance for
    doubtful accounts of $4,480 and $4,721) ..........     339,163      346,323
   Other current assets ..............................       7,463        6,295
         Total current assets ........................     397,663      399,134
Investment in unconsolidated affiliates ..............      18,470       13,991
Property, plant and equipment (less accumulated
 depreciation and amortization of $55,681
 and $53,455) ........................................      59,393       61,112
Deposits and other assets ............................      16,608       15,226
Goodwill (less accumulated amortization
 of $11,484 and $10,673) .............................      87,014       91,866
         Total assets ................................   $ 579,148    $ 581,329

Liabilities and stockholders' investment

Current Liabilities:
   Current portion of long-term debt .................   $   2,809    $   3,915
   Bank overdrafts payable ...........................       1,437        2,058
   Transportation payables ...........................     166,234      166,686
   Accounts payable ..................................      44,633       50,201
   Accrued liabilities ...............................      57,180       61,347
   Income taxes payable ..............................       9,990       14,691
         Total current liabilities ...................     282,283      298,898
   Long-term debt ....................................      15,204       16,616
   Other liabilities .................................       6,540        6,729
         Total liabilities ...........................     304,027      322,243

Stockholders' Investment:
   Capital stock-
   Preferred (authorized 1,000,000 shares,
    none outstanding) ................................        --           --
   Common, $.01 par value (authorized 40,000,000
    shares, issued 34,380,278 and 34,179,512 shares ..         344          342
   Capital surplus ...................................     139,036      137,060
   Cumulative translation adjustments ................     (19,839)     (15,633)
   Retained earnings .................................     156,486      137,989
                                                           276,027      259,758

Less: 51,027 and 40,958 shares of treasury stock,
       at cost .......................................        (906)        (672)
   Total stockholders' investment ....................     275,121      259,086
   Total liabilities and stockholders' investment ....   $ 579,148    $ 581,329

</TABLE>


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


<PAGE>
<TABLE>
                                                                          Page 3


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

(In thousands, except
 per share data)
                                     Three Months Ended      Six Months Ended
                                          June 30,               June 30,      
                                     1997       1996        1997         1996  

<S>                              <C>         <C>          <C>         <C>      
Revenues .....................   $ 386,591   $ 320,660    $ 737,746   $ 615,447

Operating expenses:
  Transportation .............     264,325     214,926      503,049     416,571
  Terminal ...................      64,387      55,479      128,513     108,141
  Selling, general and
   administrative ............      38,468      34,577       74,486      64,954
Operating profit .............      19,411      15,678       31,698      25,781

Other income (expense):
  Interest, net ..............         270        (828)         478      (1,815)
  Other, net .................       1,074       1,066        2,352       2,027
                                     1,344         238        2,830         212

Income before provision
 for income taxes ............      20,755      15,916       34,528      25,993

Provision for income taxes ...       7,713       6,207       12,947      10,137
Net income ...................   $  13,042   $   9,709    $  21,581   $  15,856

Income per common share:
    Primary ..................   $     .37   $     .33    $     .62   $     .53
    Fully diluted ............   $     .37   $     .30    $     .61   $     .50

Weighted average number
 of common shares (000's):
    Primary ..................      35,058      29,805       34,952      29,612
    Fully diluted ............      35,177      34,653       35,116      34,616

</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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996


(Dollars in thousands)

                                                           1997           1996 
<S>                                                      <C>           <C>     
Cash flows from operating activities:
    Net income ........................................  $ 21,581      $ 15,856
    Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization ..................     6,170         4,676
       Amortization of goodwill .......................     1,296         1,163
       Amortization of bond discount ..................       --            115
       Deferred income taxes ..........................       538           635
       Equity in earnings of unconsolidated 
         affiliates ...................................    (1,614)         (508)
       Losses (gains) on sales of assets ..............        34          (100)

    Changes in assets and liabilities, net of
     business acquisitions:
      (Increase) in accounts receivable, net ..........    (2,708)       (3,407)
      (Increase) in other current assets ..............      (978)         (825)
      (Increase) in other assets ......................    (1,887)         (428)
       Increase (decrease) in transportation
        payables ......................................     3,378       (15,928)
      (Decrease) in accounts payable ..................    (2,370)       (3,459)
      (Decrease) increase in accrued liabilities ......    (2,894)          667
      (Decrease) increase in income taxes payable .....    (3,319)        2,832
      (Decrease) increase in other liabilities ........       (18)          104
           Total adjustments ..........................    (4,372)      (14,463)

