<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, 1998

                         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, 1998  was
34,623,163 (Net of 350,086 Treasury Shares).

<PAGE>

                      AIR EXPRESS INTERNATIONAL CORPORATION
                      June 1998 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, 1998 and December 31, 1997.........................      2

          Condensed Consolidated Statements of Operations -
          Three Months and Six Months Ended June 30, 1998
          and 1997.....................................................     3

          Consolidated Statements of Cash Flows -
          Six Months Ended June 30, 1998 and 1997......................     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.............................................    12

Item 6.  Exhibits and Reports on Form 8-K..............................    12

<PAGE>

                                                                          Page 2

<TABLE>

             AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

                                                    June 30, 1998   Dec 31, 1997
                                                     (Unaudited)
<S>                                                      <C>          <C>      
Assets
Current Assets:
Cash and cash equivalents ............................   $  76,881    $  67,576
   Accounts receivable, (less allowance for
    doubtful accounts of $4,459 and $4,224) ..........     338,384      366,159
   Other current assets ..............................       7,770        8,344
         Total current assets ........................     423,035      442,079
Investment in unconsolidated affiliates ..............      26,975       19,174
Restricted funds .....................................       9,854       15,957
Property, plant and equipment (less accumulated
 depreciation and amortization of $63,068
 and $57,235) ........................................      66,729       60,441
Deposits and other assets ............................      18,625       17,386
Goodwill (less accumulated amortization
 of $13,589 and $12,424) .............................      95,717       83,104
         Total assets ................................   $ 640,935    $ 638,141

Liabilities and stockholders' investment

Current Liabilities:
   Current portion of long-term debt .................   $   2,683    $   2,654
   Bank overdrafts payable ...........................       1,479          315
   Transportation payables ...........................     151,540      174,125
   Accounts payable ..................................      62,323       58,373
   Accrued liabilities ...............................      61,204       61,263
   Income taxes payable ..............................       8,598       10,168
         Total current liabilities ...................     287,827      306,898
   Long-term debt ....................................      36,121       31,008
   Other liabilities .................................       9,710        8,673
         Total liabilities ...........................     333,658      346,579

Stockholders' Investment:
   Capital stock-
   Preferred (authorized 1,000,000 shares,
    none outstanding) ................................        --           --
   Common, $.01 par value (authorized 100,000,000
    shares, issued 34,953,748 and 34,676,626 shares ..         349          347
   Additional paid-in capital ........................     146,529      142,674
   Accumulated other comprehensive income ............     (36,456)     (28,961)
   Retained earnings .................................     200,453      180,887
                                                           310,875      294,947
Less: 140,086 and 132,388 shares of treasury
      stock, at cost .................................      (3,598)      (3,385)
   Total stockholders' investment ....................     307,277      291,562
   Total liabilities and stockholders' investment ....   $ 640,935    $ 638,141

</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        Six Months Ended
                                          June 30,                  June 30,    
                                      1998        1997        1998        1997  
<S>                                   <C>          <C>         <C>         <C> 
Revenues .......................    $378,494    $386,591    $750,870    $737,746

Operating expenses:
 Transportation ................     255,459     264,325     509,982     503,049
 Terminal ......................      66,806      64,387     133,932     128,513
 Selling, general and
  administrative ...............      36,592      38,468      74,163      74,486
Operating profit ...............      19,637      19,411      32,793      31,698

Other income:
 Interest, net .................         633         270         990         478
 Other, net ....................       1,586       1,074       3,641       2,352
                                       2,219       1,344       4,631       2,830

Income before provision
 for income taxes ..............      21,856      20,755      37,424      34,528

Provision for income taxes .....       8,195       7,713      14,033      12,947
Net income .....................    $ 13,661    $ 13,042    $ 23,391    $ 21,581

Income per common share:
     Basic .....................    $    .39    $    .38    $    .67    $    .63
     Diluted ...................    $    .39    $    .37    $    .66    $    .62

Weighted average number
  of common shares:
     Basic .....................      34,753      34,283      34,694      34,235
     Diluted ...................      35,343      35,058      35,329      34,952
</TABLE>

