<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1995
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                     UNITED PARCEL SERVICE OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)
 
                             ---------------------
 
<TABLE>
<S>                                                           <C>
                          DELAWARE                                      95-1732075
               (State or other jurisdiction of                       (I.R.S. Employer
               incorporation or organization)                       Identification No.)
 
  400 PERIMETER CENTER -- TERRACES NORTH, ATLANTA, GEORGIA                 30346
          (Address of principal executive offices)                      (Zip Code)
</TABLE>
 
                             ---------------------
 
                          UPS MANAGERS INCENTIVE PLAN
                              (Full title of plan)
 
                             ---------------------
 
                          JEFFREY L. SCHULTE, ESQUIRE
                       SCHNADER, HARRISON, SEGAL & LEWIS
                                   SUITE 2550
                               MARQUIS TWO TOWER
                       285 PEACHTREE CENTER AVENUE, N.E.
                          ATLANTA, GEORGIA 30303-1232
 
                                  404-215-8107
         (Telephone number, including area code, of agent for service)
 
                             ---------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
   ============================================================================================
<S>                             <C>             <C>              <C>              <C>
                                                                 PROPOSED MAXIMUM
                                                PROPOSED MAXIMUM     AGGREGATE
     TITLE OF SECURITIES          AMOUNT TO BE   OFFERING PRICE      OFFERING        AMOUNT OF
       TO BE REGISTERED            REGISTERED       PER SHARE         PRICE*      REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Common Stock, par value $.10
  per share...................     6,850,000         $23.50        $160,975,000      $55,509.01
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
 
* Estimated solely for purposes of calculating the registration fee in
  accordance with Rule 457(h) based upon the current price per share of UPS
  Common Stock.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
 
     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein and made a part hereof:
 
          (a) The annual report of United Parcel Service of America, Inc.
     ("UPS") on Form 10-K for the year ended December 31, 1993.
 
          (b) The quarterly reports of UPS on Form 10-Q for the quarters ended
     March 31, June 30 and September 30, 1994, and all other reports filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     by UPS since the end of the year covered by its annual report referred to
     in (a) above.
 
          (c) The Description of Securities contained in Item 14 of the Form 10
     dated April 1970, as updated by the Item 5 of the Form 10-K for the year
     ended December 31, 1993.
 
     In addition, any and all documents filed by UPS pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof
and prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     William H. Brown, III, a director of UPS, is a partner of Schnader,
Harrison, Segal & Lewis. As of December 1, 1994, Mr. Brown owned 13,300 shares
of Common Stock of UPS.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with certain specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of an action
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. Section 145 of the Delaware General Corporation
Law also provides that the rights conferred thereby are not exclusive of any
other right which any person may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, and permits a
corporation to advance expenses to or on behalf of a person entitled to be
indemnified upon receipt of an undertaking to repay the amounts advanced if it
is determined that the person is not entitled to be indemnified.
 
     The Certificate of Incorporation of UPS provides that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding by reason of the fact that he is or was a director or
officer of UPS (or is or was serving at the request of UPS as director, officer,
employee or agent of another entity), shall be indemnified and held harmless by
UPS to the fullest extent authorized by the
 
                                      II-1
<PAGE>   3
 
Delaware General Corporation Law, as in effect (or to the extent that
indemnification is broadened, as it may be amended), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Except with respect
to actions initiated by an officer or director against UPS to recover the amount
of an unpaid claim, UPS is required to indemnify an officer or director in
connection with an action, suit or proceeding initiated by such person only if
such action, suit or proceeding was authorized by the Board of Directors of UPS.
The Certificate further provides that an officer or director may (thirty days
after a written claim has been received by UPS) bring suit against UPS to
recover an unpaid claim and, if such suit is successful, the expense of bringing
such suit. While it is a defense to such suit that the claimant has not met the
applicable standards of conduct which make indemnification permissible under the
Delaware General Corporation Law, neither the failure of the Board of Directors
to have made a determination that indemnification is proper, nor an actual
determination that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. The Certificate also provides that
the rights conferred thereby are contract rights, that they are not exclusive of
any other rights which an officer or director may have or hereafter acquire
under any statute, any other provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
and that they include the right to be paid by UPS the expenses incurred in
defending any specified action, suit or proceeding in advance of its final
disposition provided that, if the Delaware General Corporation Law so requires,
such payment shall only be made upon delivery to UPS by the officer or director
of an undertaking to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
the Certificate or otherwise.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     As no restricted securities are to be reoffered or resold pursuant to this
registration statement, this item is inapplicable.
 