        Net cash provided by operating activities .....    17,209         1,393

Cash flows from investing activities:
      Business acquisitions, net of cash acquired .....       --         (6,282)
      Other investing activities ......................       387          (330)
      Proceeds from sales of assets ...................       300           272
      Capital expenditures ............................    (6,382)       (4,633)
      Investment in unconsolidated affiliates .........    (3,596)          (71)

        Net cash used in investing activities .........    (9,291)      (11,044)

Cash flows from financing activities:
    Net (repayments) borrowings in bank overdrafts
     payable ..........................................     (425)           468
    Payment of long-term debt .........................     (959)        (1,387)
    Issuance of common stock ..........................    1,978            977
    Payment of cash dividends .........................   (2,732)        (1,859)
    Purchase of treasury stock ........................     (234)           (14)

        Net cash used by financing activities .........   (2,372)        (1,815)

Effect of foreign currency exchange rates on cash .....   (1,025)          (627)

Net increase (decrease) in cash and cash equivalents ..    4,521        (12,093)

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

Cash and cash equivalents at end of period ............ $ 51,037       $ 42,370

</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 June  30,  1997,  the  consolidated
        statements of operations for the three-month and six-month periods ended
        June 30, 1997 and 1996,  and the  consolidated  statements of cash flows
        for the six-month  periods ended June 30, 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 June 30, 1996 financial  statements  were  reclassified  to
        conform to the classification of June 30, 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.

        Statements   included   herein  which  are  not  historical   facts  are
        forward-looking statements.  These statements are based upon information
        available  to  the  Company  on  the  date  hereof.  Inherent  in  these
        statements  are a variety  of risks and other  factors,  both  known and
        unknown,  which  may  cause  the  Company's  actual  results  to  differ
        materially from those in forward-looking  statements.  Accordingly,  the
        realization of forward-looking  statements is not certain,  and all such
        statements  should be  evaluated  based  upon the  applicable  risks and
        uncertainties  affecting  the  Company.  Consequently,  the  results  of
        operations  for the three and six month  periods ended June 30, 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       Six Months Ended 
                                          June 30,                 June 30,
                                      1997       1996          1997       1996 
 
<S>                                  <C>      <C>          <C>          <C>     
         Interest expense .......    $(396)   $(1,503)     $  (779)     $(3,012)
         Interest income ........      666        675        1,257        1,197
                                     $ 270    $  (828)     $   478      $(1,815)
</TABLE>


C.    Other, net was as follows:
<TABLE>
                                         Three Months Ended     Six Months Ended 
                                              June 30,              June 30,    
                                          1997       1996       1997       1996 
<S>                                     <C>        <C>        <C>        <C>   
         Equity in earnings of
          unconsolidated affiliates ... $  905     $  615     $1,617     $1,180
         Foreign exchange gains .......    230        374        769        747
         Other ........................    (61)        77        (34)       100
                                        $1,074     $1,066     $2,352     $2,027

</TABLE>
<PAGE>

                                                                          Page 6



D.    Supplemental disclosures of cash flow information:
<TABLE>

                                          Three Months Ended   Six Months Ended
                                                June 30,            June 30,
                                           1997        1996      1997      1996 
<S>                                       <C>       <C>        <C>      <C>    

         Interest and income taxes paid:
         Interest ...............         $   287   $   176    $   551  $ 2,560
         Income taxes ...........           9,626     3,599     14,444    6,122
                                          $ 9,913   $ 3,775    $14,995  $ 8,682
</TABLE>


      Non cash investing and financing activities:

      In  June  1996,  as a  result  of  conversions  of  the  6.0%  Convertible
      Subordinated Debentures ("Debentures"),  the Company issued 469,688 shares
      of Common Stock valued at approximately $7.1 million.

E.    Common Stock Split:

      On  June  19,  1997,   the  Company's   Board  of  Directors   declared  a
      three-for-two split of the Company's Common Stock,  payable in the form of
      a stock  dividend.  The additional  shares will be distributed on July 25,
      1997 to  shareholders of record on July 11, 1997.  Accordingly,  all share
      and per share information throughout the consolidated financial statements
      have been restated to reflect this split.

F.    Subsequent Event:

      The Company  entered into a ground lease agreement dated July 1, 1997 with
      the Port  Authority of New  York/New  Jersey in  conjunction  with a lease
      development  agreement  entered  into  with the New York  City  Industrial
      Development Agency for the construction of a 135,000 square foot air cargo
      facility terminal building at John F. Kennedy  International  Airport. The
      Company  will  finance the  development  in part  through the  issuance of
      tax-exempt New York City Industrial  Development  Agency Special  Facility
      Revenue Bonds (1997 Air Express International Corporation Project), Series
      1997, in aggregate principal amount of $19.0 million due July 1, 2024 (the
      "Series 1997 Bonds").

      Interest  shall  initially  be  payable  at  a  weekly  rate  set  by  the
      Remarketing  Agent using the minimum rate  necessary (as determined by the
      Remarketing  Agent  based on the  examination  of  tax-exempt  obligations
      comparable to the Series 1997 Bonds known by the Remarketing Agent to have
      been priced or traded under  then-prevailing  market  conditions)  for the
      Remarketing  Agent to sell the Series 1997 Bonds on the effective  date of
      such  weekly  rate at a price  equal  to 100% of  their  principal  amount
      (without  regard to accrued  interest).  The Company may from time to time
      change the method of  determining  the  interest  rate on the Series  1997
      Bonds to a daily, weekly, commercial paper or long-term interest rate.  If

<PAGE>

                                                                          Page 7

      the appropriate  interest rate is not or cannot be determined for whatever
      reason, the method of determining  interest on the Series 1997 Bonds shall
      be equal to the  Public  Securities  Association  Municipal  Index or such
      other weekly high-grade index comprised of seven-day,  tax-exempt variable
      rate demand  notes  produced by Municipal  Market  Data,  Inc. In no event
      shall the interest rate on the Series 1997 Bonds exceed the maximum annual
      interest rate of 15.0%.

      The Series  1997  Bonds are fully  secured  by an  irrevocable  direct-pay
      letter of credit issued by a U.S. Bank with a termination date of July 16,
      2002.  The Company is  obligated to  reimburse  the U.S.  Bank for amounts
      drawn  under  the  letter of credit  in  accordance  with a  reimbursement
      agreement  between  the  Company  and the U.S.  Bank  (the  "Reimbursement
      Agreement").  The Series 1997 Bonds may be redeemed in whole or in part at
      the direction of the Company. Among the various covenants contained in the
      Reimbursement  Agreement,  the Company is to maintain  certain  ratios and
      balances as to minimum  stockholders'  investment,  debt to  stockholders'
      investment and fixed charge  coverage.  The Company is in compliance  with
      all conditions of the Reimbursement Agreement.

<PAGE>

                                                                          Page 8

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        Six Months
                                               Ended June 30,     Ended June 30,
                                              1997      1996     1997      1996 
<S>                                           <C>      <C>      <C>      <C>   
Gross Revenues:
  Airfreight ...............................  $296.6   $244.4   $569.2   $476.0
  Ocean freight ............................    53.5     49.2     97.8     89.4
  Customs brokerage and other ..............    36.5     27.1     70.7     50.0
    Total Gross Revenues ...................  $386.6   $320.7   $737.7   $615.4

Net Revenues:
  Airfreight ...............................  $ 77.0   $ 67.4   $146.4   $129.6
  Ocean freight ............................    15.3     14.2     28.5     24.5
  Customs brokerage and other ..............    30.0     24.1     59.8     44.8
    Total Net Revenues .....................   122.3    105.7    234.7    198.9

Internal Operating Expenses:
  Terminal .................................    64.4     55.5    128.5    108.1
  Selling, general and administrative ......    38.5     34.5     74.5     65.0
    Total Internal Operating Expenses ......   102.9     90.0    203.0    173.1

Operating Profit ...........................  $ 19.4   $ 15.7   $ 31.7   $ 25.8
</TABLE>

     Consolidated  gross  revenues  for the second  quarter and six months ended
June 30, 1997  increased  20.5% to $386.6  million and 19.9% to $737.7  million,
respectively, over the comparable periods in 1996. Additionally, the increase in
gross  revenues for the quarter and six months  included the negative  effect of
approximately  $6.3 million and $10.8  million,  respectively,  resulting from a
stronger U.S. dollar when converting foreign currency revenues into U.S. dollars
for  financial  reporting  purposes.  Consolidated  net  revenues for the second
quarter and first six months of 1997 increased 15.7% to $122.3 million and 18.0%
to $234.7 million, respectively, over the comparable 1996 periods.

     Gross  airfreight  revenues for the second  quarter and first six months of
1997  increased   21.4%  to  $296.6   million  and  19.6%  to  $569.2   million,
respectively,  over the comparable 1996 periods. Airfreight net revenues for the
second quarter and first six months of 1997 increased 14.2% to $77.0 million and
13.0% to $146.4 million,  respectively,  over the comparable  1996 periods.  The
increases  in gross  and net  revenues  from  airfreight  services  for both the


<PAGE>

                                                                          Page 9

quarter and six months were attributable to increases in shipments and the total
weight of cargo  shipped.  For the quarter,  shipments  increased  17.7% and the
weight of cargo shipped increased 21.7% over the second quarter of 1996. For the
six month  period,  shipments  increased  13.4% and the weight of cargo  shipped
increased  19.3%  over the first  six  months of 1996.  The  gross  margin  (net
revenues as a percentage of gross revenues) for the second quarter and first six
months of 1997  decreased 1.6% from 27.6% to 26.0% and 1.5% from 27.2% to 25.7%,
respectively,  when compared to the comparable 1996 periods.  The decreases were
mainly due to reduced  yields  associated  with the  increases  in the weight of
cargo shipped.

