Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                                   PACEL CORP.
           ----------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

Virginia                                                54-1712558
---------------------------------------         --------------------------------
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)                          Identification Number)

8870 Rixliew Lane - Suite 201
Manassas, VA                                            20109
---------------------------------------         --------------------------------
(Address of principal executive offices)                (Zip code)

Registrant's telephone number, including area code: (703) 257-4759

                           David E. Calkins, President
                          8870 Rixliew Lane, Suite 201
                               Manassas, VA 20109
      --------------------------------------------------------------------
            (Name, address and telephone number of Agent for service)

CALCULATION OF REGISTRATION FEE

                 PROPOSED        PROPOSED      MAXIMUM
 TITLE OF        AMOUNT          MAXIMUM       AGGREGATE
SECURITIES       TO BE           OFFERING      OFFERING       AMOUNT OF
TO BE            REGISTERED      PRICE         PRICE          REGISTRATION
REGISTERED           (1)         PER SHARE     PER SHARE      FEE (2)
--------------  -------------   -----------   -----------    -------------
Common Stock      13,000,000      $0.02        $260,000       $23.92
No Par Value

(1) Represents the maximum number of shares which may be granted.

(2)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's  common stock on July 29, 2002,  July 30, 2002, July 31, 2002, and
August 1, 2002, as reported on the OTC Electronic Bulletin Board.




<PAGE>



PART I

Item 1. Plan Information.

Not applicable.

Item 2. Registrant Information and Employee Plan Annual Information.

Not applicable.


PART II

Item 3. Incorporation of Documents by Reference.

The  Registrant  incorporates  the  following  documents  by  reference  in this
Registration Statement:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31, 2001 and 2000,  which was filed with the  Securities  and Exchange
Commission on April 15, 2002 and April 2, 2001;

     (b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ending
March 31, 2002 which was filed with the  Securities  and Exchange  Commission on
May 20, 2002.

     (c) Common stock, No Par Value per share.

     (d) The Registrant's  Articles of Incorporation and Amendments thereto, and
the Registrant's Bylaws;

     (e)  All  other  documents  filed  by  Registrant  after  the  date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d)of the Securities
Exchange Act of 1934, prior to the filing of a post-effective  amendment to this
Registration  Statement that registers  securities covered hereunder that remain
unsold.


ADDITIONAL INFORMATION

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  'Exchange  Act'),  and in  accordance
therewith files reports, proxy statements and other information including annual
and quarterly  reports on Form 10-KSB and 10-QSB (the '1934 Act  Filings')  with
the Securities and Exchange  Commission  (the  'Commission').  Reports and other
information  filed by the  Company  can be  inspected  and  copied at the public
reference  facilities  maintained  at the  Commission  at Room  1024,  450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information  statements and other  information  regarding issuers that
file  electronically  with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ('EDGAR').


                                        2

<PAGE>



Item 4. Description of Securities.

The class of  securities  to be  offered  hereby  is  subject  to the  reporting
requirements of the Securities  Exchange Act of 1934, as amended.  The Company's
authorized  capitalization is 655,000,000 shares of which 650,000,000 shares are
Common Stock,  No Par Value and 5,000,000  shares are  Preferred  Stock,  No Par
Value. As of July 24, 2002, there are 128, 137,735 shares of Common Stock issued
and outstanding,  and there are 1,000,000 shares of Preferred Stock outstanding,
of which 500,000 shares are held by David Calkins, our CEO, and of which 500,000
shares are held by F. Kay Calkins,  his wife, and an officer and director of our
Company.

Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority  shareholders  would not be able to elect
any members to the board of  directors.  The  Company's  board of directors  has
authority,  without  action by the Company's  shareholders,  to issue all or any
portion of the  authorized  but  unissued  shares of Common  Stock,  which would
reduce the  percentage  ownership of the Company of its  shareholders  and which
would  dilute the book value of the Common  Stock.  Shareholders  of the Company
have no preemptive  rights to acquire  additional  shares of Common  Stock.  The
Common  Stock is not  subject  to  redemption  and  carries no  subscription  or
conversion  rights.  In the event of liquidation  of the Company,  the shares of
Common  Stock are  entitled  to share  equally  in  corporate  assets  after the
satisfaction of all liabilities. Holders of Common Stock are entitled to receive
such  dividends as the board of  directors  may from time to time declare out of
funds legally available for the payment of dividends. During the last two fiscal
years the Company has not paid cash  dividends  on its Common Stock and does not
anticipate that it will pay cash dividends in the foreseeable future.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Officers and Directors.

The  Corporation  laws of the State of Virginia  and the  Company's  Articles of
Incorporation  provide  for  indemnification  of  the  Company's  Directors  for
liabilities and expenses that they may incur in such  capacities,  provided that
the Director or Officer to be indemnified has not been adjudged to be liable for
gross negligence or willful misconduct.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits

Exhibit Description

5.1  Opinion of Counsel of Guy K. Stewart, Jr., Esq.

23.1 Consent of Peter C. Cosmos Co., CPA's.


                                        3

<PAGE>



Item 9. Undertakings.

     A. The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act 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  offered  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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the Act and will be governed by final  adjudication  of
such issue.



                                        4

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing  the  Registration  Statement  on Form S-8 and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Manassas,  State of
Virginia, on August 8, 2002.



                                   PACEL CORP.
                         -------------------------------
                                  (Registrant)


By:    /s/ David E. Calkins                         Date:    August 8, 2002
      ----------------------------
      David E. Calkins, President, Chief Executive Officer
      d Chairman of the Board.



