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 MARCH 31, 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., Chicago, Illinois       60631
     (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 May 7, 2001, 26,262,153 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>
                                                             March 31,          December 31,
                                                                 2001                  2000
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $        9,325        $          5,248
     Accounts receivable, net                                  321,849                 323,517
     Other                                                      74,611                  67,596
                                                     -----------------     -------------------
          Total current assets                                 405,785                 396,361
                                                     -----------------     -------------------

Net property and equipment                                     737,376                 750,485
Net intangible assets                                          179,988                 181,978
Other assets                                                    21,602                  22,250
                                                     -----------------     -------------------
Total assets                                            $    1,344,751        $      1,351,074
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                  $        2,247        $         28,991
     Accounts payable                                           80,716                  90,741
     Other current liabilities                                 191,379                 172,443
                                                     -----------------      ------------------
     Total current liabilities                                 274,342                 292,175
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term bank debt                                         4,567                  10,137
     Notes payable                                             250,000                 250,000
     Other long-term liabilities                               164,512                 163,047
                                                      -----------------     ------------------
            Total long-term liabilities                        419,079                 423,184
                                                      -----------------     ------------------
Minority interest                                                1,022                     539

Common stockholders' equity                                    650,308                 635,176
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,344,751        $      1,351,074
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                            USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
                                                  Three months ended
                                        -------------------------------------
                                           March 31,               April 1,
                                               2001                   2000
-----------------------------------------------------------------------------
     <S>                                          <C>                 <C>
Operating revenue
     LTL Trucking                         $  459,019            $    470,864
     TL Trucking                              24,668                  19,897
     Logistics                                71,159                  67,125
     Freight Forwarding                       66,547                  60,804
                                     -----------------      ----------------
Total operating revenue                   $  621,393            $    618,690

Operating expenses:
     LTL Trucking                            434,921                 432,681
     TL Trucking                              23,832                  18,952
     Logistics                                68,378                  62,883
     Freight Forwarding                       69,841                  60,088
     Corporate and other                       4,610                   3,327
                                     -----------------       ----------------
Total operating expenses                     601,582                 577,931
                                     -----------------       ----------------
Income from operations                        19,811                  40,759
                                     -----------------       ----------------
Non-operating income (expense):
     Interest expense                         (5,580)                 (4,571)
     Interest income                             134                     192
     Other, net                                   36                    493
                                       ----------------        ---------------
Total non-operating expense                   (5,410)                 (3,886)
                                      ----------------        ---------------
Net income before income taxes                14,401                  36,873
Income tax expense                            (5,680)                (14,823)
Minority interest                              (270)                     266
                                      -----------------       ---------------
Net income                               $    8,451             $    22,316
                                      -----------------       ---------------

Average shares outstanding - basic        26,191,561              26,509,438
Average shares outstanding - diluted      26,775,002              27,456,591
Basic earnings per common share:         $      0.32             $      0.84
Diluted earnings per common share:       $      0.32             $      0.81
                                      -----------------     ------------------
</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                Three months ended
                                                          ----------------------------
                                                      March 31,           April 1,
                                                          2001                 2000
--------------------------------------------------------------------------------------
               <S>                                        <C>                 <C>
Cash flows from operating activities:

Net Income                                      $       8,451           $      22,316
Adjustments to net income:
    Depreciation and amortization                      28,256                  26,519
    Other items affecting cash                          5,460                  5,548
      from operating activities
                                                  --------------        -------------
Net cash provided by operating activities              42,167                  54,383
                                                  --------------        -------------
Cash flows from investing activities:
  Capital expenditures                                (15,667)                (45,830)
  Proceeds on sales                                     2,786                   1,960
  Acquisitions                                               -                 (7,300)
                                                  --------------        -------------
Net cash used in investing activities                 (12,881)                (51,170)
                                                  --------------        -------------
Cash flows from financing activities:
  Dividends paid                                       (2,415)                 (2,473)
  Proceeds from sale of treasury stock                  9,520                   1,366
  Proceeds from long-term debt                         10,000                  40,000
  Payments on long-term debt                          (15,570)                (40,498)
  Net change in short-term debt                       (26,744)                    692
                                                  --------------        -------------
Net cash provided by (used in) financing activities   (25,209)                   (913)
                                                  --------------        -------------
Net increase/(decrease) in cash                         4,077                   2,300
                                                  --------------        -------------
Cash at beginning of period                             5,248                   6,862
                                                  --------------        -------------
Cash at end of period                            $      9,325          $        9,162
                                                  --------------        -------------


</TABLE>

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

Net income                                                   8,451                  22,316
Foreign currency translation adjustments                      (389)                     -
                                                          --------                 -------
   Comprehensive income                                 $    8,062              $   22,316

Proceeds from sale of treasury stock                         9,520                   1,366
Dividends declared                                        (  2,450)               (  2,475)


                                                        ----------              ----------
Balance as of March 31, 2001 and April 1, 2000          $  650,308              $  580,066
   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  results  of  operations  are
affected by the seasonal  aspects of the  trucking  and air freight  industries.
Therefore,  operating results for the three months ended March 31, 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  583,441  and
947,153 for the first quarters of 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 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  quarter of 2001.  As of March 31,  2001,  the
Company had repurchased 454,200 shares.





