EXHIBIT 10.9

                      UNITED PARCEL SERVICE OF AMERICA, INC.
                             1996 STOCK OPTION PLAN
                 (As amended and restated on September 19, 1997)


1.       Purpose.

         The purpose of this Amended and Restated Plan is to ensure continuity
of management and increase the incentive for key managerial employees and
non-employee members of the Board of the Company to make major contributions to
the effective management or direction of the Company by providing them with an
opportunity to acquire equity interests in the Company in the manner
contemplated by this Amended and Restated Plan.


2.       Definitions.

         As used in this Amended and Restated Plan, the following definitions
shall apply:

         "Amended and Restated Plan" means this United Parcel Service of
America, Inc. 1996 Stock Option Plan as originally adopted by the Board on
February 14, 1996 and by the shareowners of the Company at the 1996 Annual
Meeting of Shareowners, as amended and restated on February 12, 1997, as amended
and restated on September 19, 1997, and as further amended in accordance
herewith from time to time.

         "Board" means the Board of Directors of the Company or, when
appropriate, the Executive Committee of the Board of Directors, acting for the
Board.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" means United Parcel Service of America, Inc.

         "Current Price" of a Share at any time means the price per Share which
the Board shall have determined to be the fair market value at which the Company
may express its willingness to purchase Shares from shareowners who offer them
for sale to the Company at that time.

         "Employee Optionee"  means any Optionee other than an Outside
Director Optionee.

         "Incentive Stock Option" means an Option that qualifies as an incentive
stock option within the meaning of Section 422 of the Code.

         "Nonqualified Option" means an Option that is not an Incentive Stock
Option.

         "Officer Compensation Committee" means the Officer Compensation
Committee of the Board.

         "Option" means the right to purchase Shares under the terms and
conditions of the Amended and Restated Plan, as evidenced by an option
certificate or agreement in such form, not inconsistent with the Amended and
Restated Plan, as the Committee may adopt for general use or for specific cases
from time to time.

         "Optionee" means the person to whom an Option has been granted under
the Amended and Restated Plan and, where the context permits, the estate,
personal representative or beneficiary to whom an Option has been transferred by
will or the laws of descent and distribution.


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         "Outside Director" means any member of the Board who is not, as of the
date of grant of an Option, an employee or a former employee of the Company or
any Subsidiary.

         "Outside Director Formula" has the meaning set forth in subparagraph E
of paragraph 7 of this Amended and Restated Plan.

         "Outside Director Optionee" means the Optionee who is, as of the date
of grant of an Option, an Outside Director.

         "Salary Committee" means the Salary Committee of the Board.

         "Shares" means shares of the Company's common stock, presently having a
par value of $0.10 per share.

         "Subsidiary" means any corporation, limited liability company or other
entity more than 50% of whose outstanding voting securities is owned by the
Company or by one or more of the Company's other Subsidiaries.

         "UPS Managers Stock Trust" means a trust arrangement established by
agreements conforming to the trust agreement made as of April 15, 1958, as
heretofore or hereafter amended (the "UPS Managers Trust Agreement"), among
certain employees of the Company and First Union National Bank, as Trustee
("First Union"), or any successor trust arrangement.

         An Option shall be deemed "granted" under the Amended and Restated Plan
on the date of the action taken by the Salary Committee or Officer Compensation
Committee approving the grant of an Option hereunder.


3.       Plan Adoption and Term.

         A.       The Amended and Restated Plan was originally adopted by the
Board on February 14, 1996 and by the shareowners of the Company at the 1996
Annual Meeting of Shareowners. The Amended and Restated Plan was amended and
restated by the Board on February 12, 1997 and the amendments received
shareowner approval at the 1997 Annual Meeting of Shareowners. The Amended and
Restated Plan was further amended and restated by the Executive Committee of the
Board of Directors on September 19, 1997 without the need for shareowner
approval.

         B.       No Option may be granted hereunder after March 31, 2001, but
Options granted on or before that date may extend beyond such date in accordance
with their terms.


4.       Administration of the Amended and Restated Plan.

         A.       Subject to the provisions of paragraph 7 regarding grant of
options and paragraph 16 regarding amendment of the Amended and Restated Plan,
this Amended and Restated Plan shall be administered by the Salary Committee or,
if the Salary Committee shall consist of fewer than two persons, by the Board.
All actions taken by the Salary Committee with respect to the Amended and
Restated Plan shall be reported to the Board at the next regular meeting of the
Board.

