UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933



                           Pacel Corp.
     (Exact name of registrant as specified in its charter)

    Virginia                         54-1712558
(State of Incorporation)        (I.R.S. Employer ID No.)

8870 Rixlew Lane, Suite 201, Manassas, VA              20109
(Address of Principal Executive Offices)           (Zip Code)


               Consulting and Legal Services Plan
                    (Full title of the Plan)

                           Pacel Corp.
                   8870 Rixlew Lane, Suite 201
                       Manassas, VA 20109
                          703-257-4759
       (Name, address and telephone of agent for service)

                         With a copy to:

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV 89107

                 Calculation of Registration Fee

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)
  Common     100,000,000    $0.0052      $520,000      $47.84
   Stock        Shares

(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  on
December 6, 2002.

                             Part I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on October 31, 2002. The Board has equated this number
of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.

The consulting services for which these shares are being issued
are not in connection with any offer of sale of securities in a
capital-raising transaction and does not directly or indirectly
promote or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             Part II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated  by reference into this Registration  Statement  are
the contents of the Company's Registration Statement on Form S-8,
and  the  Company's Annual Report on Form 10-KSB for  the  period
ended December 31, 2001, the Company's Quarterly Reports on  Form
10-QSB  for the periods ended March 31, 2002, June 30,  2002  and
September 30, 2002 and the Company's Current Report on Form  8-K,
filed  on June 26, 2002. All documents filed by the Company  with
the  Commission pursuant to Section 13(a), 13(c), 14 or 15(d)  of
the  Securities Exchange Act of 1934, as amended, after the  date
of  this  Registration Statement and prior to the termination  of
the offering shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date
of  filing of such Registration Statement and to be a part hereof
from  the  date  of  filing  of such  documents.   Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.  The Company will provide without  charge
to  each person to whom a copy of this Registration Statement  is
delivered, on the written or oral request of such person, a  copy
of  any or all of the documents referred to above which have been
or  may  be  incorporated  by reference  into  this  Registration
Statement,   other  than  certain  exhibits  to  such  documents.
Requests  for  such  copies  shall  be  directed  to  Shareholder
Relations, Pacel Corp., 8870 Rixlew Lane, Suite 201, Manassas, VA
20109, telephone (703) 257-4759.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

1.   The financial statements incorporated in this registration
statement by reference to the Company's Annual Report on Form 10-
KSB for the year ended December 31, 2001 have been incorporated
in reliance on the report of Peter C. Cosmas Co., CPAs on the
authority of that firm as experts in auditing and accounting. The
auditor named in this prospectus as having prepared or certified
any part of it was not employed on a contingency basis, or had,
or is to receive, in connection with the offering, an interest in
the Company or any of its parents or subsidiaries. Nor were they
connected with the Company or any of its parents or subsidiaries
as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.

2.   The legality of the shares of Common Stock offered hereby
has been passed upon for the Company by Chapman & Flanagan, Ltd.
A portion of the shares being registered herein are being issued
to the Registrant's attorneys in such law firm for services
provided to the Registrant.

Item 6. Indemnification of Directors and Officers.

Article 10 of the Virginia Stock Corporation Act provides, in
general, that Virginia corporations shall have the power, under
specified circumstances, to indemnify their directors, officers,
employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the right
of the corporation, by reason of the fact that they were or are
such directors, officers, employees or agents, against expenses
incurred in any such action, suit or proceeding. The Virginia
Stock Corporation Act also provides that Virginia corporations
may purchase insurance on behalf of any such director, officer,
employee or agent.

PACEL's Articles of Incorporation provide, in general, for
mandatory indemnification of its directors and officers
(including former directors and officers and persons serving at
the request of PACEL as directors and officers of another
corporation, partnership, joint venture, trust or other
enterprise) against liability incurred by them in proceedings by
third parties, or by or on behalf of PACEL, by reason of the fact
that such person is, or was, a director or officer of PACEL, or
is, or was, serving at the request of PACEL as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise. Such indemnity shall only be provided after
PACEL determines that the director or officer was not guilty of
gross negligence or willful misconduct.

In addition, PACEL's Articles of Incorporation provide that PACEL
may purchase insurance to cover any losses sustained as a result
of providing indemnification to the aforementioned persons.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 Number   Description

   4.1    The Company's Articles on Incorporation, which defines
          the rights of the holders of the equity securities
          being registered.  (Incorporated by reference to
          Exhibit 3.1 to Registration Statement on Form SB-2
          filed November 24, 1999).

   4.2    The Company's By-Laws, which define the rights of
          holders of the equity securities being registered.
          (Incoporated by reference to Exhibit 3.2 to
          Registration Statement on Form SB-2 filed on November
          24, 1999).

