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 30, 2001, 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.)

       8550 W. Bryn Mawr Ave.,Suite 700                60631
             Chicago, Illinois
     (Address of principal executive offices)       (Zip Code)

                       Registrant's telephone number
                   including area code: (773) 824-1000


                              Not applicable
        (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 August 7, 2001, 26,293,230 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 30,          December 31,
                                                                 2001                  2000
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $       26,181        $          5,248
     Accounts receivable, net                                  322,333                 323,517
     Other                                                      70,576                  67,596
                                                     -----------------     -------------------
          Total current assets                                 419,090                 396,361
                                                     -----------------     -------------------

Net property and equipment                                     727,201                 750,485
Net intangible assets                                          178,444                 181,978
Other assets                                                    26,029                  22,250
                                                     -----------------     -------------------
Total assets                                            $    1,350,764        $      1,351,074
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                  $        1,039        $         28,991
     Accounts payable                                           78,279                  90,741
     Other current liabilities                                 189,081                 172,443
                                                     -----------------      ------------------
     Total current liabilities                                 268,399                 292,175
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term bank debt                                         3,063                  10,137
     Notes payable                                             250,000                 250,000
     Other long-term liabilities                               168,025                 163,047
                                                      -----------------     ------------------
            Total long-term liabilities                        421,088                 423,184
                                                      -----------------     ------------------
Minority interest                                                1,271                     539

Common stockholders' equity                                    660,006                 635,176
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,350,764        $      1,351,074
                                                      -----------------     ------------------


</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 30,                 July 1,        June 30,          July 1,
                                               2001                   2000              2001            2000
-----------------------------------------------------------------------------   -----------------------------
     <S>                                          <C>                 <C>               <C>             <C>
Operating revenue
     LTL Trucking                         $  465,309            $    484,974      $  924,328           $  955,838
     TL Trucking                              25,592                  20,694          50,260               40,591
     Logistics                                66,915                  65,190         138,074              132,315
     Freight Forwarding                       66,056                  63,176         132,603              123,980
                                     -----------------      ----------------      ----------           ----------
Total operating revenue                   $  623,872            $    634,034      $1,245,265           $1,252,724

Operating expenses:
     LTL Trucking                            436,565                 437,600         871,486              869,227
     TL Trucking                              24,708                  19,099          48,540               38,051
     Logistics                                64,681                  61,135         133,059              124,018
     Freight Forwarding                       68,948                  62,987         138,789              123,075
     Corporate and other                       4,686                   2,620           9,296                5,947
                                     -----------------       ----------------     ----------           ----------
Total operating expenses                     599,588                 583,441       1,201,170            1,160,318
                                     -----------------       ----------------     ----------           ----------
Income from operations                        24,284                  50,593          44,095               92,406
                                     -----------------       ----------------     ----------           ----------
Non-operating income (expense):
     Interest expense                         (5,402)                 (5,342)        (10,982)              (9,913)
     Interest income                             254                     316             388                  508
     Other, net                                  181                       9             217                 (552)
                                       ----------------        ---------------    ----------           ----------
Total non-operating expense                   (4,967)                 (5,017)        (10,377)              (9,957)
                                      ----------------        ---------------     ----------           ----------
Net income before income taxes                19,317                  45,576          33,718               82,449
Income tax expense                            (7,647)                (18,523)        (13,327)             (33,346)
Minority interest                               (247)                    445            (517)                 711
                                      -----------------       ---------------     ----------            ---------
Net income                               $    11,423             $    27,498       $  19,874            $  49,814
                                      -----------------       ---------------     ----------            ---------

Average shares outstanding - basic        26,270,599              26,590,173      26,233,016           26,549,585
Average shares outstanding - diluted      26,652,395              27,297,662      26,700,307           27,372,280
Basic earnings per common share:         $      0.43             $      1.03      $     0.76           $     1.88
Diluted earnings per common share:       $      0.43             $      1.01      $     0.74           $     1.82
                                      -----------------     ------------------    ----------           ----------

