U.S. SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549


                      FORM 10-QSB



[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 
     For the quarterly period ended June 30, 1996  


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 
     For the transition period ended          to         


       Commission File Number: 33-30123-A

          GENERAL PARCEL SERVICE, INC.
(Exact name of small business issuer in its charter)



State of Florida                        59-2576629

(State or other jurisdiction of     (I.R.S. Employer
 incorporation or organization)     Identification No.)

 
           8923 Western Way, Suite 22,
             Jacksonville, FL 32256    

    (Address of principal executive offices)

                (904) 363-0089    

         (Issuer's telephone number)


Check whether issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the
past 90 days. Yes X   No   

There were 3,758,671 shares of the Company's common stock
outstanding as of August 9, 1996.




   GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY

                   FORM 10-QSB

                      INDEX



PART I.	FINANCIAL INFORMATION	     			Page Number

Item 1
- ------

Consolidated Balance Sheets as of 
June 30, 1996 and December 31, 1995 . . . . 2

Consolidated Statements of Earnings
for the three months ended June 30, 1996
and 1995 and for the six months ended 
June 30, 1996 and 1995  . . . . . . . . . . 3

Consolidated Statements of Cash Flows 
for the three months ended June 30, 
1996 and 1995 . . . . . . . . . . . . . . . 4

Notes to Consolidated Financial 
Statements  . . . . . . . . . . . . . . . . 5

Item 2
- ------

Management's Discussion and Analysis 
of Financial Condition and Results 
of Operations . . . . . . . . . . . . . . . 6



PART II.	OTHER INFORMATION. . . . . . . . .12

Item 4
- ------
Submission of Matters to a 
Vote of Security Holders

Item 6  
- ------
Exhibits and Reports on Form 8-K

(A) 	Reports on Form 8-K 	 

(B) 	Exhibits: 	 
	 	 	Exhibit 10, Material Contracts  	 
	 	 	Exhibit 27, Financial Data Schedule  	 

			


GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

                                      	

                                    	 	  June 30,  	 	 	December 31, 
                                       	 	 1996       	 	 	 1995 
                                      --------------   --------------
                                     	 	(Unaudited) 	 	 	 

ASSETS 	 	 	 	 	 

Current assets: 	 	 	 	 	 
                                                
 Cash                               	$       	8,589  	$       	6,739  
 Accounts receivable
  (net of allowance for doubtful	
  accounts of $7,546 and $7,846 at 
  June 30, 1996 and December 31,
  1995 respectively)                   	 	2,077,848  	    	2,068,975  
  Other current assets                   	 	406,606     	 	 	380,090  
                                       -------------    -------------
        Total current assets  	          	2,493,043   	 	 	2,455,804  
                                       -------------    -------------

Long term assets: 	 	 	 	 	 
  Equipment, at net book value         	 	6,991,095   	 	 	7,593,626  
  Goodwill                               	 	980,444   	 	 	1,015,784  
  Other assets                           	 	187,251     	 	 	187,251  
                                       -------------    -------------
        Total long term assets  	        	8,158,790   	 	 	8,796,661  
                                       -------------    -------------
                                         	 	 	 	 	 
        Total assets                	$  	10,651,833  	$  	11,252,465  
                                       =============    =============
 	 	 	 	 	 


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  	 	 	 	 	 

Current liabilities: 	 	 	 	 	 
                                                
 Short term borrowings              	$   	1,562,689  	$    1,599,000  
 Current obligations under 
  capital leases 	                         	886,135  	 	    	860,309  
 Current maturities of  
  long-term debt 	                         	333,540  	    	 	518,842  
 Accounts payable                      	 	1,926,726   	 	 	1,953,468  
 Accrued expenses and other  
  current liabilities                    	 	815,986         	738,404  
                                       -------------    -------------
     Total current liabilities      	    	5,525,076   	 	 	5,670,023  
                                       -------------    ------------- 
 	 	 	 	 	 
Long term liabilities: 	 	 	 	 	 
 Long-term obligations under 
  capital leases                         	1,296,853        1,605,802  
  Long-term debt                         	 	755,646   	 	 	3,910,808  
  Convertible debentures                 	 	300,000     	 	 	300,000  
                                        ------------     ------------
     Total long term liabilities       	 	2,352,499  	    	5,816,610  
                                        ------------     ------------
 	 	 	 	 	 