     Ocean freight gross revenues for the second quarter and first six months of
1997 increased  8.7% to $53.5 million and 9.4% to $97.8  million,  respectively,
over the  comparable  1996  periods.  Ocean  freight net revenues for the second
quarter and first six months of 1997  increased  7.7% to $15.3 million and 16.3%
to $28.5 million,  respectively,  over the comparable 1996 periods. The increase
in both the gross and net ocean freight  revenues was due to increased  shipping
volumes from existing  customers and the Company's  continuing  penetration into
the ocean freight market.

     Customs  brokerage and other gross revenues for both the second quarter and
first six months of 1997  increased  34.7% to $36.5  million  and 41.4% to $70.7
million,  respectively,  over the comparable 1996 periods. Customs brokerage and
other net revenues for the second quarter and first six months of 1997 increased
24.5% to $30.0  million  and  33.5% to  $59.8  million,  respectively,  over the
comparable  1996  periods.  The  increase  in both  the  gross  and net  customs
brokerage and other revenues was mainly attributable to the Company's continuing
efforts  to  expand  its  customs  brokerage  activities  to  existing  and  new
customers.
 
     Internal operating expenses increased $12.9 million or 14.3% for the second
quarter  and $29.9  million  or 17.3% for the first six  months of 1997 over the
comparable  periods in 1996.  These  increases were mainly  attributable  to the
additional expenses incurred in connection with greater shipping volumes.

     Operating  profit for the second  quarter of 1997 increased $3.7 million or
23.6%  over the  second  quarter  of 1996.  For the  first  six  months of 1997,
operating  profit  increased  $5.9  million  or 22.9% over the  comparable  1996
period.

     Interest  expense  for the  second  quarter  and first  six  months of 1997
decreased  approximately  $1.1  million  and $2.2  million,  respectively,  when
compared to the  comparable  1996 periods due  primarily to the  elimination  of
interest  expense  associated  with the  Debentures  which were  converted on or
before July 8, 1996.

     The  effective  income tax rates for the second  quarter  and the first six
months of 1997  decreased  to 37.2% and 37.5%,  respectively,  when  compared to
39.0% for the comparable 1996 periods.  The decreases were largely the result of

<PAGE>

                                                                         Page 10



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.


Liquidity and Capital Resources 

     At June 30, 1997, cash and cash equivalents  increased  approximately  $4.5
million to $51.0 million from $46.5 million at December 31, 1996.  For the first
six months of 1997, the Company's primary source of cash was approximately $17.2
million from  operating  activities,  while its primary  uses were for:  capital
expenditures of $6.4 million,  investment in  unconsolidated  affiliates of $3.6
million and dividend  payments of $2.7 million.  Cash flow provided by operating
activities  increased  approximately  $15.8 million over the first six months of
1996.  This  increase was impacted by the on-going  integration  of prior years'
acquisitions  which has resulted in  improvements  in the  management of working
capital. Working capital increased approximately $15.1 million in the six months
to $115.4 million. The increase was mainly due to the increase in profits.

     Capital expenditures increased approximately $1.8 million from $4.6 million
for the six months of 1996 to $6.4 million for the six months of 1997.  The $6.4
million of capital  expenditures  was primarily for improvement and expansion of
facilities and management information services.

     At  June  30,  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 $1.4 million was outstanding.

     In July 1997, with the issuance of the Industrial Development Revenue Bonds
(See Note F), the  Company's  long-term  debt will  increase  $19.0  million and
correspondingly  its debt to equity ratio (total  long-term debt as a percentage
of  stockholders'  investment)  will  increase  from  6.5% at June  30,  1997 to
approximately 13.0%.

     In June 1997,  the Company's  Board of Directors  authorized an increase in
the  quarterly  cash  dividend  from four cents  ($.04) to five cents ($.05) per
share.

<PAGE>
                                                                         Page 11



     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.


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 - Employment Agreement

    Exhibit 11 - Computation of Earnings Per Common Share.

    Exhibit 27 - Financial Data Schedule.


    b) Reports on Form 8-K:

     None.

<PAGE>
                                                                         Page 12


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




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