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 OCTOBER 3, 1998, OR
        
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO _______________
                        
                         Commission File Number 0-19791
                           
                          USFREIGHTWAYS CORPORATION
             (Exact name of registrant as specified in its charter)
                         

      Delaware                               36-3790696
    (State of Incorporation)       (IRS Employer Identification No.)
                 
       9700 Higgins Road, Rosemont, Illinois           60018
     (Address of principal executive offices)       (Zip Code)
                       
                       Registrant's telephone number
                   including area code: (847) 696-0200
                            

                              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 12, 1998, 26,263,373 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>
                                                            October 3,          January 3,
                                                                 1998                  1998
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $        7,572        $          6,471
     Accounts receivable, net                                  217,627                 187,554
     Other                                                      53,544                  43,091
                                                     -----------------     -------------------
          Total current assets                                 278,743                 237,116
                                                     -----------------     -------------------

Net property and equipment                                     528,929                 448,315
Net intangible assets                                          108,875                 104,407
Other assets                                                     9,743                   9,697
                                                     -----------------     -------------------
Total assets                                            $      926,290        $        799,535
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current  debt                                      $        5,219        $            650
     Accounts payable                                           67,963                  62,895
     Other current liabilities                                 164,748                 118,169
                                                     -----------------      ------------------
     Total current liabilities                                 237,930                 181,714
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term debt                                             20,726                  15,000
     Notes payable                                             100,000                 100,000
     Other long-term liabilities                               126,833                 110,621
                                                      -----------------     ------------------
            Total long-term liabilities                        247,559                 225,621
                                                      -----------------     ------------------
Common stockholders' equity                                    440,801                 392,200
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $      926,290        $        799,535
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                              USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>   
<CAPTION>
                                             Three months ended                         Nine months ended
                                        ------------------------------------- ---------------------------------
                                             October 3,        September 27,       October 3,     September 27,
                                                  1998                  1997            1998              1997
---------------------------------------------------------------------------------------------------------------
     <S>                                          <C>                 <C>                 <C>            <C>
Operating revenue                         $    469,349       $       393,462    $   1,358,714    $   1,130,042
Operating expenses:
     Salaries, wages and benefits              278,764               246,288          809,957          713,358
     Other operating expenses                   81,779                75,523          242,627          223,974
     Purchased transportation                   44,864                14,548          128,913           40,392
     Insurance and claims                        8,522                 7,357           24,349           22,307
     Depreciation and amortization              20,569                17,841           59,846           52,120
                                     -----------------       ----------------   --------------  --------------
         Total operating expenses              434,498               361,557        1,265,692        1,052,151
                                     -----------------       ----------------   --------------  --------------
Income from operations                          34,851                31,905           93,022           77,891
                                     -----------------       ----------------   --------------  --------------
Non-operating income (expense):
     Interest expense                           (2,109)               (1,956)          (6,243)          (6,554)
     Interest income                               191                   380              634              770
     Other, net                                    125                   (85)            (102)             (40)
                                      ----------------        ---------------   -------------   ---------------
          Total non-operating expense           (1,793)               (1,661)          (5,711)          (5,824)
                                      ----------------        ---------------   -------------   ---------------
Net income before income taxes                  33,058                30,244           87,311           72,067
Income tax expense                              13,554                12,702           36,034           30,234
                                      -----------------       ---------------   -------------   --------------
Net income                               $      19,504       $        17,542    $      51,277   $       41,833
                                      -----------------       ---------------   -------------   --------------

Average shares outstanding - basic          26,244,706            25,972,653       26,187,788       25,357,417
Average shares outstanding - diluted        26,413,506            26,298,153       26,467,601       25,625,642
Basic earnings per common share:         $        0.74       $          0.68     $       1.96   $         1.65
Diluted earnings per common share:       $        0.74       $          0.67     $       1.94   $         1.63
                                      -----------------     ---------------------------------   --------------
</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                             Nine months ended
                                                --------------------------------------
                                                       October 3,         September 27,
                                                            1998                  1997
-----------------------------------------------------------------------------------
               <S>                                          <C>                 <C>
Cash flows from operating activities:

Net Income                                      $         51,277       $       41,833
Adjustments to net income:
    Depreciation and amortization                         59,846               52,120
    Other items affecting cash                            24,994               19,210
      from operating activities
                                                -----------------      ---------------
Net cash provided by operating activities                136,117              113,163
                                                -----------------      ---------------
Cash flows from investing activities:
  Capital expenditures, net of
    proceeds on sales                                   (114,291)             (78,758)
  Acquisitions                                           ( 7,625)
  Net fixed assets from acquisitions                     (20,736)
                                                -----------------    ----------------
Net cash used in investing activities                   (142,652)             (78,758)
                                                -----------------    ----------------
Cash flows from financing activities:
  Dividends paid                                          (7,321)              (6,926)
  Proceeds from sale of common stock                         -                 69,431
  Proceeds from sale of treasury stock                     4,662                5,927
  Proceeds from long-term debt                             5,726
  Payments on long-term debt                               -                  (78,000)
  Net change in short-term debt                            4,569                 (223)
                                                -----------------     ----------------
Net cash provided by (used in) financing activities        7,636               (9,791)
                                                -----------------     ----------------
Net increase in cash                                       1,101               24,614
                                                -----------------     ----------------
Cash at beginning of period                                6,471                4,090
                                                 -----------------    -----------------
Cash at end of period                             $        7,572      $        28,704
                                                 -----------------    -----------------


