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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   PACEL CORP.
                        -------------------------------
                 (Name of Small Business Issuer in its Charter)



Virginia                                                      54-1712558
------------------------------                        --------------------------
(State or other jurisdiction                          (I.R.S. Employer
incorporation or organization)                               Identification no.)

8870 Rixlew Lane, Suite 201
Manassas, VA                                                    20109
----------------------------------                    --------------------------
(Address of principal executive offices)                    (Zip Code)


Issuer's telephone number: (703) 257-4759

                                   PACEL CORP.
                2002 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                     --------------------------------------
                            (Full title of the plan)

                           David E. Calkins, President
                           8870 Rixlew Lane, Suite 201
                               Manassas, VA 20109
                        --------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE



TITLE OF       PROPOSED       PROPOSED       MAXIMUM        AMOUNT OF
SECURITIES     AMOUNT         MAXIMUM        AGGREGATE      REGISTRATION
TO BE          TO BE          OFFERING       OFFERING       FEE (1)
REGISTERED     REGISTERED     PRICE          PRICE
                              PER SHARE
------------   -----------    ---------      ---------      ------------
Common          30,000,000     $0.00725      $217,500         $20.01

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule  457(c),  based on the  average of the bid and asked price
quoted on the OTC BB for the  Company's  Common Stock under the symbol "PCEL" as
of October 24,  2002,  which is within five (5) days prior to the date of filing
of this registration statement.

(2)  Represents the maximum number of shares which may be issued under the Pacel
Corp. Employee/Consultant Stock Compensation Plan (the "Plan").







                                     PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents which have been heretofore filed with the Securities and
Exchange  Commission  (the  "Commission")  by  the  Registrant  pursuant  to the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
reference in this Registration Statement:

(1) The  Registrant's  Annual  Report on Form  10KSB for the  fiscal  year ended
December 31, 2001 filed with the Commission on April 15, 2002;

(2) All other reports filed by the Registrant  with the  Commission  pursuant to
Section  13(a) or Section  15(d) of the Exchange Act since the end of the fiscal
year.

(3) The description of the Common Stock of the Registrant  contained in the Form
10KSB referred to above.

All documents  filed by the Registrant  with the Commission  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto  which  indicates  that all  securities  offered  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The  Corporation  Laws of the State of Virginia  and the  Company's  Articles of
Incorporation  provide  for  indemnification  of  the  Company's  Directors  for
liabilities and expenses that they may incur in such  capacities,  provided that
the Director or Officer to be  indemnified  has not be adjudged to be liable for
gross negligence or willful misconduct.






Item 7. Exemption from Registration Claimed.

Not applicable.


Item 8.   Exhibits.

5.2    *  Opinion of Guy K.  Stewart, Jr., Esq.

10.36  *  Pacel Corp. Fall 2002 Employee/Consultant Stock Compensation Plan

23.3   *  Consent of Peter C. Cosmas Co., CPA's

23.4   *  Consent of Guy K.  Stewart, Jr., Esq. (contained in the opinion filed
          as Exhibit 5.2 hereof)
------------------
(* filed herewith)



Item 9. Undertakings.

The Registrant hereby undertakes:

(a) (1) to file,  during  any period in which it offers or sells  securities,  a
post  effective  amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

(2) that, for the purpose of determining  any liability under the Securities Act
of 1933, to treat each post-effective  amendment as a new registration statement
of the securities offered, and the offering of the securities at that time to be
the initial bona fide offering;

(3) to remove from  registration by means of a  post-effective  amendment any of
the securities that remain unsold at the end of the offering.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the  "Act") may be  permitted  to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.






                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be signed on its behalf,  in the City of  Manassas,  Virginia,  on
October 24, 2002.



                                   Pacel Corp.
                            -----------------------
                                  (Registrant)




By: /s/ David E. Calkins
-------------------------------
David E. Calkins, President



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.



                                   Pacel Corp.
                            -----------------------
                                  (Registrant)


Signature                   Title                      Date
---------------------       -----------------          -----------------


 /s/ David E. Calkins       President                  October 24, 2002
---------------------
David E. Calkins