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 SEPT. 29, 2001, OR

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

                         Commission File Number 0-19791

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


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

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

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


                              Not applicable
        (Former name or former address, if changed since the last report)

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

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

As of November 2, 2001, 26,393,967 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>
                                                             Sept. 29,          December 31,
                                                                 2001                  2000
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $       70,594        $          5,248
     Accounts receivable, net                                  323,434                 323,517
     Other                                                      71,512                  67,596
                                                     -----------------     -------------------
          Total current assets                                 465,540                 396,361
                                                     -----------------     -------------------

Net property and equipment                                     725,572                 750,485
Net intangible assets                                          176,809                 181,978
Other assets                                                    24,724                  22,250
                                                     -----------------     -------------------
Total assets                                            $    1,392,645        $      1,351,074
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                  $        1,122        $         28,991
     Accounts payable                                           88,606                  90,741
     Other current liabilities                                 206,790                 172,443
                                                     -----------------      ------------------
     Total current liabilities                                 296,518                 292,175
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term bank debt                                         2,734                  10,137
     Notes payable                                             250,000                 250,000
     Other long-term liabilities                               171,831                 163,047
                                                      -----------------     ------------------
            Total long-term liabilities                        424,565                 423,184
                                                      -----------------     ------------------
Minority interest                                                1,592                     539

Common stockholders' equity                                    669,970                 635,176
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,392,645        $      1,351,074
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                            USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
                                                  Three months ended                   Nine months ended
                                        -------------------------------------    ------------------------------
                                            Sept. 29,               Sept. 30,       Sept. 29,       Sept. 30,
                                               2001                   2000              2001            2000
-----------------------------------------------------------------------------   -----------------------------
     <S>                                          <C>                 <C>               <C>             <C>
Operating revenue
     LTL Trucking                         $  461,391            $    484,192      $1,385,719           $1,440,030
     TL Trucking                              24,534                  21,808          74,794               62,399
     Logistics                                67,663                  69,802         205,737              202,117
     Freight Forwarding                       64,992                  66,428         197,595              190,408
                                     -----------------      ----------------      ----------           ----------
Total operating revenue                   $  618,580            $    642,230      $1,863,845           $1,894,954

Operating expenses:
     LTL Trucking                            430,692                 438,950       1,302,178            1,308,177
     TL Trucking                              24,169                  20,694          72,709               58,745
     Logistics                                63,223                  65,647         196,282              189,665
     Freight Forwarding                       73,840                  68,113         212,629              191,188
     Corporate and other                       4,728                   3,138          14,024                9,085
                                     -----------------       ----------------     ----------           ----------
Total operating expenses                     596,652                 596,542       1,797,822            1,756,860
                                     -----------------       ----------------     ----------           ----------
Income from operations                        21,928                  45,688          66,023              138,094
                                     -----------------       ----------------     ----------           ----------
Non-operating income (expense):
     Interest expense                         (5,236)                 (5,632)        (16,218)             (15,545)
     Interest income                             322                     203             710                  711
     Other, net                                 (199)                     (4)             18                 (556)
                                       ----------------        ---------------    ----------           ----------
Total non-operating expense                   (5,113)                 (5,433)        (15,490)             (15,390)
                                      ----------------        ---------------     ----------           ----------
Net income before income taxes                16,815                  40,255          50,533              122,704
Income tax expense                            (6,763)                (16,410)        (20,090)             (49,756)
Minority interest                               (321)                    502            (838)               1,213
                                      -----------------       ---------------     ----------            ---------
Net income                               $     9,731             $    24,347       $  29,605            $  74,161
                                      -----------------       ---------------     ----------            ---------

Average shares outstanding - basic        26,335,517              26,286,058      26,267,763           26,462,064
Average shares outstanding - diluted      26,912,541              26,520,231      26,765,551           27,086,804
Basic earnings per common share:         $      0.37             $      0.93      $     1.13           $     2.80
Diluted earnings per common share:       $      0.36             $      0.92      $     1.11           $     2.74
                                      -----------------     ------------------    ----------           ----------