ITEM 8. EXHIBITS.
 
     The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page II-6 hereof.
 
ITEM 9. UNDERTAKINGS.
 
     The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events after the
        effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
             Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
        if the registration statement is on Form S-3 or Form S-8 and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities
 
                                      II-2
<PAGE>   4
 
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
 
                                      II-3
<PAGE>   5
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA ON THE 3RD DAY OF JANUARY,
1995.
 
                                       UNITED PARCEL SERVICE OF AMERICA, INC.
 
                                       By: /s/  KENT C. NELSON
 
                                           -------------------------------------
                                           Kent C. Nelson, Chairman of the Board
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
 
<TABLE>
<CAPTION>
                  SIGNATURE                               TITLE                    DATE
- ---------------------------------------------  ---------------------------  -------------------
 
<C>                                            <S>                          <C>
                   /s/ JOHN W. ALDEN           Senior Vice President and    January 3, 1995
            -------------------------          Director
                John W. Alden                          
                                               
                                               Director                     January   , 1995
            -------------------------
            William H. Brown, III

                 /s/ ROBERT J. CLANIN          Senior Vice President,       January 3, 1995
            -------------------------          Treasurer and Assistant   
              Robert J. Clanin                 Secretary (Chief Financial
                                               and Accounting Officer)   
                                                                         
                                               Director                     January   , 1995
            -------------------------
                 Carl Kaysen
 
                   /s/ JAMES P. KELLY          Senior Vice President and    January 3, 1995
            -------------------------          Director (Chief Operating
               James P. Kelly                  Officer)                 
                                               
                   /s/ JOHN J. KELLEY          Senior Vice President and    January 3, 1995
            -------------------------          Director
               John J. Kelley                          
                                               
                                               Director                     January   , 1995
            -------------------------
              Gary E. MacDougal
 
               /s/ JOSEPH R. MODEROW           Senior Vice President,       January 3, 1995
            -------------------------          Secretary and Director
              Joseph R. Moderow                                      
                                               
                  /s/ KENT C. NELSON           Chairman of the Board and    January 3, 1995
            -------------------------          Director (Chief Executive
               Kent C. Nelson                  Officer)                 
                                               
                                               Director                     January   , 1995
            -------------------------
              Victor A. Pelson
</TABLE>
 
                                      II-4
<PAGE>   6
 
<TABLE>
<CAPTION>
                  SIGNATURE                               TITLE                    DATE
- ---------------------------------------------  ---------------------------  -------------------
 
<C>                                            <S>                          <C>
                                               Director                     January   , 1995
            --------------------------
               John W. Rogers
 
              /s/ CHARLES L. SCHAFFER          Senior Vice President and    January 3, 1995
            --------------------------         Director
             Charles L. Schaffer                       
                                               
                                               Director                     January   , 1995
            --------------------------
              Robert M. Teeter
 
              /s/ CALVIN E. TYLER, JR.         Senior Vice President and    January 3, 1995
            --------------------------         Director
            Calvin E. Tyler, Jr.                       
</TABLE>                                       
 
                                      II-5
<PAGE>   7
 
                                 EXHIBIT INDEX
 
                   EXHIBITS INCORPORATED HEREIN BY REFERENCE
 
<TABLE>
<CAPTION>
                                                                                     DESIGNATION OF
DESIGNATION OF      DESCRIPTION OF      DOCUMENT WITH WHICH EXHIBIT WAS PREVIOUSLY  SUCH EXHIBIT IN
   EXHIBIT              EXHIBIT                   FILED WITH COMMISSION              THAT DOCUMENT
- --------------   ---------------------  ------------------------------------------  ----------------
<C>              <S>                    <C>                                         <C>
       4(i)      UPS Managers Stock     Registrant's Registration Statement on       Exhibit 2
                 Trust                  Form S-8 (Registration Statement No.
                                        2-46382)

       4(ii)     Articles of            Registrant's Registration Statement on       Exhibit 4(iv)
                 Incorporation, as      Form S-8 (Registration Statement No.
                 Amended through May    33-19622)
                 15, 1987

       4(iii)    By-Laws, as Amended    Registrant's Annual Report on Form 10-K      Exhibit 3(b)
                 through February 21,   for the Fiscal Year Ended December 31,
                 1992                   1991 (File No. 0-4714)
 
                                      EXHIBITS FILED HEREWITH

      23         Consent of Deloitte &
                 Touche LLP

      99         Copies of Other
                 Summaries or Written
                 Communications
                 Relating to the Plan
</TABLE>
 