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


<PAGE>

                                                                         Page 4
<TABLE>

             AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997


(Dollars in thousands)

                                                              1998        1997 
<S>                                                         <C>        <C>     
Cash flows from operating activities:
    Net income ............................................ $ 23,391   $ 21,581
    Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization ......................    6,945      6,170
       Amortization of goodwill ...........................    1,262      1,296
       Deferred income taxes ..............................      954        538
       Equity in earnings of unconsolidated affiliates ....   (1,898)    (1,614)
      (Gains) losses on sales of assets, net ..............      (23)        34

    Changes in assets and liabilities, net of acquisitions:
       Decrease (increase) in accounts receivable, net ....   28,859     (2,708)
       Decrease (increase) in other current assets ........    1,277       (978)
      (Increase) in other assets ..........................     (637)    (1,887)
      (Decrease) increase in transportation payables ......  (23,537)     3,378
      (Decrease) in accounts payable ......................   (1,063)    (2,370)
      (Decrease) in accrued liabilities ...................     (369)    (2,894)
      (Decrease) in income taxes payable ..................   (1,291)    (3,319)
       Increase (decrease) in other liabilities ...........      192        (18)
           Total adjustments ..............................   10,671     (4,372)

       Net cash provided by operating activities ..........   34,062     17,209

Cash flows from investing activities:
   Acquisitions, net of cash acquired .....................   (9,532)      --
   Restricted funds .......................................    6,103       --
   Other investing activities .............................    1,370        387
   Proceeds from sales of assets ..........................      674        300
   Capital expenditures ...................................  (14,494)    (6,382)
   Investment in unconsolidated affiliates ................   (7,102)    (3,596)

       Net cash used in investing activities ..............  (22,981)    (9,291)

Cash flows from financing activities:
    Net borrowings (repayments) in bank overdrafts payable     1,132       (425)
    Payment of long-term debt .............................     (792)      (959)
    Issuance of common stock ..............................    2,959      1,978
    Payment of cash dividends .............................   (3,464)    (2,732)
    Purchase of treasury stock ............................     (213)      (234)
       Net cash used by financing activities ..............     (378)    (2,372)

Effect of foreign currency exchange rates on cash .........   (1,398)    (1,025)

Net increase in cash and cash equivalents .................    9,305      4,521

Cash and cash equivalents at beginning of period ..........   67,576     46,516

Cash and cash equivalents at end of period ................ $ 76,881   $ 51,037
</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,  1998,  the  consolidated
     statements of operations for the  three-month  and six-month  periods ended
     June 30, 1998 and 1997, and the  consolidated  statements of cash flows for
     the  six-month  periods  ended June 30, 1998 and 1997 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,  1997  financial   statements  were  reclassified  to  conform  to  the
     classification of June 30, 1998 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,
     1997.

     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-month and  six-month
     periods ended June 30, 1998 are not  necessarily  indicative of the results
     of operations expected for the full year ending December 31, 1998.


B.   Interest, net was as follows:
<TABLE>
                                      Three Months Ended       Six Months Ended
                                            June 30,                 June 30,  
                                      1998         1997         1998       1997 
             <S>                      <C>          <C>          <C>        <C>  
        Interest expense .......     $(343)       $(396)     $  (666)   $  (779)
        Interest income ........       976          666        1,656      1,257
                                     $ 633        $ 270      $   990    $   478
</TABLE>

C.   Other, net was as follows:
<TABLE>
                                       Three Months Ended      Six Months Ended
                                            June 30,                June 30,    
                                        1998        1997        1998       1997
<S>                                    <C>        <C>          <C>      <C>    
        Equity in earnings of
          unconsolidated affiliates .. $1,196     $   905      $2,770   $ 1,617
        Foreign exchange gains .......    367         230         840       769
        Other ........................     23         (61)         31       (34)
                                       $1,586     $ 1,074      $3,641   $ 2,352
</TABLE>

<PAGE>

                                                                          Page 6


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

                                      Three Months Ended     Six Months Ended
                                            June 30,              June 30,    
                                       1998        1997       1998       1997
<S>                                  <C>        <C>           <C>        <C>   
          Interest and income
           taxes paid:
            Interest ............    $  295    $   287     $    517    $    551
            Income taxes ........     8,037      9,626       12,502      14,444
                                     $8,332    $ 9,913     $ 13,019    $ 14,995
</TABLE>

     Non-cash investing and financing activities:

     During the second quarter of 1998, as part of an  acquisition,  the Company
     issued a $6.0 million note. See Note F.


