As filed with the Securities and Exchange Commission on March 7, 2000
                                                   Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        UNDER THE SECURITIES ACT OF 1933

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

                                   PACEL CORP.
             (Exact name of registrant as specified in its charter)


           VIRGINIA                                   54-1712558
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                   Identification No.)

8870 RIXLEW LANE, SUITE 201, MANASSAS, VIRGINIA          20109-3795
   (Address of principal executive offices)              (Zip Code)

                                   PACEL CORP.
                       KEY EMPLOYEES INCENTIVE STOCK PLAN
                            (Full title of the plan)

                            MARTIN L. MEYROWITZ, P.C.
                             MICHAEL S. SADOW, P.C.
                         SILVER, FREEDMAN & TAFF, L.L.P.
      (a limited liability partnership including professional corporations)
                             7Th Floor - East Tower
                            1100 New York Avenue, Nw
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                             Proposed maximum   Proposed maximum
                                             Amount to be     offering price       aggregate            Amount of
  Title of securities to be registered      registered(1)       per share        offering price     registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                      <C>           <C>                    <C>
Common Stock, no par value per share       250,000 shares           (2)           $81,523.44(2)          $21.53(2)
====================================================================================================================
</TABLE>

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

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events  specified in the plans, may become subject to the Pacel
         Corp. Key Employees Incentive Stock Plan.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the   registration   fee.  Of  the  250,000  shares  being
         registered  hereby:  (i) 75,000  shares were  exercised  at an exercise
         price of $0.20 per share  ($15,000.00  in the  aggregate);  (ii) 37,500
         shares are subject to options with an exercise price of $0.25 per share
         ($9,375.00  in the  aggregate);  (iii)  50,000  shares  are  subject to
         options with an exercise  price of $0.35 per share  ($17,500.00  in the
         aggregate);  and (iv) 87,500 shares which have not been awarded to date
         are being  registered  based upon the  average of the  closing  bid and
         asked   prices  per  share  of  the  common  stock  as  traded  on  the
         Over-the-Counter  Electronic  Bulletin  Board of $0.453125 per share on
         March 1, 2000 ($39,648.44 in the aggregate)
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The document  containing the  information  specified in Part I of the
Form S-8 will be sent or given to  participants in the PACEL Corp. Key Employees
Incentive Stock Plan (the "Plan") as specified by Rule 428(b)(1)  promulgated by
the Securities and Exchange Commission ("SEC") under the Securities Act of 1933,
as amended (the "Securities Act").

         Such document is not being filed with the SEC, but  constitutes  (along
with the documents  incorporated  by reference into the  registration  statement
pursuant to Item 3 of Part II of this registration statement), a prospectus that
meet the requirements of Section 10(a) of the Securities Act.

























                                       I-2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents previously or concurrently filed by PACEL Corp.
(the  "Company" or the  "Registrant")  with the SEC are hereby  incorporated  by
reference  in this  registration  statement  and the  prospectus  to which  this
registration statement relates:

1.       The Company's  effective  registration  statement filed with the SEC on
         Form SB-2 (Registration No. 333-91611) containing the Company's audited
         financial statements for the latest fiscal year.

2.       The  description of the Company common stock contained in the Company's
         registration statement filed with the SEC on Form 8-A (Registration No.
         000-29459  (and any  amendments  or  reports  filed for the  purpose of
         updating the description).

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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  incorporated  by reference into this  registration  statement and the
prospectus  to be a part hereof and thereof  from the date of the filing of such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this registration  statement and the prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
prospectus.

         The  Company  shall  furnish  without  charge to each  person to whom a
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to: David
E.  Calkins,  President,  PACEL Corp.,  8870 Rixlew Lane,  Suite 201,  Manassas,
Virginia 20109-3795, telephone number (703) 257-4759.

         All  information  appearing  in  this  registration  statement  and the
prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.



                                      II-1

<PAGE>



Item 4.   Description of Securities.
          --------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

          Not applicable.

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.

         The  Company'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 the Company 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 the  Company,  by reason of the fact that such
person is, or was, a director or officer of the Company,  or is, or was, serving
at the request of the  Company as a director or officer of another  corporation,
partnership, joint venture, trust or other enterprise. Such indemnity shall only
be provided  after the Company  determines  that the director or officer was not
guilty of gross negligence or willful misconduct.