<PAGE>






<TABLE>
<CAPTION>






5.  Segment Reporting                                   Three Months Ended
      Unaudited (dollars in thousands)               Mar. 31,         Apr. 1,
                                                       2001             2000
-------------------------------------------------------------------------------
          <S>                                          <C>            <C>
Revenue
   LTL Group:
      USF Holland                             $    239,320       $   251,745
      USF Reddaway                                  65,109            63,588
      USF Red Star                                  64,405            66,830
      USF Dugan                                     51,291            51,802
      USF Bestway                                   38,894            36,899
-------------------------------------------------------------------------------
         Sub total LTL Group                       459,019           470,864
   Truckload - Glen Moore                           24,668            19,897
   Logistics subsidiaries                           71,159            67,125
   Freight forwarding                               66,547            60,804
   Corporate and other                                 -                 -
-------------------------------------------------------------------------------
Total Revenue                                  $   621,393        $  618,690

Income From Operations
   LTL Group:
      USF Holland                              $    16,750        $   25,801
      USF Reddaway                                   3,839             4,650
      USF Red Star                                    (584)            1,355
      USF Dugan                                      1,724             2,712
      USF Bestway                                    2,369             3,665
-------------------------------------------------------------------------------
         Sub total LTL Group                        24,098            38,183
   Truckload - Glen Moore                              836               945
   Logistics subsidiaries                            2,781             4,242
   Freight forwarding                               (3,294)               716
   Corporate and other                              (2,873)           (1,658)
   Amortization of intangibles                      (1,737)           (1,669)
-------------------------------------------------------------------------------
Total Income from Operations                    $   19,811        $   40,759
------------------------------------------------------------------------------
</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 March 31, 2001 of $8.5 million,  a 62% decrease  compared to $22.3
million that was  reported for the quarter that ended April 1, 2000.  There were
64 working  days in the  current  quarter  compared  to 65 working  days in last
year's first quarter.

     Net income per share for the current  year's  quarter was  equivalent to 32
cents  diluted  earnings  per share.  Net income per share for the 2000  quarter
amounted  to 81 cents  diluted  earnings  per share.  Net income for the current
year's  quarter was  negatively  impacted (as announced by a press release dated
April 19, 2001) by the continued slowing of the economy that affected results in
all the Company's lines of businesses,  continued  losses at USF Worldwide,  the
Company's domestic and international freight forwarding business and to a lesser
extent, bad weather during the current quarter.

     Revenue  for the 2001  quarter  increased  by 0.4% to $621.4  million  from
$618.7 million for the first quarter of 2000. Revenue increases in the logistics
business,  distribution  service  centers,  the UK freight  forwarder,  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  1.8%,  including the fuel surcharges (see the
note  below  relating  to the  inclusion  of fuel  surcharges  into  revenue  as
promulgated  under  SAB No.  101),  compared  to the  2000  first  quarter;  LTL
shipments  decreased  2.8% and LTL  tonnage  decreased  5.1%.  LTL  revenue  per
shipment increased from $113.36 to $114.55 and the weight per shipment decreased
from  1,147  pounds  to 1,121  pounds.  Volume  levels  in last  year's  quarter
benefited from a very strong second half of the quarter. Whereas, in the current
year, volume levels were negatively  impacted by the slowdown in the economy and
particularly  at USF Holland due to a slowdown in the  automotive  industry  and
other heavy manufacturing based in the central United States.

     Operating earnings for the regional trucking  subsidiaries,  in the current
year's quarter,  decreased 36.9% to $24.1 million  compared to $38.2 million for
the same  period of 2000.  The  consolidated  operating  ratio for the LTL group
deteriorated  to 94.8 from 91.9 last year. Due to current  ecomomic  conditions,
the regional  trucking  subsidiaries has reduced its work force by approximately
5.3% (amounting to 950 workers) since November of 2000.  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). In addition, the regional trucking subsidiaries incurred increases in
group health costs ranging from 12% to 30%. Claims and other operating  expenses
also increased as a percentage of revenue compared to last year's quarter.  Fuel
expense as a  percentage  of revenue  improved  slightly in the  current  year's
quarter.