E.   Comprehensive income:
<TABLE>
                                     Three Months Ended      Six Months Ended
                                            June 30,              June 30,
                                       1998        1997       1998         1997

<S>                                   <C>        <C>          <C>       <C>    
        Net income .................. $13,661    $13,042      $23,391   $21,581

        Other comprehensive
         income:
        Translation of foreign
         currency financial
         statements .................  (5,496)    (2,863)      (7,357)   (4,887)
        Income tax (expense)
         benefit ....................    (276)        --         (138)      681
                                       (5,772)    (2,863)      (7,495)   (4,206)
        Comprehensive income ........ $ 7,889    $10,179      $15,896   $17,375

</TABLE>
<PAGE>

                                                                          Page 7

F.   Acquisitions:


     During the second quarter of 1998, the Company made two acquisitions - Aero
     Expreso  Internacional  ("Aero Expreso") and Gulf Coast Drawback  Services,
     Inc.  ("Gulf Coast").  Aero Expreso,  based in Buenos Aires, is a long-time
     agent of the Company and the largest  inbound  forwarder and customs broker
     in  Argentina.  Gulf Coast is the  largest  provider  of  specialized  duty
     drawback  services  in  the  United  States.   The  total  paid  for  these
     acquisitions was approximately $17.8 million,  which was comprised of $11.8
     million of cash and a $6.0 million note.  The  acquisitions  were accounted
     for as  purchases.  Accordingly,  the purchase  price was  allocated on the
     basis of the  estimated  fair market  value of the assets  acquired and the
     liabilities  assumed.  The total cost in excess of the net assets  acquired
     was  approximately  $15.1 million,  which is being amortized over 40 years.
     The  results of  operations  for these  acquisitions  were  included in the
     Consolidated  Statement of Operations from the dates of acquisition and had
     no material  pro forma impact on the  Company's  results of  operations  or
     financial position.

<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,
selling, general and administrative expenses) and operating profit:
<TABLE>

                                      Three Months            Six Months
                                      Ended June 30,         Ended June 30,
                                     1998        1997       1998         1997 
<S>                                <C>         <C>         <C>        <C>    
Gross Revenues:
  Airfreight ..................... $ 291.5     $ 296.6     $ 583.0    $ 569.2
  Ocean freight ..................    51.7        53.5        94.9       97.8
  Customs brokerage and other ....    35.3        36.5        73.0       70.7
    Total Gross Revenues ......... $ 378.5     $ 386.6     $ 750.9    $ 737.7

Net Revenues:
  Airfreight ..................... $  78.0     $  77.0     $ 152.6    $ 146.4
  Ocean freight ..................    16.6        15.3        29.1       28.5
  Customs brokerage and other ....    28.4        30.0        59.2       59.8
    Total Net Revenues ...........   123.0       122.3       240.9      234.7

Internal Operating Expenses:
  Terminal .......................    66.8        64.4       133.9      128.5
  Selling, general and
   administrative ................    36.6        38.5        74.2       74.5
    Total Internal Operating 
     Expenses ....................   103.4       102.9       208.1      203.0

Operating Profit ................. $  19.6     $  19.4     $  32.8    $  31.7
</TABLE>

     Consolidated  gross revenues for the second quarter and first six months of
1998,  decreased 2.1% to $378.5  million and increased  1.8% to $750.9  million,
respectively, over the comparable periods in 1997. Additionally,  gross revenues
for the quarter and six months were negatively  impacted by approximately  $26.5
million and $46.9  million,  respectively,  due to the effect of 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 1998 increased .6% to $123.0  million and 2.6% to $240.9  million,
respectively, over the comparable 1997 periods.