     Total liabilities                 	 	7,877,575  	 	 	11,486,633  
                                        ------------     ------------

Commitments and contingencies 	 	 	 	 	 

Stockholders' equity (deficit): 	 	 	 	 	 
 Preferred stock, $.01 par value, 
  500,000 shares authorized,
  280,000 issued and outstanding
  at June 30, 1996, 100,000 issued
  and outstanding at December 31,
  1995, liquidation preference
  $7,000,000.                               	 	2,800      	 	 	1,000  
 Common stock, $.01 par value,
  10,000,000 shares authorized,  	
  3,758,671 shares issued and
  outstanding at June 30, 1996  	
  and December 31, 1995.                   	 	37,586     	 	 	37,586  
 Additional paid-in capital            	 	17,887,855   	 	13,389,655  
 Deficit                              	 	(15,153,983) 	 	(13,662,409) 
                                        -------------   -------------
     Total stockholders'
      equity (deficit)                  	 	2,774,258       	(234,168) 
                                        -------------   -------------
 	 	 	 	 	 
     Total liabilities and
      stockholders' equity
      (deficit)                     	$   	10,651,833  	$ 	11,252,465  
                                        =============   =============

					    
                    Read accompanying notes.


GENERAL PARCEL SERVICE, INC. AND  SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

					    
                             						 Three months ended June 30, 	   Six months ended June 30, 
                                  	  	 1996 	 	         1995 	      	 1996         	 	1995 
                                  -------------    -------------  ------------   -------------
                                                                     
Revenue                          	$ 	5,600,322    	$ 	4,853,489  	$	11,383,993  	$ 	9,916,819  

Operating expenses 	 	 	 	 	 	 	 	 
 Operations salaries
  & benefits                      	 	2,990,557     	 	2,800,797    		6,048,689  	  	5,337,489  
 Fuel                               	 	408,388       	 	302,760     	 	763,888  	 	   590,319  
 Equipment rental                  	   	20,359        	 	15,800      	 	49,449  	     	24,499  
 Insurance 	                          	348,681       	 	524,980     	 	712,846  	 	   973,980  
 Tires & maintenance 	                	221,061       	 	182,803     	 	421,075  		    356,988  
 Depreciation & amortization 	 	       418,833       	 	438,065     	 	833,112  	 	   848,698  
 Facilities expense 	 	                374,128  	 	     306,574  	 	   726,773  		    638,162  
 Terminal expense 	 	                   51,684  	 	      79,308  	 	   105,594  	 	   135,362  
 Purchased transportation 	 	           95,835  	 	      66,556  	 	   193,993  		    120,282  
 Other operating costs 	 	              71,836  	 	      56,515  	 	   133,619  		     95,765  
 Selling and administrative 
  expense 	                         	1,306,064       	 	940,458    		2,369,594  	 	 1,652,306  
                                    -----------      -----------    -----------    ----------- 
Total operating expense 	           	6,307,426  	    	5,714,616   		12,358,632  	 	10,773,850  
                                    -----------      -----------    -----------    -----------

Operating income (loss)            	 	(707,104)     	 	(861,127)   	 	(974,639) 		   (857,031) 

Interest expense 	                   	(135,155)     	 	(203,180)  	  	(341,935) 	   	(355,253) 
                                    -----------      -----------    -----------    -----------
 	 	 	 	 	 	 	 	 
Net income (loss)                  	 	(842,259)   	 	(1,064,307)  		(1,316,574) 	 	(1,212,284) 

Preferred stock 
 dividend requirement               	 	(65,624)        	(43,750)    		(159,029) 	  	  (87,500) 
                                    -----------      -----------    -----------    -----------

Earnings available to
 common shareholders             	$ 	 (907,883) 	  $ (1,108,057) 	$ (1,475,603) 	$	(1,299,784) 
                                    ===========      ===========    ===========    ===========

Net Income (loss) per
 common share (primary 
 and fully diluted)              	$     	(0.24)   	$     	(0.29) 	$     	(0.39) 	$     	(0.35) 
                                    ===========      ===========    ===========    ===========

Weighted average 
 number of common 	 	 	 	 	 	 	 	 
 shares outstanding               	 	3,758,671      	 3,758,671 	   	3,758,671  		  3,758,671  
                                    ===========      ===========    ===========    ==========


                                      Read accompanying notes.


