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 29, 2002, 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 6, 2002, 26,912,290 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 29,          December 31,
                                                                 2002                  2001
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $       58,957        $         79,534
     Accounts receivable, net                                  321,219                 295,876
     Other                                                      75,239                  70,840
                                                     -----------------     -------------------
          Total current assets                                 455,415                 446,250
                                                     -----------------     -------------------

Property and equipment, net                                    727,391                 732,520
Goodwill                                                       100,504                 171,708
Other intangible assets, net                                     1,792                   3,016
Notes receivable                                                11,036                   5,036
Other assets                                                    22,498                  20,134
                                                     -----------------     -------------------
Total assets                                            $    1,318,636        $      1,378,664
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                  $          645        $          1,037
     Accounts payable                                           85,642                  89,979
     Accrued salaries, wages and benefits                      102,630                  90,497
     Accrued claims and other                                   89,729                  84,198
                                                     -----------------      ------------------
     Total current liabilities                                 278,646                 265,711
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term bank debt                                         2,318                   2,774
     Notes payable                                             250,000                 250,000
     Accrued claims and other                                   81,187                  77,055
     Deferred income taxes                                      89,342                  93,617
                                                      -----------------     ------------------
            Total long-term liabilities                        422,847                 423,446
                                                      -----------------     ------------------
Minority interest                                                  -                     1,855

Common stockholders' equity                                    617,143                 687,652
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,318,636        $      1,378,664
                                                      -----------------     ------------------
See accompanying Notes to Condensed Consolidated Financial Statements.

</TABLE>
<PAGE>


                            USFreightways Corporation
                         Consolidated Statements of Operations
             Unaudited (Dollars in Thousands, Except Per-Share Amounts)
<TABLE>
<CAPTION>
                                                  Three Months Ended                    Six Months Ended
                                        -------------------------------------    ------------------------------
                                            June 29,                 June 30,        June 29,          June 30,
                                               2002                   2001              2002            2001
-----------------------------------------------------------------------------   -----------------------------
     <S>                                          <C>                 <C>               <C>             <C>
Operating revenue
     LTL Trucking                         $   475,173       $        465,309      $    905,391      $  924,328
     TL Trucking                               28,518                 25,592            53,835          50,260
     Logistics                                 69,593                 66,915           136,145         138,074
     Freight Forwarding                        55,499                 66,056           111,145         132,603
     Intercompany eliminations                 (2,097)                     -            (4,019)              -
                                     -----------------      ----------------        ----------      ----------
Total operating revenue                       626,686                623,872         1,202,497       1,245,265

Operating expenses:
     LTL Trucking                             446,660                436,565           860,013         871,486
     TL Trucking                               26,989                 24,708            51,417          48,540
     Logistics                                 67,517                 64,681           131,779         133,059
     Freight Forwarding                        64,576                 68,948           121,427         138,789
     Freight Forwarding - Asia exit costs           -                      -            12,760               -
     Corporate and other                        8,898                  4,686            15,008           9,296
     Intercompany eliminations                 (2,097)                     -            (4,019)              -
                                     -----------------       ----------------       ----------      ----------
Total operating expenses                      612,543                599,588         1,188,385       1,201,170
                                     -----------------       ----------------       ----------      ----------
Income from operations                         14,143                 24,284            14,112          44,095
                                     -----------------       ----------------       ----------      ----------
Non-operating income (expense):
     Interest expense                          (5,229)                (5,402)          (10,455)        (10,982)
     Interest income                            1,057                    254             1,411             388
     Other, net                                  (195)                   181              (360)            217
                                       ----------------        ---------------      ----------      ----------
Total non-operating expense                    (4,367)                (4,967)           (9,404)        (10,377)
                                      ----------------        ---------------       ----------      ----------
Income before income taxes, minority            9,776                 19,317             4,708          33,718
   interest, and cumulative effect of
   accounting change
Income tax expense                             (3,836)                (7,647)           (6,431)        (13,327)
Minority interest                                   -                   (247)                -            (517)

Income/ (loss) before cumulative
  effect of accounting change                   5,940                 11,423            (1,723)         19,874
Cumulative effect of change in
  accounting for goodwill                           -                      -           (70,022)             -
                                      ---------------           -------------       ----------      ----------
Net income/(loss)                        $      5,940           $     11,423        $  (71,745)     $   19,874
                                      ---------------           -------------       ----------      ----------

Income/ (loss) per share before
   cumulative effect - Basic             $       0.22           $       0.43        $    (0.06)    $     0.76
Income/ (loss) per share before
  cumulative effect - Diluted            $       0.22           $       0.43        $    (0.06)    $     0.74
(Loss) per share - cumulative
  effect - Basic                         $          -           $          -        $    (2.61)    $        -
(Loss) per share - cumulative
  effect - Diluted                       $          -           $          -        $    (2.61)    $        -
Net income/(loss)per share - Basic:      $       0.22           $       0.43        $    (2.67)    $     0.76
Net income/(loss) per share - Diluted:   $       0.22           $       0.43        $    (2.67)    $     0.74

Average shares outstanding - Basic         26,892,426             26,270 599         26,845,749    26,233,016
Average shares outstanding - Diluted       27,469,968             26,652,395         26,845,749    26,700,307
                                      -----------------     ------------------      -----------     ----------
See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>















<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                Six months ended
                                                          ----------------------------
                                                       June 29,              June 30,
                                                          2002                 2001
--------------------------------------------------------------------------------------
               <S>                                        <C>                 <C>
Cash flows from operating activities:

