CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Air Express International Corporation, a corporation organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
DOES HEREBY CERTIFY:

     FIRST:   That  the  Board  of  Directors   of  Air  Express   International
Corporation,  by the  unanimous  vote of its members,  duly adopted a resolution
setting forth a proposed  amendment to the Certificate of  Incorporation of said
corporation,  declaring  said amendment to be advisable and calling a meeting of
the shareholders of said Corporation for consideration  thereof.  The resolution
setting forth the proposed amendment is as follows:

               RESOLVED,  that a proposal  shall be presented for vote
          by the  shareholders  of the  corporation at the 1998 Annual
          Meeting on the Board of Directors'  recommendation  that the
          Company's Certificate of Incorporation be amended to provide
          for an  increase  in the number of shares of stock which the
          Company shall have authority to issue from forty-one million
          (41,000,000)   shares  to  one   hundred   and  one  million
          (101,000,000)   shares   of  which   one   hundred   million
          (100,000,000)  shares shall be Common Stock with a par value
          of one cent  ($.01)  per share and one  million  (1,000,000)
          shares  which shall be  Preferred  Stock with a par value of
          one dollar ($1.00) per share.

     SECOND: That thereafter,  pursuant to the foregoing resolution of its Board
of Directors,  a meeting of the shareholders of said corporation was duly called
and held on June 18,  1998 upon  notice in  accordance  with  Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the  amendment to
the Certificate of Incorporation.
<PAGE>

     THIRD:  That said amendment to the  Certificate of  Incorporation  was duly
adopted  in  accordance  with  the  provisions  of  Section  242 of the  General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Air Express  International  Corporation has caused
this  certificate  to be  signed by Dennis M.  Dolan,  its Vice  President,  and
attested by Daniel J. McCauley, its Secretary, this 22nd day of June, 1998.

                         AIR EXPRESS INTERNATIONAL CORPORATION

                         By: /s/DENNIS M.DOLAN
                           ---------------------------
                            Dennis M. Dolan, 
                            Vice President

ATTEST:

By: /s/ DANIEL J. MCCAULEY
  ------------------------------
       Daniel J. McCauley, 
       Secretary


                                      -2-

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


     Air Express International Corporation, a corporation organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
DOES HEREBY CERTIFY:

     FIRST:   That  the  Board  of  Directors   of  Air  Express   International
Corporation,  by the  unanimous  vote of its members,  duly adopted a resolution
setting forth a proposed  amendment to the Certificate of  Incorporation of said
corporation,  declaring  said amendment to be advisable and calling a meeting of
the shareholders of said corporation for consideration  thereof.  The resolution
setting forth the proposed amendment is as follows:

               RESOLVED,  that a proposal  shall be presented for vote
          by the  shareholders  of the  corporation at the 1992 Annual
          Meeting on the Board of Directors'  recommendation  that the
          Company's Certificate of Incorporation be amended to provide
          for an  increase  in the number of shares of stock which the
          Company  shall have  authority to issue from eleven  million
          (11,000,000) shares to forty-one million (41,000,000) shares
          of which forty million  (40,000,000)  shares shall be Common
          Stock with a par value of one cent  ($.01) per share and one
          million  (1,000,000)  shares which shall be Preferred  Stock
          with a par value of one dollar ($1.00) per share.

     SECOND: That thereafter,  pursuant to the foregoing resolution of its Board
of Directors,  a meeting of the shareholders of said corporation was duly called
and held on June 25,  1992 upon  notice in  accordance  with  Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the  amendment to
the Certificate of Incorporation.

     THIRD:  That said amendment to the  Certificate of  Incorporation  was duly
adopted  in  accordance  with  the  provisions  of  Section  242 of the  General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Air Express  International  Corporation has caused
this  certificate  to be  signed by Dennis M.  Dolan,  its Vice  President,  and
attested by Daniel J. McCauley, its Secretary, this 29th day of June, 1992.