GENERAL PARCEL SERVICE, INC. AND  SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash 
(Unaudited)

			                                                             
            	                             	         Six Months Ended June 30, 
                                                  	 	 1996       	 	 	 1995 
                                                  -------------    -------------
                                                             
Cash flows (used in) provided 
 by operating activities: 	 	 	 	 	 
  Net loss                                       	$ (1,316,574)   	$ (1,212,284) 
                                                   ------------     ------------
   Adjustments to reconcile net loss to cash 	 	 	 	 	                          
    (used in) provided by operating activities: 	 	 	 	                          	 
     Loss on disposal of fixed assets 	                 	1,307  	      	 	2,718  
     Depreciation and amortization 	                  	926,434     	 	 	878,695  
   Changes in assets and liabilities: 	                                        	 	 	 	 
    Increase in accounts receivable                  	 	(8,873)   	 	 	(238,760) 
    Decrease (increase) in other current assets     	 	(26,516)       	 	48,008  
    Increase in other assets                         	 	-- 	 	          	(5,326) 
    Increase in accounts payable 	                    	347,302  	    	 	280,402  
    Increase (decrease) in accrued expenses          	 	77,582          (28,764) 
                                                   ------------     ------------ 
          Total adjustments 	                       	1,317,236     	 	 	936,973  
                                                   ------------     ------------
            Net cash (used in) provided 
             by operating activities                    	 	662    	 	 	(275,311) 
                                                   ------------     ------------
 	 	 	 	 	 
Cash flows for investing activities: 	 	 	 	 	 
 Business combination 	                         	       --          	 	(151,674) 
 Proceeds from disposal of equipment 	                  	4,500   	  	    --   
 Purchase of equipment 	                             	(226,337) 	   	 	(473,573) 
                                                   ------------     ------------
            Net cash used in 
             investing activities 	                  	(221,837)   	 	 	(625,247) 
                                                   ------------     ------------
 	 	 	 	 	 
Cash flows from financing activities: 	 	 	 	 	 
 Proceeds from issuance of preferred stock 	        	4,500,000          	--    
 Dividends paid on preferred stock                 	 	(175,000)   	 	 	(175,000) 
 Repayment of long-term debt                     	 	(3,340,464)   	 	 	(346,801) 
 Increase in long-term debt                         	  	-- 	 	       	3,000,000  
 Principal payments under capital 
  lease obligations 	                                	(351,156)   	 	 	(525,789) 
 Repayment of short-term debt                    	 	(2,058,689) 	 	 	(2,500,000) 
 Increase in short-term borrowings                	 	2,022,378   	 	 	1,400,000
 Increase (decrease) in bank overdraft             	 	(374,044) 	     	 	48,333
                                                   ------------     ------------
             Net cash provided by 
              financing activities 	                  	223,025  	    	 	900,743  
                                                   ------------     ------------
 	 	 	 	 	 

Increase (decrease) in cash and cash
 equivalents                                          	 	1,850  	 	        	185  
Cash and cash equivalents, beginning of period 	        	6,739           	5,575  
                                                   ------------     ------------
Cash and cash equivalents, end of period         	$     	8,589  	 	$     	5,760  
                                                   ============     ============
 	 	 	 	 	 
Supplemental cash flow data 	 	 	 	 	 
 Cash paid during the period for interest        	$   	354,699  	 	$   	319,825  
                                                   ============     ============
 	 	 	 	 	 
Supplemental schedule of noncash investing and 	 	 	 	 	 
 financing activities 	 	 	 	 	 
   Capital lease and notes payable obligations 	 	 	 	 	 
    incurred for new vehicles and equipment      	$ 	   68,033    	$   	461,874  
                                                   ============     ============
   Business combination 	 	 	 	 	 
    Fair value of assets acquired                	$ 	   -- 	      	$ 	1,408,670  
    Fair value of liabilities assumed               	 	 -- 	 	      	(1,256,996) 
                                                   ------------     ------------
    Net cash payments                            	$   	 -- 	      	$   	151,674  
                                                   ============     ============
                        				

				      

                           Read accompanying notes

GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements

The information presented herein as of June 30, 1996, and for
the three months and six months ended June 30, 1996 and 1995, is
unaudited.  The December 31, 1995, balance sheet data was
derived from audited financial statements, but does not include
all disclosures required by generally accepted accounting
principles.