         B.       The Salary Committee shall have the authority to interpret the
provisions of the Amended and Restated Plan, to construe the terms of any
Option, to prescribe, amend and rescind rules and regulations


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relating to the Amended and Restated Plan, and to make all other determinations
in the judgment of the Salary Committee necessary or desirable for the
administration of the Amended and Restated Plan. The Salary Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Amended and Restated Plan or in any Option in the manner and to the extent it
shall deem expedient to effectuate the purposes and intent of the Amended and
Restated Plan.

         C.       Any power granted to the Salary Committee, either in this
Amended and Restated Plan or by the Board, may at any time be exercised by the
Board. Any determination by the Salary Committee shall be subject to review and
reversal or modification by the Board on its own motion, except that the Board
may not impair the rights of Optionees under Options previously granted.

         D.       Members of the Salary Committee, the Officer Compensation
Committee, the Executive Committee, and the Board shall not be liable for any
action or determination made by them in good faith.


5.       Eligibility.

         Key managerial employees of the Company and its Subsidiaries, and
Outside Directors, shall be eligible to participate in the Amended and Restated
Plan. All recipients of Options shall be selected on the basis of their having
demonstrated an ability to contribute substantially to the effective management
or direction of the Company and its Subsidiaries. Members of the Board shall be
eligible to receive Options under the Amended and Restated Plan, provided that:
(i) a member shall not participate in any decision or action affecting such
member other than a decision or action affecting all participants generally; and
(ii) Outside Directors shall be eligible to receive only Nonqualified Options.
No Option shall be issued under this Amended and Restated Plan to any individual
who at the time an Option might be granted hereunder owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, or of any parent or Subsidiary of the Company.


6.       Limitation on the Number of Shares.

         Subject to adjustment as provided in paragraph 14, Options may be
granted pursuant to the Amended and Restated Plan for the purchase of not more
than 30,000,000 Shares. If prior to its exercise in full by an Optionee, any
Option is canceled or terminates or lapses in whole or in part for any reason
other than the termination of the Amended and Restated Plan as a whole, the
number of Shares not purchased thereunder shall forthwith become available again
for allocation under new Options, including new Options to such Optionee, in
accordance with the Amended and Restated Plan.


7.       Grant of Options.

         A.       At any time during the term of this Amended and Restated Plan,
the Salary Committee may grant to any eligible employee who is (i) eligible
under paragraph 5 hereof and (ii) not a member of the Board, a member of the
Salary Committee, or a person who is an officer of the Company as defined in
Rule 16a-1 under the Securities Exchange Act of 1934, as amended, an Option to
purchase any number of the Shares reserved for issuance under the Amended and
Restated Plan, subject to prior allocation of Shares to the same or other
persons and to the limitation of paragraph 6.


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         B.       At any time during the term of this Amended and Restated Plan,
the Officer Compensation Committee may grant to any eligible employee who is a
member of the Board, a member of the Salary Committee, or an officer of the
Company as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as
amended, an Option to purchase any number of the Shares reserved for issuance
under the Amended and Restated Plan, subject to prior allocation of Shares to
the same or other persons and to the limitation of paragraph 6.

         C.       At the time of grant of each Option to an Employee Optionee,
the Salary Committee or the Officer Compensation Committee, as appropriate,
shall designate such Option as an Incentive Stock Option or as a Nonqualified
Option. However, the aggregate fair market value, as determined at the time the
Option is granted, of the Shares with respect to which Incentive Stock Options
may become exercisable for the first time by an Optionee during any calendar
year (under the Amended and Restated Plan and any other stock option plan of the
Company or any entity which, at the time of the granting of such Option, is a
parent or Subsidiary of the Company) shall not exceed $100,000. To the extent
that an Option designated as an Incentive Stock Option may be or become
exercisable for a number of Shares exceeding the limitation of the preceding
sentence, such Option shall be deemed to be an Incentive Stock Option with
respect to the maximum number of Shares permissible under the preceding sentence
and a Nonqualified Option with respect to any remaining Shares.

         D.       At such time as the Salary Committee or the Officer
Compensation Committee grants to any Employee Optionee an Option to purchase
Shares pursuant to subparagraph A or B of paragraph 7, it may also grant to such
Employee Optionee a right to receive money at the time of exercise of the Option
in an amount equal to a designated percentage of the amount by which the Current
Price of the Shares subject to the Option exceeds, at the time of exercise
thereof, the option price.

