<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                           UNITED PARCEL SERVICE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              --------------------

                  DELAWARE                                  58-2480149
       (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

          55 GLENLAKE PARKWAY, N.E.
              ATLANTA, GEORGIA                                 30328
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

                              --------------------

       UNITED PARCEL SERVICE, INC. DISCOUNTED EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                             JOSEPH R. MODEROW, ESQ.
                           UNITED PARCEL SERVICE, INC.
                            55 GLENLAKE PARKWAY, N.E.
                             ATLANTA, GEORGIA 30328
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (404) 828-6000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           ---------------------------

                                   COPIES TO:
                              STACEY K. GEER, ESQ.
                                 KING & SPALDING
                              191 PEACHTREE STREET
                             ATLANTA, GEORGIA 30303
                                 (404) 572-4600


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
        Title Of Each Class                                        Proposed Maximum      Proposed Maximum
          Of Securities To                 Amount To Be             Offering Price           Aggregate              Amount Of
           Be Registered                    Registered               Per Share(1)        Offering Price(1)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                     <C>                   <C>                    <C>
Class A Common Stock, $.01 par
value per share....................         20,000,000                $8.35                 $167,000,000             $41,750
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee, on the
     basis of the book value of the Registrant's Class A Common Stock as of
     March 31, 2001.

<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to employees and/or directors of United Parcel Service, Inc. (the
"Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission are incorporated
herein by reference:

   -     the Company's Annual Report on Form 10-K for the year ended
         December 31, 2000;

   -     the Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001;

   -     the Company's Current Report on Form 8-K, dated January 29,
         2001; and

   -     the description of United Parcel Service of America, Inc.'s
         common stock, $.10 par value per share, contained in Item 14
         of its Registration Statement on Form 8-A, filed with the
         Commission in April 1970, as updated by Item 5 of its Annual
         Report on Form 10-K for the year ended December 31, 1998, and
         as modified by the description of the Class A common stock
         contained in the Company's Registration Statement on Form S-4
         (No. 333-83349). The Company succeeded to the 1934 Act
         registration of United Parcel Service of America, Inc.
         pursuant to Rule 12g-3 under the 1934 Act.

         In addition, any and all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares of common
stock offered hereby shall, to the extent required by law, be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.


                                     - 1 -
<PAGE>   3

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

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 to which any person may be entitled under any
bylaw, 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 Company's Restated Certificate of Incorporation does not provide
for indemnification of the Company's directors and officers, but the Company's
Bylaws provide that the Company must indemnify its directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, subject to
very limited exceptions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


                                     - 2 -
<PAGE>   4

ITEM 8.  EXHIBITS.

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

(a)      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;

                  (ii)     To reflect in the prospectus any facts or events
                           arising 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 (a)(1)(i) and
                           (a)(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 with or furnished to the Commission by the
                           Registrant pursuant to Section 13 or Section 15(d) of
                           the Exchange Act that are incorporated by reference
                           in the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (3)      To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed


                                     - 3 -
<PAGE>   5

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.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.


                                     - 4 -
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the undersigned
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 this the 17th day of
May, 2001.

                            UNITED PARCEL SERVICE, INC.



                            By: /s/ James P. Kelly
                               -------------------------------------------------
                               James P. Kelly
                               Chairman of the Board and Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. SCOTT DAVIS and JOSEPH R. MODEROW, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, including
any and all post-effective amendments, and any related Rule 462(b) registration
statement and any amendment thereto, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of May 17, 2001:


                                     - 5 -
<PAGE>   7

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE
---------                                            -----


<S>                                                  <C>

/s/ William H. Brown, III                            Director
--------------------------------------------
William H. Brown, III



/s/ D. Scott Davis                                   Senior Vice President, Chief Financial Officer and
--------------------------------------------         Treasurer
D. Scott Davis                                       (Principal Financial and Accounting Officer)



/s/ Calvin Darden                                    Senior Vice President and Director
--------------------------------------------
Calvin Darden