Net Income/(Loss)                               $     (71,745)          $      19,874
Adjustments to net income/(loss):
    Depreciation and amortization                      50,941                  57,053
    Cumulative effect of change in accounting          70,022                     -
        for goodwill
    Impairment of long-lived assets                     7,804                     -
    Other items affecting cash                        (22,383)                  2,053
      from operating activities
                                                  --------------        -------------
Net cash provided by operating activities              34,639                  78,980
                                                  --------------        -------------
Cash flows from investing activities:
  Capital expenditures                                (53,831)                (34,608)
  Proceeds on sales on property and equipment           4,208                   6,142
  Disposition of USF Asia                              (6,000)                     -
                                                  --------------        -------------
Net cash used in investing activities                 (55,623)                (28,466)
                                                  --------------        -------------
Cash flows from financing activities:
  Dividends paid                                       (4,986)                 (4,865)
  Proceeds from sale of stock                           6,241                  10,310
  Proceeds from long-term debt                              -                  10,000
  Payments on long-term debt                             (456)                (17,074)
  Net change in short-term debt                          (392)                (27,952)
                                                  --------------         -------------
Net cash provided by (used in) financing activities       407                 (29,581)
                                                  --------------        -------------
Net increase/(decrease) in cash                       (20,577)                 20,933
                                                  --------------        -------------
Cash at beginning of period                            79,534                   5,248
                                                  --------------        -------------
Cash at end of period                            $     58,957           $      26,181
                                                  --------------        -------------

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest                                     $      9,811           $      10,721
    Income taxes                                        9,556                  10,020



See accompanying Notes to Condensed Consolidated Financial Statements.

</TABLE>

                           USFreightways Corporation
     Condensed Consolidated Statements of Changes in Stockholders' Equity
                        Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                 -----------------
                                                         June 29,                 June 30,
                                                           2002                     2001
                        <S>                                <C>                     <C>
Balance as of December 31, 2001 and 2000 respectively   $  687,652              $  635,176

Net income/(Loss)                                          (71,745)                 19,874
Foreign currency translation adjustments                        13                    (451)
                                                          --------                 -------
   Comprehensive income                                 $  (71,732)             $   19,423

Proceeds from sale of stock                                  6,241                  10,310
Dividends declared                                          (5,018)                 (4,903)

                                                        ----------              ----------
Balance as of June 29, 2002 and June 30, 2001           $  617,143              $  660,006
   respectively                                         ==========              ==========

See accompanying Notes to Condensed Consolidated Financial Statements.

</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 our wholly owned subsidiaries.  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.  Intercompany balances and transactions have been eliminated. Our
consolidated  financial  statements for prior periods have been  reclassified to
conform with the current presentation. Our 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 29,  2002 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2002.  For further  information,  refer to  consolidated  financial
statements and footnotes  thereto included in our annual report on Form 10-K for
the year ended December 31, 2001.

2. Earnings per share

     Basic  earnings/  (loss) per share are  calculated  on net  income/  (loss)
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  our basic and
diluted  earnings per share.  The number of options included in the denominator,
used  to  calculate  diluted  earnings  per  share,  are  577,542  and  381,796,
respectively,  for the second  quarters of 2002 and 2001 and 467,291 for year to
date 2001.  For the year to date 2002,  the diluted  loss per share  calculation
excludes the effect of the  unexercised  stock options  because their  inclusion
would be anti-dilutive.

3. Debt

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

     Our guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis, on an unsecured  senior basis, by all our direct and indirect
domestic  subsidiaries (the "Subsidiary  Guarantors").  We are 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  shown  in our
consolidated  statements.   Our  management  believes  that  separate  financial
statements of, and other disclosures with respect to, the Subsidiary  Guarantors
are not meaningful or material to investors.

     We also have a $200  million  credit  facility  with a group of banks  that
expires  in  November  2002.  This  facility  is for  working  capital,  general
corporate  funding needs,  and up to $100 million for letters of credit we issue
under our  self-insurance  program.  We currently have no borrowings drawn under
the facility, but we have approximately $60 million in issued letters of credit.
We believe this  facility will be replaced on or before its  expiration  with an
equivalent credit facility.
4. Stock repurchases

     On July 24, 2000,  we announced the  authorized  buyback of up to 1 million
additional  shares of our  common  stock in  either  public  market  or  private
transactions. This repurchase program is not yet completed. There were no shares
repurchased  in the  first or  second  quarters  of 2002 or the  first or second
quarters of 2001. As of June 29, 2002, we had repurchased 454,200 shares.

5.   Notes receivable

     USF Asia Group, Ltd.

     On January 18, 2002 we relinquished  our interest in USF Asia Group,  Ltd.,
USF Worldwide's  freight forwarding joint venture in Asia. A one-time payment of
$10  million  was made to Asia  Challenge,  Ltd.,  a Hong Kong  based  logistics
company and USF Worldwide's  former joint venture  partner.  We also provided $6
million in loans to Asia. The loans  included a $3.0 million  secured loan and a
$3.0 million  unsecured  loan. The secured loan is backed by at least 51% of the
common voting shares of USF Asia Group, Ltd. Both loans are due on June 30, 2005
and each bears  interest  at the  six-month  LIBOR plus 1%.  Interest is payable
quarterly.  Income  from  operations  and income  before  income  taxes, were
reduced by approximately  $12.8 million in the first quarter as a result of this
transaction.
<PAGE>

      Auto Warehousing Company ("AWC")

     We have notes  receivable  from AWC, a company  that we owned  until  1993,
totaling $5.7 million ($0.7 million in accounts  receivable)as  of June 29, 2002
and December 31,  2001.  The notes are due August 28, 2003 and bear  interest at
the three month LIBOR plus 7/8%.  Interest is payable  quarterly and is current.
Principal  payments of $0.7  million are due annually in May of each year with a
final  installment  of  approximately  $3.6 million due on August 28, 2003.  The
notes are  secured by a lien on all assets of AWC and a  personal  guarantee  by
AWC's owner including a pledge by the owner of 100% of his stock in AWC.