</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                               Nine months ended
                                                          ----------------------------
                                                      Sept. 29,            Sept. 30,
                                                          2001                 2000
--------------------------------------------------------------------------------------
               <S>                                        <C>                 <C>
Cash flows from operating activities:

Net Income                                      $      29,605           $      74,161
Adjustments to net income:
    Depreciation and amortization                      83,552                  82,313
    Other items affecting cash                         33,292                 (12,332)
      from operating activities
                                                  --------------        -------------
Net cash provided by operating activities             146,449                144,142
                                                  --------------        -------------
Cash flows from investing activities:
  Capital expenditures                                (58,802)               (151,869)
  Proceeds on sales                                     7,677                   9,198
  Acquisitions                                             -                  (16,419)
                                                  --------------        -------------
Net cash used in investing activities                 (51,125)               (159,090)
                                                  --------------        -------------
Cash flows from financing activities:
  Dividends paid                                       (7,318)                 (7,393)
  Proceeds from sale of notes                             -                   149,025
  Payments on notes                                       -                  (100,000)
  Proceeds from sale/(repurchase) of treasury stock    12,612                  (8,778)
  Proceeds from long-term debt                         10,000                  70,000
  Payments on long-term debt                          (17,403)                (92,409)
  Net change in short-term debt                       (27,869)                  2,463
                                                  --------------         -------------
Net cash provided by (used in) financing activities   (29,978)                 12,908
                                                  --------------        -------------
Net increase/(decrease) in cash                        65,346                  (2,040)
                                                  --------------        -------------
Cash at beginning of period                             5,248                   6,862
                                                  --------------        -------------
Cash at end of period                            $     70,594          $        4,822
                                                  --------------        -------------


</TABLE>

                           USFreightways Corporation
     Condensed Consolidated Statements of Changes in Common Stockholders' Equity
                        Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                 -----------------
                                                        Sept. 29,                Sept. 30,
                                                           2001                     2000
                        <S>                                <C>                     <C>
Balance as of December 31 2000 and 1999 respectively    $  635,176              $  558,859

Net income                                                  29,605                  74,161
Foreign currency translation adjustments                       (57)                     -
                                                          --------                 -------
   Comprehensive income                                 $   29,548              $   74,161

Proceeds from sale/ (repurchase) of treasury stock          12,612                   5,740
Dividends declared                                          (7,366)                 (7,374)
Common shares repurchased                                                          (14,520)
                                                        ----------              ----------
Balance as of Sept. 29, 2001 and Sept. 30, 2000         $  669,970              $  616,866
   respectively                                         ==========              ==========
</TABLE>
<PAGE>
              Notes to Condensed Consolidated Financial Statements
                  (Dollars in thousands, except per share amounts)
                                   (Unaudited)

1. Summary of significant accounting policies

     General -
     The consolidated financial statements include the accounts of USFreightways
and its wholly owned subsidiaries (the Company).  The financial  statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim   financial   information  and  with  the  instructions  to  Form  10-Q.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
The statements are unaudited but, in the opinion of management,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included.  The  Company's  consolidated  statements  of
operations for prior periods have been  reclassified to conform with the current
presentation.  The Company's  results of operations are affected by the seasonal
aspects of the trucking and air freight industries. Therefore, operating results
for the  three  and  nine  months  ended  Sept.  29,  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 577,024 and
234,173  for the third  quarters of 2001 and 2000  respectively  and 497,788 and
624,740 for years to date 2001 and 2000 respectively.

3. Debt

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

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

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

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

4. Stock repurchases

     On July 24, 2000, the Company  announced the authorized  buyback of up to 1
million additional shares of its common stock in either public market or private
transactions.  This repurchase program is not yet completed.  There have been no
shares  repurchased  in the first nine months of 2001. As of Sept. 29, 2001, the
Company had repurchased 454,200 shares.
<PAGE>

5. USF Worldwide

     In the 2001  third  quarter  USF  Worldwide,  the  Company's  domestic  and
international air frieght forwarder, reported a charge amounting to $5.9 million
relating  to  severance  and  other  expenses  as USF  Worldwide  downsizes  its
operations  due  to  decreased  revenue,  brought  on by  the  current  business
environment,  and expenses  associated with the  implementation of a new freight
management system in the fourth quarter.