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "UNITED PARCEL SERVICE FORM S-8", "secsgml_size_bytes": 20687}]
{"company-data": {"conformed-name": "UNITED PARCEL SERVICE OF AMERICA INC", "cik": "0000809697", "assigned-sic": "4210", "irs-number": "951732075", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57179", "film-number": "95500481"}, "business-address": {"street1": "400 PERIMETER CNTR TERRACES NORTH", "street2": "GREENWICH OFFICE PK 5", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "4049136000"}, "mail-address": {"street1": "400 PERIMEMTER CTR TERRACES N", "street2": "GREENWICH OFFICE PK5", "city": "ATLANTA", "state": "GA", "zip": "30346"}}
1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1995
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                     UNITED PARCEL SERVICE OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)
 
                             ---------------------
DELAWARE                                      95-1732075
               (State or other jurisdiction of                       (I.R.S. Employer
               incorporation or organization)                       Identification No.)
 
  400 PERIMETER CENTER -- TERRACES NORTH, ATLANTA, GEORGIA                 30346
          (Address of principal executive offices)                      (Zip Code)
---------------------
 
                          UPS MANAGERS INCENTIVE PLAN
                              (Full title of plan)
 
                             ---------------------
 
                          JEFFREY L. SCHULTE, ESQUIRE
                       SCHNADER, HARRISON, SEGAL & LEWIS
                                   SUITE 2550
                               MARQUIS TWO TOWER
                       285 PEACHTREE CENTER AVENUE, N.E.
                          ATLANTA, GEORGIA 30303-1232
 
                                  404-215-8107
         (Telephone number, including area code, of agent for service)
 
                             ---------------------
 
                        CALCULATION OF REGISTRATION FEE
============================================================================================
PROPOSED MAXIMUM
                                                PROPOSED MAXIMUM     AGGREGATE
     TITLE OF SECURITIES          AMOUNT TO BE   OFFERING PRICE      OFFERING        AMOUNT OF
       TO BE REGISTERED            REGISTERED       PER SHARE         PRICE*      REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Common Stock, par value $.10
  per share...................     6,850,000         $23.50        $160,975,000      $55,509.01
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
* Estimated solely for purposes of calculating the registration fee in
  accordance with Rule 457(h) based upon the current price per share of UPS
  Common Stock.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
 
     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein and made a part hereof:
 
          (a) The annual report of United Parcel Service of America, Inc.
     ("UPS") on Form 10-K for the year ended December 31, 1993.
 
          (b) The quarterly reports of UPS on Form 10-Q for the quarters ended
     March 31, June 30 and September 30, 1994, and all other reports filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     by UPS since the end of the year covered by its annual report referred to
     in (a) above.
 
          (c) The Description of Securities contained in Item 14 of the Form 10
     dated April 1970, as updated by the Item 5 of the Form 10-K for the year
     ended December 31, 1993.
 
     In addition, any and all documents filed by UPS pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof
and prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     William H. Brown, III, a director of UPS, is a partner of Schnader,
Harrison, Segal & Lewis. As of December 1, 1994, Mr. Brown owned 13,300 shares
of Common Stock of UPS.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with certain specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of an action
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. Section 145 of the Delaware General Corporation
Law also provides that the rights conferred thereby are not exclusive of any
other right which any person may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, and permits a
corporation to advance expenses to or on behalf of a person entitled to be
indemnified upon receipt of an undertaking to repay the amounts advanced if it
is determined that the person is not entitled to be indemnified.
 
     The Certificate of Incorporation of UPS provides that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding by reason of the fact that he is or was a director or
officer of UPS (or is or was serving at the request of UPS as director, officer,
employee or agent of another entity), shall be indemnified and held harmless by
UPS to the fullest extent authorized by the
 
                                      II-1
3
 
Delaware General Corporation Law, as in effect (or to the extent that
indemnification is broadened, as it may be amended), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Except with respect
to actions initiated by an officer or director against UPS to recover the amount
of an unpaid claim, UPS is required to indemnify an officer or director in
connection with an action, suit or proceeding initiated by such person only if
such action, suit or proceeding was authorized by the Board of Directors of UPS.
The Certificate further provides that an officer or director may (thirty days
after a written claim has been received by UPS) bring suit against UPS to
recover an unpaid claim and, if such suit is successful, the expense of bringing
such suit. While it is a defense to such suit that the claimant has not met the
applicable standards of conduct which make indemnification permissible under the
Delaware General Corporation Law, neither the failure of the Board of Directors
to have made a determination that indemnification is proper, nor an actual
determination that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. The Certificate also provides that
the rights conferred thereby are contract rights, that they are not exclusive of
any other rights which an officer or director may have or hereafter acquire
under any statute, any other provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
and that they include the right to be paid by UPS the expenses incurred in
defending any specified action, suit or proceeding in advance of its final
disposition provided that, if the Delaware General Corporation Law so requires,
such payment shall only be made upon delivery to UPS by the officer or director
of an undertaking to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
the Certificate or otherwise.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     As no restricted securities are to be reoffered or resold pursuant to this
registration statement, this item is inapplicable.
 