     Our  notes  receivable  are  secondary  to  loans  due  from AWC to US Bank
totaling  approximately  $1.2  million  as of June  30,  2002.  As a  result  of
financial difficulties being experienced by AWC, AWC has had and may continue to
have  difficulty  making  timely  principal  payments  to us as  required by the
notes.The last principal  payment was made in May 2000. AWC is pursuing  various
actions, including corporate and debt restructuring (including its obligation to
us),  that  if  successful  could  better  enable  AWC  to  meet  its  financial
obligations. We have evaluated the carrying value of these notes receivable, and
based on AWC's ongoing  restructuring  efforts and operating results, we believe
the notes  receivable from AWC will ultimately be realized.  We will continue to
review  the value  considering  the  operations  of AWC and the  results  of its
restructuring efforts.

6. Accounting for Goodwill under SFAS 142

     Under Statement of Financial  Accounting Standards (SFAS) 142 "Goodwill and
Other  Intangible  Assets",  previously  recorded  goodwill and other intangible
assets with indefinite  lives will no longer be amortized but will be subject to
impairment  tests  annually.  As a result of  implementing  this new standard on
January  1,  2002,  we  recorded  an  impairment  charge of $70  million  at USF
Worldwide,  our freight forwarding segment. The charge was shown as a cumulative
effect of change in  accounting  for  goodwill  in the  current  quarter.  Also,
effective January 1, 2002 amortization of goodwill ceased under the standard. In
the second quarter of 2001, we amortized $1.6 million of goodwill.

Intangibles consist of the following (dollars in thousands)
<TABLE>
<CAPTION>
          <S>               <C>          <C>          <C>                 <C>         <C>
                                    June 29, 2002                          June 30, 2001
                                    _____________                          _____________
                                        Gross                          Gross
                        Average         Carrying   Accumulated         Carrying   Accumulated
                        Life (Yrs)      Amount     Amortization        Amount     Amortization
                        __________      ________   ____________        _________  ____________
Amortized intangible
  assets:
     Customer lists        5            $  6,073    $   (4,446)         $  6,073    $  (3,240)
     Non-competes          5               5,404        (5,239)            8,258       (7,246)
                                        ________    __________         ________     __________
Total                                   $ 11,477    $   (9,685)         $ 14,331    $ (10,486)
                                        ========    ==========          ========    ==========
Intangible assets not subject
  to amortization:
     Goodwill                           $211,264    $(110,760)          $213,007    $ (38,408)
                                        ========    =========           ========    =========
Aggregate amortization expense (dollars in thousands)
   For the six months ended June 29, 2002            $    785

Estimated amortization expense for each of the years ended December 31 (dollars
    in thousands) is as follows:
                                2002                 $  1,411
                                2003                    1,072
                                2004                       45
                                2005                       45
                                2006                        4
                                                     ________
                                Total                $  2,577
                                                     ========

The changes in carrying amount of goodwill for the six month period ended June
  29, 2002 (dollars in thousands) is as follows:
                                                                  Freight    Corporate
                                        LTL     TL      Logistics Forwarding and other
                                        segment segment segment   segment    segemnt     Total
                                        _______ _______ _________ __________ _________    _____

Balance as of January 1, 2002           $57,273 $10,574 $32,657   $71,204     $     -   $171,708
Goodwill acquired during the year             -       -       -     1,292           -      1,292
Impairment losses                             -       -       -   (72,496)          -    (72,496)
                                        _______ _______ _______   _______     _______  _________
Balance as of June 29, 2002             $57,273 $10,574 $32,657   $     -     $     -   $100,504
                                        ======= ======= =======   =======     =======  =========


</TABLE>


<TABLE>
<CAPTION>
           <S>                       <C>           <C>                    <C>              <C>


The following table adjusts earnings and earnings per share for the adoption of SFAS
No. 142.  All amounts are in thousands except per share data.

                                   Three Months Ended                      Six Months Ended
                              June 29, 2002   June 30, 2001         June 29, 2002   June 30,2001
                              ______________  ______________          _____________   ____________

Reported net income/ (loss)    $   5,940        $  11,423            $  (71,745)       $  19,874
Add back: goodwill amortization,       -            1,619                     -            2,958
      net of tax               _________       __________             __________       _________
Adjusted net income/(loss)     $   5,940        $  13,042             $  (71,745)     $   22,832
Add back cumulative effect
      of accounting change             -                -                 70,022               -
                                ________       __________              _________        ________
Adjusted net income before
     Cumulative effect of
     accounting change         $   5,940       $   13,042           $    (1,723)       $  22,832
                                ========          =======                ======        =========
Basic earnings/ (loss) per share:
  Reported basic EPS           $    0.22       $     0.43           $     (2.67)       $     0.76
  Add back goodwill amortization       -             0.06                     -              0.11
       net of tax              _________         ________                _______         _________
Adjusted basic EPS            $     0.22       $     0.49           $     (2.67)       $     0.87
Add back cumulative effect of
     accounting change                 -               -                   2.61                 -
                                ________         ________               ________           _______
Adjusted basic EPS before cumulative
  effect of accounting change $     0.22       $     0.49           $     (0.06)       $     0.87
                                 =======          =======               =======            =======
Diluted earnings/ (loss) per share:
   Reported diluted EPS       $     0.22       $     0.43           $     (2.67)       $     0.74
   Add back goodwill amortization      -             0.06                     -              0.11
        net of tax               ________       _________                _______        __________
Adjusted diluted EPS          $     0.22       $     0.49           $     (2.67)       $     0.85
Add back cumulative effect of
     accounting change                -              -                     2.61                 -
                                 _______         ________              ________           ________
Adjusted diluted EPS before
     Cumulative effect of
     accounting change       $     0.22        $   0.49             $     (0.06)        $    0.85
                               ========         ========                 =======           =======
Weighted average shares:
     Basic                       26,892          26,271                  26,846            26,233
     Diluted                     27,470          26,652                  26,846            26,700
</TABLE>

<PAGE>
7. Recent Accounting Pronouncements

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement Obligations". The standard requires entities to record the fair value
of a liability  for an asset  retirement  obligation  in the period in which the
obligation  is incurred.  When the liability is initially  recorded,  the entity
capitalizes the cost by increasing the carrying amount of the related long-lived
asset.  Over time,  the  liability is accreted to its present value each period,
and the  capitalized  cost is  depreciated  over the useful  life of the related
asset.  The standard is  effective  for 2003.  We are  currently  reviewing  the
requirements  of this new standard and have not yet  determined  its impact,  if
any, on our financial position or results of operations.


