EXHIBIT F TO THE
CREDIT AGREEMENT


	FORM OF INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT


		This INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated 
as of May 7, 1997, among UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware 
corporation (the "Company"), and UNITED PARCEL SERVICE, INC., a New York 
corporation, UNITED PARCEL SERVICE, INC., an Ohio corporation, and UNITED 
PARCEL SERVICE CO., a Delaware corporation (each, a "Guarantor" and 
collectively, the "Guarantors").

		Pursuant to the Amended and Restated Credit Agreement (364-Day 
Facility) dated as of May 7, 1997 (the "Credit Agreement"; terms defined 
therein unless otherwise defined herein being used herein as therein 
defined) among the Company, the Lenders parties thereto, Citicorp 
Securities, Inc. and NationsBanc Capital Markets, Inc., as Co-Arrangers, 
NationsBank, N.A. (South), as Documentation Agent, and Citibank, N.A., as 
Administrative Agent (the "Administrative Agent") for the Lenders, the 
Lenders have agreed to make certain Advances to the Company.  Pursuant to 
the Guaranty (364-Day Facility) dated as of May 7, 1997 (the "Guaranty") 
made by the Guarantors in favor of the Administrative Agent on behalf of 
the Lenders, the Guarantors have guaranteed the Guaranteed Obligations (as 
defined in the Guaranty), including repayment of Advances and the other 
obligations of the Company under the Credit Agreement.

		The Company and the Guarantors desire to enter into the 
indemnification, subrogation and contribution agreements set forth below 
with respect to the Guaranty.

		Accordingly, the Company and the Guarantors agree as follows:

		SECTION 1.  Indemnity and Subrogation.  In addition to all 
such rights of indemnity and subrogation as the Guarantors may have under 
applicable law (but subject to Section 3), the Company agrees that (a) in 
the event a payment shall be made by any Guarantor under the Guaranty, the 
Company shall indemnify such Guarantor for the full amount of such payment 
and such Guarantor shall be subrogated to the rights of the person to whom 
such payment shall have been made to the extent of such payment and (b) in 
the event any assets of any Guarantor shall be sold pursuant to any 
mortgage, security agreement or similar instrument or agreement to satisfy 
a claim of any Lender or any Agent, the Company shall indemnify such 
Guarantor in an amount equal to the greater of (i) the book value and (ii) 
the fair market value of the assets so sold.

		SECTION 2.  Contribution.  Each Guarantor agrees (subject to 
Section 3) that in the event a payment shall be made by any Guarantor under 
the Guaranty or assets of any Guarantor shall be sold pursuant to any 
mortgage, security agreement or similar instrument or agreement to satisfy 
a claim of any Lender or any Agent and such Guarantor (the "Claiming 
Guarantor") shall not have been indemnified by the Company as provided in 
Section 1, each other Guarantor (a "Contributing Guarantor") shall 
indemnify the Claiming Guarantor in an amount equal to the amount of such 
payment or the greater of (i) the book value and (ii) the fair market value 
of such assets, as the case may be, multiplied by a fraction of which the 
numerator shall be the net worth of the Contributing Guarantor on the date 
hereof and the denominator shall be the aggregate of the net worth of all 
the Guarantors on the date hereof.  Any Contributing Guarantor making any 
payment to a Claiming Guarantor pursuant to this Section 2 shall be 
subrogated to the rights of such Claiming Guarantor under Section 1 to the 
extent of such payment.

		SECTION 3.  Subordination.  Notwithstanding any provision of 
this Agreement to the contrary, all rights of the Guarantors under Sections 
1 and 2 shall be fully subordinated to the final and indefeasible payment 
and performance in full of the Guaranteed Obligations.  In furtherance of 
the foregoing, each Guarantor agrees that it will not exercise any rights 
against the Borrower under, or receive any payments in respect of amounts 
owing under, Sections 1 and 2 during the existence of an Event of Default.

		SECTION 4.  Modification and Termination.  This Agreement may 
be modified or terminated only by an instrument in writing executed by each 
of the parties hereto, and then only with the prior written consent of the 
Required Lenders; provided, however, that in the event the Guaranty of any 
Guarantor is released or terminated for any reason, the obligations and 
rights of such Guarantor hereunder shall forthwith terminate and such 
Guarantor shall cease to be a Guarantor for all purposes of this Agreement.

		SECTION 5.  Governing Law.  This Agreement shall be governed 
by, and construed in accordance with, the laws of the State of New York.

		SECTION 6.  Execution in Counterparts.  This Agreement may be 
executed in any number of counterparts and by different parties hereto in 
separate counterparts each of which when so executed shall be deemed to be 
an original and all of which taken together shall constitute one and the 
same agreement.  Delivery of an executed counterpart of a signature page to 
this Agreement by telecopier shall be effective as delivery of a manually 
executed counterpart of this Agreement.

		IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be executed by their duly authorized officers as of the day 
and year first above written.

							UNITED PARCEL SERVICE OF 	
						   AMERICA, INC.

								By 	
		Name:
		Title:


	UNITED PARCEL SERVICE, INC., a 
			New York corporation


	By 	
			Name:
			Title:


	UNITED PARCEL SERVICE, INC., 
an 		Ohio corporation


	By 
_________________________________
			Name:
			Title:


	UNITED PARCEL SERVICE CO., a 	
	Delaware corporation


	By 	
			Name:
			Title: