Federal Express International Inc, et al. – ‘S-4’ on 6/23/04 – EX-23.3

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML    764K 
                          Business-Combination Transaction                       
 2: EX-1.1      Underwriting Agreement                                37    131K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     14     62K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders   103    380K 
 5: EX-4.3      Instrument Defining the Rights of Security Holders    11     51K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders    32    128K 
 7: EX-5.1      Opinion re: Legality                                   3     25K 
 8: EX-15.1     Letter re: Unaudited Interim Financial Information     1     17K 
 9: EX-21.1     Subsidiaries of the Registrant                         3     29K 
10: EX-23.1     Consent of Experts or Counsel                          1     16K 
11: EX-23.2     Consent of Experts or Counsel                          1     16K 
12: EX-23.3     Consent of Experts or Counsel                          1     18K 
13: EX-25.1     Statement re: Eligibility of Trustee                  12     58K 
14: EX-99.1     Miscellaneous Exhibit                               HTML    118K 
15: EX-99.2     Miscellaneous Exhibit                               HTML     29K 
16: EX-99.3     Miscellaneous Exhibit                                  2     18K 
17: EX-99.4     Miscellaneous Exhibit                                  2     19K 
18: EX-99.5     Miscellaneous Exhibit                                  2     18K 
19: EX-99.6     Miscellaneous Exhibit                                 11     50K 

EX-23.3   —   Consent of Experts or Counsel

EX-23.3
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                                                                    EXHIBIT 23.3

 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

  Section 11(a) of the Securities Act of 1933, as amended (the "Securities
Act"), provides that if part of a registration statement at the time it becomes 
effective contains an untrue statement of a material fact, or omits a material  
fact required to be stated therein or necessary to make the statements therein  
not misleading, any person acquiring a security pursuant to such registration   
statement (unless it is proved that at the time of such acquisition such person 
knew of such untruth or omission) may assert a claim against, among others, an  
accountant who has consented to be named as having certified any part of the    
registration statement or as having prepared any report for use in connection   
with the registration statement.                                                

     FedEx Corporation ("FedEx") and its wholly owned subsidiary Federal Express
Corporation ("FedEx Express") dismissed Arthur Andersen LLP ("Andersen") as     
their respective independent auditors, effective April 12, 2002. For additional 
information, see FedEx's and FedEx Express's Current Report on Form 8-K dated   
March 11, 2002 (as amended by the Form 8-K/A filed on April 12, 2002). Andersen 
was subsequently barred from practicing before the Securities and Exchange      
Commission and has ceased operations in the United States. FedEx and FedEx      
Express are, therefore, unable to obtain Andersen's written consent to the      
incorporation by reference into this registration statement of Andersen's audit 
reports with respect to FedEx's and FedEx Express's consolidated financial      
statements as of May 31, 2001 and for the two years in the period then ended.   

     Under these circumstances, Rule 437a under the Securities Act permits FedEx
and FedEx Express to file this registration statement, which incorporates by    
reference Andersen's audit reports referred to above, without a written consent 
from Andersen. The absence of such consent may limit recovery by investors on   
certain claims. In particular, and without limitation, investors will not be    
able to assert claims against Andersen under Section 11(a) of the Securities Act
for any untrue statement of a material fact contained in the financial          
statements audited by Andersen or for any omission of a material fact required  
to be stated therein. Accordingly, you would be unable to assert a claim against
Andersen under Section 11(a) of the Securities Act because it has not consented 
to the incorporation by reference of its previously issued reports in this      
registration statement.                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing		Date		Other Filings
Filed on:		6/23/04		8-K
		4/12/02		10-Q,  8-K/A
		3/11/02		8-K,  8-K/A
		5/31/01		10-K405
				List all Filings