SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

                                    Form 10-Q

    X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
       JUNE 28, 1997, OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
       ___________ TO _______________


                         Commission File Number 0-19791

                            USFREIGHTWAYS CORPORATION
             (Exact name of registrant as specified in its charter)


        Delaware                                        36-3790696
(State of Incorporation)                             (IRS Employer
                                                    Identification No.)

9700 Higgins Road, Rosemont, Illinois                      60018
(Address of principal executive offices)                 (Zip Code)


                          Registrant's telephone number
                       including area code: (847) 696-0200


        (Former name or former address, if changed since the last report)

Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act of 1934  during  the  preceding  12 months  (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90
days. Yes X No

Indicate  the  number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

 As  of  July  31,  1997,  25,985,246  shares  of  common  stock  were
outstanding.



<PAGE>



                          PART I: FINANCIAL INFORMATION



Item 1.                           Financial Statements.


                            USFreightways Corporation
                       Condensed Consolidated Balance Sheets
                         Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>

                                                               June 28,           December 28,
                                                                   1997                   1996
-----------------------------------------------------------------------------------------------
             <S>                                                 <C>                      <C>
Assets
Current assets:
     Cash                                                  $     11,987          $       4,090
     Accounts receivable, net                                   175,510                157,874
     Other                                                       45,394                 41,613
                                                       -----------------    -------------------
          Total current assets                                  232,891                203,577
                                                       -----------------    -------------------

Net property and equipment                                      410,002                395,500
Net intangible assets                                            78,724                 79,559
Other assets                                                      9,068                  9,872
                                                       -----------------    -------------------
Total assets                                               $    730,685            $   688,508
                                                       -----------------    -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                     $        194            $       333                                  
     Accounts payable                                            44,539                 41,734
     Other current liabilities                                  128,134                102,281
                                                       -----------------    -------------------
          Total current liabilities                             172,867                144,348
                                                       -----------------    -------------------
Long-term liabilities:
     Long-term bank debt                                            -0-                 78,000
     Notes payable                                              100,000                100,000
     Other long-term liabilities                                 96,789                 96,900
                                                       -----------------    -------------------
          Total long-term liabilities                           196,789                274,900
                                                       -----------------    -------------------
Common stockholders' equity                                     361,029                269,260
                                                       -----------------    -------------------
Total liabilities and stockholders' equity                 $    730,685            $   688,508
                                                       -----------------    -------------------

</TABLE>
<PAGE>




                              USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)

<TABLE>
<CAPTION>
                                                       Three months ended                           Six months ended
                                           -------------------------------------   -----------------------------------------
                                                   June 28,            June 29,              June 28,              June 29,
                                                       1997                1996                  1997                  1996
--------------------------------------------------------------------------------   -----------------------------------------
      <S>                                            <C>                 <C>                   <C>                   <C>
Operating revenue                           $     380,763       $      332,089      $       736,580      $         645,794
Operating expenses:
     Salaries, wages and benefits                 240,114              210,097              467,070                413,581
     Purchased transportation                      13,502               12,647               25,844                 23,629
     Operating expenses and supplies               47,782               45,666               94,815                 89,158
     Operating taxes and licenses                  15,186               13,967               30,159                 27,907
     Insurance and claims                           7,881                5,997               14,950                 11,437
     Communications and utilities                   4,399                3,994                8,772                  7,685
     Depreciation and equipment leases             17,276               15,785               33,969                 31,322 
     Building and office equipment rents            4,367                3,707                8,660                  7,508
     Amortization of intangible assets                658                  597                1,311                  1,177
     Other operating expenses                       2,683                2,401                5,044                  4,747
                                           -----------------   -----------------   -------------------  --------------------
         Total operating expenses                 353,848              314,858              690,594                618,151
                                           -----------------   -----------------   -------------------  --------------------
Income from operations                             26,915               17,231               45,986                 27,643
                                           -----------------   -----------------   -------------------  --------------------
Non-operating income (expense):
     Interest expense                              (2,016)              (2,834)              (4,598)                (5,750)
     Interest income                                  226                  159                  390                    333
     Other, net                                       (54)                (280)                  45                   (320)
                                           -----------------   -----------------   -------------------  --------------------
          Total non-operating expense              (1,844)              (2,955)              (4,163)                (5,737)
                                           -----------------   -----------------   -------------------  --------------------
Income from operations
  before income taxes                              25,071               14,276               41,823                 21,906
Income tax expense                                 10,530                6,139               17,532                  9,420
                                           -----------------   -----------------   -------------------  --------------------
Net income                                  $      14,541       $        8,137       $       24,291      $          12,486
                                           -----------------   -----------------   -------------------  --------------------

Average shares outstanding                       26,129,479          22,216,893            25,351,923            22,174,060