</TABLE>





<PAGE>

              Notes to Condensed Consolidated Financial Statements
                  (Dollars in thousands, except per share amounts)
                                (Unaudited)

1. General

The  financial  statements  have been  prepared  in  accordance  with  generally
accepted  accounting  principles for interim financial  information and with the
instructions  to  Form  10-Q.  Accordingly,  they  do  not  include  all  of the
information and footnotes required by generally accepted  accounting  principles
for complete  financial  statements.  The  statements  are unaudited but, in the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered  necessary for a fair presentation have been included.  The Company's
results of operations  are affected by the seasonal  aspects of the regional LTL
trucking  business.  Therefore,  operating results for the three months and nine
months ended October 3, 1998 are not necessarily  indicative of the results that
may be expected for the year ending December 31, 1998. For further  information,
refer to consolidated financial statements and footnotes thereto included in the
registrant's annual report on Form 10-K for the year ended January 3, 1998.

2. Earnings per share

Earnings  per share basic and diluted  earnings per share are  calculated  under
guidelines of FASB statement No. 128. Basic earnings per share are calculated on
income available to common stockholders divided by the  weighted-average  number
of common shares outstanding  during the period.  Diluted earnings per share are
calculated  using earnings  available to each share of common stock  outstanding
during the period  and to each share that would have been  outstanding  assuming
the  issuance  of  common  shares  for  all  dilutive  potential  common  shares
outstanding during the reporting period.  Unexercised stock options,  calculated
under the  treasury  stock  method,  is the only  reconciling  item  between the
Company's basic and diluted  weighted  earnings per share. The number of options
included in the  denominator,  used to calculate  diluted earnings per share are
168,800,  325,500,  279,813 and 268,225 for the third  quarters of 1998 and 1997
and for the years to date of 1998 and 1997 respectively.


3. New accounting standards

The Financial  Accounting  Stands Board (FASB) has issued FASB Statement No. 132
("Employers'  Disclosures  about  Pensions and Other  Postretirement  Benefits")
which the Company will adopt in the fourth quarter of 1998. FASB has also issued
Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities".   The  Company  is  currently   evaluating   the  impact  of  these
pronouncements;  however  it does  not  anticipate  that the  adoption  of these
statements  will have a material  impact on results of  operations  or financial
condition.

4. Subsequent events

On  September  23, 1998 the Company  announced  that it signed an  agreement  to
acquire  all of the  issued and  outstanding  shares of Golden  Eagle  Group for
approximately  $34  million.  This merger was  completed  on November  12, 1998.
Golden Eagle provides logistics services and international air and ocean freight
forwarding for shipments  between the United States and Europe,  the Middle East
and Far East and from the United  States to Central  and South  America  and the
Caribbean.  The company also  provides  logistics  services  including  packing,
crating and warehousing as well as being a licensed customs broker.  Revenue for
Golden Eagle for the year ended  December 31, 1997  amounted to $84 million,  of
which approximately 90% were international.  This acquisition is consistent with
the Company's  expressed intention to pursue revenue growth through market share
and acquisition.

On October 19, 1998, the Company announced that it had acquired Moore & Son Co.,
a Columbus,  Ohio based assembly and  distribution  business  serving all points
within the state. Annual revenue for Moore & Son is expected to be approximately
$8 million.  The Ohio cross-dock  facility will become part of USF  Distribution
that has  existing  service  centers  located in major  metropolitan  centers of
Illinois, Georgia, New Jersey, Colorado and California.

On October  1, 1998,  the  Company  approved a change in its fiscal  year from a
52-53 week ending on the  Saturday  closest to December  31, to a calendar  year
basis  ending on  December  31 of each year.  This  change will have no material
effect on the Company's 1998 full year results.

On October 30, 1998, the Company announced that James G. Connelly, President and
Chief  Operating  Officer of the  Company  resigned  in order to  explore  other
business  opportunities.  Mr.  Connelly had been with the Company  since January
1998.