</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                Six months ended
                                                          ----------------------------
                                                       June 30,              July 1,
                                                          2001                 2000
--------------------------------------------------------------------------------------
               <S>                                        <C>                 <C>
Cash flows from operating activities:

Net Income                                      $      19,874           $      49,814
Adjustments to net income:
    Depreciation and amortization                      57,053                  54,279
    Other items affecting cash                          2,053                   2,656
      from operating activities
                                                  --------------        -------------
Net cash provided by operating activities              78,980                 106,749
                                                  --------------        -------------
Cash flows from investing activities:
  Capital expenditures                                (34,608)               (107,460)
  Proceeds on sales                                     6,142                   5,810
  Acquisitions                                               -                 (7,300)
                                                  --------------        -------------
Net cash used in investing activities                 (28,466)               (108,950)
                                                  --------------        -------------
Cash flows from financing activities:
  Dividends paid                                       (4,865)                 (4,948)
  Proceeds from sale of notes                             -                   149,025
  Payments on notes                                       -                  (100,000)
  Proceeds from sale/(repurchase) of treasury stock    10,310                  (8,662)
  Proceeds from long-term debt                         10,000                  60,000
  Payments on long-term debt                          (17,074)                (86,857)
  Net change in short-term debt                       (27,952)                 (6,207)
                                                  --------------         -------------
Net cash provided by (used in) financing activities   (29,581)                  2,351
                                                  --------------        -------------
Net increase/(decrease) in cash                        20,933                     150
                                                  --------------        -------------
Cash at beginning of period                             5,248                   6,862
                                                  --------------        -------------
Cash at end of period                            $     26,181          $        7,012
                                                  --------------        -------------


</TABLE>

                           USFreightways Corporation
     Condensed Consolidated Statements of Changes in Common Stockholders' Equity
                        Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                 -----------------
                                                         June 30,                 July 1,
                                                           2001                     2000
                        <S>                                <C>                     <C>
Balance as of December 31 2000 and 1999 respectively    $  635,176              $  558,859

Net income                                                  19,874                  49,814
Foreign currency translation adjustments                      (451)                     -
                                                          --------                 -------
   Comprehensive income                                 $   19,423              $   49,814

Proceeds from sale/ (repurchase) of treasury stock          10,310                  (8,662)
Dividends declared                                          (4,903)                 (4,920)

                                                        ----------              ----------
Balance as of June 30, 2001 and July 1, 2000            $  660,006              $  595,091
   respectively                                         ==========              ==========
</TABLE>
<PAGE>
              Notes to Condensed Consolidated Financial Statements
                  (Dollars in thousands, except per share amounts)
                                   (Unaudited)

1. Summary of significant accounting policies

     General -
     The consolidated financial statements include the accounts of USFreightways
and its wholly owned subsidiaries (the Company).  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  consolidated  statements  of
operations for prior periods have been  reclassified to conform with the current
presentation.  The Company's  results of operations are affected by the seasonal
aspects of the trucking and air freight industries. Therefore, operating results
for the three and six months ended June 30, 2001 are not necessarily  indicative
of the results that may be expected for the year ending  December 31, 2001.  For
further  information,  refer to consolidated  financial statements and footnotes
thereto  included in the Company's annual report on Form 10-K for the year ended
December 31, 2000.

2. Earnings per share

     Basic  earnings  per share are  calculated  on net  income  divided  by the
weighted-average  number of common shares outstanding during the period. Diluted
earnings   per  share  are   calculated   by   dividing   net   income  by  this
weighted-average  number of common shares outstanding plus the shares that would
have been  outstanding  assuming the issuance of common  shares for all dilutive
potential  common  shares.  Unexercised  stock  options,  calculated  under  the
treasury stock method,  is the only reconciling item between the Company's basic
and  diluted  earnings  per  share.  The  number  of  options  included  in  the
denominator,  used to  calculate  diluted  earnings  per share, are 381,796  and
707,489 for the second quarters of 2001 and 2000  respectively and 467,291 and
822,695 for years to date 2001 and 2000 respectively.

3. Debt

     The Company's  debt  includes  $100 million of unsecured guaranteed  notes
due May 1, 2009 and $150 million of unsecured guaranteed notes due April 15,
2010.

     On January 31, 2000,  the Company filed a Form S-3  registration  statement
that allowed for the sale of up to $400 million in additional guaranteed notes.

     On April 25, 2000, the Company sold $150 million in 8 1/2% guaranteed notes
due April 15, 2010 as part of the $400 million Form S-3  registration  statement
filed on January 31, 2000

     The guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis, on an unsecured  senior basis, by all of the Company's direct
and indirect domestic subsidiaries (the "Subsidiary Guarantors"). The Company is
a holding  company  and  during the period  presented  substantially  all of the
assets were the stock of the Subsidiary Guarantors, and substantially all of the
operations  were  conducted  by  the  Subsidiary  Guarantors.  Accordingly,  the
aggregate assets, liabilities,  earnings and equity of the Subsidiary Guarantors
were substantially equivalent to the assets, liabilities, earnings and equity of
the Company on a  consolidated  basis.  Management of the Company  believes that
separate  financial  statements of, and other  disclosures  with respect to, the
Subsidiary Guarantors are not meaningful or material to investors.

4. Stock repurchases

     On July 24, 2000, the Company  announced the authorized  buyback of up to 1
million additional shares of its common stock in either public market or private
transactions.  This repurchase program is not yet completed.  There have been no
shares  repurchased  in the first or second  quarters of 2001.  As of June 30,
2001,  the Company had repurchased 454,200 shares.
<PAGE>
5. Recent Accounting Pronouncemnts

     Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards  (SFAS)  No.  141  "Business  Combinations"  and  No.  142
"Goodwill and Other  Intangible  Assets" in July 2001. Among other provisions in
these two  statements,  all future business  combinations  will be accounted for
using the  purchase  method  of  accounting  and use of the  pooling-of-interest
method is prohibited.  For acquisitions  completed after July 1, 2001,  goodwill
will not be  amortized.  In  addition,  effective  January 1,  2002,  previously
recorded  goodwill and other  intangible  assets with  indefinite  lives will no
longer be amortized but will be subject to impairment tests annually. Intangible
assets  with finite  lives are  required to be  amortized  over their  estimated
useful  lives.  For the three and six month  periods  ended June 30,  2001,  the
Company  recorded  amortization of $2.0 million and $3.7 million.  Management is
currently reviewing the final release of these statements to evaluate the impact
on the results of operations and financial statements.




<PAGE>






<TABLE>
<CAPTION>






5.  Segment Reporting                                   Three Months Ended         Six Months Ended
      Unaudited (dollars in thousands)              June 30,          July 1,   June 30,        July 1,
                                                       2001             2000       2001           2000
------------------------------------------------------------------------------- ----------------------
          <S>                                          <C>            <C>           <C>           <C>
Revenue
   LTL Group:
      USF Holland                             $    241,060       $   254,148    $   480,380     $   505,893
      USF Reddaway                                  67,851            70,624        132,960         134,212
      USF Red Star                                  65,516            69,925        129,921         136,755
      USF Dugan                                     51,816            51,435        103,107         103,237
      USF Bestway                                   39,066            38,842         77,960          75,741
------------------------------------------------------------------------------- ---------------------------
         Sub total LTL Group                       465,309           484,974        924,328         955,838
   Truckload - Glen Moore                           25,592            20,694         50,260          40,591
   Logistics subsidiaries                           66,915            65,190        138,074         132,315
   Freight forwarding                               66,056            63,176        132,603         123,980
   Corporate and other                                 -                 -              -               -
------------------------------------------------------------------------------- ---------------------------
Total Revenue                                  $   623,872        $  634,034    $ 1,245,265     $ 1,252,724

Income From Operations
   LTL Group:
      USF Holland                              $    20,012        $   27,530         36,762          54,385
      USF Reddaway                                   6,869             9,226         10,708          13,876
      USF Red Star                                  (1,206)            2,658         (1,790)          4,013
      USF Dugan                                      1,659             3,553          3,383           6,265
      USF Bestway                                    1,410             4,407          3,779           8,072
------------------------------------------------------------------------------- ---------------------------
         Sub total LTL Group                        28,744            47,374         52,842          86,611
   Truckload - Glen Moore                              884             1,595          1,720           2,540
   Logistics subsidiaries                            2,234             4,055          5,015           8,297
   Freight forwarding                               (2,892)              189         (6,186)            905
   Corporate and other                              (2,686)             (938)        (5,559)         (2,596)
   Amortization of intangibles                      (2,000)           (1,682)        (3,737)         (3,351)
------------------------------------------------------------------------------- ---------------------------
Total Income from Operations                    $   24,284        $   50,593    $    44,095     $    92,406
------------------------------------------------------------------------------  ---------------------------
</TABLE>











<PAGE>



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

                          Results of Operations

     USFreightways  Corporation  ("the  Company")  reported  net  income for the
quarter ended June 30, 2001 of $11.4 million,  a 58% decrease  compared to $27.5
million that was reported for the quarter that ended July 1, 2000. There were 63
working days in the current quarter and last year's second quarter.

     Net income per share for the current  year's  quarter was  equivalent to 43
cents  diluted  earnings  per share.  Net income per share for the 2000  quarter
amounted to $1.01 diluted  earnings per share. Net income for the current year's
quarter, as in the 2001 first quarter,  was negatively impacted by the continued
slowing of the economy,  that  affected  results in all the  Company's  lines of
businesses,  and continued losses at USF Worldwide,  the Company's  domestic and
international freight forwarding business.

     Revenue  for the 2001  quarter  decreased  by 1.6% to $623.9  million  from
$634.0  million  for the  second  quarter  of  2000.  Revenue  increases  in the
logistics business,  distribution service centers, the UK freight forwarder, USF
Asia and  truckload  revenue were offset by  decreases in the regional  trucking
subsidiaries group, the return logistics business and USF Worldwide.

     Less-than-truckload  (LTL) revenue for the current  quarter at the regional
trucking  subsidiaries  decreased 2.9%, including the fuel surcharges , compared
to the  2000  first  quarter;  LTL  shipments  decreased  2.5%  and LTL  tonnage
decreased  4.9%. LTL revenue per shipment  decreased from $114.03 to $113.57 and
the weight per shipment decreased 2.5% from 1,145 pounds to 1,117 pounds.  While
all of the LTL trucking  companies were affected by the slowdown in the economy,
USF Holland had the greatest  impact on the quarter's  results with decreases in
revenue  and  tonnage  of 5.1% and 7.7%  respectively  compared  to last  year's
quarter due to a continuing  significant slowdown in the automotive industry and
other heavy manufacturing industries based in the central United States.

     In the last week of the current quarter, the regional trucking subsidiaries
increased  rates to their  non-contractual  customers  by an average  5.9% which
amounted to approximately  $0.7 million in additional  revenue in the final week
of the quarter.  The non- contractual customer base is approximately one half of
the total customers.

     Operating earnings for the regional trucking  subsidiaries,  in the current
year's quarter,  decreased 39.3% to $28.7 million  compared to $47.4 million for
the same  period of 2000.  The  consolidated  operating  ratio for the LTL group
increased to 93.8 (one point less than the 94.8 operating  ratio recorded in the
2001  first  quarter)  from 90.2 in the second  quarter of 2000.  Due to current
economic conditions,  the regional trucking subsidiaries continue to monitor and
maintain a reduced  work  force.  When  compared  to  November  of 2000 which is
normally one of the strongest parts of the year, the work force is approximately
4.5% lower (amounting to 800 workers). Despite the work force reductions,  labor
and fringe related benefits increased due to annual contractual increases at the
Company's unionized carriers (USF Holland and USF Red Star).  Additionally,  the
regional trucking  subsidiaries continue to experience increases in group health
costs ranging from 12% to 30%. The combined  effect from  increases in labor and
fringes expenses resulted in an increase in the operating ratio of approximately
two points.  Claims and other operating  expenses also increased as a percentage
of revenue  compared to last year's  quarter  especially  at USF Bestway,  whose
operating  ratio  increased  from 88.6 to 96.4.  Fuel expense as a percentage of
revenue  improved  slightly in the current  year's  quarter.  Additionally,  USF
Holland  realized gains on sale of two terminals  which  benefited its operating
ratio by approximately three tenths of a point.

     USF Glen Moore,  the Company's  truckload (TL) carrier  reported  operating
earnings of $0.9 million at an operating  ratio of 96.5 compared to $1.6 million
and an  operating  ratio of 92.3 in the 2000  quarter as labor and  depreciation
expenses increased.

     Revenue in the  Logistics  group  increased by 2.6% to $66.9 million in the
current quarter from $65.2 million in the prior year. USF Processors contributed
lower  revenue in the 2001 quarter  amounting  to  approximately  $13.8  million
compared to approximately $17.0 million in last year's quarter as volumes from a
major customer were significantly  reduced. USF Distribution  Services increased
revenue by approximately $2.7 million of which expansion into its new centers in
Baltimore and San Francisco (that were not open in the second quarter of 2000)
amounted  to $0.7  million,  while  growth in existing  centers in Kansas  City,
Chicago,  Irwindale,  Fontana and Jersey  City  contributed  approximately  $1.8
million.  USF Logistics  increased  revenue by $2.3 million  mainly in its Food,
Retail and International business sectors offset by reductions in its Health and
Technology sectors.

     Earnings in the Logistics  group  decreased by 44.9%  compared to the prior
year's  quarter to $2.2 million from $4.0 million as USF  Processors  reported a
slight loss as a result of lower revenue (see paragraph above), USF Distribution
incurred startup costs at its Baltimore and San Francisco  centers that were not
opened in last year's second  quarter and USF Logistics  reported  lower profits
due to a less  profitable  mix of  business  in its  Metals,  Food and  Consumer
sectors.
<PAGE>


     Revenue in the Freight  Forwarding  group  increased  4.5% to $66.1 million
from $63.2 million in the prior year's quarter.  The group reported an operating
loss of $2.9 million (compared to a $3.3 million loss in the 2001 first quarter)
in 2001  compared to an operating  profit of $0.2  million in the 2000  quarter.
Results in the Freight  Forwarding  group include USF  Worldwide,  USF Asia, the
Company's  joint  venture  operation   and  USF  Worldwide   Logistics  Limited
("Limited"),  a UK freight forwarder.  USF Asia continued to grow its operations
and  recorded  second  quarter  revenue of  approximately  $5.8  million  and an
operating  loss of $0.5  million  compared  to  revenue of $1.9  million  and an
operating loss of $0.9 million last year. Limited,  which was acquired in August
2000,  recorded revenue of approximately $8.3 million and an operating profit of
$0.3 million.  USF Worldwide  reported an operating  loss of $2.7 million in the
2001  second  quarter  compared  to a profit of $1.1  million in the 2000 second
quarter as revenue  declined  by $9.3  million and gross  margins  deteriorated.
Nevertheless, the second quarter 2001 loss was slightly less than the 2001 first
quarter loss as gross margins  improved  slightly.  Other  improvements in labor
were offset by increases in fringe expenses.

     Corporate and other expenses increased by $2.1 million compared to the 2000
second  quarter.  Intangible  amortization  increased by $0.3 million  while the
majority of the  remaining  balance was due to continued  efforts to enhance the
Company's information technology.