     USF Glen Moore,  the Company's  truckload (TL) carrier  reported  operating
earnings of $0.8 million at an operating  ratio of 96.6  compared to $0.9 and an
operating ratio of 95.2 in 2000.  Improvements in Labor and Operating costs were
more than offset by increases in Fringes, Depreciation and Fuel expense.

     Revenue in the  Logistics  group  increased by 6.0% to $71.2 million in the
current quarter from $67.1 million in the prior year. USF Processors contributed
lower  revenue in the 2001 quarter  amounting  to  approximately  $17.0  million
compared  to  approximately  $18.7  million  in last  year's  quarter as a major
customer concluded a period of significantly increased volumes. USF Distribution
Services increased revenue by approximately $2.5 million of which expansion into
its new  center in  Baltimore  (that was not  opened  in the  first  quarter  of
2000)amounted to $0.6 million,  while growth in existing centers in Kansas City,
Chicago,  Irwindale,  Fontana and Oklahoma City contributed  approximately  $1.9
million.  USF Logistics increased revenue by $3.2 million mainly in its food,
retail and international business sectors.

     Earnings in the Logistics  group  decreased by 34.4%  compared to the prior
year's  quarter to $2.8  million from $4.2  million as USF  Processors  reported
lower earnings as a result of lower revenue (see paragraph  above) and also as a
result of a less profitable mix of business in the Food and Consumer  sectors at
USF Logistics.
<PAGE>


     Revenue in the Freight  Forwarding  group  increased  9.4% to $66.5 million
from $60.8 million in the prior year's quarter.  The group reported an operating
loss of $3.3 million in 2001 compared to an operating  profit of $0.7 million in
the 2000  quarter.Results  in the Freight Forwarding group include USF Asia, the
trading  name  given to a joint  venture  formed  in  October  1999 of which USF
Worldwide(a  wholly  owned  subisidiary  in the Freight  Forwarding  group) is a
partner and USF Worldwide Logistics Limited ("Limited")(a UK freight forwarder).
USF Asia recorded  first quarter  revenue of  approximately  $4.4 million and an
operating  loss of $0.7  million  compared  to  revenue of $1.2  million  and an
operating  loss  of  $0.9  million  last  year.   Limited  recorded  revenue  of
approximately   $8.5   million  and  an  operating   profit  of  $0.1   million.
Additionally,  in the first quarter, USF Worldwide reported an operating loss of
$2.7 million as its gross  margins  deteriorated  due to a decline in revenue of
$6.0 million.

               Liquidity and Capital Resources

     Cash flows from operating activities  contributed $42.5 million during the
current quarter compared to $54.4 million during the same period last year.

     Net capital  expenditures  for the 2001 quarter  amounted to  approximately
$12.9 million  including  $4.2 million for revenue  equipment,  $2.5 million for
terminal facilities,  and the balance for other capital items. Last year for the
same period, net capital  expenditures  amounted to approximately $51.2 million,
including  $37.4  million  for revenue  equipment,  $3.5  million  for  terminal
facilities,  and the  balance for other  capital  items and the  acquisition  of
Tri-Star Transportation.

     Cash flows  provided  by  financing  activities  included  $9.5  million of
proceeds  from  the sale of  treasury  stock  that resulted  primarily  from the
exercise of stock options.

     Total  borrowings  decreased by $32.3  million  during the first quarter of
2001 and the Company's debt to capital ratio improved to 28.3% 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 in either public market or private
transactions.  This repurchase program is not yet completed.  There have been no
shares  repurchased  in the first  quarter of 2001.  As of March 31,  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
April 6, 2001 to shareholders of record on March 23, 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. 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 March 31, 2001.  The Company  estimates  that the carrying
value of the  notes  approximated  their  market  value at March 31,  2001.  The
Company has no hedging instruments  outstanding.  From time to time, the Company
invests excess cash in overnight money market accounts.

                            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") Number
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 Number 101. The
implementation  of SAB Number  101 had no effect on income  from operations or
net income.

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

     (a)      Exhibits

       1.       Exhibit 10.1-USFreightways Corporation Long-Term Incentive Plan,
                as restated and amended March 8,  2001.

       2.       Exhibit 10.2-USFreightways Corporation Stock Option Plan for
                Non-Employee Directors, as restated and amended March 8, 2001.

       3.       Exhibit 10.3-Form of Severance Protection Agreement, dated as of
                February 28, 2001.


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

                           1.       None.





<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 15th day of
May, 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