EXHIBIT 10.19(1)


                                AMENDMENT NO. 1

                                    TO THE

                      UPS QUALIFIED STOCK OWNERSHIP PLAN

                              AND TRUST AGREEMENT

                       (Effective as of January 1, 1998)


     WHEREAS, United Parcel Service of America, Inc. and certain of its
affiliated companies established the UPS Qualified Stock Ownership Plan and
Trust ("Plan") effective as of January 1, 1998 to provide their eligible
employees with a matching contribution invested in the common stock of UPS ("UPS
Stock") and to permit eligible employees to transfer amounts from the UPS
Savings Plan to the Plan for the purpose of investing in UPS Stock; and

     WHEREAS, it is desired to amend the Plan to correct a scrivener's error and
to limit transfers from the UPS Savings Plan to the Plan in the case where an
eligible employee's investment in the Plan would exceed twenty percent of the
aggregate amount in such eligible employee's combined accounts under the Plan
and the UPS Savings Plan.

     NOW THEREFORE, pursuant to the authority vested in the Board of Directors
by Section 12.1 of the Plan, the UPS Qualified Stock Ownership Plan is hereby
amended as follows:

     1.  Section 3.1 hereby is amended in its entirety to read as follows
effective as of March 17, 1999:

     Section 3.1  Transfers From Savings Plan.  A participant in the Savings
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     Plan may transfer an amount from his or her individual accounts under the
     Savings Plan to this Plan in accordance with transfer procedures
     established by the Committee and subject to the limitations set forth in
     Section 8.12.

     Any amounts transferred to this Plan pursuant to this Section 3.1 will be
     credited to the Participant's Savings Plan Account that corresponds to the
     subaccount under the Savings Plan from which the amount was transferred.

     2.  The last sentence of Section 8.12 hereby is amended effective as of
January 1, 1998 to read as follows in order to correct a scrivener's error:

     A Participant may not make a Transfer from the Savings Plan to this Plan
     during the one year period beginning on the date of the most recent cash
     withdrawal under Section 8.7 or transfer from this Plan to the Savings
     Plan; provided, however, that the one year restriction will not apply if
     the Participant requests a distribution following a Separation from
     Service.


     3.  Section 8.12 hereby is amended in its entirety effective as of March
15, 1999 to read as follows:

     Section 8.12 Transfers to this Plan.
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     (a) General Rule.  Except as provided in Section 8.12(b), a Participant may
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     not make a Transfer from the Savings Plan to this Plan (1) during the one
     year period beginning on the date of the most recent cash withdrawal under
     Section 8.7 or transfer from this Plan to the Savings Plan ("one year
     restriction") or (2) to the extent that the amount transferred from the
     Savings Plan would cause the balance credited to his or her Account to
     exceed twenty percent of the aggregate balance credited to his or her
     Account and to his or her accounts under the Savings Plan ("Twenty Percent
     Limitation").  For purposes of determining the Twenty Percent Limitation,
     the balance credited to an Account and to the accounts under the Savings
     Plan will be determined immediately following the transfer as if the
     transfer to this Plan were allocated then instead of at the end of the
     Accounting Period.

     If a participant in the Savings Plan attempts to transfer an amount from
     the Savings Plan that would cause the balance credited to the Participant's
     Account to exceed the Twenty Percent Limitation, the Trustee only will
     accept the transfer of such amount that once transferred would not cause
     the Account to exceed the Twenty Percent Limitation.  The Trustee will
     reject the transfer of any amount that would, if transferred, cause the
     Account to exceed the Twenty Percent Limitation and send the excess amount
     back to the Savings Plan.

     (b) Transfer in Connection with a Distribution upon a Separation from
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     Service.  In no event shall the one year limitation or the Twenty Percent
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     Limitation on transfers set forth in Section 8.12(a) apply if the
     Participant requests a distribution following a Separation from Service.



     IN WITNESS WHEREOF, United Parcel Service of America, Inc. based upon
action by its Board of Directors on the 15th day of March, 1999, has caused
this Amendment No. 1 to be executed.


ATTEST:                             UNITED PARCEL SERVICE OF
                                    AMERICA, INC.

/s/ Joseph R. Moderow               /s/ James P. Kelly
______________________              _________________________
Secretary                           Chairman