               Liquidity and Capital Resources

     Cash flows from operating activities  contributed $79.0 million during the
first six months compared to $106.7 million during the same period last year.

     Net capital  expenditures for the 2001 first half amounted to approximately
$28.5 million including  additions of $7.0 million for revenue  equipment,  $8.9
million for terminal  facilities,  $13.1 million for information  technology and
for other capital items. Last year for the same period, net capital expenditures
amounted to approximately  $108.9 million,  including additions of $80.8 million
for revenue  equipment,  $14.8  million for terminal  facilities,  and for other
capital items and the acquisition of Tri-Star Transportation.

     Cash flows  provided  by  financing  activities  included $10.3  million of
proceeds  from the sale of  treasury  stock  that  resulted  primarily  from the
exercise of stock options occurring mainly in the first quarter.

     Total  borrowings  decreased by $35.0 million during the first half of 2001
and the Company's net debt to capital ratio  improved to 26.1% compared to 31.3%
at December 31, 2000.

     The Company's debt includes $150 million of unsecured guaranteed notes that
were floated in late April,  2000 and are due on April 15, 2010 and $100 million
of unsecured guaranteed notes due May 1, 2009.

     On January 31, 2000,  the Company filed a Form S-3  registration  statement
that allowed for the sale of up to $400 million in additional guaranteed notes.

     On April 25, 2000, the Company sold $150 million in 8 1/2% guaranteed notes
due April 15, 2010 as part of the $400 million Form S-3  registration  statement
filed on January 31,  2000.  The net  proceeds  from the sale of the  guaranteed
notes,  after deducting  underwriting  fees and other expenses was approximately
$149 million, was used to repay $100 million in 6 5/8% notes that matured May 1,
2000, to reduce other unsecured lines of credit and to purchase an interest rate
hedge.

     The guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis, on an unsecured  senior basis, by all of the Company's direct
and indirect domestic subsidiaries (the "Subsidiary Guarantors"). The Company is
a holding  company  and  during the period  presented  substantially  all of the
assets were the stock of the Subsidiary Guarantors, and substantially all of the
operations  were  conducted  by  the  Subsidiary  Guarantors.  Accordingly,  the
aggregate assets, liabilities,  earnings and equity of the Subsidiary Guarantors
were substantially equivalent to the assets, liabilities, earnings and equity of
the Company on a  consolidated  basis.  Management of the Company  believes that
separate  financial  statements of, and other  disclosures  with respect to, the
Subsidiary Guarantors are not meaningful or material to investors.

     On July 24, 2000, the Company  announced the authorized  buyback of up to 1
million  additional shares of its common stock.  This repurchase  program is not
yet  completed.  There  have been no shares  repurchased  in the first or second
quarters of 2001.  As of June 30,  2001,  the Company  had  repurchased  454,200
shares.

     A dividend of 9 1/3 cents per share  equivalent to $2.5 million was paid on
July 6, 2001 to shareholders of record on June 22, 2001.

<PAGE>

                                   Market Risk

     The  Company  is  exposed  to the  impact of  interest  rate  changes.  The
Company's exposure to changes in interest rates is limited to borrowings under a
line of credit  agreement  which has variable  interest  rates tied to the LIBOR
rate.  The  average  annual  interest  rates on  borrowings  under  this  credit
agreement were  approximately  6.2% in the first quarter of 2001.The Company had
no  borrowings  under this credit  agreement in the second  quarter of 2001.  In
addition,  the Company has $100 million of unsecured  guaranteed  notes with a 6
1/2% fixed annual interest rate and $150 million of unsecured  guaranteed  notes
with an 8 1/2% interest rate at June 30, 2001.  The Company  estimates  that the
carrying  value of the notes  approximated  their market value at June 30, 2001.
The  Company  has no hedging  instruments  outstanding.  From time to time,  the
Company  invests excess cash in overnight money market  accounts.  At the end of
the second  quarter,  the Company  had  approximately  $20  million  invested in
overnight money market accounts that yielded approximately 4.1%.