1.  Summary of Significant Accounting Policies

Management's Representation
- ---------------------------

In the opinion of management, all adjustments necessary for a
fair presentation of such consolidated financial statements are
reflected in the interim periods presented.  Such adjustments
consisted of normal recurring items.  Interim results are not
necessarily indicative of results for a full year.

The consolidated financial statements and notes are presented as
permitted by Form 10-QSB and do not contain certain information
included in the annual consolidated financial statements and
notes of General Parcel Service, Inc. (the "Company").

Net Loss per Common Share
- -------------------------

Net loss applicable to common share is based on the weighted
average number of shares outstanding during the periods
reported. Any assumption of conversion of common stock
equivalents, such as options and warrants, is anti-dilutive and
has not been considered in determining net loss per share or the
weighted average number of shares outstanding.

Preferred Stock
- ---------------

On February 28, 1996, the Board of Directors amended the
Articles of Incorporation to provide for 300,000 shares of Class
A, Series 2 Cumulative Preferred Stock  ("Series 2 Preferred"). 
On March 4, 1996, 120,000 shares were sold for a total price of
$3,000,000 to an Affiliate of the Company's Chairman.  Proceeds
from the sale were used to retire $3,000,000 of bank debt. On
June 25, 1996, 60,000 shares were sold at a total price of
$1,500,000 to the same Affiliate of the Company's Chairman. 
Proceeds from the June 25, 1966 sale were used to retire
$500,000 of short term debt and to fund working capital
requirements. The Series 2 Preferred shares are non-voting and
generally provide for a conversion into common stock at a rate
of $2.50 per share, and provide for a cumulative dividend of
$1.75 per annum, paid quarterly.  At June 30, 1996, the Company
had preferred stock dividends in arrears of $155,807.


GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
Item 2.  Management's Discussion and Analysis of 
Financial Condition and Results of Operations

The following discussion should be read in conjunction with the
Consolidated Financial Statements including the footnotes and is
qualified in its entirety by the foregoing and other more
detailed financial information appearing elsewhere herein. 
Historical results of operations and the percentage
relationships among any amounts included in the Consolidated
Statements of Earnings, and any trends which may appear to be
inferable therefrom, should not be taken as being necessarily
indicative of trends in operations or results of operations for
any future periods.

Liquidity and Capital Resources
- -------------------------------

Except for the year ending December 31, 1993, the Company has
experienced negative annual operating cash flows since its
inception.  Expansion of operations and operating losses since
inception have been funded from six major sources:  1) private
placements of restricted shares of common and preferred stock to
its principal shareholders, 2) proceeds from its initial public
offering of common stock in November, 1989, 3) installment loans
and leases from third party lenders collateralized by equipment
acquired to support business growth, 4) a bank line of credit
collateralized by accounts receivable and stock owned by a major
shareholder and his affiliates, 5) short term borrowings from
banks and shareholders, 6) debt issued and liabilities assumed
in connection with the acquisition of the assets of  Transit
Express of Charlotte, Inc. ("TE").

As of  June 30, 1996, the Company had raised net equity capital
of $8,145,052 from private placements of restricted common
shares, $6,917,489 from private placements of preferred stock,
$2,715,700 from its initial public offering of November 2, 1989,
and $150,000 from the sale of unrestricted common shares.  When
combined with cumulative operating losses since inception of
$14,803,984 and $350,000 of dividends paid on preferred stock,
the Company's net stockholders' equity as of June 30, 1996, was
$2,774,258.  The Company issued $4,500,000 of preferred stock on
March 5, 1996, but has issued no restricted common stock in 1996.

