EXHIBIT 5.1

                                 King & Spalding
                              191 Peachtree Street
                           Atlanta, Georgia 30303-1763

                                  July 13, 2001

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

         Re: Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to United Parcel Service, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"). This Registration Statement relates to 595,269
shares of the Company's Class A-1 Common Stock, par value $.01 per share
("Company Common Stock"), to be registered in connection with the Fritz
Companies, Inc. 1992 Omnibus Equity Incentive Plan, 97 shares of Company Common
Stock to be registered in connection with the Intertrans Corporation 1983
Incentive Stock Option Plan, 438 shares of Company Common Stock to be registered
in connection with the Intertrans Corporation 1984 Incentive Stock Option Plan,
1,283 shares of Company Common Stock to be registered in connection with the
Intertrans Corporation 1990 Incentive Stock Option Plan and 500 shares of
Company Common Stock to be registered in connection with the Intertrans
Corporation 1992 Nonqualified Stock Option Plan (such shares and plans are
referred to herein as the "Shares" and the "Plans," respectively).

         As such counsel, we have reviewed the Registration Statement and the
Plans, and have relied upon such records, documents, certificates, and other
instruments as in our judgment are necessary or appropriate to form the basis
for the opinions hereinafter set forth. In all such examinations, we have
assumed the genuineness of signatures on original documents and the conformity
to such original documents of all copies submitted to us as certified,
conformed, or photographic copies, and, as to certificates of public officials,
we have assumed the same to have been properly given and to be accurate. As to
matters of fact material to this opinion, we have relied upon statements and
representations of the Company and of public officials.

         The opinions expressed herein are limited in all respects to the laws
of the State of Delaware, and no opinion is expressed with respect to the laws
of any other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.




         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued as contemplated by the Plans,
will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for your benefit
in connection with the matters addressed herein. This opinion may not be
furnished to, or relied upon by, any person or entity for any purpose without
our prior written consent.

                                             Very truly yours,

                                             /s/ King & Spalding