EXHIBIT 5.1


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                                August 27, 2003



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


    Re:  Shelf-Registration Statement on Form S-3 registering Debt Securities


Ladies and Gentlemen:

         We have acted as counsel to United Parcel Service, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
shelf-registration statement on Form S-3 (the "Registration Statement") to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, under which the Company may offer from time to time debt
securities (the "Debt Securities"); provided that the aggregate initial
offering price of the Debt Securities that may be offered and sold under the
Registration Statement shall not exceed $2,000,000,000.

         In so acting, we have reviewed such matters of law and examined
original, certified, conformed or photographic copies of such other documents,
records, agreements and certificates as we have deemed necessary as a basis for
the opinions hereinafter expressed. In such review, we have assumed the
genuineness of signatures on all documents submitted to us as originals and the
conformity to original documents of all copies submitted to us as certified,
conformed or photographic copies.

         For purposes of the opinions below, we have assumed that the execution
and delivery of, and the performance of all obligations under, the Indenture
relating to the Debt Securities, which has been filed as an exhibit to the
Registration Statement (the "Indenture"), has been duly authorized by all
requisite action by each party thereto other than the Company, and that the
Indenture has been duly executed and delivered by, and is a valid and binding
agreement of, such


United Parcel Service, Inc.
August 27, 2003
Page 2


parties other than the Company, enforceable against such other parties in
accordance with its terms.

         This opinion is limited in all respects to the laws of the State of
New York, 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 the foregoing, and subject to all of the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:

                  (1)      The Indenture has been duly authorized, executed and
         delivered by the Company and constitutes a valid and binding
         obligation of the Company enforceable against the Company in
         accordance with its terms subject, as to enforcement of remedies, to
         bankruptcy, insolvency, reorganization, moratorium or similar laws
         affecting the rights and remedies of creditors generally and to the
         effect of general principles of equity.

                  (2)      The Debt Securities, when (i) the definitive terms
         and provisions thereof have been established in accordance with the
         Indenture and (ii) executed and delivered by the Company and
         authenticated by the trustee pursuant to the Indenture and delivered
         and paid for by the purchasers thereof, will constitute valid and
         binding obligations of the Company enforceable against the Company in
         accordance with their terms, subject, as to enforcement of remedies,
         to bankruptcy, insolvency, reorganization, moratorium or similar laws
         affecting the rights and remedies of creditors generally and to the
         effect of general principles of equity.

         This opinion is given as of the date hereof, and we assume no
obligation to update this opinion letter to reflect any facts or circumstances
that may hereafter come to our attention or any changes in any laws or
regulations which may hereafter occur.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.


                                        Very truly yours,

                                        /s/ KING & SPALDING LLP