         In addition,  the Company's Articles of Incorporation  provide that the
Company 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.
          ---------

          See the Exhibits Index to this Registration Statement.

Item 9.   Undertakings.
          -------------

(a)       The undersigned Registrant hereby undertakes:


                                      II-2

<PAGE>



         (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;  notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed with the SEC pursuant to Rule 424(b) if,
                  in the aggregate, the changes in volume and price represent no
                  more than a 20% change in the maximum aggregate offering price
                  set forth in the  "Calculation of  Registration  Fee" table in
                  the effective 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 clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed  with  or  furnished  to  the  Securities  and  Exchange
                  Commission by the Registrant pursuant to Section 13 or Section
                  15(d) of the  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.

         (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 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

                                      II-3

<PAGE>



         SEC such  indemnification  is against public policy as expressed in the
         Securities Act of 1933 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 of expenses
         incurred or paid by a director,  officer or  controlling  person 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 of 1933 and will be governed by the final  adjudication
         of such issue.
















                                      II-4

<PAGE>



                                   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 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,  Commonwealth of Virginia,  on March 2,
2000.

                                          PACEL CORP.


                                 By: /s/ David E. Calkins
                                     -------------------------------------------
                                     David E. Calkins
                                     Chairman of the Board, President and CEO
                                     (DULY AUTHORIZED REPRESENTATIVE)

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints David E. Calkins and F. Kay Calkins,  and
each of them, his or her true and lawful  attorney-in-fact  and agent, with full
power  of  substitution  and  re-substitution,  for him or her and in his or her
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 all other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-facts and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and  purposes  as he or she might or could do in person,  hereby  ratifying  and
confirming  all  said  attorney-in-facts  and  agents  or their  substitutes  or
substitute 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 below by the  following  persons in the
capacities and on the dates indicated.


/s/ David E. Calkins                      /s/ F. Kay Calkins
----------------------------------------  --------------------------------------
David E. Calkins                          F. Kay Calkins,
Chairman of the Board, President and CEO  Director, Secretary and Treasurer
 and CEO
(PRINCIPAL EXECUTIVE AND
 FINANCIAL OFFICER)

Date: March 2, 2000                       Date: March 2, 2000


/s/ Keith P. Hicks                        /s/ James D. Willett
----------------------------------------  --------------------------------------
Keith P. Hicks, Director                  James D. Willett, Ph.D., Director

Date: March 2, 2000                       Date: March 2, 2000


/s/ Thomas Southerly                      /s/ Jeanette N. Taylor
----------------------------------------  --------------------------------------
Thomas Southerly, Director                Jeanette N. Taylor, Accounting Manager
                                          (PRINCIPAL ACCOUNTING OFFICER)

Date: March 2, 2000                       Date: March 2, 2000

                                      II-5

<PAGE>




                                 EXHIBITS INDEX


Exhibit
Number                                    Description of Exhibits
--------------------------------------------------------------------------------


  4.1           Registrant's  Articles of  Incorporation as currently in effect,
                filed as Exhibit 3.1 to the Registrant's  Registration Statement
                filed with the SEC on Form SB-2 (Registration Number 333-91611),
                is hereby incorporated by reference.

  4.2           Registrant's Bylaws as currently in effect, filed as Exhibit 3.3
                to the Registrant's Registration Statement filed with the SEC on
                Form  SB-2   (Registration   Number   333-91611),   are   hereby
                incorporated by reference.

  4.3           Registrant's  Specimen Stock Certificate,  filed as Exhibit 4 to
                the  Registrant's  Registration  Statement filed with the SEC on
                Form   SB-2   (Registration   Number   333-91611),   is   hereby
                incorporated by reference.

  5             Opinion of Silver, Freedman & Taff, L.L.P.

  23.1          Consent of Peter C. Cosmas Co., Independent Accountants

  23.2          Consent of Silver,  Freedman & Taff, L.L.P. (included in Exhibit
                5).

  24            Power of Attorney (included in signature pages).

  99.1          PACEL Corp. Key Employees Incentive Stock Plan, filed as Exhibit
                10.2 to the Registrant's  Registration  Statement filed with the
                SEC on Form  SB-2  (Registration  Number  333-91611),  is hereby
                incorporated by reference.






                                      II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20599}]
{"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": "333-31876", "film-number": "562343"}, "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 March 7, 2000
                                                   Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        UNDER THE SECURITIES ACT OF 1933

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

                                   PACEL CORP.
             (Exact name of registrant as specified in its charter)

           VIRGINIA                                   54-1712558
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                   Identification No.)

8870 RIXLEW LANE, SUITE 201, MANASSAS, VIRGINIA          20109-3795
   (Address of principal executive offices)              (Zip Code)

                                   PACEL CORP.
                       KEY EMPLOYEES INCENTIVE STOCK PLAN
                            (Full title of the plan)

                            MARTIN L. MEYROWITZ, P.C.
                             MICHAEL S. SADOW, P.C.
                         SILVER, FREEDMAN & TAFF, L.L.P.
      (a limited liability partnership including professional corporations)
                             7Th Floor - East Tower
                            1100 New York Avenue, Nw
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                             Proposed maximum   Proposed maximum
                                             Amount to be     offering price       aggregate            Amount of
  Title of securities to be registered      registered(1)       per share        offering price     registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share       250,000 shares           (2)           $81,523.44(2)          $21.53(2)
====================================================================================================================
-------------------------------

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events  specified in the plans, may become subject to the Pacel
         Corp. Key Employees Incentive Stock Plan.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the   registration   fee.  Of  the  250,000  shares  being
         registered  hereby:  (i) 75,000  shares were  exercised  at an exercise
         price of $0.20 per share  ($15,000.00  in the  aggregate);  (ii) 37,500
         shares are subject to options with an exercise price of $0.25 per share
         ($9,375.00  in the  aggregate);  (iii)  50,000  shares  are  subject to
         options with an exercise  price of $0.35 per share  ($17,500.00  in the
         aggregate);  and (iv) 87,500 shares which have not been awarded to date
         are being  registered  based upon the  average of the  closing  bid and
         asked   prices  per  share  of  the  common  stock  as  traded  on  the
         Over-the-Counter  Electronic  Bulletin  Board of $0.453125 per share on
         March 1, 2000 ($39,648.44 in the aggregate)
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The document  containing the  information  specified in Part I of the
Form S-8 will be sent or given to  participants in the PACEL Corp. Key Employees
Incentive Stock Plan (the "Plan") as specified by Rule 428(b)(1)  promulgated by
the Securities and Exchange Commission ("SEC") under the Securities Act of 1933,
as amended (the "Securities Act").

         Such document is not being filed with the SEC, but  constitutes  (along
with the documents  incorporated  by reference into the  registration  statement
pursuant to Item 3 of Part II of this registration statement), a prospectus that
meet the requirements of Section 10(a) of the Securities Act.

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents previously or concurrently filed by PACEL Corp.
(the  "Company" or the  "Registrant")  with the SEC are hereby  incorporated  by
reference  in this  registration  statement  and the  prospectus  to which  this
registration statement relates:

1.       The Company's  effective  registration  statement filed with the SEC on
         Form SB-2 (Registration No. 333-91611) containing the Company's audited
         financial statements for the latest fiscal year.

2.       The  description of the Company common stock contained in the Company's
         registration statement filed with the SEC on Form 8-A (Registration No.
         000-29459  (and any  amendments  or  reports  filed for the  purpose of
         updating the description).

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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  incorporated  by reference into this  registration  statement and the
prospectus  to be a part hereof and thereof  from the date of the filing of such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this registration  statement and the prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
prospectus.

         The  Company  shall  furnish  without  charge to each  person to whom a
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to: David
E.  Calkins,  President,  PACEL Corp.,  8870 Rixlew Lane,  Suite 201,  Manassas,
Virginia 20109-3795, telephone number (703) 257-4759.

         All  information  appearing  in  this  registration  statement  and the
prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                      II-1
Item 4.   Description of Securities.
          --------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

          Not applicable.

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.

         The  Company'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 the Company 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 the  Company,  by reason of the fact that such
person is, or was, a director or officer of the Company,  or is, or was, serving
at the request of the  Company as a director or officer of another  corporation,
partnership, joint venture, trust or other enterprise. Such indemnity shall only
be provided  after the Company  determines  that the director or officer was not
guilty of gross negligence or willful misconduct.