   5.1    Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
          herewith.)

  23.1    Consent of Peter C. Cosmas, CPAs.  (Filed herewith.)

  23.2    Consent of Counsel.  (Included in Exhibit 5.1.)

Item 9. Undertaking

The registrant makes the following undertakings:

     a)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 any facts or events which, individually
             or together, represent a fundamental change in the
             information 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;

       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
          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.

     b)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.

     c)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
       indemnification is permitted to directors, officers and
       controlling personas 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 the 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 of
       such corporation it is the opinion of the SEC that any
       such indemnification is against public policy.

                           SIGNATURES

The  Registrant. 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 authorize, in the City of Manassas, Virginia,  on
December 12, 2002.

(Registrant) Pacel Corp.

By (Signature and Title) /s/ David Calkins
                David Calkins, CEO

Pursuant to the requirements of the Securities Act of 1933,  this
registration  statement has been signed by the following  persons
in the capacities and on the date indicated.
      Signature                  Title                 Date


/s/ David Calkins      Chairman of the Board     12/12/02
David Calkins          and Chief Executive
                       Officer


/s/ F. Kay Calkins     Director                  12/12/02
F. Kay Calkins


/s/ Susan Maher        Chief Operating Officer,  12/12/02
Susan Maher            President



                            PART III

                        INDEX TO EXHIBITS

 Number   Description

   4.1    The Company's Articles on Incorporation, which defines
          the rights of the holders of the equity securities
          being registered.  (Incorporated by reference to
          Exhibit 3.1 to Registration Statement on Form SB-2
          filed November 24, 1999).

   4.2    The Company's By-Laws, which define the rights of
          holders of the equity securities being registered.
          (Incoporated by reference to Exhibit 3.2 to
          Registration Statement on Form SB-2 filed on November
          24, 1999).

   5.1    Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
          herewith.)

  23.1    Consent of Peter C. Cosmas, CPAs.  (Filed herewith.)

  23.2    Consent of Counsel.  (Included in Exhibit 5.1.)
[{"type": "S-8", "sequence": "1", "filename": "pcels8.txt", "secsgml_size_bytes": 14774}]
{"company-data": {"conformed-name": "PACEL CORP", "cik": "0001044490", "assigned-sic": "7372", "irs-number": "541712558", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101810", "film-number": "02856047"}, "business-address": {"street1": "8870 RIXLEW LANE SUITE 201", "city": "MANASSAS", "state": "VA", "zip": "20109", "phone": "7032574759"}, "mail-address": {"street1": "8870 RIXLEW LANE SUITE 201", "city": "MANASSAS", "state": "VA", "zip": "20109"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                           Pacel Corp.
     (Exact name of registrant as specified in its charter)

    Virginia                         54-1712558
(State of Incorporation)        (I.R.S. Employer ID No.)

8870 Rixlew Lane, Suite 201, Manassas, VA              20109
(Address of Principal Executive Offices)           (Zip Code)

               Consulting and Legal Services Plan
                    (Full title of the Plan)

                           Pacel Corp.
                   8870 Rixlew Lane, Suite 201
                       Manassas, VA 20109
                          703-257-4759
       (Name, address and telephone of agent for service)

                         With a copy to:

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV 89107

                 Calculation of Registration Fee

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)
  Common     100,000,000    $0.0052      $520,000      $47.84
   Stock        Shares

(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  on
December 6, 2002.

                             Part I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on October 31, 2002. The Board has equated this number
of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.

The consulting services for which these shares are being issued
are not in connection with any offer of sale of securities in a
capital-raising transaction and does not directly or indirectly
promote or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             Part II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated  by reference into this Registration  Statement  are
the contents of the Company's Registration Statement on Form S-8,
and  the  Company's Annual Report on Form 10-KSB for  the  period
ended December 31, 2001, the Company's Quarterly Reports on  Form
10-QSB  for the periods ended March 31, 2002, June 30,  2002  and
September 30, 2002 and the Company's Current Report on Form  8-K,
filed  on June 26, 2002. All documents filed by the Company  with
the  Commission pursuant to Section 13(a), 13(c), 14 or 15(d)  of
the  Securities Exchange Act of 1934, as amended, after the  date
of  this  Registration Statement and prior to the termination  of
the offering shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date
of  filing of such Registration Statement and to be a part hereof
from  the  date  of  filing  of such  documents.   Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.  The Company will provide without  charge
to  each person to whom a copy of this Registration Statement  is
delivered, on the written or oral request of such person, a  copy
of  any or all of the documents referred to above which have been
or  may  be  incorporated  by reference  into  this  Registration
Statement,   other  than  certain  exhibits  to  such  documents.
Requests  for  such  copies  shall  be  directed  to  Shareholder
Relations, Pacel Corp., 8870 Rixlew Lane, Suite 201, Manassas, VA
20109, telephone (703) 257-4759.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