         E.       On the first day of each year, during the term of this Amended
and Restated Plan, on which any Option is granted to an Employee Optionee, each
Outside Director shall be granted Options to purchase Shares, as provided in
this subparagraph E of paragraph 7. Each Outside Director shall be granted
Options to purchase that number of the Shares, equal to the Outside Director
Formula, reserved for issuance under the Amended and Restated Plan, subject to
prior allocation of Shares to the same or other persons and to the limitation of
paragraph 6. In the case of each Outside Director, the Outside Director Formula
shall be 109.5% of such Outside Director's annual director's fee as in effect on
the last day of the most recently ended fiscal year of the Company, divided by
the Current Price of one Share on such date. The Salary Committee may at any
time and from time to time modify or amend the Outside Director Formula;
provided, however, that the Salary Committee may not: (i) modify or amend the
Outside Director Formula more often than once during any twelve-month period;
(ii) without shareowner approval, modify or amend the Outside Director Formula
in any respect that would materially increase the benefits accruing to Outside
Directors under the Amended and Restated Plan; or (iii) without the consent of
an Outside Director Optionee, make any modification or amendment of the Outside
Director Formula that would affect such Outside Director Optionee's rights under
any Option previously granted. All Options granted to Outside Director Optionees
shall be designated as Nonqualified Options.


8.       Purchase Price, Delivery of Shares, and Payment.


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         A.       The purchase price for each Share represented by an Option
shall be 100% of the Current Price of a Share at the time the Option is granted.
Notwithstanding the foregoing, the purchase price per Share shall not be less
than the par value of one Share.

         B.       Payment of the purchase price for Shares purchased shall be
made upon exercise of an Option by payment, (i) in cash, (ii) in Shares owned by
the purchaser for at least six months prior to the date of exercise and valued
at their then Current Price, or (iii) in any combination of cash and such
Shares. Any payment in Shares shall be effected by the delivery thereof to the
Secretary of the Company, endorsed in blank or accompanied by stock powers
executed in blank. For such purpose, the Optionee may notify the Trustee under
the UPS Managers Stock Trust, in writing, to transmit to the Secretary of the
Company, endorsed in blank, Shares held by the Trustee for the Optionee's
account under the UPS Managers Stock Trust.

         C.       All Shares issued by the Company to Employee Optionees upon
exercise of Options shall be subject to the UPS Managers Stock Trust. As a
condition to the receipt of Shares upon exercise of an Option, the Employee
Optionee shall execute and deliver to the Trustee of the UPS Managers Stock
Trust a trust deposit agreement. The Company shall then deposit with or deliver
to the Trustee the Shares issued to the Employee Optionee to be held by the
Trustee in trust for such Employee Optionee's benefit pursuant and subject to
the terms of the UPS Managers Trust Agreement.

         D.       In the event that any Shares are issued or distributed by the
Company to an Employee Optionee upon exercise of an Option on a date that is
later than the date of termination of the Employee Optionee's employment with
the Company and Subsidiaries (the "Termination Date"), then, for purposes of the
UPS Managers Stock Trust, the Company's rights to repurchase the Shares so
issued or distributed shall commence on the June 15 next following the first
anniversary of the Termination Date and such Shares shall be treated as
securities issued as a result of the distribution of rights appurtenant UPS
common stock owned by the Employee Optionee and subject to the UPS Managers
Stock Trust on the Termination Date.

         E.       All Shares issued by the Company to Outside Director Optionees
shall be subject to such agreements with respect to the repurchase of such
Shares, similar in purpose and effect to the provisions of the UPS Managers
Stock Trust, as the Salary Committee shall prescribe. As a condition to the
receipt of Shares upon exercise of an Option, the Outside Director Optionee
shall execute and deliver such agreements as the Salary Committee shall
prescribe.


9.       Duration of Options.

        Each Option and all rights thereunder shall expire five and one-half
years from the date on which the Option is granted, and shall be subject to
earlier termination as provided herein.


10.      Conditions Relating to Exercise.

         A.       Except as otherwise provided in Paragraph 11 hereof, no Option
shall be exercisable until the expiration of five years from the date the Option
is granted. Subject to the provisions of Paragraph 11, an Option may be
exercised only in its entirety and only during the period from April 1 to April
30 in the year in which the Option becomes exercisable.