     Gross  airfreight  revenues for the second  quarter and first six months of
1998  decreased  1.7% to $291.5  million and increased  2.4% to $583.0  million,
respectively, over the comparable 1997 periods. The decrease in gross airfreight
revenues for the quarter was mainly  attributable  to economic  difficulties  in
Southeast  Asian  economies and declines in shipping  volumes from the Company's
computer-related  customers.  The increase in gross airfreight  revenues for the

<PAGE>
                                                                         Page 9


first six months of 1998 over the first six months of 1997 was  attributable  to
the  increases  in shipments  and the weight of cargo  shipped of 5.3% and 8.6%,
respectively.  The gross margin (net revenues as a percentage of gross revenues)
for the second  quarter and first six months of 1998  increased .8% to 26.8% and
 .5% to 26.2%, respectively, over the comparable 1997 periods. The increases were
mainly due to increased yields associated with improved product mix allowing for
better utilization of airfreight containers.

     Ocean freight gross revenues for the second quarter and first six months of
1998 decreased $1.8 million (3.4%) and $2.9 million (3.0%),  respectively,  over
the comparable  1997 periods.  Ocean freight net revenues for the second quarter
and first six months of 1998  increased  $1.3  million  (8.5%)  and $.6  million
(2.1%),  respectively,  over the comparable 1997 periods.  Excluding the effects
from both the sale of the Company's 60.0% - owned foreign subsidiary,  which was
sold during the fourth quarter of 1997, and a $.8 million  reclassification from
customs  brokerage and other gross revenues in the second quarter of 1998, ocean
freight  gross  revenues  for the  second  quarter  and first six months of 1998
increased $2.7 million (5.6%) and $6.7 million  (7.6%),  respectively,  over the
comparable 1997 periods.  Additionally,  ocean freight net revenues for the same
periods  increased $1.5 million (10.5%) and $2.4 million (9.0%).  The comparable
increases  in both gross and net ocean  freight  revenues  were due to increased
shipping volumes from existing customers and the Company's  continuing expansion
into the ocean freight market.

     Customs  brokerage and other  revenues for the second quarter and first six
months of 1998  decreased  3.3% to $35.3  million  and  increased  3.3% to $73.0
million,  respectively,  over the comparable 1997 periods. Customs brokerage and
other net  revenues  for both the  second  quarter  and first six months of 1998
decreased  5.3% to $28.4 million and 1.0% to $59.2 million,  respectively,  over
the  comparable  1997  periods.  Excluding  the  previously  noted  $.8  million
reclassification,  customs  brokerage  and other gross and net  revenues for the
second quarter declined 1.1% and 2.7%,  respectively.  The slight decline in the
quarter  reflects the decrease in foreign  brokerage  activity.  The increase in
customs  brokerage and other gross revenues for the first six months of 1998 was
mainly  attributable to the increase in brokerage  activity in the United States
during the first quarter of 1998.

     Internal  operating  expenses  for the  second  quarter  of 1998  increased
marginally  over the second  quarter of 1997.  For the first six months of 1998,
internal  operating  expenses increased $5.1 million or 2.5% over the comparable
1997 period. These increases were mainly attributable to the additional expenses
incurred in connection with greater shipping volumes.

     Operating  profit for the second quarter of 1998 increased  marginally over
the second quarter of 1997. For the first six months of 1998,  operating  profit
increased $1.1 million or 3.5% over the comparable 1997 period.

     Other,  net for the second  quarter and first six months of 1998  increased
$.5 million and $1.3 million,  respectively,  over the comparable  1997 periods.
These  increases  were mainly  attributable  to the results  from the  Company's
equity in the earnings of its unconsolidated affiliates.

<PAGE>

                                                                        Page 10


     The effective income tax rate for the second quarter of 1998 was marginally
higher  than the second  quarter of 1997.  For both the first six months of 1998
and 1997, the effective income tax rate was 37.5%.


