EXHIBIT 8.1

                            [Form of Opinion]

                            September   , 1999


(202) 955-8500                                                    C 93024-03589

United Parcel Service, Inc.
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328

Ladies and Gentlemen:

   You have requested our opinion regarding certain federal income tax
consequences of the proposed merger (the "Merger") of United Parcel Service of
America, Inc.a Delaware corporation ("Target Company"), with UPS Merger
Subsidiary, Inc., a Delaware corporation ("Sub"), which is a direct, wholly
owned subsidiary of United Parcel Service, Inc., a Delaware corporation
("Parent"). In that proposed merger, Target Company will be the surviving
entity.

   In formulating our opinion, we have reviewed such documents as we deemed
necessary or appropriate, including that certain Agreement and Plan of Merger,
dated as of September   , 1999, among Parent, Sub, and Target Company (as
amended, the "Merger Agreement"), and that certain Registration Statement on
Form S-4 of Parent (File No. 333-83349), as amended (the "Registration
Statement"), and the proxy statement/prospectus that forms a part thereof (the
"Prospectus").

   Our opinion set forth below assumes (i) the accuracy of the statements and
facts concerning the Merger set forth in the Merger Agreement and the
Prospectus, (ii) that the Merger is consummated in the manner contemplated by,
and in accordance with, the terms set forth in the Merger Agreement and the
Prospectus, and (iii) the accuracy of (a) the representations made to us by
Parent, which are set forth in the certificate delivered to us by Parent,
dated September   , 1999, and (b) the representations made to us by Target
Company, which are set forth in the certificate delivered to us by Target
Company, dated September   , 1999.

   Based upon the facts and statements set forth above, our examination and
review of the documents referred to above, and subject to the assumptions set
forth above, we hereby confirm that the statements of law and conclusions of
law set forth under the heading "Federal Income Tax Consequences to
Shareowners" in the Prospectus reflect our opinion as to the material federal
income tax consequences of the Merger.

   Our opinion is based on provisions of the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service and case law as of the date
hereof, any of which may be changed at any time with retroactive effect. Any
change in applicable laws or the facts and circumstances surrounding the
Merger, or any inaccuracy in the statements, facts, assumptions and
representations on which we relied, may affect the continuing validity of the
opinion set forth herein. We assume no responsibility to inform you of any
such change or inaccuracy that may occur or come to our attention.

   We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the captions
"Federal Income Tax Consequences to Shareowners" and "Legal Matters" in the
Registration Statement and the Prospectus. In giving these consents, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Securities and Exchange Commission.

                                          Very truly yours,


                                          GIBSON, DUNN & CRUTCHER LLP
ADP/DWM/MJH