SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELLY JAMES P

(Last)

(First)

(Middle)

55 GLENLAKE PARKWAY, NE

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED PARCEL SERVICE INC [ UPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2005		J⁽¹⁾		5.2886	A	$73.63	45,897.2886	D
Class A Common Stock								6,738	I⁽²⁾	Trust⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0.00⁽⁴⁾	06/01/2005		J⁽⁵⁾		113.6922		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	113.6922	$73.63	25,480.8575	D
Restricted Performance Units	$0.00⁽⁴⁾	06/01/2005		J⁽⁷⁾		2.4839		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2.4839	$73.65	556.8361	D
Phantom Stock Units	$0.00⁽⁴⁾	06/01/2005		J⁽⁹⁾		1.6064		⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock	1.6064	$73.63	360.0364	D

Explanation of Responses:

1. Represents shares acquired pursuant to a dividend reinvestment feature of the United Parcel Service, Inc. Incentive Compensation Plan.

2. Shares are held for the benefit of the person designated.

3. Held in trust for children and grandchildren. Children of undersigned are the Trustees. Undersigned disclaims any beneficial interest in these shares.

4. One for One

5. Phantom stock units acquired through reinvestment of dividends within Deferred Compensation Plan.

6. The settlement date of the phantom stock generally will be the earlier of death, disability, retirement or termination of employment.

7. Restricted Performance stock units acquired through reinvestment of dividends.

8. The settlement date of the restricted performance units generally will be five years from the date of grant.

9. Phantom stock units acquired through reinvestment of dividends.

10. The settlement date of the phantom stock generally will be the termination of service as a director.

	James P. Kelly	06/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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