     In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived  Assets." SFAS No. 144 requires that long-lived assets
be  measured  at the lower of  carrying  amount or fair value less cost to sell.
SFAS  No.  144  also  revises   standards  for  the  reporting  of  discontinued
operations.  The  standard is  effective  for 2002 and  generally  is be applied
prospectively.  During the second quarter the extent of operating  losses of USF
Worldwide caused a review of the  recoverability of it's long-lived assets under
SFAS No. 144.  These  assets  included  primarily  property  and  equipment  and
intangible  assets. We determined that the long-lived assets were impaired based
upon estimates of future cash flows and discounted prices for similar assets and
recorded a charge of $7.8  million  ($6.1  million of the charge was recorded in
the Freight  forwarding  segment while the remaining  $1.7 million of the charge
was  recorded  in  Corporate  and  Other)to  write down the assets to their fair
value.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." The pronouncement  rescinds FASB Statement No. 4, "Reporting Gains
and Losses from  Extinguishments  of Debt",  and an amendment of that Statement,
FASB  Statement No. 64,  "Extinguishments  of Debt Made to Satisfy  Sinking-Fund
Requirements."   The   pronouncement   also  rescinds  FASB  Statement  No.  44,
"Accounting  for  Intangible  Assets of Motor  Carriers" and amends SFAS No. 13,
"Accounting  for  Leases," to eliminate  an  inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback transactions. SFAS No. 145 will be effective for us on January 1,
2003. We have  evaluated  this  statement and  determined  that there will be no
impact on our consolidated financial statements.


<PAGE>




<TABLE>
<CAPTION>






8.  Segment Reporting                                   Three Months Ended           Six Months Ended
     (dollars in thousands)                         June 29,          June 30,     June 29,        June 30,
                                                       2002             2001         2002           2001
------------------------------------------------------------------------------- ---------------------------
          <S>                                          <C>            <C>           <C>           <C>
Revenue
   LTL Group:
      USF Holland                             $     245,125   $      241,060     $   469,400    $   480,380
      USF Reddaway                                   68,878           67,851         130,583        132,960
      USF Red Star                                   69,641           65,516         129,731        129,921
      USF Dugan                                      53,605           51,816         103,595        103,107
      USF Bestway                                    37,924           39,066          72,082         77,960
------------------------------------------------------------------------------- ---------------------------
         Sub total LTL Group                        475,173          465,309         905,391        924,328
   Truckload - Glen Moore                            28,518           25,592          53,835         50,260
   Logistics subsidiaries                            69,593           66,915         136,145        138,074
   Freight forwarding                                55,499           66,056         111,145        132,603
   Corporate and other                                   -                 -               -              -
   Intercompany eliminations                         (2,097)               -          (4,019)             -
------------------------------------------------------------------------------- ---------------------------
Total Revenue                                  $    626,686    $     623,872      $1,202,497    $ 1,245,265
Income From Operations
   LTL Group:
      USF Holland                              $     19,264    $      20,012      $   32,844    $    36,762
      USF Reddaway                                    7,285            6,869          10,976         10,708
      USF Red Star                                   (1,236)          (1,206)         (3,663)        (1,790)
      USF Dugan                                         845            1,659           1,472          3,383
      USF Bestway                                     2,355            1,410           3,749          3,779
------------------------------------------------------------------------------- ---------------------------
         Sub total LTL Group                         28,513           28,744          45,378         52,842
   Truckload - Glen Moore                             1,529              884           2,418          1,720
   Logistics subsidiaries                             2,076            2,234           4,366          5,015
   Freight forwarding                                (9,077) (1)      (2,892)        (10,282)        (6,186)
   Freight forwarding - Asia exit costs                   -                -         (12,760)             -
   Corporate and other                               (6,787)          (2,686)        (12,508)        (5,559)
   Amortization of intangibles                       (2,111) (1)      (2,000)         (2,500)        (3,737)
------------------------------------------------------------------------------- ---------------------------
Total Income from Operations                    $    14,143    $      24,284      $   14,112    $    44,095
------------------------------------------------------------------------------  ---------------------------
</TABLE>
          (1) Includes impairment charges totaling $7,804, $6,089 of which is
              in Freight forwarding and $1,715 included in amortization of
              intangibles


<PAGE>





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

                          Results of Operations

     We ("USFreightways  Corporation") reported net income for the quarter ended
June 29, 2002 of $5.9 million,  compared to net income of $11.4 million that was
reported  for the  quarter  ended June 30,  2001.For  the first half of 2002 and
2001, we reported a net loss of $71.7  million and net income of $19.9  million,
respectively.

     The net income per share for the current  year's  quarter was equivalent to
$0.22  diluted  earnings  per share.  Net income per share for the 2001  quarter
amounted to $0.43 diluted  earnings per share. Net income for the current year's
quarter  included a pre-tax charge of $7.8 million relating to USF Worldwide our
freight  forwarding  segment:  this charge was for long-lived  asset  impairment
recorded in accordance  with Statement of Financial  Accounting  Standard (SFAS)
No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets".
Earnings  before  this  charge  amounted to $10.5  million  equivalent  to $0.38
diluted  earnings  per share.

