As filed with the Securities and Exchange Commission on June 27, 2000
                                                  Registration No. 333-_________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                       UNITED SHIPPING & TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

               UTAH                                   87-0355929
  (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                       9850 - 51ST AVENUE NORTH, SUITE 110
                          MINNEAPOLIS, MINNESOTA 55442
          (Address, Including Zip Code of Principal Executive offices)

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

                       UNITED SHIPPING & TECHNOLOGY, INC.
                             2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 PETER C. LYTLE
                       9850 - 51st Avenue North, Suite 110
                              Minneapolis, MN 55442
                     (Name and address of agent for service)
                                 (612) 941-4080
          (Telephone number, including area code, of agent for service)
                                   COPIES TO:
                            THOMAS F. STEICHEN, ESQ.
                   Briggs and Morgan, Professional Association
                                 2400 IDS Center
                          Minneapolis, Minnesota 55402
                                 (612) 334-8400


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
                                                                        PROPOSED MAXIMUM    PROPOSED MAXIMUM    AMOUNT OF
                                                       AMOUNT TO BE    OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED    REGISTERED (1)        SHARE (2)             PRICE          FEE (3)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                     <C>               <C>                <C>
Common Stock, par value
     $.004 per share).........................       3,000,000 shares        $9.125            $23,375,000        $6,171
============================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the United Shipping & Technology,
     Inc. 2000 Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of outstanding
     shares of Common Stock.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low sales prices for such stock as reported by the Nasdaq SmallCap
     Market on June 23, 2000.
================================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         We incorporate herein by reference the following documents or portions
of documents, as of their respective dates as filed with the Securities and
Exchange Commission:

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can inspect and copy the registration
statement as well as reports, proxy statements and other information we have
filed with the SEC at the public reference room maintained by the SEC in
Washington, D.C., New York, New York and Chicago, Illinois. You can call the SEC
at 1-800-732-0330 for further information about the public reference rooms. We
are also required to file electronic versions of these documents with the SEC,
which may be accessed through the SEC's Web Site at "http://www.sec.gov."

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to the documents we file with the SEC. The information
incorporated by reference is considered to be part of this registration
statement. Information that we file later with the SEC will automatically update
and supersede this information. We incorporate herein by reference the following
documents or portions of documents, as of their respective dates as filed with
the SEC:

         *        Annual Report on Form 10-KSB for the year ended June 30, 1999;

         *        Quarterly Reports on Form 10-QSB for the quarters ended
                  October 2, 1999, January 1, 2000 and April 1, 2000;

         *        Definitive Schedule 14A (Proxy Statement) filed with the
                  Commission on May 8, 2000;

         *        Description of our common stock contained in our Registration
                  Statement on Form SB-2 (No. 333-01652C) filed on May 29, 1996
                  (as amended); and

         *        Current Reports on Form 8-K filed on October 8, 1999 (as
                  amended on December 8, 1999), November 12, 1999, November 12,
                  1999 and June 2, 2000.

         All reports and other documents that we subsequently filed pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Unless prohibited in a corporation's articles, Utah Statutes Section
16-10a-903 requires indemnification of directors against reasonable expenses
(including attorneys' fees) incurred by such person in connection with the
successful defense of any proceeding to which he or she was a party because he
or she is or was a director of a Utah corporation. Further, Utah Statutes
Section 16-10a-907 requires indemnification for officers to the same extent as
directors, provides that a corporation may also indemnify employees and agents,
and provides that a corporation may indemnify all of such persons to a greater
extent than is statutorily required. Article IV of the Company's Amended and
Restated Articles of Incorporation provide that the Company shall indemnify
officers and directors against any and all expenses arising out of any suit or
proceeding to which they are a party because of their serving the Company as
such, except in relation to matters as to which any officer or director is
adjudged liable for his or her own negligence or misconduct in the performance
of his or her duty. The Company's Bylaws also provide for certain
indemnification of directors,


                                      II-1
<PAGE>


officers, employees and agents, past or present, of the Company, and persons
serving as such of another corporation or entity at the request of the Company.

ITEM 8. EXHIBITS.

Number           Description
------           -----------

5.1              Opinion of Kenneth D. Zigrino, Esq.

23.1             Independent Auditor's Consent.

23.2             Consent of Independent Accountants.

23.3             Consent of Kenneth D. Zigrino, Esq. (included in Exhibit 5.1).

24.1             Powers of Attorney (included on Signature Page).

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; and (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, 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.

