58443


                         CERTIFICATE OF AMENDMENT

                                    OF

                  RESTATED CERTIFICATE OF INCORPORATION

                                * * * * *


      United Parcel  Service,  Inc., a corporation  organized and existing
under  and  by  virtue  of  the  Delaware  General  Corporation  Law  (the
"Company"), DOES HEREBY CERTIFY:
       FIRST:  That  at a  meeting  of  the  Board  of  Directors  of  the
Company,  resolutions  were adopted setting forth a proposed  amendment to
the Restated  Certificate of Incorporation  of the Company,  declaring the
amendment to be advisable and  directing  that the amendment be considered
by the  Company's  shareowners  at the  Company's  next annual  meeting of
shareowners.  The  resolutions  setting  forth the proposed  amendment are
as follows:
            WHEREAS,  it is in the  best  interests  of the  Company
      and its  shareowners  for the Company to amend its Certificate
      of  Incorporation  to clarify  the  definition  of  "permitted
      transferee"   as  it  applies  to  lending   institutions   as
      provided  in the  Restated  Certificate  of  Incorporation  of
      United Parcel Service,  Inc. (the  "Amendment") as reviewed by
      the Directors of the Company;

            NOW,  THEREFORE,  BE  IT  RESOLVED,   that,  subject  to
      approval  by  the  shareowners  of the  Company,  subparagraph
      (c)(16)(i)(H)  of Article Fourth of the Company's  Certificate
      of  Incorporation   shall  be  deleted  in  its  entirety  and
      replaced with the following:

            "a lending  institution  in connection  with a pledge of
      shares by a person  who  either (1) was a holder on the Public
      Offering  Date  of the  shares  being  pledged  or (2)  was an
      employee  of the  Company  or one of its  subsidiaries  on the
      date of the  pledge  of  such  shares;  and  such  shares  are
      pledged  as bona  fide  collateral  for a loan to such  person
      provided  such  lending   institution  agrees  in  writing  to
      immediately  offer to sell such shares to the  Corporation  in
      the  event  such  lending   institution   forecloses  on  such
      shares;"

            BE  IT  FURTHER   RESOLVED,   that  the   Amendment   be
      submitted  to  the   shareowners  of  the  Company  for  their
      approval at the next annual meeting of shareowners;


            BE IT FURTHER  RESOLVED,  that,  subject to  approval by
      the   shareowners,   the  Chief   Executive   Officer  or  the
      Secretary  of the  Company  or  either  of  them,  be and such
      officers  hereby are,  authorized,  empowered  and directed to
      make and execute a  Certificate  of Amendment to the Company's
      Certificate    of    Incorporation,    which   shall   be   in
      substantially  the same form as the  Amendment,  but with such
      changes or  additions  thereto as such  officer  shall deem to
      be in the best  interests  of the  Company,  the  execution of
      the  same  containing  any such  changes  or  additions  being
      deemed  to  evidence   conclusively  the  decision  that  such
      changes or additions  are  approved and in the best  interests
      of the Company.

       SECOND:   That  thereafter,  at the annual  meeting of  shareowners
of the  Company  duly  called  and held on May 12,  2000,  upon  notice in
accordance with Section 222 of the Delaware  General  Corporation Law, the
necessary  number of shares as required by statute  were voted in favor of
the amendment.
       THIRD:   That  the   foregoing   amendment   was  duly  adopted  in
accordance  with the  provisions  of Section 242 of the  Delaware  General
Corporation Law.



       IN WITNESS  WHEREOF,  United Parcel  Service,  Inc. has caused this
certificate to be signed by Joseph R. Moderow,  its  Secretary,  this 15th
day of May, 2000.
                                    UNITED PARCEL SERVICE, INC.

                                    By:
                                    _____________________________________
                                        JOSEPH R. MODEROW, Secretary