6. Recent Accounting Pronouncemnts

     Financial  Accounting  Standards Board (FASB) issued Statement of Financial
Accounting  Standards  (SFAS)  No.  141  "Business  Combinations"  and  No.  142
"Goodwill and Other  Intangible  Assets" in July 2001. Among other provisions in
these two  statements,  all future business  combinations  will be accounted for
using the  purchase  method  of  accounting  and use of the  pooling-of-interest
method is prohibited.  For acquisitions  completed after July 1, 2001,  goodwill
will not be  amortized.  In  addition,  effective  January 1,  2002,  previously
recorded  goodwill and other  intangible  assets with  indefinite  lives will no
longer be amortized but will be subject to impairment tests annually. Intangible
assets  with finite  lives are  required to be  amortized  over their  estimated
useful lives.  For the three and nine month periods  ended Sept.  29, 2001,  the
Company  recorded  amortization of $2.0 million and $5.7 million,  respectively.
Management  is currently  reviewing  the final  release of these  statements  to
evaluate the impact on the results of operations and financial statements.

    In August 2001, the FASB issued SFAS 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.  The Company is currently  reviewing
the  requirements  of this new standard and has not yet determined its impact,if
any, on the Company's financial position or results of operations.

     In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  Statement 144 requires that long-lived assets be
measured  at the  lower of  carrying  amount  or fair  value  less cost to sell,
whether  reported in continuing  operations or in discontinued  operations.  The
standard is effective for 2002 and generally is to be applied prospectively. The
Company is currently reviewing the requirements of this new standard and has not
yet determined its impact,if any, on the Company's financial position or results
of operations.

<PAGE>






<TABLE>
<CAPTION>






7.  Segment Reporting                                   Three Months Ended        Nine Months Ended
      Unaudited (dollars in thousands)             Sept. 29,        Sept. 30,      Sept. 29,      Sept. 30,
                                                       2001             2000           2001           2000
------------------------------------------------------------------------------- ----------------------
          <S>                                          <C>            <C>           <C>           <C>
Revenue
   LTL Group:
      USF Holland                             $    237,030       $   250,891    $   717,410     $   756,784
      USF Reddaway                                  68,872            72,502        201,832         206,714
      USF Red Star                                  64,488            69,685        194,409         206,440
      USF Dugan                                     53,384            51,143        156,491         154,380
      USF Bestway                                   37,617            39,971        115,577         115,712
------------------------------------------------------------------------------- ---------------------------
         Sub total LTL Group                       461,391           484,192      1,385,719       1,440,030
   Truckload - Glen Moore                           24,534            21,808         74,794          62,399
   Logistics subsidiaries                           67,663            69,802        205,737         202,117
   Freight forwarding                               64,992            66,428        197,595         190,408
   Corporate and other                                 -                 -              -               -
------------------------------------------------------------------------------- ---------------------------
Total Revenue                                  $   618,580        $  642,230    $ 1,863,845     $ 1,894,954

Income (Loss) From Operations
   LTL Group:
      USF Holland                              $    20,064        $   27,437         56,826          81,822
      USF Reddaway                                   7,768             9,399         18,476          23,275
      USF Red Star                                    (599)            2,661         (2,389)          6,674
      USF Dugan                                      1,219             2,504          4,602           8,769
      USF Bestway                                    2,247             3,241          6,026          11,313
------------------------------------------------------------------------------- ---------------------------
         Sub total LTL Group                        30,699            45,242         83,541         131,853
   Truckload - Glen Moore                              365             1,114          2,085           3,654
   Logistics subsidiaries                            4,440             4,155          9,455          12,452
   Freight forwarding                               (8,848)           (1,685)       (15,034)           (780)
   Corporate and other                              (2,753)           (1,391)        (8,312)         (3,987)
   Amortization of intangibles                      (1,975)           (1,747)        (5,712)         (5,098)
------------------------------------------------------------------------------- ---------------------------
Total Income from Operations                    $   21,928        $   45,688    $    66,023     $   138,094
------------------------------------------------------------------------------  ---------------------------
</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  September 29, 2001 of $9.7  million,  a 60% decrease  compared to
$24.4  million that was reported for the quarter that ended  September 30, 2000.
Included in the current quarter's net income is a $5.9 million pre-tax charge at
USF Worldwide. There were 63 working days in the current quarter and last year's
third quarter.