         (4) 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 15(d) of the Exchange Act 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.


         (b) 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 SEC 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.


                                      II-2
<PAGE>


                                   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 Minneapolis, State of Minnesota, on the 27th day of
June, 2000.

                                      UNITED SHIPPING & TECHNOLOGY, INC.


                                      By   /s/ Peter C. Lytle
                                        ----------------------------------------
                                           Peter C. Lytle
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter C. Lytle and Kenneth D. Zigrino, or
either of them (with full power to act alone), as his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or 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 their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         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.

/s/ Peter C. Lytle        President, Chief Executive Officer and   June 27, 2000
------------------------  Director (Principal Executive Officer)
Peter C. Lytle

/s/ Timothy G. Becker     Chief Financial Officer and Director     June 27, 2000
------------------------  (Principal Accounting and Financial
Timothy G. Becker         Officer)

/s/ Marlin Rudebusch      Director                                 June 27, 2000
------------------------
Marlin Rudebusch

/s/ Susan M. Clemens      Director                                 June 27, 2000
------------------------
Susan M. Clemens

/s/ Ronald G. Olson       Director                                 June 27, 2000
------------------------
Ronald G. Olson

/s/ James A. Bartholomew  Director                                 June 27, 2000
------------------------
James A. Bartholomew

/s/ Marshall T. Masko     Director                                 June 27, 2000
------------------------
Marshall T. Masko

/s/ Peter W. Kooman       Director                                 June 27, 2000
------------------------
Peter W. Kooman


                                      II-3
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number            Description
------            -----------

5.1               Opinion of Kenneth D. Zigrino, Esq.

23.1              Independent Auditor's Consent.

23.2              Consent of Independent Accountants.

23.3              Consent of Kenneth D. Zigrino, Esq.(included in Exhibit 5.1).

24.1              Powers of Attorney (included on Signature Page).


                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 15134}]
{"company-data": {"conformed-name": "UNITED SHIPPING & TECHNOLOGY INC", "cik": "0001002902", "assigned-sic": "4513", "irs-number": "411823559", "state-of-incorporation": "UT", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40230", "film-number": "661965"}, "business-address": {"street1": "9850 51ST AVE N", "street2": "STE 110", "city": "MINNEAPLOLIS", "state": "MN", "zip": "55442", "phone": "6129414080"}, "mail-address": {"street1": "5583 WEST 78TH ST", "city": "EDINA", "state": "MN", "zip": "55439"}, "former-company": {"former-conformed-name": "U SHIP INC", "date-changed": "19960313"}}
As filed with the Securities and Exchange Commission on June 27, 2000
                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                       UNITED SHIPPING & TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

               UTAH                                   87-0355929
  (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                       9850 - 51ST AVENUE NORTH, SUITE 110
                          MINNEAPOLIS, MINNESOTA 55442
          (Address, Including Zip Code of Principal Executive offices)

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

                       UNITED SHIPPING & TECHNOLOGY, INC.
                             2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 PETER C. LYTLE
                       9850 - 51st Avenue North, Suite 110
                              Minneapolis, MN 55442
                     (Name and address of agent for service)
                                 (612) 941-4080
          (Telephone number, including area code, of agent for service)
                                   COPIES TO:
                            THOMAS F. STEICHEN, ESQ.
                   Briggs and Morgan, Professional Association
                                 2400 IDS Center
                          Minneapolis, Minnesota 55402
                                 (612) 334-8400

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                        PROPOSED MAXIMUM    PROPOSED MAXIMUM    AMOUNT OF
                                                       AMOUNT TO BE    OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED    REGISTERED (1)        SHARE (2)             PRICE          FEE (3)
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
     $.004 per share).........................       3,000,000 shares        $9.125            $23,375,000        $6,171
============================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the United Shipping & Technology,
     Inc. 2000 Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of outstanding
     shares of Common Stock.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low sales prices for such stock as reported by the Nasdaq SmallCap
     Market on June 23, 2000.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         We incorporate herein by reference the following documents or portions
of documents, as of their respective dates as filed with the Securities and
Exchange Commission:

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can inspect and copy the registration
statement as well as reports, proxy statements and other information we have
filed with the SEC at the public reference room maintained by the SEC in
Washington, D.C., New York, New York and Chicago, Illinois. You can call the SEC
at 1-800-732-0330 for further information about the public reference rooms. We
are also required to file electronic versions of these documents with the SEC,
which may be accessed through the SEC's Web Site at "http://www.sec.gov."