/s/ Michael L. Eskew                                 Vice Chairman, Executive Vice President and
--------------------------------------------         Director
Michael L. Eskew



/s/ James P. Kelly                                   Chairman of the Board, Chief Executive Officer
--------------------------------------------         and Director
James P. Kelly                                       (Principal Executive Officer)



                                                     Director
--------------------------------------------
Ann M. Livermore



                                                     Director
--------------------------------------------
Gary E. MacDougal



/s/ Joseph R. Moderow                                Senior Vice President, Secretary and Director
--------------------------------------------
Joseph R. Moderow



                                                     Director
--------------------------------------------
Kent C. Nelson



                                                     Director
--------------------------------------------
Victor A. Pelson
</TABLE>


                                     - 6 -
<PAGE>   8


<TABLE>
<S>                                                  <C>

/s/ Lea N. Soupata                                   Senior Vice President and Director
--------------------------------------------
Lea N. Soupata



                                                     Director
--------------------------------------------
Robert M. Teeter



                                                     Director
--------------------------------------------
John W. Thompson



/s/ Thomas H. Weidemeyer                             Senior Vice President, Chief Operating
--------------------------------------------         Officer and Director
Thomas H. Weidemeyer
</TABLE>


                                     - 7 -
<PAGE>   9

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             EXHIBIT DESCRIPTION
-------                            -------------------
<S>               <C>
3.1               Form of the Company's Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 of Amendment No. 3
                  to the Company's Registration Statement on Form S-4 (No.
                  333-83349), filed on September 21, 1999)

3.2               Form of the Company's Bylaws (incorporated by reference to
                  Exhibit 3.2 of Amendment No. 1 to the Company's Registration
                  Statement on Form S-4 (No. 333-83349), filed on September 1,
                  1999)

5.1               Opinion of King & Spalding as to the legality of the
                  securities being registered

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of King & Spalding (included in Exhibit 5.1)
</TABLE>


                                     - 8 -
[{"type": "S-8", "sequence": "1", "filename": "g69098s-8.txt", "description": "UNITED PARCEL SERVICE INC", "secsgml_size_bytes": 18613}]
{"company-data": {"conformed-name": "UNITED PARCEL SERVICE INC", "cik": "0001090727", "assigned-sic": "4210", "irs-number": "582480149", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61112", "film-number": "1642405"}, "business-address": {"street1": "55 GLENLAKE PARKWAY NE", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "4048286000"}, "mail-address": {"street1": "55 GLENLAKE PARKWAY NE", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                           UNITED PARCEL SERVICE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              --------------------

                  DELAWARE                                  58-2480149
       (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

          55 GLENLAKE PARKWAY, N.E.
              ATLANTA, GEORGIA                                 30328
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

                              --------------------

       UNITED PARCEL SERVICE, INC. DISCOUNTED EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                             JOSEPH R. MODEROW, ESQ.
                           UNITED PARCEL SERVICE, INC.
                            55 GLENLAKE PARKWAY, N.E.
                             ATLANTA, GEORGIA 30328
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (404) 828-6000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           ---------------------------

                                   COPIES TO:
                              STACEY K. GEER, ESQ.
                                 KING & SPALDING
                              191 PEACHTREE STREET
                             ATLANTA, GEORGIA 30303
                                 (404) 572-4600

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
        Title Of Each Class                                        Proposed Maximum      Proposed Maximum
          Of Securities To                 Amount To Be             Offering Price           Aggregate              Amount Of
           Be Registered                    Registered               Per Share(1)        Offering Price(1)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 par
value per share....................         20,000,000                $8.35                 $167,000,000             $41,750
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee, on the
     basis of the book value of the Registrant's Class A Common Stock as of
     March 31, 2001.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to employees and/or directors of United Parcel Service, Inc. (the
"Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission are incorporated
herein by reference:

   -     the Company's Annual Report on Form 10-K for the year ended
         December 31, 2000;

   -     the Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001;

   -     the Company's Current Report on Form 8-K, dated January 29,
         2001; and

   -     the description of United Parcel Service of America, Inc.'s
         common stock, $.10 par value per share, contained in Item 14
         of its Registration Statement on Form 8-A, filed with the
         Commission in April 1970, as updated by Item 5 of its Annual
         Report on Form 10-K for the year ended December 31, 1998, and
         as modified by the description of the Class A common stock
         contained in the Company's Registration Statement on Form S-4
         (No. 333-83349). The Company succeeded to the 1934 Act
         registration of United Parcel Service of America, Inc.
         pursuant to Rule 12g-3 under the 1934 Act.