     Net income per share for the current  year's  quarter was  equivalent to 36
cents diluted earnings per share (49 cents diluted earnings per share before the
USF Worldwide charge mentioned above). Net income per share for the 2000 quarter
amounted  to 92 cents  diluted  earnings  per share.  Net income for the current
year's quarter,  as in the 2001 second quarter,  was negatively  impacted by the
continuing  economic  slowdown and the terrorist  attacks of September 11th that
affected results in all the Company's lines of businesses,  and continued losses
at USF Worldwide,  the Company's  domestic and international  freight forwarding
business.

     Revenue  for the 2001  quarter  decreased  by 3.7% to $618.6  million  from
$642.2  million  for  the  third  quarter  of  2000.  Revenue  increases  in the
distribution service centers,  the UK freight forwarder,  USF Asia and truckload
revenue were offset by decreases in the regional  trucking  subsidiaries  group,
the return logistics business and USF Worldwide.

     Less-than-truckload  (LTL) revenue for the current  quarter at the regional
trucking  subsidiaries  decreased 3.9%, including the fuel surcharges , compared
to the  2000  third  quarter;  LTL  shipments  decreased  4.1%  and LTL  tonnage
decreased  6.1%. LTL revenue per shipment  increased from $115.78 to $115.93 and
the weight per shipment decreased 2.1% from 1,137 pounds to 1,113 pounds.  While
all of the LTL trucking  companies were affected by the slowdown in the economy,
USF Holland, the Company's largest regional trucking  subsidiary,  had decreases
in revenue  and  tonnage of 5.5% and 8.2%  respectively  compared to last year's
quarter due to a continuing  significant slowdown in the automotive industry and
other heavy manufacturing industries based in the central United States. USF Red
Star, the Company's Northeastern regional trucking subsidiary, was more directly
impacted by the terrorits  attacks on September  11th and incurred  decreases in
revenue and tonnage amounting to 7.5% and 10.6%, respectively.

     In the last week of the second quarter, the regional trucking  subsidiaries
increased  rates to their  non-contractual  customers by an average  5.9%.  As a
result,  revenue per hundredweight  increased by 2.3% compared to the 2000 third
quarter.   A  similar  rate   increase  was  taken  on  August  28,  2000.   The
non-contractual customer base is approximately one half of the total customers.

     Operating earnings for the regional trucking  subsidiaries,  in the current
year's quarter,  decreased 32.1% to $30.7 million  compared to $45.2 million for
the same  period of 2000.  The  consolidated  operating  ratio for the LTL group
increased to 93.3 (one half point less than the 93.8 operating ratio recorded in
the 2001 second  quarter) from 90.7 in the third quarter of 2000. Due to current
economic conditions,  the regional trucking subsidiaries continue to monitor and
maintain a reduced  work  force.  When  compared  to  November  of 2000 which is
normally one of the strongest parts of the year, the work force is approximately
3.8% lower (amounting to 700 workers).  Since the end of the third quarter,  the
work force has been  further  reduced  bringing  total  reductions,  compared to
September 2000, to approximately 1,000. Despite the work force reductions, labor
and fringe related benefits increased due to annual contractual increases at the
Company's unionized carriers (USF Holland and USF Red Star).  Additionally,  the
regional trucking  subsidiaries continue to experience increases in group health
costs ranging from 12% to 30%. The combined  effect from  increases in labor and
fringes expenses resulted in an increase in the operating ratio of approximately
2.7 points.  Workers' compensation expenses increased as a percentage of revenue
compared to last year's quarter  especially at USF Bestway,  USF Holland and USF
Dugan.  Whereas fuel expense improved in the current  year's quarter compared to
last year.

