As filed with the Securities and Exchange Commission on December 29, 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                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

           8870 Rixlew Lane, Suite 201, Manassas, Virginia 20109-3795
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                  CONSULTING AGREEMENT WITH WILLIAM R. WHEELER
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Martin L. Meyrowitz, P.C.
                            Michael R. Gartman, Esq.
                         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
--------------------------------------------------------------------------------
<S>                      <C>              <C>              <C>                <C>
                                          Proposed maximum Proposed maximum
                          Amount to be     offering price     aggregate         Amount of
  Title of securities      registered       per share(1)   offering price(1)  registration fee
     to be registered
  Common Stock, no par   2,000,000 shares     .0312           $64,000           $15.60
     value per share
======================== ================ ================ ================== =================
<FN>
(1)      Estimated solely for the purpose of calculating the  registration  fee.
         The shares  being  registered  hereby are being  registered  based upon
         .0312, the average high and low prices of PACEL Corp.'s common stock on
         December 26, 2000.
</FN>
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

         PACEL Corp. (the  "Company")  will provide the document  containing the
information  specified in Part I of the Form S-8 to the party to the  Consulting
Agreement  (the  "Plan")  with  the  Company  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
meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents previously or concurrently filed by the Company
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  Form 10-KSB for the fiscal year ended  December 31, 1999
         (File No. 001- 15647), filed with the SEC on May 11, 2000.

2.       The  Company's  Form 10-QSB for the period ended March 31, 2000,  filed
         with the SEC on May 15, 2000.

3.       The  Company's  Form 10-QSB for the period ended June 30,  2000,  filed
         with the SEC on August 11, 2000.

4.       The  Company's  Form 10-QSB for the period  ended  September  30, 2000,
         filed with the SEC on November 14, 2000.

5.       The  description  of  the  Company's  common  stock  contained  in  the
         Company's  registration  statement filed with the SEC on Form 8-A (File
         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

                                        1

<PAGE>



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 is qualified
in its entirety by the detailed  information,  including  financial  statements,
appearing in the documents incorporated herein or by reference.

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,  as amended  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

                                        2

<PAGE>



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,  as amended,
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 Exhibit Index to this Registration Statement.

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;  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

                                                         3

<PAGE>



                  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
         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.


                                        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 December
29, 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
(Principal Executive and Financial Officer)

Date: December 29, 2000                        Date: December  29, 2000

/s/ Keith P. Hicks                             /s/ Corey M. LaCross
-------------------------------------------    ---------------------------------
Keith P. Hicks, Director                       Corey M. LaCross, Director

Date: December 29, 2000                         Date: December  29, 2000

/s/ Lyndon Thompson
-------------------------------------------
Lyndon Thompson, Accounting Manager
(Principal Accounting Officer)

Date: December 29, 2000

                                        5

<PAGE>




                                 EXHIBITS INDEX


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


            4.1              Registrant's  Articles of  Incorporation,  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,  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., CPA

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

             24              Power of Attorney (included in signature pages).

             99              Consulting Agreement


                                        6
[{"type": "S-8", "sequence": "1", "filename": "s8main.txt", "secsgml_size_bytes": 19383}]
{"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": "333-52936", "film-number": "798257"}, "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 December 29, 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                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

           8870 Rixlew Lane, Suite 201, Manassas, Virginia 20109-3795
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                  CONSULTING AGREEMENT WITH WILLIAM R. WHEELER
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Martin L. Meyrowitz, P.C.
                            Michael R. Gartman, Esq.
                         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      registered       per share(1)   offering price(1)  registration fee
     to be registered
  Common Stock, no par   2,000,000 shares     .0312           $64,000           $15.60
     value per share
======================== ================ ================ ================== =================
(1)      Estimated solely for the purpose of calculating the  registration  fee.
         The shares  being  registered  hereby are being  registered  based upon
         .0312, the average high and low prices of PACEL Corp.'s common stock on
         December 26, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

         PACEL Corp. (the  "Company")  will provide the document  containing the
information  specified in Part I of the Form S-8 to the party to the  Consulting
Agreement  (the  "Plan")  with  the  Company  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
meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents previously or concurrently filed by the Company
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  Form 10-KSB for the fiscal year ended  December 31, 1999
         (File No. 001- 15647), filed with the SEC on May 11, 2000.

2.       The  Company's  Form 10-QSB for the period ended March 31, 2000,  filed
         with the SEC on May 15, 2000.

3.       The  Company's  Form 10-QSB for the period ended June 30,  2000,  filed
         with the SEC on August 11, 2000.

4.       The  Company's  Form 10-QSB for the period  ended  September  30, 2000,
         filed with the SEC on November 14, 2000.

5.       The  description  of  the  Company's  common  stock  contained  in  the
         Company's  registration  statement filed with the SEC on Form 8-A (File
         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

                                        1
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 is qualified
in its entirety by the detailed  information,  including  financial  statements,
appearing in the documents incorporated herein or by reference.

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,  as amended  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

                                        2
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,  as amended,
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 Exhibit Index to this Registration Statement.

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;  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

                                                         3
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
         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.

                                        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 December
29, 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
(Principal Executive and Financial Officer)

Date: December 29, 2000                        Date: December  29, 2000

/s/ Keith P. Hicks                             /s/ Corey M. LaCross
-------------------------------------------    ---------------------------------
Keith P. Hicks, Director                       Corey M. LaCross, Director

Date: December 29, 2000                         Date: December  29, 2000

/s/ Lyndon Thompson
-------------------------------------------
Lyndon Thompson, Accounting Manager
(Principal Accounting Officer)

Date: December 29, 2000

                                        5
EXHIBITS INDEX

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

            4.1              Registrant's  Articles of  Incorporation,  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,  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., CPA

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

             24              Power of Attorney (included in signature pages).

             99              Consulting Agreement

                                        6