         In addition, any and all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares of common
stock offered hereby shall, to the extent required by law, be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.

                                     - 1 -
3

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

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 to which any person may be entitled under any
bylaw, 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 Company's Restated Certificate of Incorporation does not provide
for indemnification of the Company's directors and officers, but the Company's
Bylaws provide that the Company must indemnify its directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, subject to
very limited exceptions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                     - 2 -
4

ITEM 8.  EXHIBITS.

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

(a)      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;

                  (ii)     To reflect in the prospectus any facts or events
                           arising 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 (a)(1)(i) and
                           (a)(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 with or furnished to the Commission by the
                           Registrant pursuant to Section 13 or Section 15(d) of
                           the Exchange Act that are incorporated by reference
                           in the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (3)      To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed

                                     - 3 -
5

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.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                     - 4 -
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the undersigned
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 this the 17th day of
May, 2001.

                            UNITED PARCEL SERVICE, INC.

                            By: /s/ James P. Kelly
                               -------------------------------------------------
                               James P. Kelly
                               Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. SCOTT DAVIS and JOSEPH R. MODEROW, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, including
any and all post-effective amendments, and any related Rule 462(b) registration
statement and any amendment thereto, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of May 17, 2001:

                                     - 5 -
7
SIGNATURE                                            TITLE
---------                                            -----
/s/ William H. Brown, III                            Director
--------------------------------------------
William H. Brown, III

/s/ D. Scott Davis                                   Senior Vice President, Chief Financial Officer and
--------------------------------------------         Treasurer
D. Scott Davis                                       (Principal Financial and Accounting Officer)

/s/ Calvin Darden                                    Senior Vice President and Director
--------------------------------------------
Calvin Darden

/s/ Michael L. Eskew                                 Vice Chairman, Executive Vice President and
--------------------------------------------         Director
Michael L. Eskew

/s/ James P. Kelly                                   Chairman of the Board, Chief Executive Officer
--------------------------------------------         and Director
James P. Kelly                                       (Principal Executive Officer)

                                                     Director
--------------------------------------------
Ann M. Livermore

                                                     Director
--------------------------------------------
Gary E. MacDougal

/s/ Joseph R. Moderow                                Senior Vice President, Secretary and Director
--------------------------------------------
Joseph R. Moderow

                                                     Director
--------------------------------------------
Kent C. Nelson

                                                     Director
--------------------------------------------
Victor A. Pelson
- 6 -
8
/s/ Lea N. Soupata                                   Senior Vice President and Director
--------------------------------------------
Lea N. Soupata

                                                     Director
--------------------------------------------
Robert M. Teeter

                                                     Director
--------------------------------------------
John W. Thompson

/s/ Thomas H. Weidemeyer                             Senior Vice President, Chief Operating
--------------------------------------------         Officer and Director
Thomas H. Weidemeyer
- 7 -
9

                                  EXHIBIT INDEX
EXHIBIT
NUMBER                             EXHIBIT DESCRIPTION
-------                            -------------------
3.1               Form of the Company's Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 of Amendment No. 3
                  to the Company's Registration Statement on Form S-4 (No.
                  333-83349), filed on September 21, 1999)

3.2               Form of the Company's Bylaws (incorporated by reference to
                  Exhibit 3.2 of Amendment No. 1 to the Company's Registration
                  Statement on Form S-4 (No. 333-83349), filed on September 1,
                  1999)

5.1               Opinion of King & Spalding as to the legality of the
                  securities being registered

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of King & Spalding (included in Exhibit 5.1)
- 8 -