     The net loss for year to date 2002 amounted to $71.7 million  equivalent to
($2.67)  diluted  earnings  per share  compared  to net income of $19.9  million
($22.8 million before  amortization  of goodwill - see footnote 6) equivalent to
$0.74  diluted  earnings  per share  ($0.85  diluted  earnings  per share before
amortization  of goodwill - see  footnote 6) in the first half of 2001.  The net
loss for the first half of 2002  included  pre-tax  charges of $12.8 million for
relinquishing  our interest in USF Asia in early January,  $70.0 million related
to goodwill  impairment at USF Worldwide upon implementation of SFAS No. 142 and
$7.8 million relating to long-lived asset impairment under SFAS No. 144 (also at
USF  Worldwide).  Year  to  date  earnings  before  these  charges  amounted  to
approximately  $0.57  diluted  earnings per share.  Of the $90.6  million  total
pre-tax charges taken, $80.6 million were non-cash.

     While we are seeing the early  signs of a slight  economic  recovery in the
2002 second  quarter,  the results  continue  to be  negatively  impacted by the
sluggishness  of the  economy.  Likewise,  year to date results in both 2002 and
2001 were negatively impacted by the sluggish economy.

     We reported  revenue for the second  quarter  ended June 29, 2002 of $626.7
million  compared to $623.9 million  reported for the second quarter which ended
June 30, 2001.Revenue for the first half of 2002 amounted to $1.2 billion,a 3.4%
decline from the revenue reported for the first half of 2001.


     Total revenue for the current quarter at the regional trucking subsidiaries
increased 2.1% to $475.2  million  compared to $465.3 million in the 2001 second
quarter.  Because Good Friday  occurred in last year's second quarter but in the
first quarter of 2002,  there were 64 working days in the current year's quarter
compared to approximately 63.5 working days in last year's second quarter. Total
revenue in the 2002 second quarter  increased by 10.4% over the first quarter of
2002. Fuel surcharges,  which are included in the reported revenue,  declined by
approximately  1.1% as a percent  of  revenue  compared  to last  year's  second
quarter as fuel prices declined. LTL revenue before fuel surcharges increased by
approximately 3.4% in the 2002 quarter compared to the 2001 second quarter.  LTL
shipments  increased  4.0% and LTL  tonnage  increased  3.5%.  LTL  revenue  per
shipment  decreased  1.7% from  $113.57  to $111.66  as the  average  weight per
shipment  decreased 0.6% from 1,117.2 pounds to 1,110.0 pounds.  On a comparable
daily basis,  for the 2002 second quarter  compared to the 2001 second  quarter,
LTL shipments  increased  approximately 3.2%, LTL tonnage increased 2.7% and LTL
revenue per shipment before fuel surcharges decreased 0.6% while LTL revenue per
hundredweight   before  fuel  surcharges  decreased   approximately 0.1%.  On  a
comparable  working  day basis,  LTL  shipments  and LTL  tonnage  increased  by
approximately 7.4% and 7.9%, respectively, compared to the 2002 first quarter.

     Total  revenue  for  the  first  half  of  2002  at the  regional  trucking
subsidiaries  decreased by 2.0% to $905.4 million  compared to $924.3 million in
the  first  half of 2001.  Year to date LTL  shipments  increased  by 0.6%,  LTL
tonnage fell by 0.3%,  LTL revenue per shipment  declined by 2.2% to $111.52 and
the weight per shipment  declined by 0.9% to 1,108.6  pounds from 1,118.8 in the
first half of 2001. Fuel surcharges,  included in the reported revenue, declined
by approximately 1.5% as a percent of revenue compared to last year's first half
as fuel prices declined.

<PAGE>
     Operating earnings for the regional trucking  subsidiaries,  in the current
year's quarter, were $28.5 million compared to $28.7 million for the same period
of 2001. The  consolidated  operating  ratio for the LTL group increased to 94.0
from 93.8 in the second  quarter of 2001.  Despite  the  sluggish  economy,  USF
Reddaway recorded an improved operating ratio, on a 1.5% increase in revenue, in
the current  quarter of 89.4  compared to last year's second  quarter  operating
ratio of 89.9 (mainly from an improvement in fuel and claims  expenses that were
somewhat  offset by an increase  in  operating  expenses).  USF  Holland,  which
operates  in the  central  states  where the  economy is heavily  influenced  by
manufacturing,  particularly in the automotive area,  increased  revenue by 1.7%
compared to last year's  second  quarter  reported  an  operating  ratio of 92.1
(including  a gain on sale of land  amounting  to  approximately  $0.6  million)
compared to 91.7 in the 2001 second  quarter  (increases  in labor and  workers'
compensation expenses were somewhat offset by decreases in fuel and depreciation
expenses).  USF Bestway  reported a decline in revenue of 2.9%  compared to last
year's second quarter In spite of this revenue decrease, USF Bestway's operating
ratio  improved to 93.8 compared to 96.4 in the 2001 second quarter due to lower
claims  expense in the 2002 quarter.  USF Dugan  recorded a revenue  increase of
3.5% in the current quarter compared to the 2001 second quarter. On a comparable
daily basis and before fuel surcharges,  USF Dugan's revenue  increased by 4.2%.
USF Dugan operated at 98.4 in the 2002 second  quarter  compared to 96.8 in last
year's  second  quarter   (Dugan   incurred   additional   labor  and  purchased
transportation  expenses to improve its service  products.  These  expenses were
somewhat  offset by  decreases  in fuel and  operating  expenses.)  USF Red Star
recorded a 101.8 operating ratio in the 2002 and 2001 second quarters. A USF Red
Star competitor  closed operations in late February 2002, and the extra business
enabled  USF Red Star to improve  its  current  quarter  operating  ratio by 2.2
operating points compared to the 2002 first quarter operating ratio of 104.0.