As of June 30, 1996, the Company was contractually obligated to
repay $4,834,863 of indebtedness to equipment lessors, banks and
other secured lenders and $300,000 to holders of its convertible
debentures.  In addition, the Company owed $1,926,726 to
suppliers of goods and services necessary for the conduct of
ongoing business including amounts represented by issued and
outstanding checks, and had accrued salaries and other expenses
of $815,986 which were unpaid at June 30, 1996.

Cash provided by operations during the six months ended June 30,
1996 was $662 as compared to cash used in operations for the
first six months of 1995 of $275,311.  The net cash provided by
operations resulted primarily from the non-cash expense of
depreciation and amortization, and an increase in accounts
payable and accrued expenses.  These were partially offset by
the net loss, an increase in accounts receivable and a decrease
in other current assets.  The Company's cash balance increased
by $1,850 during the first six months of 1996.  

The Company decreased its borrowings under its bank lines of
credit by $3,036,311 during the first six months of 1996.  The
Company repaid its $3,000,000 bank term loan and reduced amounts
borrowed under its revolving line of credit agreement by a net
amount of $36.311.   

The revolving line of credit agreement provides for interest
payable monthly for advances of $1,000,000 or greater at the
lower interest of the thirty day LIBOR rate plus .75% or the
Bank's prime interest rate less .75% and for all other advances
at the Bank's prime interest rate less .75%.  The revolving
credit agreement is collateralized by the Company's accounts
receivable and certain stock certificates pledged by the
Company's Chairman.  As of December 31, 1995, the Company had
borrowed $1,599,000 against the line of credit and had
$1,101,000 of credit available.  As of June 30, 1996, the
Company has borrowed $1,562,689 against the $2,750,000 line of
credit.

Management's estimates of cash requirements to fund operating
losses and debt service are substantial.  All of these factors
raise the question as to whether the Company will continue to
operate as a going concern.  While revenues continue to increase
and expense containment measures have been instituted,
management is nonetheless pursuing several strategies for
raising additional resources through debt or equity transactions.

Management believes, but can offer no assurances, that it can
improve operating performance and cash flows through the
following measures:

*	A large portion of the Company's expenses since
inception have been related to efforts to develop 	
its marketing, distribution and service network. The
Company has developed extensive 	distribution networks in
Florida, Atlanta, Georgia, and Charlotte, North 
Carolina.  In January, 1996. the Company opened a terminal in
Greensboro, North Carolina 	to service existing customers in
the Greensboro, Winston Salem, Durham and Raleigh areas.

In June, 1996, the Company began an aggressive expansion into
South Carolina and areas no		previously served in North
Carolina to fill the void created when another carrier ceased
operations.  This carrier had serviced in the Carolinas many
of the customers that the 	Company 	serves in Florida and Georgia.
Management believes that the revenues which 	will be generated 
by extending the Company's service area for present customers and 
those additional customers it will attract will exceed the cost
of providing such service and will contribute to the absorption
of overhead.  To 	service these new areas the Company	has opened 
new terminals in the North Carolina cities 	of Asheville,
Fayetteville, Raleigh and Wilmington, relocated to a larger 
Charlotte, North 	Carolina terminal and opened new 
terminals in the South Carolina cities of Charleston,
Columbia, Greenville and Florence. 	

* Management has reassessed the operating practices at
each of its terminals and has instituted a number of changes 
directed towards cost containment including elimination of 
unprofitable delivery routes.  Route planning computer hardware 
and software has been purchased to analyze and redesign the 
routing structure of each city. The equipment went 
operational in July  and the city by city analysis has begun. 
Management expects to be able to reduce costs through eliminating 
routes.  

Strict accountability over all costs is being implemented at all 
locations through budgetary controls and improved reporting of 
actual operating results to operations managers.

