AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001

                                                REGISTRATION NO. 33-____________





                     U.S. 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
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   54-1712558
                                (I.R.S. Employer
                               Identification No.)


                           8870 RIXLEW LANE, SUITE 201
                         MANASSAS, VIRGINIA  20109-3795
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                                David E. Calkins
                           8870 Rixlew Lane, Suite 201
                          Manassas, Virginia 20109-3795
                                 (703) 257-4759
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
<PAGE>
     CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>


<S>                      <C>           <C>                           <C>                        <C>
Title of Securities . .  Amount to be  Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  ------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value(2) . . . .    10,000,000  $                       0.01  $                 100,000  $           26.40
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.    10,000,000  $                       0.01  $                 100,000  $           26.40
</TABLE>



(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee pursuant to Rule 457(c) based on the closing price as reported
by  the  NASDAQ  Over-The-Counter  Bulletin  Board  on  July  11,  2001.

(2)     Represents  7,500,000  shares  of  Common  Stock  to  be  issued  to  a
consultant.  Also  Represents  2,500,000  shares  of Common Stock underlying the
exercise of options held by the consultant at $0.01 per share, exercisable until
November  1,  2001.


                                        2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning  the Agreement
between  Pacel  Corp.  ("Pacel" or "Registrant") and Reginal Steele DBA Sterling
Promotions  required  by Item 1 of Form S-8 under the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"), and the statement of availability of
registrant  information,  employee  benefit  plan  annual  reports  and  other
information required by Item 2 of Form S-8 will be sent or given to participants
as  specified  in Rule 428.  In accordance with Rule 428 and the requirements of
Part  I  of Form S-8, such documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as  part of this registration
statement  on  Form  S-8  (the  "Registration  Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424.  Pacel will maintain a file of such
documents  in  accordance  with the provisions of Rule 428.  Upon request, Pacel
shall  furnish  to  the  Commission  or its staff a copy or copies of all of the
documents  included  in  such  file.

                                        3
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Annual  Report for the fiscal year ended December 31,
2000  on  Form  10-KSB  filed  with  the  Commission  on  April  2,  2001.

(ii)     The  Registrant's Quarterly Report for the quarter ended March 31, 2001
on  Form  10-QSB  filed  with  the  Commission  on  May  15,  2001.

(iii)     All  other  reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 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  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Virginia and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  are  to  be issued for advisory services rendered.  These sales are
made  in  reliance  on  the  exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

                                        4
<PAGE>

ITEM  8.  EXHIBITS

3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
             (incorporated  by  reference).

3.2          Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1          Opinion  of  The  Lebrecht  Group,  APLC

10.1         Agreement between Pacel and Reginal Steele DBA Sterling Promotions
             dated  July  5, 2001.

23.1          Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2          Consent  of  Peter  C.  Cosmas  Co.,  Independent Certified Public
              Accountants.

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  of  1933;

(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; provided,
however,  that  paragraphs  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 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 Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.


(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

                                        5
<PAGE>

(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 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.

                                        6
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Manassas,  State  of Virginia, on July 12, 2001.

Pacel  Corp.

/s/  David  E.  Calkins
_________________________________
By:     David  E.  Calkins
Its:    President  &  CEO,
        Chairman  of  the  Board

     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  dates  indicated:


/s/  David  E.  Calkins
___________________________
By:     David  E.  Calkins
Its:    President  &  CEO,  Chairman  of  the Board
        (Principal  Executive  and  Financial  Officer)
        Dated     July 12, 2001


/s/  Corey  M.  LaCross
___________________________
By:     Corey M. LaCross
Its:    Director,Secretary  and  Treasurer
        Dated:  July  12,  2001


/s/   F.  Kay.  Calkins
_________________________________
By:     F.  Kay  Calkins
Its:    Director,  Secretary  and  Treasurer
Dated:  July  12,  2001


/s/  Keith  P.  Hicks
_________________________________
By:     Keith  P.  Hicks
Its:    Director
Dated:  July  12,  2001

                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 13278}]
{"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": "333-65166", "film-number": "1681520"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001

                                                REGISTRATION NO. 33-____________

                     U.S. 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
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   54-1712558
                                (I.R.S. Employer
                               Identification No.)