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         B.       No Option shall be transferable by an Optionee otherwise than
by will or by the laws of descent and distribution.

         C.       All Options granted hereunder shall be exercisable during the
lifetime of the Optionee only by the Optionee or the Optionee's guardian or
legal representative.

         D.       An Option shall be exercised as follows:

         (1)      By delivering to the Company, at its principal office, to the
attention of its Secretary, written notice of the number of Shares with respect
to which the Option is being exercised; and

         (2)      By paying the purchase price for the Shares in accordance with
paragraph 8 hereof and any withholding tax required to be paid pursuant to
paragraph 15 hereof.

         E.       Notwithstanding any other provision in this Amended and
Restated Plan, no Option shall be exercisable unless and until (i) the Shares
may be legally issued and sold to the Optionee and (ii) the Optionee shall have
executed such documents and taken such action as the Salary Committee reasonably
shall deem advisable to assist the Company in complying with the requirements of
any applicable law.


11.     Effect of Termination of Employment or Service.

         A.       In the event an Employee Optionee's employment with the
Company and Subsidiaries shall terminate by reason of such Employee Optionee's
retirement with the consent of the Company or in accordance with an applicable
retirement plan, any Incentive Stock Option then held by such Employee Optionee,
which shall not have lapsed or expired shall, at the election of the Employee
Optionee: (i) be or immediately become fully exercisable but only for a period
ending on the earlier of a date three months following the date of retirement or
the date of expiration of the Option in accordance with its terms; or (ii) be
unaffected by such retirement. Any Nonqualified Option held by such an Employee
Optionee shall be unaffected by such retirement.

         B.       In the event an Employee Optionee's employment with the
Company and Subsidiaries shall terminate by reason of such Employee Optionee's
disability (within the meaning of Section 22(e)(3) of the Code), any Incentive
Stock Option then held by such Employee Optionee, which shall not have lapsed or
expired shall, at the election of the Employee Optionee: (i) be or immediately
become fully exercisable but only for a period ending on the earlier of a date
one year following the date of termination of employment or the date of
expiration of the Option in accordance with its terms; or (ii) be unaffected by
such termination of employment. Any Nonqualified Option held by such an Employee
Optionee shall be unaffected by such termination of employment.

         C.       In the event of an Employee Optionee's death (including death
while retired or disabled), any Option then held by such Employee Optionee which
shall not have lapsed or expired shall be or immediately become fully
exercisable at any time before the date of expiration of the Option in
accordance with its terms.

         D.       In the event an Employee Optionee shall cease to be employed
by the Company and Subsidiaries for any reason other than those specified in
subparagraphs A, B and C above, any Option then held by such Employee Optionee
shall immediately terminate.


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         E.       Whether an authorized leave of absence or absence in
government or military service constitutes a termination of employment shall be
determined by the Salary Committee, and the Salary Committee's determination
shall be final and conclusive on all persons affected thereby; provided,
however, that if such leave of absence or other absence shall be deemed a
termination of employment for purposes of the UPS Managers Stock Trust, it will
also constitute a termination of employment for purposes of the Amended and
Restated Plan.

         F.       In the case of any Option granted to an Outside Director
Optionee, if such Outside Director Optionee ceases for any reason to be a member
of the Board, then such Option shall be exercisable according to the following
provisions, and shall terminate upon the expiration of the applicable exercise
period, if any, specified in this subparagraph F of paragraph 11:

         (i)      If an Outside Director Optionee ceases to be a member of the
Board for any reason other than resignation, removal for cause or death, any
such Option held by such Outside Director Optionee which shall not have lapsed
or expired shall, at the election of the Outside Director Optionee: (I) be or
immediately become fully exercisable but only for a period ending on the earlier
of a date three months following the date on which such Outside Director
Optionee ceases to be a member of the Board or the date of expiration of the
Option in accordance with its terms; or (II) be unaffected.

         (ii)     Except as provided in clause (iii) of this subparagraph F of
paragraph 11, if during his term of office as a member of the Board an Outside
Director Optionee resigns from the Board or is removed from office for cause,
any Option held by the Outside Director Optionee which is not exercisable by the
Outside Director Optionee immediately prior to resignation or removal shall
terminate as of the date of resignation or removal, and any Option held by the
Outside Director Optionee which is exercisable by the Outside Director Optionee
immediately prior to resignation or removal shall be exercisable in accordance
with its terms.