Liquidity and Capital Resources

     At June 30, 1998, cash and cash equivalents  increased  approximately  $9.3
million to $76.9 million from $67.6 million at December 31, 1997.  For the first
six months of 1998,  the  Company's  primary  sources of cash were $34.1 million
from operating  activities  and $6.1 million from  restricted  funds,  while its
primary uses were for:  capital  expenditures of $14.5 million,  acquisitions of
$9.5  million,  investment  in  unconsolidated  affiliates  of $7.1  million and
dividend  payments of $3.5 million.  Cash flow provided by operating  activities
increased approximately $16.9 million when compared with the first six months of
1997.  The  increase  resulted  mainly from the decline in the  Company's  trade
receivables  resulting  from improved  collections.  Working  capital  increased
marginally for the first six months to $135.2 million.

     Capital expenditures increased approximately $8.1 million from $6.4 million
for the first six  months of 1997 to $14.5  million  for the first six months of
1998.  Approximately  $6.1  million of the capital  expenditures  relates to the
construction of a freight  terminal at New York's John F. Kennedy  International
Airport,  with the remaining  balance primarily for improvement and expansion of
facilities and management  information  services.  Capital expenditures for 1998
are estimated to be approximately $33.0 million.

     At  June  30,  1998,  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 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 $23.1 million, of which approximately
$1.5 million was outstanding.

     During the second  quarter of 1998, the company made two  acquisitions  for
approximately  $17.8 million comprised of $11.8 million of cash and $6.0 million
of debt. See Note F.

     In June 1998,  the Company's  Board of Directors  authorized an increase in
the  quarterly  cash  dividend  from five cents  ($.05) to six cents  ($.06) per
share.

     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 11

Year 2000


     In 1997,  the Company  undertook an  assessment  to determine the impact of
Year 2000  compliance  on its  computer  systems.  This  assessment  resulted in
preliminary  plans to prepare the Company for Year 2000  readiness.  These plans
include  remediation  of certain  systems and the upgrading and  replacement  of
certain other of the Company's  systems.  In accordance  with Issue 96-14 of the
Emerging Issues Task Force of the Financial  Accounting  Standards Board,  which
requires the costs associated with modifying computer software for the Year 2000
to be  expensed as  incurred,  the Company  will  expense the costs  incurred to
remediate the applicable  systems.  These costs are estimated to be in the range
of $5.0 to $7.0 million.  The estimated  costs will vary as the  remediation and
testing of the  Company's  systems  progresses.  The Company  believes  that the
remediation,  upgrade and replacement of its systems will be ready for Year 2000
prior to any impact on its operations. If, however, the remediation,  upgrade or
replacement  of the Company's  systems is not completed  timely,  and negatively
impacts the  Company's  Year 2000  readiness,  the Company's  operations  may be
materially affected.  Additionally,  in connection with this effort, the Company
has initiated a program to communicate  with its many customers and suppliers to
determine the level of Year 2000  readiness of these  entities and the potential
impact on the Company's  operations if these entities'  computer systems are not
ready.  This program is ongoing and the Company has not determined the potential
impact if these entities' computer systems are not ready.

New Accounting Standard

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative  Instruments and Hedging  Activities",  which is
required to be adopted in years  beginning  after June 15, 1999.  The  statement
establishes   accounting  and  financial   reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities.  The Company does not anticipate that the
adoption of this statement will have a material  impact on either its results of
operations or financial position.


<PAGE>

                                                                         Page 12


PART II - OTHER INFORMATION

Item 1. - Legal Proceedings
The Company is involved in various legal proceedings generally incidental to its
business. While the result of any litigation contains an element of uncertainty,
the  Company  presently  believes  that the  outcome  of any  known  pending  or
threatened legal  proceeding or claim, or all of them combined,  will not have a
material  adverse effect on its results of operations or consolidated  financial
position.

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

    a) Exhibits:

       Exhibit 3 -  Certificate of Amendment of Certificate of Incorporation.

       Exhibit 11 - Computation of Earnings Per Common Share.
 
       Exhibit 27 - Financial Data Schedule.

    b) Reports on Form 8-K:

       None.

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                                                                        Page 13


                                   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, 1998           /s/              Dennis M. Dolan
                                                     Dennis M. Dolan
                                                   Vice President and
                                                  Chief Financial Officer
                                               (Principal Financial Officer



Date:     August 13, 1998          /s/              Martin J. McDonnell
                                                    Martin J. McDonnell
                                                 Vice President - Controller
                                                (Principal Accounting Officer)

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