                            Recent Accounting Pronouncements


     In the 2000  fourth  quarter,  the  Company  reclassified  fuel  surcharges
invoiced to customers as revenue  according to guidelines  established under the
Securities and Exchange  Commission's Staff Accounting  Bulletin ("SAB") No. 101
"Revenue Recognition in Financial Statements". Prior to the 2000 fourth quarter,
the fuel  surcharges  were presented as a reduction of fuel costs.  The Company,
therefore,  has restated the fourth quarter 1999 and the first three quarters of
2000 revenue and expenses in accordance with SAB No. 101. The  implementation of
SAB No. 101 had no effect on income from operations or net income.

     Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards  (SFAS)  No.  141  "Business  Combinations"  and  No.  142
"Goodwill and Other  Intangible  Assets" in July 2001. Among other provisions in
these two  statements,  all future business  combinations  will be accounted for
using the  purchase  method  of  accounting  and use of the  pooling-of-interest
method is prohibited.  For acquisitions  completed after July 1, 2001,  goodwill
will not be  amortized.  In  addition,  effective  January 1,  2002,  previously
recorded  goodwill and other  intangible  assets with  indefinite  lives will no
longer be amortized but will be subject to impairment tests annually. Intangible
assets  with finite  lives are  required to be  amortized  over their  estimated
useful  lives.  For the three and six month  periods  ended June 30,  2001,  the
Company  recorded  amortization of $2.0 million and $3.7 million.  Management is
currently reviewing the final release of these statements to evaluate the impact
on the results of operations and financial statements.

<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.

                 Also,  the Company is involved in other  litigation  arising in
                 the ordinary course of business, primarily involving claims for
                 bodily  injuries  and  property  damage.   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.

Item 4. Submission of Matters to a Vote of Security Holders.


        (a) On May 3, 2001, the annual meeting of stockholders of USFreightways
            Corporation was held pursuant to notice.

        (b) Neil A. Springer and William N. Weaver, Jr. were elected directors
            at the meeting. The following directors' term of office continued
            after the meeting:

           Robert V. Delaney                    John W. Puth
           Morley Koffman                       Samuel K. Skinner
           Anthony J. Paoni

        (c)(1) Election of Directors

               Neil A. Springer        FOR: 24,258,606
                                       WITHHOLD: 371,182
                                       ABSTENTIONS: 0
                                       BROKER NON VOTES: 0

                William N. Weaver, Jr. FOR: 23,548,445
                                       WITHHOLD: 1,081,343
                                       ABSTENTIONS: 0
                                       BROKER NON VOTES: 0

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

                                       FOR: 21,026,620
                                       AGAINST: 3,551,322
                                       ABSTENTIONS: 51,846

        (c)(3) Amendment to the USFreightways Corporation Long-Term Incentive
               Plan

                                       FOR: 20,591,204
                                       AGAINST: 3,991,299
                                       ABSTENTIONS: 47,285

        (d) N/A

<PAGE>

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

     (a)      Exhibits

                1.  Exhibit 10.-1 USFreightways Corporation Stock Option Plan
                    for Non-Employee Directors, as restated and amended March
                    8, 2001.

     (b)      Current Reports on Form 8-K were filed:


                1.  A Current Report on Form 8-K was filed on May 17, 2001
                    announcing that its Quarterly Report on Form 10-Q for first
                    quarter, 2001, which was filed on May 15, 2001 contained
                    erroneous information due to an error in transmission. A
                    revised Quarterly Report on Form 10-Q was filed on
                    May 16, 2001.

                2.  A Current Report on Form 8-K was filed on June 8, 2001
                    containing questions and answers regarding the Company's
                    mid-quarter conference call.






<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 13th day of
August, 2001.



                            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