     USF Glen Moore,  the Company's  truckload (TL) carrier  reported  operating
earnings of $0.4 million at an operating  ratio of 98.5 compared to $1.1 million
and an  operating  ratio of 94.9 in the 2000  quarter  as  increases  in  labor,
depreciation and claims expenses were only partially offset by decreases in fuel
costs.
<PAGE>
     Revenue in the  Logistics  group  decreased by 3.1% to $67.7 million in the
current quarter from $69.8 million in the prior year. USF Processors contributed
lower  revenue in the 2001 quarter  amounting  to  approximately  $13.4  million
compared to approximately $17.4 million in last year's quarter as volumes from a
major customer were significantly  reduced. USF Distribution  Services increased
revenue by approximately $1.9 million of which expansion into its new centers in
San  Francisco,  Orlando and Houston (that were not open in the third quarter of
2000) amounted to $0.9 million,  while growth in existing  centers in Baltimore,
Irwindale,  Fontana and Jersey City contributed  approximately $1.0 million. USF
Logistics  revenue  remained  constant  in each  quarter  as gains in Food,  and
International  business  sectors  were  offset by  reductions  in its Health and
Technology and Metals sectors.

     Earnings in the  Logistics  group  increased by 6.9%  compared to the prior
year's  quarter to $4.4  million  from $4.2  million as USF  Logistics  reported
improved  profits due to lower overhead costs and an improved mix of business in
its  Retail and  Consumer  sectors  offset by  declines  in Metals,  Health and
International sectors. USF Distribution,  despite incurring startup costs at its
San Francisco,  Orlando and Houston  centers that were not opened in last year's
third quarter,  reported slightly higher profits,  and USF Processors reported a
94.2  operating  ratio for the quarter  despite  lower  revenue  (see  paragraph
above).


     Revenue in the Freight Forwarding group declined 2.2% to $65.0 million from
$66.4 million in the prior year's quarter.  The group reported an operating loss
of $8.8 million  (compared to a $2.9 million loss in the 2001 second quarter) in
2001 compared to an operating loss of $1.7 million in the 2000 quarter.  Results
in the Freight  Forwarding group include USF Worldwide,  USF Asia, the Company's
joint venture operation and USF Worldwide  Logistics Limited  ("Limited"),  a UK
freight forwarder.  USF Asia continued to grow its operations and recorded third
quarter  revenue of  approximately  $7.3 million and an  operating  loss of $0.6
million  compared  to  revenue of $4.0  million  and an  operating  loss of $1.0
million last year. Limited,  which was acquired in August 2000, recorded revenue
of  approximately  $7.8 million and an  operating  profit of $0.3  million.  USF
Worldwide  reported an operating  loss of $8.6 million in the 2001 third quarter
compared to a loss of $0.7 million in the 2000 third quarter as revenue declined
by $10.6  million.  Included  in  Worldwide's  third  quarter  loss was a charge
amounting to $5.9 million  relating to severance and other expenses as Worldwide
downsizes its  operations  due to decreased  revenue,  brought on by the current
business  environment,  and expenses associated with the implementation of a new
freight management system in the fourth quarter.

     Worldwide's  third quarter 2001 loss was slightly less than the 2001 second
quarter loss,  before the $5.9 million charge,  and gross margins on air freight
forwarding activities were comparable in both quarters.

     Corporate and other expenses increased by $1.6 million compared to the 2000
third  quarter.  Intangible  amortization  increased by $0.2  million  while the
majority of the  remaining  balance was due to continued  efforts to enhance the
Company's information technology.
<PAGE>
               Liquidity and Capital Resources

     Cash flows from operating activities  contributed $146.5 million during the
2001 nine months compared to $144.1 million during the same period last year.

