UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
United Parcel Service of America, Inc.
____________________________________________
(Name of Issuer)
Common Stock, par value $.10 per share
_____________________________________________
(Title of Class of Securities)
N/A
_______________________
(CUSIP Number)
Check the following box if a fee is being paid with this state-
ment
__
/__/. (A fee is not required only if the filing person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto re-
porting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. N/A 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Annie E. Casey Foundation, Inc.
I.R.S. Tax Identification No. 13-6138589
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable.
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
33,309,326
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
33,309,326
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,309,326
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
CO
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The following items are amended and restated as of
December 31, 1993.
Item 1.
(a) Name of Issuer:
United Parcel Service of America, Inc. ("UPS").
(b) Address of Issuer's principal executive offices:
400 Perimeter Center
Terraces North
Atlanta, GA 30346
Item 2.
(a) Name of Person Filing:
The Annie E. Casey Foundation, Inc. ("Foundation")
(b) Address of Principal Business Office:
One Lafayette Place
Greenwich, CT 06830
(c) Citizenship:
The Foundation is organized under laws of the State of
Connecticut.
(d) Title of Class of Securities:
Shares of UPS Common Stock, par value $.10 per share
("Common Stock").
(e) CUSIP Number:
None.
Item 3. Inapplicable.
Item 4. Ownership:
(a) Amount beneficially owned: As of December 31, 1993,
the Foundation owned of record and beneficially
33,309,326 shares of Common Stock.
(b) Percent of Class:
The percent of class represented by the amount benefi-
cially owned was 5.9%.
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(c) Number of Shares as to which Such Person has:
(i) Sole power to vote or to direct the vote --
33,309,326.
(ii) Shared power to vote or to direct the vote --
0.
(iii) Sole power to dispose or to direct disposition
of -- 33,309,326.
(iv) Shared power to dispose or to direct disposi-
tion of -- 0.
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in this
statement is true, complete and correct.
February 28, 1994
_________________________________
Date
The Annie E. Casey Foundation, Inc.
By:/s/ R. Ramanathan
_________________________________
R. Ramanathan
Chief Financial Officer
