EXHIBIT 5.1

                        [Hunton & Williams Letterhead]


                                 March 15, 2000

United Parcel Service, Inc.
55 Glenlake Parkway, NE
Atlanta, GA  30328

                          United Parcel Service, Inc.

Ladies and Gentlemen:

     We have acted as counsel to United Parcel Service, Inc., a Delaware
corporation (the "Company") in connection with the preparation of Post-Effective
Amendment No. 1 (the "Amendment") to the Registration Statement on Form S-3
(Registration No. 333-08369) (as amended, the "Registration Statement"), filed
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), with respect to the adoption of the
Registration Statement by the Company pursuant to Rule 414 under the Act, as
successor issuer of United Parcel Service of America, Inc., a Delaware
corporation ("UPS of America").  Capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Indenture (as defined herein).

     In connection with the foregoing, we have examined the following documents:

          (i)   the Registration Statement;


          (ii)  the Indenture, dated January 26, 1999 (the "Indenture"), by and
     between UPS of America as issuer and Citibank, N.A., a national banking
     association, as trustee (the "Trustee"), as supplemented by the
     Supplemental Indenture (the "Supplemental Indenture") to be entered into by
     and among the Company, the Trustee and UPS of America;

          (iii) the form of Underwriting Agreement, as amended by Amendment
     No. 1 to the Underwriting Agreement;

          (iv)  the Certificate of Incorporation and Bylaws of the Company, and
     resolutions of the Executive Committee of the Company's Board of Directors;
     and

          (v)   the originals (or copies identified to our satisfaction) of such
     documents and records of the Company, together with certificates of public
     officials and officers of the Company, and such other documents,
     certificates, records and papers as we have deemed necessary for purposes
     of the opinions set forth in this letter.


United Parcel Service, Inc.
March 15, 2000
Page 2

     For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to originals of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals, and (iii) the genuineness of all
signatures (other than the signatures of current officers or directors of the
Company) not witnessed by us.

     We are members of the Bar of the State of New York, and we do not express
an opinion on any laws other than those of such state.  We do not purport to
cover herein and do not express an opinion with respect to the application of
the securities laws of the various states to issuance of the Debt Securities.

     Based upon the foregoing and such other information and documents as we
have considered necessary for the purposes hereof, we are of the opinion that:

     1.  The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.

     2.  The Indenture and Supplemental Indenture each has been duly authorized
and assuming due authorization, execution and delivery thereof by the Company
and the Trustee, each will constitute a valid and legally binding instrument of
the Company enforceable against the Company in accordance with its terms.  The
Debt Securities have been duly authorized and, when the final terms thereof have
been duly approved by all necessary corporate action and when duly executed by
the Company and authenticated by the Trustee in accordance with the Indenture
and Supplemental Indenture and delivered to and paid for by the purchasers
thereof, will be legally issued and valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture and Supplemental Indenture.

     The opinions set forth above are subject to the qualifications that (i)
enforcement of the Company's obligations under the Indenture, Supplemental
Indenture and Debt Securities may be subject to (a) the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, and (b) general equity principles and any implied covenant of good
faith and fair dealing (whether considered in a proceeding in law or in equity),
and (ii) the remedy of specific performance and injunctive and other relief may
be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.



United Parcel Service, Inc.
March 15, 2000
Page 3


     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Amendment.  We also consent to the reference to our firm under the heading
"Validity of Offered Debt Securities" in the Amendment.

                              Very truly yours,


                              /s/ Hunton & Williams
                              ----------------------
                              Hunton & Williams