Earnings per common share:
Net income                                  $        0.56       $         0.37       $         0.96      $            0.56
                                           -----------------   -----------------   -------------------  --------------------

</TABLE>
<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                 Six months ended
                                                       --------------------------------------
                                                               June 28,             June 29,
                                                                   1997                 1996
---------------------------------------------------------------------------------------------
           <S>                                                   <C>                     <C>
Cash flows from operating activities:

Net Income                                              $       24,291      $       12,486
Adjustments to net income:
    Depreciation and amortization                               34,279              30,702
    Other items affecting cash                                   6,431             (12,969)
      from operating activities
                                                       -----------------   ------------------
Net cash provided by operating activities                       65,001              30,219
                                                       -----------------   ------------------
Cash flows from investing activities:
  Capital expenditures, net of
    proceeds on sales                                          (46,747)            (45,499)
  Acquisition of Transus                                             -             (27,265)
                                                       -----------------   ------------------
Net cash used in investing activities                          (46,747)            (72,764)
                                                       -----------------   ------------------
Cash flows from financing activities:
  Dividends paid                                                (4,514)             (4,095)
  Proceeds from sale of common stock                            69,760                   -
  Proceeds from sale of treasury stock                           2,536               1,921
  Proceeds from long-term debt                                       -              48,000
  Payments on long-term debt                                   (78,139)               (139)
                                                       -----------------   ------------------
Net cash provided by (used in) financing activities            (10,357)             45,687
                                                       -----------------   ------------------
Net increase in cash                                             7,897               3,142
                                                       -----------------   ------------------
Cash at beginning of period                                      4,090               1,707
                                                       -----------------   ------------------
Cash at end of period                                   $       11,987      $        4,849
                                                       -----------------   ------------------
</TABLE>
The  financial  statements  have  been  prepared  in  accordance  with
generally  accepted   accounting   principles  for  interim  financial
information and with the instructions to Form 10-Q. Accordingly,  they
do not  include  all of the  information  and  footnotes  required  by
generally  accepted  accounting   principles  for  complete  financial
statements.  The  statements  are  unaudited  but,  in the  opinion of
management,  all adjustments (consisting of normal recurring accruals)
considered  necessary for a fair presentation have been included.  The
Company's  results of operations are affected by the seasonal  aspects
of the regional LTL trucking  business.  Therefore,  operating results
for the  three  months  and six  months  ended  June 28,  1997 are not
necessarily  indicative  of the results  that may be expected  for the
year  ending  January  3,  1998.  For  further  information,  refer to
consolidated  financial  statements and footnotes  thereto included in
the  registrant's  annual  report  on Form  10-K  for the  year  ended
December 28, 1996.

<PAGE>


                                              REVENUE AND OPERATING RATIOS
                                             Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>

                                                      Quarter ended                           Six months ended
                                                      June 28, 1997                           June 28, 1997
                                                    and June 29, 1996                         and June 29, 1996
                                           ------------------------------------------------------------------------------
Company (Region)                               Revenue     Operating Ratio (b)          Revenue     Operating Ratio (b)
-------------------------------------------------------------------------------------------------------------------------
      <S>                                      <C>               <C>                  <C>                   <C>
Holland (Midwest)                       97  $  176,220           89.9 %           $   339,950              91.1 %
                                        96     147,855           91.0                 287,075              91.9
Red Star (Northeast)                    97      48,588           99.7                  94,983              99.8
                                        96      50,307          102.3                  99,391             103.4
Reddaway (West Coast, Northwest)        97      48,397           92.9                  93,383              94.8
                                        96      44,257           94.1                  86,123              95.9
Bestway (Southwest)                     97      33,512           86.0                  63,932              87.2
                                        96      28,380           89.3                  55,905              89.6
Dugan (Plains, South)                   97      42,597           95.4                  83,165              95.6
                                        96      37,927           97.7                  73,212              98.8
Logistics Operations                    97      26,144           95.2                  51,309              95.0
                                        96      20,266           99.5                  39,105              98.8

</TABLE>

b) Operating ratio is direct operating costs as a percentage of revenue.







<PAGE>


Item 2.           Management's Discussion and Analysis of Financial Conditions
                  and Results of Operation.


          USFreightways Corporation ("the Company")
reported  net income for the  thirteen  weeks  ended June 28,  1997 of
$14,541,000, a 79% increase over the $8,137,000 which was reported for
the thirteen  weeks ended June 29, 1996.  Net income per share for the
1997 quarter, on an average of 26,129,479 shares, was equivalent to 56
cents per share, a 51% increase, compared to the 37 cents per share on
22,216,893  average shares  outstanding in the second quarter of 1996.
Revenue for the 1997 quarter  increased by 14.7% to $380,763,000  from
$332,089,000  for the same period in 1996.  In the  regional  trucking
group,  LTL revenue  increased 13.8% and truckload  revenue  increased
9.3%.  LTL  shipments in the 1997  quarter  increased  10.1%,  average
weight per shipment  increased  2.5%, and the average  revenue per LTL
shipment increased 3.3% compared to last year.