     Operating earnings for the regional trucking companies in the first half of
2002  amounted  to $45.4, million a  decrease  of 14.1%  compared  to  operating
earnings of $52.8  million in the first half of 2001 due mainly to the  sluggish
economy.  The consolidated  operating ratio for the regional trucking  companies
for the first half of 2002 was 95.0 compared to 94.3 for the first half of 2001.
Year over year operating ratio improvements  occurred at USF Bestway (due mainly
to reduced claims  expenses in the 2002 first half) and USF Reddaway (due mainly
to improved  cost  controls in the 2002 first  half).  USF Red Star's  operating
ratio  improved in the first half of 2002 compared to the first half of 2001 due
to  additional  business  gained  beginning  in February  2002 when a competitor
closed.  USF Holland reported an increase in its year to date operating ratio to
93.0 in the first half of 2002  compared  to a 92.3 in the first half of 2001 as
the economy in the central states (which is heavily automotive related) has been
the most adversely  impacted.  USF Dugan reported an increase in operating ratio
in the first  half of 2002 to 98.6  from  96.7 in the  first  half of 2001 as it
incurred additional labor and purchased transportation costs in order to improve
service products.


     USF Glen Moore,  our TL carrier recorded an 11.4% revenue increase to $28.5
million in the 2002 second quarter with  operating  earnings of $1.5 million and
an  operating  ratio of 94.6  compared to $0.9  million  profit and an operating
ratio of 96.5 in the 2001  second  quarter as  improvements  in fuel,  purchased
transportation  and claims expenses were partially  offset by increases in labor
and workers' compensation expenses.

     USF Glen Moore reported revenue in the first half of 2002 of $53.8 million,
an  increase  of 7.1%  compared  to $50.3  million  in the  first  half of 2001.
Operating  earnings for the first half of 2002 improved by 40.6% to $2.4 million
from $1.7 million in the first half of 2001 and its operating  ratio improved to
95.5 in 2002 from 96.6 in 2001 due mainly to  reductions  in fuel  costsand to a
lesser extent, improvement in truckload revenue per mile.

     As part  of USF  Glen  Moore's  service  offerings,  it  hauls  for our LTL
regional  trucking  companies.  Therefore,  the  intercompany revenue  that  is
eliminated  on our  Consolidated  Statements  of  Operations  and Footnote No. 8
Segment  Reporting  is that  revenue  generated  and  recorded by USF Glen Moore
wherein it is providing  services to our LTL regional trucking  companies who in
turn record an expense for transportation services in their results.
<PAGE>
     Revenue in the  Logistics  group  increased by 4.0% to $69.6 million in the
current  quarter from $66.9 million in the prior year.  Revenue at USF Logistics
increased by 10.6%.  Earnings in the Logistics group decreased by 7.1% from $2.2
million in the 2001 second quarter to $2.1 million in the 2002 second quarter as
startup costs were incurred for new contracts and recently  opened  distribution
centers. USF Processors  contributed lower revenue in the 2002 quarter amounting
to approximately  $10.9 million compared to approximately  $13.8 million in last
year's  quarter as volumes from a major  customer  were  significantly  reduced.
Processors  operated at near  breakeven  for the current  quarter  compared to a
small loss in the 2001 second quarter,  but  significantly  improved its profits
from the 2002 first quarter.

     Year to date revenue for the first half of 2002  declined by 1.4% to $136.1
million  compared to $138.1  million in the first half of 2001 in the  Logistics
group.  USF  Logistics  increased  revenue as new  distribution  centers and new
contracts started up while USF Processors reported lower revenue as volumes from
a major customer were  significantly  reduced in the first half of 2002 compared
to the first half of 2001. Operating earnings decreased by 12.9% to $4.4 million
in the first  half of 2002 as USF  Logistics  reported  increased  profits  from
recently opened distribution  centers, but USFProcessors  reported a loss in the
current year compared to a profit in the first half of 2001.


     Revenue in the Freight  Forwarding segment decreased 16.0% to $55.5 million
from $66.1  million in the 2001  second  quarter.  $5.8  million of revenue  was
reported in USF Asia in the 2001 second  quarter,  whereas  there was no revenue
reported in the 2002 second quarter because we relinquished  our interest in USF
Asia in the first  week of the 2002 first  quarter.  Even  though the  segment's
management  team  has  reduced  fixed  costs  and  made  organizational  changes
continued  lower  business  levels  and  revenue  from  operations  have  led to
increased  losses  and other  charges.  The  segment  reported a 2002 first half
operating loss of $13.0 million  including a long-lived asset impairment  charge
of $6.1 million under SFAS No. 144 and a $2.8 million  charge taken in the first
quarter  (part of the total $12.8 million  charge to relinquish  our interest in
USF Asia - see also Footnote 5 and  Corporate  and other  below).  Lower profits
resulted  primarily from lower gross margins due to reduced volumes  compared to
last year. An additional charge, under SFAS No. 144 of $1.7 million was incurred
in Corporate and Other for the write down of intangible assets.

     Revenue  in the  Freight  Forwarding  segment  in the  first  half  of 2002
declined by 16.2% to $111.1  million  from  $132.6  million in the first half of
2001.  USF Asia  reported  revenue of $10.2 million in the 2001 first half while
there was no revenue  reported  in the 2002 first  half as we  relinquished  our
interest  in USF Asia in the first  week of 2002.  Freight  forwarding  domestic
revenue  at USF  Worldwide  declined  by  10.2% to $94.8  million.  The  segment
reported a 2002 first half  operating  loss of $10.3  million  including  a $6.1
million  charge  under SFAS No.  144.  Last  year's  first half  operating  loss
amounted to $6.2 million.

     Following  extended  losses  and  review  of the  overall  strategy  of the
USFreightways group, we have concluded that the freight forwarding business,  as
currently structured, does not fit as one of our core businesses. We are working
with an  investment  banking  firm to advise us on our  strategic  alternatives,
including the sale of the freight forwarding business.

     Freight  Forwarding - Asia exit costs is the $12.8 million  charge taken to
relinquish our interest in USF Asia. Included in the costs is a one-time payment
of $10.0 million to Asia Challenge,  Ltd., a Hong Kong based  logistics  company
and USF Worldwide's former joint venture partner (see also Footnote 5).