*The Board of Directors has engaged KPMG BayMark Capital
LLC ("BayMark") to render certain financial advisory and 
investment banking services to the Company.  Under the 
terms of the engagement, BayMark will familiarize itself to the
extent it deems appropriate and feasible with the business, 
operations, properties, financial condition and prospects 
of the Company and will advise and assist the Company in
identifying and/or evaluating various strategic or financial 
alternatives that may be available to the Company to 
enhance shareholder value.  Among the alternatives which may be
available to the Company are an acquisition of all or a 
significant portion of the assets or equity securities 
of another corporation or business entity; a sale of the
Company or significant portion of its equity securities, 
assets or businesses to one or more third parties; 
a recapitalization or restructuring of the Company; 
repurchases by the Company of its common stock 
or other securities; a public or private sale of additional
equity or debt securities of the Company; or such other 
form of transaction that BayMark believes may be of possible 
interest to the Company.

*Should the Company not obtain additional funding through 
the efforts of BayMark and not be able to provide cash for 
its operations to fund operations losses or debt service, 
it will rely on the commitment of one of its major shareholders
to fund losses of the Company through December 31, 1996.

Financial Condition
- -------------------

As of June 30, 1996, the Company's working capital deficit
(current liabilities less current assets) was $3,032,033, which
was a decrease of $182,186 from the $3,214,219 working capital
deficit at December 31, 1995.  Total current assets of
$2,493,043 included cash of $8,589, accounts receivable of
$2,077,848, prepaid insurance premiums and deposits of $54,229,
inventories of tires, parts, uniforms and supplies of $218,405,
other prepaid expenses of $52,010 and other assets of $81,963.  

Current liabilities of $5,525,075 included current obligations
under leases and other lending agreements of $2,482,364, amounts
owed to trade creditors of $1,926,726, including amounts
represented by issued and outstanding checks, and other accrued
expenses of $815,986.

Total assets as of June 30, 1996, decreased by $600,632 (or
5.3%) during the six months ended June 30, 1996 to $10,651,833.
Accounts receivable increased by $8,873 (or 0.4%) during the six
months ended June 30, 1996 to $2,077,848.  The number of weeks
sales in outstanding receivables was 4.7 at June 30, 1996,
compared to 5.2 at December 31, 1995.  Other current assets of
$406,606 increased by $26,516 (or 7.0%). 

The net book value of equipment decreased by $602,531 (or 7.9%)
to $6,991,095 during the six months ended June 30, 1996 as a
result of depreciation of $833,112 and disposals of $5,805
exceeding additions of $236,386.  The additions included $68,033
for four new delivery vans,  $37,056 for life-extending
equipment repairs, $32,428 for terminal equipment and $98,869
for computers and other office equipment.

Total liabilities of $7,877,575 decreased by $3,609,058 (or
31.4%) during the six months ended June 30, 1996.  This resulted
primarily from a decrease in total bank and other debt by
$3,376,775 (or 56.0%) to $2,651,875, a decrease in accounts
payable by $26,742 (or 1.4%) to $1,926,726, an increase in
accrued expenses of $77,582 (or 10.5%) to $815,986 and a
decrease in obligations under capital leases of $283,123 (or
11.5%).

Capital lease obligations of $2,189,988 decreased during the six
months ended June 30, 1996 as a result of $351,156 of scheduled
principal payments in excess of $68,033 of new additions.  The
additions to capitalized leases were for four new delivery vans.
Long term debt of $1,089,186 decreased $3,340,464 (or 75.4%) as
a result of repayment of the $3,000,000 term loan and $127,172
of scheduled principal payments.  Short-term borrowings
decreased by $36,311 to $1,562,689 (or 2.3%) as a result of a
repayment of $1,500,000 of short term borrowings with proceeds 
from the sale of  preferred stock and net increases of
$1,463,689 to fund operations, service debt and pay lease
payments.

The Company's stockholders' equity increased during six months
ended June 30, 1996 by $3,008,426 to $2,774,258 at June 30,
1996, as a result of the sale of $4,500,000 of preferred stock
and was reduced by the net loss for the period and the payment
of a $175,000 dividend on the Company's preferred stock.  

Results of Operations
- ---------------------

The Company's net loss for the six months ended June 30, 1995
was $1,316,574 compared to a net loss of $1,212,284 for the same
period of 1995. For the quarter ended June 30, 1996 the loss
was $842,259 compared to a net loss of $1,064,307 for the same
period of 1995. Revenue for the six months ended June 30, 1996, was
$11,383,993 representing an increase of $1,467,174 (or 14.8%)
over revenue for the same period of 1995.  Revenue for the three
months ended June 30, 1996, was $5,600,322 representing an
increase of $746,833 (or 15.4%) from revenue for the same period
of 1995.  