          Revenue  for  the  thirteen  weeks  of the  current  year  in the
logistics group amounted to $26,144,000, an increase of 29.0%, and the
operating  ratio  improved from 99.5% in the second quarter of 1996 to
95.2% for the current year's quarter.

         Revenue for the six months  ended June 28,  1997  amounted to
$736,580,000,  an  increase  of  14.1%  over the  same  period  of the
previous  year.  Net  income  for the six month  period  ended in 1997
amounted to $24,291,000,  equivalent to 96 cents per share compared to
56 cents per share for the 1996 six month period.

         The  significant  improvement in earnings per share,  both in
the  current  year's  quarter  and for the 1997 six  month  period  is
attributable to a strong U.S. economy,  a stable pricing  environment,
and a continuing emphasis on cost reduction in all business units of
the Company.  During the 1997 second quarter,  the combined  operating
ratio of the regional  trucking group improved to 92% from 94% for the
same period of the 1996 calendar year. USF Holland and USF Bestway led
the  improvement  in  operating  ratio.  Both of  these  units  had an
outstanding  quarter as USF Bestway  improved its operating ratio from
89.3%  in 1996  to 86% in the  current  year's  quarter  on a  revenue
increase of 18.1%.  USF Holland  improved its operating ratio from 91%
in the 1996 quarter to 89.9% in the current  year's quarter on a 19.2%
increase in revenue.  USF Dugan and USF Reddaway  continued the profit
improvement  reported in the first  quarter of the current  year.  USF
Reddaway's  operating  ratio improved to 92.9% from 94.1% for the same
quarter of 1996 on a revenue  increase of 9.4%. USF Dugan improved its
operating  ratio to 95.4% in the current year's quarter from 97.7% for
the same period of last year on a revenue increase of 12.3%.

         The Company is encouraged with the continuing progress at USF
Red  Star  where  modest  profitability  was  achieved  for the  third
straight quarter, the Company is, nevertheless,  disappointed that the
contemplated   acquisition  of  a  small   regional   carrier  in  the
Northeastern United States which would have been merged with Red Star,
did not  materialize.  Despite  this,  management  at Red  Star did an
excellent job in achieving an improvement in the operating  ratio from
102.3%  in the 1996  quarter  to 99.7% in the 1997  quarter.  Although
overall revenue at USF Red Star declined 3.4% compared to the previous
year,  the continued  emphasis on yield resulted in an increase in the
LTL revenue per shipment of 5.4%.  Management at Red Star is committed
to  the  continuing  improvement  in the  operating  results  of  this
subsidiary  and the Company is  aggressively  seeking  out  opportunities
to increase  USF Red  Star's  revenue  and  density  in its  Northeastern
service area.

        The  significant  improvement  in both net income and earnings
per share in the current year, both for the second quarter and the six
months to the end of June, is encouraging. The outlook for the balance
of 1997 is  positive  and the  Company  expects to  continue to see an
improvement in its  profitability,  assuming no material change in the
stable pricing environment and level of economic activity.

          Capital expenditures for the current year's quarter amounted
to  approximately  $27  million of which $20  million  was for revenue
equipment  and $7 million for terminal  facilities  and  miscellaneous
equipment,  which compares to capital  expenditures of $25 million for
the 1996  quarter.  For the six months  ended June 28,  1997,  capital
expenditures approximated $48 million, which compares to total capital
expenditures  for the 1996  six  month  period  of  approximately  $74
million (which included $27 million for the acquisition of Transus).

       A dividend of 9 1/3 cents per share was paid July 3, 1997 to
shareholders of record on April 20, 1997.

          This release  contains  forward  looking  statements that is
subject to certain  risks and  uncertainties  that could cause  actual
results  to  differ  materially.  These  risks and  uncertainties  are
detailed  from time to time in reports  filed by the Company  with the
Securities and Exchange Commission including forms 8K, 10Q and 10K.


<PAGE>



                           PART II: OTHER INFORMATION


Item 1.   Legal Proceedings.


