<PAGE>

     As filed with the Securities and Exchange Commission on April 5, 2000
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                          UNITED PARCEL SERVICE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

<TABLE>
<S>                                                                               <C>
            Delaware                                                                   58-2480149
 (State or Other Jurisdiction of                                                    (I.R.S. Employer
  Incorporation or Organization)                                                   Identification No.)


       55 Glenlake Parkway, N.E.                                                        30328
          Atlanta, Georgia                                                            (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
                               -----------------




     United Parcel Service, Inc. Nonqualified Employee Stock Purchase Plan
                            (Full Title of the Plan)

                            Joseph R. Moderow, Esq.
                          United Parcel Service, Inc.
                           55 Glenlake Parkway, N.E.
                             Atlanta, Georgia 30328
                    (Name and address of agent for service)

                                 (404) 828-6000
         (Telephone Number, Including Area Code, of Agent For Service)

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


                                  COPIES TO:

                             Andrew M. Tebbe, Esq.
                                King & Spalding
                             191 Peachtree Street
                            Atlanta, Georgia 30303
                                (404) 572-4600

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

    Title Of Each Class                                     Proposed Maximum      Proposed Maximum        Amount Of
      Of Securities To               Amount To Be            Offering Price          Aggregate          Registration
       Be Registered                  Registered              Per Share(1)       Offering Price(1)           Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                   <C>                   <C>
 Class A-1 Common Stock,
 $.01 par value per share...           40,000,000             $    10.43            $417,200,000         $   110,141
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
    amended, solely for the purpose of calculating the registration fee, on the
    basis of the book value of the Registrant's Class A-1 Common Stock as of
    February 29, 2000.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


  The documents containing the information specified in Part I will be sent or
given to employees and/or directors of United Parcel Service, Inc. (the
"Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by 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 filed with the Commission are incorporated herein by
reference:

 .  the Company's Annual Report on Form 10-K for the year ended December 31,
   1999;

 .  the Company's Current Report on Form 8-K, dated February 23, 2000; and

 .  the description of United Parcel Service of America, Inc.'s common stock,
   $.10 par value per share, contained in Item 14 of its Registration Statement
   on Form 8-A, filed with the Commission in April 1970, as updated by Item 5 of
   its Annual Report on Form 10-K for the year ended December 31, 1998, and as
   modified by the description of the Class A-1 common stock contained in the
   Company's Registration Statement on Form S-4 (No. 333-83349). The Company
   succeeded to the Exchange Act registration of United Parcel Service of
   America, Inc. pursuant to Rule 12g-3 under the Exchange Act.

  In addition, any and all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of the offering of the
shares of common stock offered hereby shall, to the extent required by law, be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof.
<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.

     Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with certain specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of an action,
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. Section 145 of the Delaware General Corporation
Law also provides that the rights conferred thereby are not exclusive of any
other right to which any person may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, and permits a
corporation to advance expenses to or on behalf of a person entitled to be
indemnified upon receipt of an undertaking to repay the amounts advanced if it
is determined that the person is not entitled to be indemnified.

     The Company's Restated Certificate of Incorporation does not provide for
indemnification of the Company's directors and officers, but the Company's
Bylaws provide that the Company must indemnify its directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, subject to
very limited exceptions.


Item 7.  Exemption from Registration Claimed.

     Not Applicable.
<PAGE>

Item 8.  Exhibits.

     See Exhibit Index.


Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

        (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 or Form S-8, 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 Exchange Act that are incorporated by
               reference in the Registration Statement.

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

     (3) To remove from the 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, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 (the "Exchange Act") (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Exchange Act) that is incorporated by
     reference in the registration statement shall be deemed
<PAGE>

     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
     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 Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this the 5th day of
April, 2000.

                                     UNITED PARCEL SERVICE, INC.