                         AIR EXPRESS INTERNATIONAL CORPORATION


                         By: /s/ DENNIS M. DOLAN 
                            ------------------------
                              Dennis M. Dolan,  
                              Vice President

ATTEST:

By: /s/ DANIEL J. McCAULEY
   ---------------------------
      Daniel J. McCauley
      Secretary




                                      -2-

<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Air Express International Corporation, a corporation organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
DOES HEREBY CERTIFY:

     FIRST:   That  the  Board  of  Directors   of  Air  Express   International
Corporation,  by the unanimous  written  consent of its members,  filed with the
minutes  of the  board,  duly  adopted  resolutions  setting  forth  a  proposed
amendment to the Certificate of  Incorporation  of said  corporation,  declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

               RESOLVED, that the Certificate of Incorporation of this
          corporation  be amended by adding  Article  Ninth thereof so
          that as amended, said Article shall be and read as follows:

               "No Director  shall have any personal  liability to the
          Company or its  shareholders  for any  monetary  damages for
          breach of  fiduciary  duty as a  Director,  except that this
          Article  shall not  eliminate or limit the liability of each
          Director  (i) for any  breach  of  such  Director's  duty of
          loyalty to the Company or its shareholders, (ii) for acts or
          omissions  not in good  faith or which  involve  intentional
          misconduct  or a  knowing  violation  of  law,  (iii)  under
          Section 174 of the Delaware General Corporation Law, or (iv)
          for any  transaction  from  which such  Director  derived an
          improper personal benefit.  This Article shall not eliminate
          or  limit  the  liability  of such  Director  for any act or
          omission  occurring  prior to the  date  when  this  Article
          becomes effective."


<PAGE>



     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
a meeting of the shareholders of said corporation was duly called and held, upon
notice in  accordance  with  Section 222 of the General  Corporation  Law of the
State of Delaware,  at which meeting the necessary  number of shares as required
by statute were voted in favor of the amendment.

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     IN WITNESS WHEREOF, said Air Express  International  Corporation has caused
this  certificate to be signed by Walter L. McMaster,  its Vice  President,  and
attested by David L. Dephtereos, its Secretary, this 30th day of June, 1987.


                         AIR EXPRESS INTERNATIONAL CORPORATION



                         By: /s/ WALTER L. McMASTER  
                            --------------------------
                              Walter L.  McMaster    
                              Vice President 

ATTEST:


By: /s/ DAVID L. DEPHTEREOS
   ---------------------------
      David L. Dephtereos
      Secretary
                                      -2-


<PAGE>


                              CERTIFICATE OF MERGER
                                       OF
                      AIR EXPRESS INTERNATIONAL CORPORATION
                                       AND
                  AIR EXPRESS INTERNATIONAL MERGING CORPORATION
                   (Pursuant to Section 252(c) of the General
                    Corporation Law of the State of Delaware)

     AIR EXPRESS INTERNATIONAL CORPORATION, a corporation organized and existing
under the laws of the State of Illinois  and AIR EXPRESS  INTERNATIONAL  MERGING
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware, DO HEREBY CERTIFY:  

     FIRST:  That Air Express  International  Corporation  was  incorporated  on
September  21, 1946,  pursuant to the Business  Corporation  Act of the State of
Illinois  (AEI-Illinois) and Air Express  International  Merging Corporation was
incorporated on October 2, 1981,  pursuant to the General Corporation Law of the
State of  Delaware  (AEI-Delaware). 

     SECOND:  Pursuant to the  requirements  of Section  252(c) of the  Delaware
General  Corporation  Law and Section 69a of the Illinois  Business  Corporation
Act, an agreement of merger (the "Agreement of Merger") between AEI-Illinois and
AEI-Delaware has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations.


<PAGE>


     THIRD:  The  name  of  the  surviving  corporation  shall  be  AIR  EXPRESS
INTERNATIONAL  MERGING  CORPORATION,  which shall change its name to AIR EXPRESS
INTERNATIONAL CORPORATION effective upon filing of the Certificate of Merger.

