EXHIBIT 4.2
                 [Specimen of Class B Common Stock Certificate]

CLASS B COMMON STOCK                                        CLASS B COMMON STOCK
Number                                                                    Shares

- ------                                                                   ------
                          UNITED PARCEL SERVICE, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE                                  CUSIP
IN NEW YORK, NY
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

   THIS CERTIFIES THAT                                 is the owner of
     FULLY PAID AND NONASSESSABLE SHARES OF CLASS B COMMON STOCK OF THE PAR
VALUE OF $.01 EACH OF UNITED PARCEL SERVICE, INC. (hereinafter and on the back
hereof called the "Corporation"), transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be subject to all of the provisions of the
Certificate of Incorporation and Bylaws of the Corporation and the amendments
from time to time made thereto, copies of which are on file at the principal
office of the Corporation, to all of which the holder of this Certificate by
acceptance hereof assents. This Certificate is not valid until countersigned
and registered by the Transfer Agent and Registrar.

   WITNESS the facsimile signatures of the Corporation's duly authorized
officers.

Dated:

/s/                                         /s/
President                                   Secretary

Countersigned and Registered:
First Union National Bank
TRANSFER AGENT AND REGISTRAR

By: /s/
Authorized Signature

                           [Reverse of Certificate]

The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such powers, preferences
and/or rights. Any such request should be addressed to the Secretary of United
Parcel Service, Inc., 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328 or to
the Transfer Agent named on the face of this Certificate.

   The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common         UNIF GIFT MIN ACT--______Custodian________
TEN ENT--as tenants by the entireties                    (Cust)          (Minor)

JT TEN--as joint tenants with right of
        survivorship and not as tenants
        in common

                                              Under Uniform Gifts to Minors
                                              Act_________________________
                                                       (State)

   Additional abbreviations may also be used though not in the above list.

   FOR VALUE RECEIVED,a_________________ hereby sell(s), assign(s) and
transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE ______________________________________________________________

   Please print or typewrite name and address of Assignee

Shares of the Class B Common Stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint_________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated:__________________

                               X:_____________________________________________
                                 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                                 CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                                 FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
                                 WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                                 CHANGE WHATEVER.

Signature(s) Guaranteed:_____________________________________________________
                        THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                        GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
                        AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
                        MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
                        MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15.