     Net capital expenditures for the 2001 nine months amounted to approximately
$51.1 million including  additions of $7.8 million for revenue equipment,  $24.5
million for terminal  facilities,  $17.0 million for information  technology and
for other capital items. Last year for the same period, net capital expenditures
amounted to approximately $159.1 million,  including additions of $110.6 million
for revenue equipment,  $22.2 million for terminal facilities,  $9.8 million for
information  technology  and for other  capital  items and the  acquisitions  of
Tri-Star Transportation and USF Worldwide Limited (the UK freight forwarder).

     Cash flows  provided  by  financing  activities  included $12.6  million of
proceeds  from the sale of  treasury  stock  that  resulted  primarily  from the
exercise of stock options occurring mainly in the first quarter.

     Total borrowings decreased by $35.3 million during the first nine months of
2001 and the Company's net debt to capital ratio  improved to 22.1%  compared to
31.3% at December 31, 2000.

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

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

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

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

     On July 24, 2000, the Company  announced the authorized  buyback of up to 1
million  additional shares of its common stock.  This repurchase  program is not
yet completed. There have been no shares repurchased in the first nine months of
2001. As of Sept. 29, 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
October 5, 2001 to shareholders of record on Sept. 21, 2001.

<PAGE>

                                   Market Risk

     The  Company  is  exposed  to the  impact of  interest  rate  changes.  The
Company's exposure to changes in interest rates is limited to borrowings under a
line of credit  agreement  which has variable  interest  rates tied to the LIBOR
rate.  The  average  annual  interest  rates on  borrowings  under  this  credit
agreement were  approximately  6.2% in the first quarter of 2001.The Company had
no  borrowings  under this credit  agreement  in the third  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 Sept. 29, 2001.  The Company  estimates that the
carrying value of the notes  approximated  their market value at Sept. 29, 2001.
The  Company  has no hedging  instruments  outstanding.  From time to time,  the
Company  invests excess cash in overnight money market  accounts.  At the end of
the third  quarter,  the  Company  had  approximately  $64  million  invested in
overnight  money  market  accounts  that  yielded   approximately  3.3%.

                      Recent Accounting Pronouncements


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

     Financial  Accounting  Standards Board (FASB) issued Statement of Financial
Accounting  Standards  (SFAS)  No.  141  "Business  Combinations"  and  No.  142
"Goodwill and Other  Intangible  Assets" in July 2001. Among other provisions in
these two  statements,  all future business  combinations  will be accounted for
using the  purchase  method  of  accounting  and use of the  pooling-of-interest
method is prohibited.  For acquisitions  completed after July 1, 2001,  goodwill
will not be  amortized.  In  addition,  effective  January 1,  2002,  previously
recorded  goodwill and other  intangible  assets with  indefinite  lives will no
longer be amortized but will be subject to impairment tests annually. Intangible
assets  with finite  lives are  required to be  amortized  over their  estimated
useful lives.  For the three and nine month periods  ended Sept.  29, 2001,  the
Company  recorded  amortization of $2.0 million and $5.7 million,  respectively.
Management  is currently  reviewing  the final  release of these  statements  to
evaluate the impact on the results of operations and financial statements.

     In August 2001, the FASB issued SFAS 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.  The Company is currently  reviewing
the requirements of this new standard and has not yet determined its impact,  if
any, on the Company's financial position or results of operations.

     In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  Statement 144 requires that long-lived assets be
measured  at the  lower of  carrying  amount  or fair  value  less cost to sell,
whether  reported in continuing  operations or in discontinued  operations.  The
standard is effective for 2002 and generally is to be applied prospectively. The
Company is currently reviewing the requirements of this new standard and has not
yet  determined  its impact,  if any,  on the  Company's  financial  position or
results of operations.
<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.





<PAGE>

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

     (a)      Exhibits

               1.  Exhibit 10.1 - Promissory Note of Gerard M. Klaisle,dated
                   July 31, 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 5th day of
November, 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