EXHIBIT 10(u)(1)
                                                                                
                             FIRST AMENDMENT TO THE
                     UPS 1997 MANAGERS STOCK PURCHASE PLAN

     THIS FIRST AMENDMENT TO THE UPS 1997 MANAGERS STOCK PURCHASE PLAN (the
"Amendment") is made effective as of the 26th day of October, 1998 (the
"Effective Date"), by United Parcel Service of America, Inc., a corporation
organized under and doing business under the laws of the State of Delaware (the
"Company").  All capitalized terms in this Amendment have the meaning ascribed
to such term in the UPS 1997 Managers Stock Purchase Plan (the "Plan"), unless
otherwise stated herein.

                             W I T N E S S E T H :

     WHEREAS, the Plan was adopted by the Board of the Company; and

     WHEREAS, the Board of the Company desires to amend the Plan to permit
eligible participants to purchase shares of UPS Common Stock without purchasing
shares of OPL Common Stock;

     NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, the Plan is hereby amended as follows:

     1.  Section 2 of the Plan is hereby amended by deleting the definitions of
"Unit" and "Unit Price" in their entirety and substituting in lieu thereof the
following:

               "`Unit' means one share of UPS Common Stock and one-fourth share
          of OPL Common Stock, unless the eligible participant is permitted by
          the Board pursuant to Section 4(E) below to purchase shares of UPS
          Common Stock alone, in which case `Unit' means one share of UPS Common
          Stock.

               `Unit Price' means the sum of the Current Price of one share of
          UPS Common Stock and the Current Price of one-fourth share of OPL
          Common Stock, unless the eligible participant is permitted by the
          Board pursuant to Section 4(E) below to purchase shares of UPS Common
          Stock alone, in which case `Unit Price' means the Current Price of one
          share of UPS Common Stock."

     2.  Section 4 of the Plan is hereby amended by adding the following as
Subsection (E):

               "E.  Notwithstanding the foregoing, the Board may, in its sole
          discretion, permit eligible participants to purchase shares of UPS
          Common Stock without also purchasing shares, or any fraction of a
          share, of OPL Common Stock.  In the event such permission is granted,
          a `Unit' for purposes of this Plan shall mean one share of UPS Common
          Stock and the `Unit Price' for purposes of this Plan shall mean the
          Current Price of one share of UPS Common Stock."

 
3.        Except as specifically amended by this Amendment, the Plan shall
    remain in full force and effect as prior to this Amendment.

          IN WITNESS WHEREOF, the Company has caused this FIRST AMENDMENT TO THE
UPS 1997 MANAGERS STOCK PURCHASE PLAN to be executed on the Effective Date.


                                    UNITED PARCEL SERVICE OF AMERICA, INC.

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