         (iii)    If during his term of office as a member of the Board an
Outside Director Optionee's service on the Board shall terminate by reason of
such Outside Director Optionee's disability (within the meaning of Section
22(e)(3) of the Code), any Option then held by such Outside Director Optionee,
which shall not have lapsed or expired shall, at the election of the Outside
Director Optionee: (I) be or immediately become fully exercisable but only for a
period ending on the earlier of a date one year following the date on which such
Outside Director Optionee ceases to be a member of the Board or the date of
expiration of the Option in accordance with its terms; or (II) be unaffected.

         (iv)     Following the death of an Outside Director Optionee (including
death after ceasing, for any reason other than resignation or removal for cause,
to be a member of the Board) any Option held by the Outside Director Optionee
which shall not have lapsed or expired shall be or immediately become fully
exercisable at any time before the date of expiration of the Option in
accordance with its terms.


12.     No Special Rights Respecting Employment or Rate of Compensation.

        Nothing contained in the Amended and Restated Plan or in any Option
shall confer upon any Employee Optionee any right with respect to the
continuation of his or her employment by the Company or any Subsidiary or
interfere in any way with the right of the Company or any Subsidiary at any time
to terminate an Employee Optionee's employment or



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to increase or decrease the compensation of any Optionee from the rate in
existence at the time of the grant of an Option.


13.     Rights as a Shareowner.

        The holder of an Option shall have no rights as a shareowner with
respect to any Shares covered by the Option until the date such Shares are
issued as provided in paragraph 8. Except as provided in paragraph 14 below, no
adjustment shall be made for rights for which the record date occurs prior to
the date such Shares are issued.


14.     Antidilution Provisions.

         A.       In the event of a stock dividend, stock split, or other
subdivision, reclassification or combination of the common stock of the Company,
the Salary Committee may make such adjustments in the number of Shares for which
Options may be granted under the Amended and Restated Plan, the number of Shares
subject to unexercised Options, and the option prices as it deems equitable.

         B.       In the event that the outstanding common stock of the Company
is changed or converted into, or exchanged or exchangeable for, a different
number or kind of shares or other securities of the Company or of another
corporation, by reason of reorganization, merger, consolidation or combination,
the Salary Committee may make such adjustments in the number and kind of Shares
for which Options may be or may have been awarded under the Amended and Restated
Plan as it deems equitable; provided, however, that in the event of any
contemplated transaction which may constitute a change in control of the
Company, the Salary Committee, with the approval of a majority of the members of
the Board who are not then holding Options, may modify any and all outstanding
Options so as to accelerate, as a consequence of or in connection with such
transaction, an Optionee's right to exercise any such Option.

         C.       Each Optionee will be notified of any such adjustment and any
such adjustment, or the failure to make such adjustment, shall be binding on the
Optionee.


15.     Withholding Taxes.

        Whenever Shares are to be issued or cash paid to an Optionee upon
exercise of an Option, the Company shall have the right to require the Optionee
to remit to the Company, as a condition of exercise of the Option, an amount
sufficient to satisfy federal, state and local withholding tax requirements at
the time of exercise.


16.     Modification or Amendment of the Amended and Restated Plan.

        The Amended and Restated Plan may at any time or from time to time be
modified or amended by the affirmative votes of a majority of the Shares
present, or represented, and entitled to vote at a meeting of the Company's
shareowners. The Board or the Executive Committee of the Board may at any time
and from time to time modify or amend the Amended and Restated Plan in any
respect, or terminate the Amended and Restated Plan, except that, without
shareowner approval the Board or the Executive Committee of the Board may not
(a) materially increase the benefits accruing to participants under the Amended
and Restated Plan, (b) materially increase the number of Shares which may be
issued under


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the Amended and Restated Plan, or (c) materially modify the requirements as to
eligibility for participation in the Amended and Restated Plan. The termination,
modification or amendment of the Amended and Restated Plan shall not, without
the consent of an Optionee, affect the Optionee's rights under an Option
previously granted. With the consent of the Optionee, the Board or the Executive
Committee of the Board may amend outstanding Options in a manner not
inconsistent with the Amended and Restated Plan.


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