     Corporate and other  expenses  increased by $4.2 million in the 2002 second
quarter to $8.9  million  compared to $4.7  million in the 2001 second  quarter.
Corporate expenses increased to $6.8 million in the 2002 second quarter compared
to $2.7 million in the 2001 second quarter as our information  technology  group
(IT), mainly,  increased  non-capital  expenses in the current quarter as the IT
group continued to upgrade systems and infrastructure. Due to the implementation
of SFAS No. 142,  amortization  of  non-goodwill  intangible  assets in the 2002
second quarter  decreased to $0.4 million compared to $2.0 million  amortization
on all intangible  assets in the second quarter.  An additional asset impairment
charge of $1.7  million  relating  to USF  Worldwide  (see  comments  above) was
recorded in the second quarter of 2002 bringing the total  amortization  expense
for the 2002 quarter to $2.1 million.

     Corporate  and other  expenses for the first half of 2002 amounted to $15.0
million compared to $9.3 million in the first half of 2001.  Corporate  expenses
increased to $12.5 million in the first half of 2002 compared to $5.6 million in
the first half of 2001. Our IT group increased its non- capital expenses by $6.2
million  in the first  half of 2002  compared  to the same  period in 2001 as is
continues  to upgrade  systems  and  infrastructure  across all of the  business
segments.  An asset impairment  charge of $1.7 million relating to USF Worldwide
(see note above) was recorded in the second  quarter of 2002 in accordance  with
SFAS No. 144.  Non-goodwill  amortization amounted to $0.8 million for the first
half of 2002  compared to $3.7 million for the  amortization  on all  intangible
assets in the first half of 2001.



     Income tax expense is calculated  on income  before income taxes,  minority
interest and cumulative effect of accounting change and before the $12.8 million
Asia exit  costs  (there  are no tax  benefits  associated  with  these  costs).
Therefore, adding back the $12.8 million Asia exit costs to income before income
taxes,  minority interest and cumulative effect of accounting change to the 2002
six months income before income taxes,  minority  interest and cumulative effect
of accounting change would increase the reported amount of $4.7 million to $17.5
million.

     The  effective  income tax rate for the  second  quarter of 2002 was 39.2%.
Included in the 2002 second  quarter  income  before  income taxes was a capital
gain on sale of real estate that was not  subject to income  taxes.  Absent this
transaction,  the second quarter 2002 tax rate would have been 42.0%. The second
quarter  2001 tax rate was 40.1%  (income  before  income  taxes  less  minority
interest).  The second  quarter 2002 effective book tax rate is greater than the
second quarter 2001 effective book tax rate as permanent  differences,  for tax,
were  applicable  to a smaller  taxable  income base in the 2002 second  quarter
compared to the 2001 second quarter.

     The  effective  income tax rate for the first half of 2002 was 36.8%  after
adding back the loss on disposition of USF Asia ($12.8 million) to income before
income taxes of $4.7 million.  Included in the year to date income before income
taxes was the capital gain mentioned above. Also, we received a state income tax
refund in the 2002 first  quarter that lowered the  effective  tax rate for that
period.  Absent  these  adjustments,  the tax rate for the 2002 first half would
have  been  42.0%.  The  effective  tax  rate  for the  first  half of 2001  was
40.1%(income  before income taxes less minority  interest).  The 2002 first half
effective  book tax rate is greater than the 2001 first half  effective book tax
rate as permanent  differences,  for tax, were  applicable to a smaller  taxable
income base in the 2002 first half compared to the 2001 first half.

<PAGE>



          Liquidity and Capital Resources

     Cash flows from operating  activities  contributed $34.6 million during the
first six months of 2002 compared to $79.0  million  during the same period last
year.  In the first  half of 2002,  cash flows from  operating  activities  were
negatively impacted by our net loss of $71.7 million and an increase in accounts
receivable and other current assets  amounting to $32.5 million.  Offsetting the
aforementioned were the non-cash write-offs of goodwill and long-lived assets at
USF  Worldwide  amounting  to  $70.0  million  and $7.8  million,  respectively,
depreciation  of  property  and  equipment  and   amortization  of  non-goodwill
intangibles of approximately $50.9 million. (See Table below)




                                                        Dollars in Millions
                                             Six Months Ended   Six Months Ended
                                              June 29, 2002       June 30, 2001
                                                    ____________________________

     Cash flows from operating activities:
          Income before unusual charges              $ 15.5      $     19.9
          Subtract unusual charges:
                Cash payment - USF Asia               (10.0)              -
                Non-cash USF Asia write-off            (2.8)              -
                Non-cash goodwill write-off           (70.0)              -
                Non-cash fixed assets impairment       (4.4)              -
                                                     _________    _________
        Net income/ (loss)                           $(71.7)     $     19.9

        Adjustments to reconcile net income to
          net cash provided by operating activities
                Depreciation and amortization        $ 50.9      $     57.1
                (Increase)/ decrease in accounts
                   receivable and other               (22.4)            2.0
                Goodwill write-off                     70.0               -
                Non-cash assets impairment              7.8               -
                                                     _________    _________
        Net cash provided by operating activities    $ 34.6       $    79.0
                                                     _________    _________



     Capital  expenditures  for the first half of 2002 amounted to approximately
$53.8 million including additions of $24.0 million for revenue equipment,  $14.0
million for terminal  facilities,  $4.7 million for  information  technology and
$11.1  for  other  capital  items.  Last  year  for  the  same  period,  capital
expenditures  amounted to approximately  $34.6 million,  including  additions of
$7.0 million for revenue equipment, $8.9 million for terminal facilities,  $13.1
million for IT equipment and $5.6 million for other capital items.