          The  Company is a party to a number of  proceedings  brought
          under the Comprehensive Environmental Response, Compensation
          and  Liability  Act,  (CERCLA).  The Company has been made a
          party to these  proceedings as an alleged generator of waste
          disposed of at hazardous waste disposal sites. In each case,
          the  Government  alleges  that the  parties  are jointly and
          severally  liable for the cleanup costs.  Although joint and
          several   liability  is  alleged,   these   proceedings  are
          frequently  resolved  on the basis of the  quantity of waste
          disposed  of at the  site by the  generator.  The  Company's
          potential  liability  varies  greatly from site to site. For
          some sites the  potential  liability  is de minimis  and for
          others  the costs of cleanup  have not yet been  determined.
          While it is not feasible to predict or determine the outcome
          of these proceedings or similar proceedings brought by state
          agencies or private litigants, in the opinion of management,
          the ultimate recovery or liability,  if any,  resulting from
          such litigation,  individually or in the aggregate, will not
          materially   adversely   affect  the   Company's   financial
          condition  or results of  operations  and, to the  Company's
          best knowledge,  such liability, if any, will represent less
          than 1% of its revenues.

          Steven  Mark  Whitworth  v. TNT Bestway  Transportation,  Inc.
          f/k/a TNT Bestway  Inc.  and William  Orr,  Case No.
          96-3935-A, 14th Judicial District Court, Dallas County, Texas.

          As previously  reported on Form 8-K filed January 7,1997, on
          or about  November 1, 1996, a judgment  was entered  against
          the Company's subsidiary, USF Bestway Inc. for $3,500,000 in
          actual  damages and  $1,750,000  in attorneys  fees together
          with court costs and interest. USF Bestway Inc. has appealed
          the judgment to the Dallas Court of Appeals.

          Management of the Company  believes that it has good grounds
          for  obtaining a reversal of the judgment on appeal  because
          it believes,  among other reasons, that the judgment entered
          on the basis of the  procedural  technicality  of  counsel's
          failure  to  comply  with  the  requirements  of  Texas  law
          concerning the signature of pleadings by counsel will not be
          sustained by a reviewing court. The Company further believes
          the judgment  will be vacated and the matter  remanded for a
          trial on the merits and that, in any event, the judgment, if
          sustained,  will not have a material  adverse  effect on the
          Company's financial condition.  In the event the judgment is
          sustained on appeal, management of the Company's subsidiary,
          USF  Bestway  Inc.  intends  to pursue  potential  causes of
          action against all appropriate parties.

          Also, the Company is involved in other litigation arising in
          the ordinary course of business,  primarily involving claims
          for  bodily  injuries  and  property  damages.  The  Company
          maintains  insurance  coverage to insure against these types
          of claims.  Accordingly,  in the opinion of management,  the
          ultimate recovery or liability,  if any, resulting from such
          litigation,  individually  or in  the  aggregate,  will  not
          materially   adversely   affect  the   Company's   financial
          condition or results of operations.
<PAGE>
Item 4    Submission of Matters to a Vote of Security Holders.

          (a)      On May 2, 1997, the annual meeting of stockholders of
                   USFreightways Corporation was held pursuant to notice.

          (b)      N/A

          (c)(1)   Election of Directors

                   Robert V. Delaney           FOR:            22,161,974
                                          WITHHOLD:                79,474

                   Robert P. Neuschel          FOR:            22,160,988
                                          WITHHOLD:                80,460






            (c)(2)  Amendment to Stock Option Plan for Non-Employee Directors

                           FOR:               19,879,774

                           AGAINST:            1,286,818

                           ABSTENTIONS:        1,074,855

            (c)(3) Approval of the USFreightways Corporation Long-Term
                   Incentive Plan

                           FOR:               15,191,603

                           AGAINST:            5,985,325

                           ABSTENTIONS:        1,064,519

            (d)      N/A

Item 6.           Exhibits and Reports on Form 8-K.

            (a)      Exhibits

                     1.   Exhibit 10.1-USFreightways Long-Term Incentive
                          Plan (incorporated by reference from Exhibit 4.4 to
                          Registration Statement No. 333-28357 filed on Form
                          S-8 on June 3, 1997).

                     2.   Exhibit 10.2- Stock Option Plan for Non-Employee
                          Directors amended and restated as of January 1,
                          1997 (incorporated by reference from Exhibit 4.4 to
                          Post-Effective Amendment No. 1 to
                          Registration Statement No. 33-79150 filed on Form S-8
                          on May 9, 1997).
 .
            (b)      Current Reports on Form 8-K were filed:

                      1.  No current reports on Form 8-K were filed during the
                          quarter.



<PAGE>






                                   SIGNATURES

         Pursuant  to the  requirements  of Section 13 or 15(d) of the
Securities  Exchange  Act of 1934,  the  Company  has duly caused this
report to be signed on its behalf by the  undersigned,  thereunto duly
authorized. Dated the 31st day of July, 1997.



                            USFREIGHTWAYS CORPORATION


                            By:   /s/ Christopher L. Ellis
                                      --------------------
                                      Christopher L. Ellis
                                      Senior Vice President, Finance and
                                      Chief Financial Officer


                            By:   /s/ Robert S. Owen
                                      --------------
                                      Robert S. Owen
                                      Controller and Principal
                                      Accounting Officer