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to the documents we file with the SEC. The information
incorporated by reference is considered to be part of this registration
statement. Information that we file later with the SEC will automatically update
and supersede this information. We incorporate herein by reference the following
documents or portions of documents, as of their respective dates as filed with
the SEC:

         *        Annual Report on Form 10-KSB for the year ended June 30, 1999;

         *        Quarterly Reports on Form 10-QSB for the quarters ended
                  October 2, 1999, January 1, 2000 and April 1, 2000;

         *        Definitive Schedule 14A (Proxy Statement) filed with the
                  Commission on May 8, 2000;

         *        Description of our common stock contained in our Registration
                  Statement on Form SB-2 (No. 333-01652C) filed on May 29, 1996
                  (as amended); and

         *        Current Reports on Form 8-K filed on October 8, 1999 (as
                  amended on December 8, 1999), November 12, 1999, November 12,
                  1999 and June 2, 2000.

         All reports and other documents that we subsequently filed pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Unless prohibited in a corporation's articles, Utah Statutes Section
16-10a-903 requires indemnification of directors against reasonable expenses
(including attorneys' fees) incurred by such person in connection with the
successful defense of any proceeding to which he or she was a party because he
or she is or was a director of a Utah corporation. Further, Utah Statutes
Section 16-10a-907 requires indemnification for officers to the same extent as
directors, provides that a corporation may also indemnify employees and agents,
and provides that a corporation may indemnify all of such persons to a greater
extent than is statutorily required. Article IV of the Company's Amended and
Restated Articles of Incorporation provide that the Company shall indemnify
officers and directors against any and all expenses arising out of any suit or
proceeding to which they are a party because of their serving the Company as
such, except in relation to matters as to which any officer or director is
adjudged liable for his or her own negligence or misconduct in the performance
of his or her duty. The Company's Bylaws also provide for certain
indemnification of directors,

                                      II-1
officers, employees and agents, past or present, of the Company, and persons
serving as such of another corporation or entity at the request of the Company.

ITEM 8. EXHIBITS.

Number           Description
------           -----------

5.1              Opinion of Kenneth D. Zigrino, Esq.

23.1             Independent Auditor's Consent.

23.2             Consent of Independent Accountants.

23.3             Consent of Kenneth D. Zigrino, Esq. (included in Exhibit 5.1).

24.1             Powers of Attorney (included on Signature Page).

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; and (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, 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.

         (4) 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 15(d) of the Exchange Act 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.

         (b) 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 SEC 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.

                                      II-2
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 Minneapolis, State of Minnesota, on the 27th day of
June, 2000.

                                      UNITED SHIPPING & TECHNOLOGY, INC.

                                      By   /s/ Peter C. Lytle
                                        ----------------------------------------
                                           Peter C. Lytle
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter C. Lytle and Kenneth D. Zigrino, or
either of them (with full power to act alone), as his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or 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 their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         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.

/s/ Peter C. Lytle        President, Chief Executive Officer and   June 27, 2000
------------------------  Director (Principal Executive Officer)
Peter C. Lytle

/s/ Timothy G. Becker     Chief Financial Officer and Director     June 27, 2000
------------------------  (Principal Accounting and Financial
Timothy G. Becker         Officer)

/s/ Marlin Rudebusch      Director                                 June 27, 2000
------------------------
Marlin Rudebusch

/s/ Susan M. Clemens      Director                                 June 27, 2000
------------------------
Susan M. Clemens

/s/ Ronald G. Olson       Director                                 June 27, 2000
------------------------
Ronald G. Olson

/s/ James A. Bartholomew  Director                                 June 27, 2000
------------------------
James A. Bartholomew

/s/ Marshall T. Masko     Director                                 June 27, 2000
------------------------
Marshall T. Masko

/s/ Peter W. Kooman       Director                                 June 27, 2000
------------------------
Peter W. Kooman

                                      II-3
EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

5.1               Opinion of Kenneth D. Zigrino, Esq.

23.1              Independent Auditor's Consent.

23.2              Consent of Independent Accountants.

23.3              Consent of Kenneth D. Zigrino, Esq.(included in Exhibit 5.1).

24.1              Powers of Attorney (included on Signature Page).

                                      II-4