     Other cash flows used in operating activities included a $10.0 million cash
payment  to USF  Worldwide's  former  joint  venture  partner  in  Asia  when we
relinquished our interest in the joint venture. We also incurred $6.0 million in
investing activities for loans to USF Asia Group, Ltd.

     Total  borrowings  decreased by $0.8 million  during the first half of 2002
and we had  approximately  $51.3  million  invested in  overnight  money  market
deposits.  Our net debt to capital  ratio was 23.9% at June 29, 2002 compared to
20.2% at December 31, 2001.

     Our 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.
<PAGE>

     Our guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis, on an unsecured  senior basis, by all our direct and indirect
domestic  subsidiaries (the "Subsidiary  Guarantors").  We are 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  shown  in our
consolidated  statements.   Our  management  believes  that  separate  financial
statements of, and other disclosures with respect to, the Subsidiary  Guarantors
are not meaningful or material to investors.

     We also have a $200  million  credit  facility  with a group of banks  that
expires  in  November  2002.  This  facility  is for  working  capital,  general
corporate  funding needs,  and up to $100 million for letters of credit we issue
under our  self-insurance  program.  We currently have no borrowings drawn under
the facility, but we have approximately $60 million in issued letters of credit.
We believe this  facility will be replaced on or before its  expiration  with an
equivalent credit facility.

     On July 24, 2000,  we announced the  authorized  buyback of up to 1 million
additional  shares of our  common  stock.  This  repurchase  program  is not yet
completed.  There were no shares  repurchased in the first or second quarters of
2002 or the  first or  second  quarters  of 2001.  As of June 29,  2002,  we had
repurchased 454,200 shares.

     A dividend of 9 1/3 cents per share  equivalent to $2.5 million was paid on
July 5, 2002 to shareholders of record on June 21, 2002.

              Quantitative and Qualitative Disclosures about Market Risk

     We are  exposed to the impact of interest  rate  changes.  Our  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.  There have
been no borrowings  under this agreement in the 2002 first and second  quarters.
The weighted  average  annual  interest  rates on  borrowings  under this credit
agreement  were 6.3% in 2001.  In  addition,  we have $150  million of unsecured
notes with an 8 1/2% fixed  annual  interest  rate and $100 million of unsecured
notes with a 6 1/2% fixed  annual  interest  rate at June 29,  2002.  We have no
hedging instruments. From time to time, we invest excess cash in overnight money
market accounts. At June 29, 2002, we had invested  approximately $51 million in
overnight money market accounts that yielded approximately 1.9%.

                 Recent Accounting Pronouncements

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement Obligations". The standard requires entities to record the fair value
of a liability  for an asset  retirement  obligation  in the period in which the
obligation  is incurred.  When the liability is initially  recorded,  the entity
capitalizes the cost by increasing the carrying amount of the related long-lived
asset.  Over time,  the  liability is accreted to its present value each period,
and the  capitalized  cost is  depreciated  over the useful  life of the related
asset.  The standard is  effective  for 2003.  We are  currently  reviewing  the
requirements  of this new standard and have not yet  determined  its impact,  if
any, on our financial position or results of operations.

     In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived  Assets." SFAS No. 144 requires that long-lived assets
be  measured  at the lower of  carrying  amount or fair value less cost to sell.
SFAS  No.  144  also  revises   standards  for  the  reporting  of  discontinued
operations.  The  standard is  effective  for 2002 and  generally  is be applied
prospectively.  During the second quarter the extent of operating  losses of USF
Worldwide caused a review of the  recoverability of it's long-lived assets under
SFAS No. 144.  These  assets  included  primarily  property  and  equipment  and
intangible  assets. We determined that the long-lived assets were impaired based
upon estimates of future cash flows and discounted prices for similar assets and
recorded a charge of $7.8  million  ($6.1  million of the charge was recorded in
the Freight  forwarding  segment while the remaining  $1.7 million of the charge
was  recorded  in  Corporate  and  Other) to write down the assets to their fair
value.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." The pronouncement  rescinds FASB Statement No. 4, "Reporting Gains
and Losses from  Extinguishments  of Debt",  and an amendment of that Statement,
FASB  Statement No. 64,  "Extinguishments  of Debt Made to Satisfy  Sinking-Fund
Requirements."   The   pronouncement   also  rescinds  FASB  Statement  No.  44,
"Accounting  for  Intangible  Assets of Motor  Carriers" and amends SFAS No. 13,
"Accounting  for  Leases," to eliminate  an  inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback transactions. SFAS No. 145 will be effective for us on January 1,
2003. We have  evaluated  this  statement and  determined  that there will be no
impact on our consolidated 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, 2002, the annual  meeting of  stockholders  of  USFreightways
Corporation was held pursuant to notice.

     (b)  Morley  Koffman,  Anthony  J.  Paoni,  and John W. Puth  were  elected
directors at the meeting.  The  following  directors'  term of office  continued
after the meeting:

                  Robert V. Delaney                  Stephen B. Timbers
                  Samuel K. Skinner                  William N. Weaver, Jr.
                  Neil A. Springer

     (c) Election of Directors

         Morley Koffman   FOR:    24,415,392
                          WITHHOLD:  318,131
                          ABSTENTIONS:     0
                          BROKER NON VOTES 0

        Anthony J. Paoni FOR:    24,324,350
                         WITHHOLD:  409,173
                         ABSTENTIONS:     0
                         BROKER NON VOTES:0

        John W. Puth     FOR:    24,590,890
                         WITHHOLD:  142,633
                         ABSTENTIONS:     0
                         BROKER NON VOTES 0


     (d) N/A

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

     (a) Exhibits
            1. None.

     (b) Current Reports on Form 8-K were filed:
            1. A Current Report on Form 8-K was filed on May 29, 2002
               announcing  that the Company had dismissed  Arthur Andersen LLP
               as its  independent  auditors and had engaged Deloitte & Touche
               LLP as its new independent auditors.


<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, 2002.



                            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