                           8870 RIXLEW LANE, SUITE 201
                         MANASSAS, VIRGINIA  20109-3795
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                                David E. Calkins
                           8870 Rixlew Lane, Suite 201
                          Manassas, Virginia 20109-3795
                                 (703) 257-4759
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
CALCULATION  OF  REGISTRATION  FEE
Title of Securities . .  Amount to be  Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  ------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value(2) . . . .    10,000,000  $                       0.01  $                 100,000  $           26.40
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.    10,000,000  $                       0.01  $                 100,000  $           26.40
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee pursuant to Rule 457(c) based on the closing price as reported
by  the  NASDAQ  Over-The-Counter  Bulletin  Board  on  July  11,  2001.

(2)     Represents  7,500,000  shares  of  Common  Stock  to  be  issued  to  a
consultant.  Also  Represents  2,500,000  shares  of Common Stock underlying the
exercise of options held by the consultant at $0.01 per share, exercisable until
November  1,  2001.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning  the Agreement
between  Pacel  Corp.  ("Pacel" or "Registrant") and Reginal Steele DBA Sterling
Promotions  required  by Item 1 of Form S-8 under the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"), and the statement of availability of
registrant  information,  employee  benefit  plan  annual  reports  and  other
information required by Item 2 of Form S-8 will be sent or given to participants
as  specified  in Rule 428.  In accordance with Rule 428 and the requirements of
Part  I  of Form S-8, such documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as  part of this registration
statement  on  Form  S-8  (the  "Registration  Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424.  Pacel will maintain a file of such
documents  in  accordance  with the provisions of Rule 428.  Upon request, Pacel
shall  furnish  to  the  Commission  or its staff a copy or copies of all of the
documents  included  in  such  file.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Annual  Report for the fiscal year ended December 31,
2000  on  Form  10-KSB  filed  with  the  Commission  on  April  2,  2001.

(ii)     The  Registrant's Quarterly Report for the quarter ended March 31, 2001
on  Form  10-QSB  filed  with  the  Commission  on  May  15,  2001.

(iii)     All  other  reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 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  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Virginia and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  are  to  be issued for advisory services rendered.  These sales are
made  in  reliance  on  the  exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

                                        4
ITEM  8.  EXHIBITS

3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
             (incorporated  by  reference).

3.2          Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1          Opinion  of  The  Lebrecht  Group,  APLC

10.1         Agreement between Pacel and Reginal Steele DBA Sterling Promotions
             dated  July  5, 2001.

23.1          Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2          Consent  of  Peter  C.  Cosmas  Co.,  Independent Certified Public
              Accountants.

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  of  1933;

(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; provided,
however,  that  paragraphs  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 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 Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

                                        5
(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 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.

                                        6
SIGNATURES

     Pursuant  to  the  requirements  of  the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Manassas,  State  of Virginia, on July 12, 2001.

Pacel  Corp.

/s/  David  E.  Calkins
_________________________________
By:     David  E.  Calkins
Its:    President  &  CEO,
        Chairman  of  the  Board

     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  dates  indicated:

/s/  David  E.  Calkins
___________________________
By:     David  E.  Calkins
Its:    President  &  CEO,  Chairman  of  the Board
        (Principal  Executive  and  Financial  Officer)
        Dated     July 12, 2001

/s/  Corey  M.  LaCross
___________________________
By:     Corey M. LaCross
Its:    Director,Secretary  and  Treasurer
        Dated:  July  12,  2001

/s/   F.  Kay.  Calkins
_________________________________
By:     F.  Kay  Calkins
Its:    Director,  Secretary  and  Treasurer
Dated:  July  12,  2001

/s/  Keith  P.  Hicks
_________________________________
By:     Keith  P.  Hicks
Its:    Director
Dated:  July  12,  2001

                                        7