     FOURTH: The Certificate of Incorporation of the surviving corporation shall
be the  Certificate  of  Incorporation  of  AIR  EXPRESS  INTERNATIONAL  MERGING
CORPORATION  with no  amendments  or  changes  other than the change of name set
forth in Article THIRD hereof.

     FIFTH:  The executed  Agreement of Merger is on file at the principal place
of business of AEI-Delaware,  the surviving corporation,  at 151 Harvard Avenue,
Stamford, Connecticut 06902.

     SIXTH:  A copy of the Agreement of Merger was provided to each  stockholder
of AEI-Illinois as Annex I to the Proxy Statement of AEI-Illinois  dated October
21, 1981 which was mailed to each  stockholder of record on October 22, 1981 and
an additional copy will be provided  without charge to any stockholder of either
constituent corporation who so requests.

     SEVENTH:  The authorized  Capital Stock of AEI-Illinois is 5,000,000 shares
of Common Stock, par value $.01 per share, and 10,000 shares of $6.00 cumulative
convertible preferred stock, par value $1.00 per share.


                                      -2-

<PAGE>


     EIGHTH: The Merger shall be effective on the 31st day of December, 1981. 

     IN WITNESS  WHEREOF,  we have  signed this  certificate  on the 23rd day of
December, 1981.


                                   AIR  EXPRESS  INTERNATIONAL  CORPORATION,  
ATTEST:                            an Illinois corporation


/s/ MARTIN HOFFENBERG              By: /s/ JOSEPH N. BERG
---------------------                 -----------------------
Secretary                               President


                                  AIR EXPRESS INTERNATIONAL MERGING CORPORATION,
                                  a Delaware corporation
ATTEST:                                            


/s/ MARTIN HOFFENBERG             By: /s/ JOSEPH N. BERG
---------------------                ------------------------
Secretary                               President


                                      -3-


<PAGE>



                          CERTIFICATE OF INCORPORATION

                                       OF

                  AIR EXPRESS INTERNATIONAL MERGING CORPORATION



     The  undersigned,  a  natural  person,  for the  purpose  of  organizing  a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "General  Corporation  Law of the State of Delaware")  hereby
certifies that:

     FIRST: The name of this corporation  (hereinafter called the "corporation")
is Air Express International Merging Corporation.

     SECOND:  The address,  including  street,  number,  city and county, of the
registered  office of the corporation in the State of Delaware is 100 West Tenth
Street, City of Wilmington,  County of New Castle (zip code 19801); and the name
of the  registered  agent of the  corporation  in the State of  Delaware at such
address is The Corporation Trust Company.

     THIRD:  The nature of the business and of the purposes to be conducted  and
promoted by the corporation are to conduct any lawful  business,  to promote any
lawful  purpose,  and  to  engage  in  any  lawful  act or  activity  for  which
corporations may be organized under the General  Corporation Law of the State of
Delaware.

     FOURTH:  The total  number of shares of stock which the  corporation  shall
have authority to issue is Eleven  Million  (11,000,000)  shares,  10,000,000 of
which shall be Common Stock of the par value of $.01 per share and  1,000,000 of
which shall be Preferred Stock of the par value of $1.00 per share.



<PAGE>



     The  designations,  preferences  and relative,  participating,  optional or
other special rights and  qualifications,  limitations or  restrictions  of each
class of stock, are as follows:

     1. The Preferred  Stock may be issued in one or more series and may be with
such voting powers,  full or limited,  or without  voting powers,  and with such
designations, preferences and relative, participating, optional or other special
rights, and  qualifications,  limitations or restrictions  thereof,  as shall be
fixed by the Board of Directors  pursuant to authority hereby expressly  granted
to it, and as shall be stated and  expressed in the  resolution  or  resolutions
providing for the issue of such stock adopted by the Board of Directors pursuant
to authority expressly vested in it by these provisions.