         In addition,  the Company's Articles of Incorporation  provide that the
Company 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.
          ---------

          See the Exhibits Index to this Registration Statement.

Item 9.   Undertakings.
          -------------

(a)       The undersigned Registrant hereby undertakes:

                                      II-2
(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;  notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed with the SEC pursuant to Rule 424(b) if,
                  in the aggregate, the changes in volume and price represent no
                  more than a 20% change in the maximum aggregate offering price
                  set forth in the  "Calculation of  Registration  Fee" table in
                  the effective 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 clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed  with  or  furnished  to  the  Securities  and  Exchange
                  Commission by the Registrant pursuant to Section 13 or Section
                  15(d) of the  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.

         (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 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

                                      II-3
SEC such  indemnification  is against public policy as expressed in the
         Securities Act of 1933 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 of expenses
         incurred or paid by a director,  officer or  controlling  person 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 of 1933 and will be governed by the final  adjudication
         of such issue.

                                      II-4
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 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,  Commonwealth of Virginia,  on March 2,
2000.

                                          PACEL CORP.

                                 By: /s/ David E. Calkins
                                     -------------------------------------------
                                     David E. Calkins
                                     Chairman of the Board, President and CEO
                                     (DULY AUTHORIZED REPRESENTATIVE)

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints David E. Calkins and F. Kay Calkins,  and
each of them, his or her true and lawful  attorney-in-fact  and agent, with full
power  of  substitution  and  re-substitution,  for him or her and in his or her
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 all other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-facts and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and  purposes  as he or she might or could do in person,  hereby  ratifying  and
confirming  all  said  attorney-in-facts  and  agents  or their  substitutes  or
substitute 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 below by the  following  persons in the
capacities and on the dates indicated.

/s/ David E. Calkins                      /s/ F. Kay Calkins
----------------------------------------  --------------------------------------
David E. Calkins                          F. Kay Calkins,
Chairman of the Board, President and CEO  Director, Secretary and Treasurer
 and CEO
(PRINCIPAL EXECUTIVE AND
 FINANCIAL OFFICER)

Date: March 2, 2000                       Date: March 2, 2000

/s/ Keith P. Hicks                        /s/ James D. Willett
----------------------------------------  --------------------------------------
Keith P. Hicks, Director                  James D. Willett, Ph.D., Director

Date: March 2, 2000                       Date: March 2, 2000

/s/ Thomas Southerly                      /s/ Jeanette N. Taylor
----------------------------------------  --------------------------------------
Thomas Southerly, Director                Jeanette N. Taylor, Accounting Manager
                                          (PRINCIPAL ACCOUNTING OFFICER)

Date: March 2, 2000                       Date: March 2, 2000

                                      II-5
EXHIBITS INDEX

Exhibit
Number                                    Description of Exhibits
--------------------------------------------------------------------------------

  4.1           Registrant's  Articles of  Incorporation as currently in effect,
                filed as Exhibit 3.1 to the Registrant's  Registration Statement
                filed with the SEC on Form SB-2 (Registration Number 333-91611),
                is hereby incorporated by reference.

  4.2           Registrant's Bylaws as currently in effect, filed as Exhibit 3.3
                to the Registrant's Registration Statement filed with the SEC on
                Form  SB-2   (Registration   Number   333-91611),   are   hereby
                incorporated by reference.

  4.3           Registrant's  Specimen Stock Certificate,  filed as Exhibit 4 to
                the  Registrant's  Registration  Statement filed with the SEC on
                Form   SB-2   (Registration   Number   333-91611),   is   hereby
                incorporated by reference.

  5             Opinion of Silver, Freedman & Taff, L.L.P.

  23.1          Consent of Peter C. Cosmas Co., Independent Accountants

  23.2          Consent of Silver,  Freedman & Taff, L.L.P. (included in Exhibit
                5).

  24            Power of Attorney (included in signature pages).

  99.1          PACEL Corp. Key Employees Incentive Stock Plan, filed as Exhibit
                10.2 to the Registrant's  Registration  Statement filed with the
                SEC on Form  SB-2  (Registration  Number  333-91611),  is hereby
                incorporated by reference.

                                      II-6