Total operating expenses (excluding interest expense) were
$12,358,632 for the first six months of 1996 and $6,307,426 for
the second quarter of 1996.  For the first six months of 1996,
total operating expenses increased $1,584,782 (or 14.7%)
compared to those expenses for the first six months of 1995. For
the second quarter of 1996, total operating expenses were
$6,307,426, an increase of $592,810 (or 10.4%) over the second
quarter of 1995. The operating ratio (total operating expenses 
as a percentage of revenue),  was 108.6% for the six months
ended June 30, 1996 and for the six months ended June 30, 1995,
and 112.6% for the quarter ended June 30, 1996, compared to
117.7% for the quarter ended June 30, 1995.

Operating salaries and benefits at $6,048,689 increased by
$711,200 (or 13.3%) for the first six months of 1996, and were
53.1% of revenue compared to 53.8% for the first six months of
1995.  For the second quarter of 1996, operating salaries and
benefits were $2,990,557, an increase of $189,760 (or 6.8%)  
over those for the second quarter of 1995.  Operating salaries 
and benefits were 53.4% of revenue for the second quarter of 1996 
compared to 57.7% for the second quarter of 1995. 

Fuel costs at $763,888 increased by $173,569 from the first six
months of 1995 level of $590,319 and were 6.7% of revenue for
the six months ended June 30, 1996, compared to 6.0% for the
first six months of 1995.  For the second quarter of  1995, fuel
costs were $302,760.  They increased in the quarter ended June
30, 1996, $105,628 from the second quarter 1995 level of 6.2% of
revenue to reach 7.3% of revenue. These increases resulted
primarily from increases in the price of fuel.

Insurance costs decreased by $261,134 to $712,846 (or 6.3%) of
revenue in the first six months of 1996 as compared to $973,980 (or
9.8%) of the first six months of 1995 revenue.  Insurance costs
decreased by $176,299 to $348,681 or (6.3%) of revenue in the second
quarter of 1996 as compared to $524,980 (or 10.8%) of second
quarter 1995 revenue.  

Tires and maintenance expense at $421,075 increased by $64,087
from the first six months 1995 level and represented 3.7% of
revenue compared to 3.6% in the first six months of 1995.  Tires
and maintenance expense at $221,061 increased by $38,258 from
the second quarter 1995 level and represented 3.9% of revenue in
the second quarter of 1996, up from 3.8% for  the same 1995 
quarter.

The fixed components of operating cost (depreciation and
amortization, facilities and terminal expense) decreased in the
first six months of 1996 over the first six months of 1995.
Depreciation and amortization was $833,112, a decrease of
$15,586 (or 1.8%) from the first six months of 1995, and was
7.3% of revenue in the first six months of 1996 as compared to
8.6% in the same period of 1995. Depreciation and amortization
was $418,833, a decrease of $19,232 (or 4.4%) from the second
quarter of 1995, and was 7.5% of revenue in the second quarter
of 1996 as compared to 9.0% in the same period of 1995.

Facilities expense (rent plus utilities) at $726,773 increased
by $88,611 (or 13.9%) and was 6.4% of revenue in the first six
months of both 1996 and 1995.  Facilities expense (rent plus
utilities) at $374,128 increased by $67,554 (or 22.0%) and was
6.7% of second quarter 1996 revenue versus 6.3% in the second
quarter of 1995.  Terminal expense decreased by $28,678 and
$27,624 to $105,574 and $51,684 for the six months and quarter
ended June 30, 1995.

Purchased transportation, which includes amounts paid to
trucking companies to bring packages from customers' distribution
points outside the Company's geographical operating area to the
Company's terminals for delivery has increased  to $193,993 and
$95,835 for the six months and quarter ended June 30, 1996, from
$120,282 for the six months ended June 30, 1995 and $66,556 for
the quarter ended June 30, 1995. 