     2. Any Preferred  Stock or series thereof may be made subject to redemption
at such  time or times  and at such  price or  prices  as  shall be  stated  and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors as hereinabove provided.

     3. The  holders  of  Preferred  Stock  or of any  series  thereof  shall be
entitled to receive  dividends  at such rates,  on such  conditions  and at such
times as  shall  be  stated  and  expressed  in the  resolution  or  resolutions
providing  for the issue of such  stock  adopted  by the Board of  Directors  as
hereinabove  provided,  payable in  preference  to, or in such  relation to, the
dividends  payable on any other  class or classes of stock,  and  cumulative  or
non-cumulative as shall be so stated and expressed.

     4. The holders of Preferred Stock or of any class or of any series thereof,
shall  be  entitled  to such  rights  upon  the  dissolution  of,  or  upon  any
distribution  of the assets of, the corporation as shall be stated and expressed
in the resolution or  resolutions  providing for the issue of such stock adopted
by the Board of Directors as hereinabove provided.


                                      -2-

<PAGE>



     5. Any  Preferred  Stock of any class or of any series  thereof may be made
convertible  into, or exchangeable  for, shares of any other class or classes or
of any other series of the same or of any other class or classes of stock of the
corporation,  at such price or prices or at such rates of exchange and with such
adjustments  as shall be stated and expressed or provided for in the  resolution
or  resolutions  providing  for the issue of such stock  adopted by the Board of
Directors as hereinabove provided.

     6. Except as otherwise by statute or by the  resolutions  providing for the
issue of Preferred Stock specifically  provided,  the Preferred Stock shall have
no voting  power,  and the Common  Stock  shall have the sole right and power to
vote on all matters on which a vote of stockholders is to be taken.  Each holder
of Common Stock of the Corporation entitled to vote shall have one vote for each
share thereof held.

     7. Any other preferences,  rights, restrictions,  including restrictions on
transferability,  and  qualifications  of shares of such  class or  series,  not
inconsistent  with law and this Certificate  shall be as stated and expressed in
the resolutions or resolutions  providing for the issue of such stock adopted by
the Board of Directors as hereinabove provided.


     FIFTH:  The name and mailing  address of the  incorporator  are as follows:
Lois M.  Novotny,  Stroock & Stroock & Lavan,  61 Broadway,  New York,  New York
10006.


     SIXTH:  Whenever a  compromise  or  arrangement  is proposed  between  this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of  this  corporation  or any  creditor  or  stockholder  thereof  or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any


                                      -3-

<PAGE>




receiver or receivers  appointed for this  corporation  under the  provisions of
Section 279 of Title 8 of the Delaware  Code order a meeting of the creditors or
class of creditors,  and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs.  If a majority  in number  representing  three-fourths  in value of the
creditors  of  class  of  creditors,  and/or  of the  stockholders  or  class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any  reorganization  of this  corporation as a consequence of
such compromise or arrangement,  the said compromise or arrangement and the said
reorganization  shall, if sanctioned by the court to which the said  application
has been made, be binding on all the creditors or class of creditors,  and/or on
all the stockholders or class of stockholders,  of this corporation, as the case
may be, and also on this corporation.


     SEVENTH:  The original  By-Laws of the corporation  shall be adopted by the
incorporator.  Thereafter,  the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors.


     EIGHTH:  The corporation  shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware,  as the same may be
amended and  supplemented,  or by any successor  thereto,  indemnify any and all
persons  whom it shall  have power to  indemnify  under  said  section  from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Such right to indemnification shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person. The indemnification provided for herein shall not be deemed


                                      -4-

<PAGE>




exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled under any By-Law,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

Executed at New York, New York on October 1, 1981.


                                      /s/ LOIS M. NOVOTNY
                                      ------------------------------
                                      Lois M. Novotny, Incorporator


                                      -5-