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



                                   PACEL CORP.
                         -------------------------------
                                  (Registrant)


By: /s/ David E. Calkins                           Date:    August 8, 2002
--------------------------------
David E. Calkins, President,














                                        5
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Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                                   PACEL CORP.
           ----------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

Virginia                                                54-1712558
---------------------------------------         --------------------------------
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)                          Identification Number)

8870 Rixliew Lane - Suite 201
Manassas, VA                                            20109
---------------------------------------         --------------------------------
(Address of principal executive offices)                (Zip code)

Registrant's telephone number, including area code: (703) 257-4759

                           David E. Calkins, President
                          8870 Rixliew Lane, Suite 201
                               Manassas, VA 20109
      --------------------------------------------------------------------
            (Name, address and telephone number of Agent for service)

CALCULATION OF REGISTRATION FEE

                 PROPOSED        PROPOSED      MAXIMUM
 TITLE OF        AMOUNT          MAXIMUM       AGGREGATE
SECURITIES       TO BE           OFFERING      OFFERING       AMOUNT OF
TO BE            REGISTERED      PRICE         PRICE          REGISTRATION
REGISTERED           (1)         PER SHARE     PER SHARE      FEE (2)
--------------  -------------   -----------   -----------    -------------
Common Stock      13,000,000      $0.02        $260,000       $23.92
No Par Value

(1) Represents the maximum number of shares which may be granted.

(2)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's  common stock on July 29, 2002,  July 30, 2002, July 31, 2002, and
August 1, 2002, as reported on the OTC Electronic Bulletin Board.
PART I

Item 1. Plan Information.

Not applicable.

Item 2. Registrant Information and Employee Plan Annual Information.

Not applicable.

PART II

Item 3. Incorporation of Documents by Reference.

The  Registrant  incorporates  the  following  documents  by  reference  in this
Registration Statement:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31, 2001 and 2000,  which was filed with the  Securities  and Exchange
Commission on April 15, 2002 and April 2, 2001;

     (b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ending
March 31, 2002 which was filed with the  Securities  and Exchange  Commission on
May 20, 2002.

     (c) Common stock, No Par Value per share.

     (d) The Registrant's  Articles of Incorporation and Amendments thereto, and
the Registrant's Bylaws;

     (e)  All  other  documents  filed  by  Registrant  after  the  date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d)of the Securities
Exchange Act of 1934, prior to the filing of a post-effective  amendment to this
Registration  Statement that registers  securities covered hereunder that remain
unsold.

ADDITIONAL INFORMATION

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  'Exchange  Act'),  and in  accordance
therewith files reports, proxy statements and other information including annual
and quarterly  reports on Form 10-KSB and 10-QSB (the '1934 Act  Filings')  with
the Securities and Exchange  Commission  (the  'Commission').  Reports and other
information  filed by the  Company  can be  inspected  and  copied at the public
reference  facilities  maintained  at the  Commission  at Room  1024,  450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information  statements and other  information  regarding issuers that
file  electronically  with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ('EDGAR').

                                        2
Item 4. Description of Securities.

The class of  securities  to be  offered  hereby  is  subject  to the  reporting
requirements of the Securities  Exchange Act of 1934, as amended.  The Company's
authorized  capitalization is 655,000,000 shares of which 650,000,000 shares are
Common Stock,  No Par Value and 5,000,000  shares are  Preferred  Stock,  No Par
Value. As of July 24, 2002, there are 128, 137,735 shares of Common Stock issued
and outstanding,  and there are 1,000,000 shares of Preferred Stock outstanding,
of which 500,000 shares are held by David Calkins, our CEO, and of which 500,000
shares are held by F. Kay Calkins,  his wife, and an officer and director of our
Company.

Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority  shareholders  would not be able to elect
any members to the board of  directors.  The  Company's  board of directors  has
authority,  without  action by the Company's  shareholders,  to issue all or any
portion of the  authorized  but  unissued  shares of Common  Stock,  which would
reduce the  percentage  ownership of the Company of its  shareholders  and which
would  dilute the book value of the Common  Stock.  Shareholders  of the Company
have no preemptive  rights to acquire  additional  shares of Common  Stock.  The
Common  Stock is not  subject  to  redemption  and  carries no  subscription  or
conversion  rights.  In the event of liquidation  of the Company,  the shares of
Common  Stock are  entitled  to share  equally  in  corporate  assets  after the
satisfaction of all liabilities. Holders of Common Stock are entitled to receive
such  dividends as the board of  directors  may from time to time declare out of
funds legally available for the payment of dividends. During the last two fiscal
years the Company has not paid cash  dividends  on its Common Stock and does not
anticipate that it will pay cash dividends in the foreseeable future.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Officers and Directors.

The  Corporation  laws of the State of Virginia  and the  Company's  Articles of
Incorporation  provide  for  indemnification  of  the  Company's  Directors  for
liabilities and expenses that they may incur in such  capacities,  provided that
the Director or Officer to be indemnified has not been adjudged to be liable for
gross negligence or willful misconduct.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits

Exhibit Description

5.1  Opinion of Counsel of Guy K. Stewart, Jr., Esq.

23.1 Consent of Peter C. Cosmos Co., CPA's.

                                        3
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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act 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  offered  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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the Act and will be governed by final  adjudication  of
such issue.

                                        4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing  the  Registration  Statement  on Form S-8 and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Manassas,  State of
Virginia, on August 8, 2002.

                                   PACEL CORP.
                         -------------------------------
                                  (Registrant)

By:    /s/ David E. Calkins                         Date:    August 8, 2002
      ----------------------------
      David E. Calkins, President, Chief Executive Officer
      d Chairman of the Board.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

                                   PACEL CORP.
                         -------------------------------
                                  (Registrant)

By: /s/ David E. Calkins                           Date:    August 8, 2002
--------------------------------
David E. Calkins, President,

                                        5