ITEM 8. EXHIBITS.
 
     The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page II-6 hereof.
 
ITEM 9. UNDERTAKINGS.
 
     The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events after the
        effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
             Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
        if the registration statement is on Form S-3 or Form S-8 and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities
 
                                      II-2
4
 
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
 
                                      II-3
5
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA ON THE 3RD DAY OF JANUARY,
1995.
 
                                       UNITED PARCEL SERVICE OF AMERICA, INC.
 
                                       By: /s/  KENT C. NELSON
 
                                           -------------------------------------
                                           Kent C. Nelson, Chairman of the Board
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE                               TITLE                    DATE
- ---------------------------------------------  ---------------------------  -------------------
/s/ JOHN W. ALDEN           Senior Vice President and    January 3, 1995
            -------------------------          Director
                John W. Alden                          
                                               
                                               Director                     January   , 1995
            -------------------------
            William H. Brown, III

                 /s/ ROBERT J. CLANIN          Senior Vice President,       January 3, 1995
            -------------------------          Treasurer and Assistant   
              Robert J. Clanin                 Secretary (Chief Financial
                                               and Accounting Officer)   
                                                                         
                                               Director                     January   , 1995
            -------------------------
                 Carl Kaysen
 
                   /s/ JAMES P. KELLY          Senior Vice President and    January 3, 1995
            -------------------------          Director (Chief Operating
               James P. Kelly                  Officer)                 
                                               
                   /s/ JOHN J. KELLEY          Senior Vice President and    January 3, 1995
            -------------------------          Director
               John J. Kelley                          
                                               
                                               Director                     January   , 1995
            -------------------------
              Gary E. MacDougal
 
               /s/ JOSEPH R. MODEROW           Senior Vice President,       January 3, 1995
            -------------------------          Secretary and Director
              Joseph R. Moderow                                      
                                               
                  /s/ KENT C. NELSON           Chairman of the Board and    January 3, 1995
            -------------------------          Director (Chief Executive
               Kent C. Nelson                  Officer)                 
                                               
                                               Director                     January   , 1995
            -------------------------
              Victor A. Pelson
II-4
6
SIGNATURE                               TITLE                    DATE
- ---------------------------------------------  ---------------------------  -------------------
Director                     January   , 1995
            --------------------------
               John W. Rogers
 
              /s/ CHARLES L. SCHAFFER          Senior Vice President and    January 3, 1995
            --------------------------         Director
             Charles L. Schaffer                       
                                               
                                               Director                     January   , 1995
            --------------------------
              Robert M. Teeter
 
              /s/ CALVIN E. TYLER, JR.         Senior Vice President and    January 3, 1995
            --------------------------         Director
            Calvin E. Tyler, Jr.
II-5
7
 
                                 EXHIBIT INDEX
 
                   EXHIBITS INCORPORATED HEREIN BY REFERENCE
DESIGNATION OF
DESIGNATION OF      DESCRIPTION OF      DOCUMENT WITH WHICH EXHIBIT WAS PREVIOUSLY  SUCH EXHIBIT IN
   EXHIBIT              EXHIBIT                   FILED WITH COMMISSION              THAT DOCUMENT
- --------------   ---------------------  ------------------------------------------  ----------------
4(i)      UPS Managers Stock     Registrant's Registration Statement on       Exhibit 2
                 Trust                  Form S-8 (Registration Statement No.
                                        2-46382)

       4(ii)     Articles of            Registrant's Registration Statement on       Exhibit 4(iv)
                 Incorporation, as      Form S-8 (Registration Statement No.
                 Amended through May    33-19622)
                 15, 1987

       4(iii)    By-Laws, as Amended    Registrant's Annual Report on Form 10-K      Exhibit 3(b)
                 through February 21,   for the Fiscal Year Ended December 31,
                 1992                   1991 (File No. 0-4714)
 
                                      EXHIBITS FILED HEREWITH

      23         Consent of Deloitte &
                 Touche LLP

      99         Copies of Other
                 Summaries or Written
                 Communications
                 Relating to the Plan
II-6