Edgar Filing: Winestock James F Jr

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Winestock James F Jr

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

(Last)

(First)

(Middle)

55 GLENLAKE PARKWAY NE

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2006

(Street)

ATLANTA, GA 30328

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Contract

⁽¹⁾

10/24/2006

14,000

⁽¹⁾

Class B Common

14,000

$ 867,185 ⁽¹⁾

14,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Winestock James F Jr 55 GLENLAKE PARKWAY NE ATLANTA, GA 30328			Senior Vice President

Signatures

James F Winestock, Jr		10/26/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	See Remarks
Remarks: On October 24, 2006 the reporting person entered into a Prepaid Forward Contract with a licensed securities broker under which, upon expiration of the 30 month term of agreement, (1) if the floor price of $75.98 per share is greater than the closing price of the common stock on the maturity date ("Settlement Price"), the reporting person will deliver to the broker 14,000 shares of issuer's common stock, (2) if the floor price per share is less than the settlement price and $98.77/share cap price, the reporting person will deliver to the broker a percentage of the 14,000 shares equal to floor price/settlement price, (3) if the settlement price is greater than the cap price the reporting person will deliver to the broker a percentage of the 14,000 shares based upon the following formula: [floor price + (settlement price - cap price)] / settlement price. Reporting person will receive ordinary dividends, but will pay to broker all extraordinary dividends during the term of the agreement. Reporting person received $867,185 in connection with the Prepaid Forward Contract. The broker will earn a fee on the Prepaid Forward Contract that will be ultimately determined upon expiration o the contract.

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