Selling and administrative expense at $2,369,574 was 43.4%
higher than the first six months 1995 level and increased as a
percentage of revenue from 16.7% in the 1995 first six months to
20.8% in the 1996 first six months. For the second quarter of
1996, selling and administrative expense were $1,306,064, an
increase of $385,606 (or 38.9%) over those for the second
quarter 1995 and increased as a percentage of revenue from 19.4%
in the 1995 second quarter to 23.3% in the 1996 second quarter.
The increases relate primarily to additional personnel costs,
legal expenses associated with the UPS litigation and additional
taxes and licenses.

The Company's operating loss for the six months ended June 30,
1996 was $974,639 compared to an operating loss of $857,031 for
the six months ended June 30, 1995. Its operating loss for the
quarter ended June 30, 1996 was $707,104 compared to an
operating loss of $861,127 for the quarter ended June 30, 1995. 

Interest expense for the first six months of 1996 was $341,935,
which was a decrease of $13,318 from the interest expense for
the first six months of 1995. Interest expense for the second
quarter of 1996 was $135,155. This amount was $68,025 below the
interest expense for the quarter ended June 30, 1995.


GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY

				     Part II - Other Information

Item 4.  Submission of Matters to a Vote of Security Holders

At its Annual Meeting on June 6, 1996, the Company's
Shareholders:

	a) ratified the appointment by the Board of Directors of
Grenadier, Collins, Mencke & Howard, LLP as independent
public accountants for the fiscal year ending 
December 31, 1996, and 

	b) elected seven directors as follows:

T. Wayne Davis
Chairman of the Board	of Directors

E. Hoke Smith
Director, President and Chief Executive Officer

J. Ray Gatlin
Director    

Drue B. Linton
Director

Steven C. Koegler
Director, Legal Counsel

Terry Coleman
Director

Gayle Smith
Director, Executive Vice President and 
Chief Operating Officer

Item 6.  Exhibits and Reports on Form 8-K

	Reports on Form 8-k:

The Company filed a Form 8-K dated June 25, 1996,
reporting that on June 25, 1996 an affiliate of the 
Chairman of the Board of the Company purchased 
$1,500,000 of the Class A, Series 2 Cumulative Convertible
Preferred Stock of the	corporation.

	Exhibits:

Exhibit 10.1 - Lease Agreement governing GPS's terminal in
Columbia, South Carolina dated May 31, 1996 between GPS and	
Angor.a Columbia Enterprises.                                            .

Exhibit 10.2 - Assignment of Lease Agreement governing GPS's
terminal in Greensboro, North Carolina dated June 13, 1996
between GPS, ABF Freight System, Inc., Bob G. Gibson and Defco Company.

Exhibit 10.3 - Lease Agreement governing GPS's terminal in
Greenville, South Carolina dated June 20, 1996 between GPS
and Real Estate Partners.

Exhibit 10.4 - Lease Agreement governing GPS's terminal in
Ashville, North Carolina dated July 8, 1996 between GPS and
J. C. Swicegood, Jr.    
                                       .
Exhibit 10.5 - Lease Agreement governing GPS's terminal in
Fayetteville, North Carolina dated July 1, 1996 between GPS
and Eugene and Jean G. Hair.

Exhibit 10.6 - Termination of  Lease Agreement governing GPS's
terminal in Charlotte, North Carolina dated June 24, 1996 
between GPS and Lincoln National Life Insurance Company. 

Exhibit 10.7 - Lease Agreement governing GPS's terminal in
Charlotte, North Carolina dated July 30, 1996 between GPS
and Lincoln National Life Insurance Company. 		        

Exhibit 10.8 - Lease Agreement governing GPS's terminal in
Charleston, South Carolina dated July 9, 1996 between GPS 
and J. P. Gaillard, ET AL.

Exhibit 10.9 - Lease Agreement governing GPS's terminal in
Raleigh, North Carolina dated July 9, 1996 between GPS and 
Parker-Raleigh Development I, Limited Partnership.

Exhibit 27   - Financial Data Schedule


Signatures

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

General Parcel Service, Inc.



Date:  August 15, 1996

By (Signed)
- ------------------
E. Hoke Smith, Jr.
President and Chief Executive Officer


By:  (Signed)
- ------------------
Wayne N. Nellums
Vice President, Chief Financial Officer