                                     By: /s/ James P. Kelly
                                         ---------------------------------
                                         James P. Kelly
                                         Chairman of the Board and Chief
                                         Executive Officer



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints ROBERT J. CLANIN and JOSEPH R. MODEROW, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his 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 other documents in connection therewith, including any and
all post-effective amendments, and any related Rule 462(b) registration
statement and any amendment thereto, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of April 5, 2000:

Signature                               Title
---------                               -----


/s/ William H. Brown, III
_______________________________         Director
William H. Brown, III
<PAGE>

/s/ Robert J. Clanin             Senior Vice President, Chief Financial Officer,
-------------------------------  Treasurer and Director
Robert J. Clanin                 (Principal Financial and Accounting Officer)




/s/  Michael L. Eskew            Executive Vice President and Director
-------------------------------
Michael L. Eskew



/s/  James P. Kelly              Chairman of the Board, Chief Executive Officer
-------------------------------  and Director
James P. Kelly                   (Principal Executive Officer)



                                 Director
-------------------------------
Ann M. Livermore



                                 Director
-------------------------------
Gary E. MacDougal



/s/  Joseph R. Moderow           Senior Vice President, Secretary and Director
-------------------------------
Joseph R. Moderow


                                 Director
-------------------------------
Kent C. Nelson


                                 Director
-------------------------------
Victor A. Pelson


                                 Director
-------------------------------
John W. Rogers
<PAGE>

/s/  Charles L. Schaffer        Senior Vice President, Chief Operating Officer
-----------------------------   and Director
Charles L. Schaffer



/s/  Lea N. Soupata             Senior Vice President and Director
-----------------------------
Lea N. Soupata


                                Director
-----------------------------
Robert M. Teeter


/s/  Thomas H. Weidemeyer       Senior Vice President and Director
-----------------------------
Thomas H. Weidemeyer
<PAGE>

                                 EXHIBIT INDEX

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

3.1       Form of the Company's Restated Certificate of Incorporation
          (incorporated by reference to Exhibit 3.1 of Amendment No. 3 to the
          Company's Registration Statement on Form S-4 (No. 333-83349), filed on
          September 21, 1999)

3.2       Form of the Company's Bylaws (incorporated by reference to Exhibit 3.2
          of Amendment No. 1 to the Company's Registration Statement on Form S-4
          (No. 333-83349), filed on September 1, 1999)

5.1       Opinion of King & Spalding as to the legality of the securities being
          registered

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of King & Spalding (included in Exhibit 5.1)

99.1      Form of the United Parcel Service, Inc. Nonqualified Employee Stock
          Purchase Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17033}]
{"company-data": {"conformed-name": "UNITED PARCEL SERVICE INC", "cik": "0001090727", "assigned-sic": "4210", "irs-number": "582480149", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34054", "film-number": "593860"}, "business-address": {"street1": "ATTENTION JOSEPH MODEROW", "street2": "55 GLENLAKE PARKWAY NE", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "4048286000"}, "mail-address": {"street1": "55 GLENLAKE PARKWAY NE", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on April 5, 2000
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                          UNITED PARCEL SERVICE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                ----------------
Delaware                                                                   58-2480149
 (State or Other Jurisdiction of                                                    (I.R.S. Employer
  Incorporation or Organization)                                                   Identification No.)

       55 Glenlake Parkway, N.E.                                                        30328
          Atlanta, Georgia                                                            (Zip Code)
(Address of Principal Executive Offices)
-----------------

     United Parcel Service, Inc. Nonqualified Employee Stock Purchase Plan
                            (Full Title of the Plan)

                            Joseph R. Moderow, Esq.
                          United Parcel Service, Inc.
                           55 Glenlake Parkway, N.E.
                             Atlanta, Georgia 30328
                    (Name and address of agent for service)

                                 (404) 828-6000
         (Telephone Number, Including Area Code, of Agent For Service)

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

                                  COPIES TO:

                             Andrew M. Tebbe, Esq.
                                King & Spalding
                             191 Peachtree Street
                            Atlanta, Georgia 30303
                                (404) 572-4600

                        CALCULATION OF REGISTRATION FEE
Title Of Each Class                                     Proposed Maximum      Proposed Maximum        Amount Of
      Of Securities To               Amount To Be            Offering Price          Aggregate          Registration
       Be Registered                  Registered              Per Share(1)       Offering Price(1)           Fee
-----------------------------------------------------------------------------------------------------------------------
Class A-1 Common Stock,
 $.01 par value per share...           40,000,000             $    10.43            $417,200,000         $   110,141
 -----------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
    amended, solely for the purpose of calculating the registration fee, on the
    basis of the book value of the Registrant's Class A-1 Common Stock as of
    February 29, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The documents containing the information specified in Part I will be sent or
given to employees and/or directors of United Parcel Service, Inc. (the
"Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by 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 filed with the Commission are incorporated herein by
reference:

 .  the Company's Annual Report on Form 10-K for the year ended December 31,
   1999;

 .  the Company's Current Report on Form 8-K, dated February 23, 2000; and

 .  the description of United Parcel Service of America, Inc.'s common stock,
   $.10 par value per share, contained in Item 14 of its Registration Statement
   on Form 8-A, filed with the Commission in April 1970, as updated by Item 5 of
   its Annual Report on Form 10-K for the year ended December 31, 1998, and as
   modified by the description of the Class A-1 common stock contained in the
   Company's Registration Statement on Form S-4 (No. 333-83349). The Company
   succeeded to the Exchange Act registration of United Parcel Service of
   America, Inc. pursuant to Rule 12g-3 under the Exchange Act.

  In addition, any and all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of the offering of the
shares of common stock offered hereby shall, to the extent required by law, be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof.
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with certain specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of an action,
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. Section 145 of the Delaware General Corporation
Law also provides that the rights conferred thereby are not exclusive of any
other right to which any person may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, and permits a
corporation to advance expenses to or on behalf of a person entitled to be
indemnified upon receipt of an undertaking to repay the amounts advanced if it
is determined that the person is not entitled to be indemnified.

     The Company's Restated Certificate of Incorporation does not provide for
indemnification of the Company's directors and officers, but the Company's
Bylaws provide that the Company must indemnify its directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, subject to
very limited exceptions.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.
Item 8.  Exhibits.

     See Exhibit Index.

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

        (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 or Form S-8, 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 Exchange Act that are incorporated by
               reference in the Registration Statement.

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

     (3) To remove from the 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, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 (the "Exchange Act") (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Exchange Act) that is incorporated by
     reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this the 5th day of
April, 2000.

                                     UNITED PARCEL SERVICE, INC.

                                     By: /s/ James P. Kelly
                                         ---------------------------------
                                         James P. Kelly
                                         Chairman of the Board and Chief
                                         Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints ROBERT J. CLANIN and JOSEPH R. MODEROW, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his 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 other documents in connection therewith, including any and
all post-effective amendments, and any related Rule 462(b) registration
statement and any amendment thereto, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of April 5, 2000:

Signature                               Title
---------                               -----

/s/ William H. Brown, III
_______________________________         Director
William H. Brown, III
/s/ Robert J. Clanin             Senior Vice President, Chief Financial Officer,
-------------------------------  Treasurer and Director
Robert J. Clanin                 (Principal Financial and Accounting Officer)

/s/  Michael L. Eskew            Executive Vice President and Director
-------------------------------
Michael L. Eskew

/s/  James P. Kelly              Chairman of the Board, Chief Executive Officer
-------------------------------  and Director
James P. Kelly                   (Principal Executive Officer)

                                 Director
-------------------------------
Ann M. Livermore

                                 Director
-------------------------------
Gary E. MacDougal

/s/  Joseph R. Moderow           Senior Vice President, Secretary and Director
-------------------------------
Joseph R. Moderow

                                 Director
-------------------------------
Kent C. Nelson

                                 Director
-------------------------------
Victor A. Pelson

                                 Director
-------------------------------
John W. Rogers
/s/  Charles L. Schaffer        Senior Vice President, Chief Operating Officer
-----------------------------   and Director
Charles L. Schaffer

/s/  Lea N. Soupata             Senior Vice President and Director
-----------------------------
Lea N. Soupata

                                Director
-----------------------------
Robert M. Teeter

/s/  Thomas H. Weidemeyer       Senior Vice President and Director
-----------------------------
Thomas H. Weidemeyer
EXHIBIT INDEX

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

3.1       Form of the Company's Restated Certificate of Incorporation
          (incorporated by reference to Exhibit 3.1 of Amendment No. 3 to the
          Company's Registration Statement on Form S-4 (No. 333-83349), filed on
          September 21, 1999)

3.2       Form of the Company's Bylaws (incorporated by reference to Exhibit 3.2
          of Amendment No. 1 to the Company's Registration Statement on Form S-4
          (No. 333-83349), filed on September 1, 1999)

5.1       Opinion of King & Spalding as to the legality of the securities being
          registered

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of King & Spalding (included in Exhibit 5.1)

99.1      Form of the United Parcel Service, Inc. Nonqualified Employee Stock
          Purchase Plan