1.   The financial statements incorporated in this registration
statement by reference to the Company's Annual Report on Form 10-
KSB for the year ended December 31, 2001 have been incorporated
in reliance on the report of Peter C. Cosmas Co., CPAs on the
authority of that firm as experts in auditing and accounting. The
auditor named in this prospectus as having prepared or certified
any part of it was not employed on a contingency basis, or had,
or is to receive, in connection with the offering, an interest in
the Company or any of its parents or subsidiaries. Nor were they
connected with the Company or any of its parents or subsidiaries
as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.

2.   The legality of the shares of Common Stock offered hereby
has been passed upon for the Company by Chapman & Flanagan, Ltd.
A portion of the shares being registered herein are being issued
to the Registrant's attorneys in such law firm for services
provided to the Registrant.

Item 6. Indemnification of Directors and Officers.

Article 10 of the Virginia Stock Corporation Act provides, in
general, that Virginia corporations shall have the power, under
specified circumstances, to indemnify their directors, officers,
employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the right
of the corporation, by reason of the fact that they were or are
such directors, officers, employees or agents, against expenses
incurred in any such action, suit or proceeding. The Virginia
Stock Corporation Act also provides that Virginia corporations
may purchase insurance on behalf of any such director, officer,
employee or agent.

PACEL's Articles of Incorporation provide, in general, for
mandatory indemnification of its directors and officers
(including former directors and officers and persons serving at
the request of PACEL as directors and officers of another
corporation, partnership, joint venture, trust or other
enterprise) against liability incurred by them in proceedings by
third parties, or by or on behalf of PACEL, by reason of the fact
that such person is, or was, a director or officer of PACEL, or
is, or was, serving at the request of PACEL as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise. Such indemnity shall only be provided after
PACEL determines that the director or officer was not guilty of
gross negligence or willful misconduct.

In addition, PACEL's Articles of Incorporation provide that PACEL
may purchase insurance to cover any losses sustained as a result
of providing indemnification to the aforementioned persons.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 Number   Description

   4.1    The Company's Articles on Incorporation, which defines
          the rights of the holders of the equity securities
          being registered.  (Incorporated by reference to
          Exhibit 3.1 to Registration Statement on Form SB-2
          filed November 24, 1999).

   4.2    The Company's By-Laws, which define the rights of
          holders of the equity securities being registered.
          (Incoporated by reference to Exhibit 3.2 to
          Registration Statement on Form SB-2 filed on November
          24, 1999).

   5.1    Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
          herewith.)

  23.1    Consent of Peter C. Cosmas, CPAs.  (Filed herewith.)

  23.2    Consent of Counsel.  (Included in Exhibit 5.1.)

Item 9. Undertaking

The registrant makes the following undertakings:

     a)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 any facts or events which, individually
             or together, represent a fundamental change in the
             information 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;

       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
          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.

     b)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.

     c)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
       indemnification is permitted to directors, officers and
       controlling personas 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 the 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 of
       such corporation it is the opinion of the SEC that any
       such indemnification is against public policy.

                           SIGNATURES

The  Registrant. 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 authorize, in the City of Manassas, Virginia,  on
December 12, 2002.

(Registrant) Pacel Corp.

By (Signature and Title) /s/ David Calkins
                David Calkins, CEO

Pursuant to the requirements of the Securities Act of 1933,  this
registration  statement has been signed by the following  persons
in the capacities and on the date indicated.
      Signature                  Title                 Date

/s/ David Calkins      Chairman of the Board     12/12/02
David Calkins          and Chief Executive
                       Officer

/s/ F. Kay Calkins     Director                  12/12/02
F. Kay Calkins

/s/ Susan Maher        Chief Operating Officer,  12/12/02
Susan Maher            President

                            PART III

                        INDEX TO EXHIBITS

 Number   Description

   4.1    The Company's Articles on Incorporation, which defines
          the rights of the holders of the equity securities
          being registered.  (Incorporated by reference to
          Exhibit 3.1 to Registration Statement on Form SB-2
          filed November 24, 1999).

   4.2    The Company's By-Laws, which define the rights of
          holders of the equity securities being registered.
          (Incoporated by reference to Exhibit 3.2 to
          Registration Statement on Form SB-2 filed on November
          24, 1999).

   5.1    Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
          herewith.)

  23.1    Consent of Peter C. Cosmas, CPAs.  (Filed herewith.)

  23.2    Consent of Counsel.  (Included in Exhibit 5.1.)