<PAGE>








<TABLE>
<CAPTION>






Segment Reporting                                        Three Months Ended                Nine Months Ended
                                                  October 3,       September 27,       October 3,   September 27,
                                                       1998             1997                1998            1997
-------------------------------------------------------------------------------------------------------------------------
          <S>                                          <C>            <C>                 <C>                 <C>
Revenue
   LTL Group:
      USF Holland                             $     202,259    $     180,758       $     595,906     $   520,708
      USF Reddaway                                   57,147           53,072             161,851         146,455
      USF Red Star                                   55,264           50,001             159,528         144,984
      USF Dugan                                      47,032           44,041             138,029         127,206
      USF Bestway                                    35,216           34,533             103,468          98,465
--------------------------------------------------------------------------------------------------------------------------
         Sub total LTL Group                        396,918          362,405           1,158,782       1,037,818
   Truckload - Glen Moore                             3,468             -                  3,468             -
   Logistics subsidiaries                            33,122           26,455              92,696          77,764
   Freight forwarding                                35,841            3,216             103,768           8,936
   Corporate and other                                 -               1,386                -              5,524
--------------------------------------------------------------------------------------------------------------------------
Total Revenue                                  $    469,349    $     393,462       $   1,358,714     $ 1,130,042

Income From Operations
   LTL Group:
      USF Holland                              $     21,972    $      18,357       $      59,301     $    48,495
      USF Reddaway                                    6,042            5,444              14,047          10,287
      USF Red Star                                    1,199              549               2,498             762
      USF Dugan                                       1,906            2,102               5,434           5,752
      USF Bestway                                     3,898            4,951              12,165          13,153 
---------------------------------------------------------------------------------------------------------------------------
         Sub total LTL Group                         35,017           31,403              93,445          78,449
   Truckload - Glen Moore                               358             -                    358            -
   Logistics subsidiaries                             2,045            1,899               5,850           4,461
   Freight forwarding                                 1,207               45               2,691              65
   Corporate and other                               (2,712)            (782)             (6,243)         (3,113)
   Amortization of intangibles                       (1,064)            (660)             (3,079)         (1,971)
----------------------------------------------------------------------------------------------------------------------------
Total Income from Operations                    $    34,851     $     31,905       $      93,022     $    77,891
----------------------------------------------------------------------------------------------------------------------------
</TABLE>











<PAGE>



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

       Results of Operations; Liquidity and Capital Resources

          USFreightways   Corporation  ("the  Company")   reported  the  highest
     quarterly  net  income  in the  Company's  history  for the 13 weeks  ended
     October 3, 1998 of  $19,504,000,  an 11.2%  increase  over the  $17,542,000
     which was reported for the thirteen  weeks ended  September  27, 1997.  Net
     income per diluted share of 74 cents for the 1998 quarter, on an average of
     26,413,506  shares is the highest  ever  quarterly  earnings  per share and
     represents  a 10.4%  increase  over  the 67  cents  per  diluted  share  on
     26,298,153 average shares outstanding for the third quarter of 1997. Record
     revenue for the 1998 quarter of $469,349,000  increased 19.3% when compared
     to the $393,462,000 for the same quarter of 1997.
         Revenue  for  the  nine  months  ended  October  3,  1998  amounted  to
     $1,358,714,000,  an increase of 20.2% over the same period of the  previous
     year.  Net income for the nine  months  ended  October 3, 1998  amounted to
     $51,277,000,  an increase of 22.6%,  when compared to  $41,833,000  for the
     1997 nine -month period. Earnings for the nine months ended October 3, 1998
     were $1.94 per diluted share, a 19% increase  compared to $1.63 per diluted
     share for the 1997 nine-month period.
         The Company  achieved record results in both the third quarter and nine
     months of the  current  year,  which is directly  attributable  to a modest
     improvement in the US economy, a stable pricing environment, its ability to
     increase market share in its various business  enterprises,  and continuing
     emphasis on cost reduction in all operating units of the Company.
         In the  regional  trucking  group,  LTL  revenue  increased  11.9%  and
     truckload revenue increased 11.6%, after adjusting the 1997 quarter for the
     estimated  impact of the unusual  increase in shipments  and revenue  which
     resulted  from the sixteen day UPS strike.  Similarly  LTL shipments in the
     1998  quarter  increased  by 8.4% and the average  revenue per LTL shipment
     increased 3.2% compared to last year. The operating  ratio for the regional
     trucking group improved to 91.2% in the current  quarter  compared to 91.3%
     in the 1997  quarter as lower fuel and  purchased  transportation  expenses
     were  partially  offset by  increases  in  salaries,  wages and benefits at
     Bestway where extreme summer heat in its operating  territory  caused labor
     inefficiencies.
         Revenue in the current year's  quarter in the logistics  group amounted
     to  $33,122,000,  an increase of 25.2%.  Operating  income  increased 7.7%.
     However,  the  operating  ratio  increased  to 93.8% in the current  year's
     quarter,  compared  to 92.8% for the same  period of 1997,  primarily  as a
     result of  additional  investment  in  technology  and startup costs on new
     business  acquired.  Purchased  transportation  as a percentage  of revenue
     increased  to 21.4% in the current  year's  quarter  compared to 18.6% as a
     percentage of revenue in last year's quarter due primarily to new contracts
     that  required  a  higher  level of third  party  transportation.  This was
     partially  offset by decreased  wages,  benefits and workers'  compensation
     expenses.
         USF Seko Worldwide,  the Company's domestic and international  freight
     forwarding  subsidiary which was acquired on September 30, 1997, produced
     revenue of $35,841,000 and an operating income of $1,207,000.
         USF Glen Moore,  the  Company's  truckload  carrier  which was acquired
     August 31, 1998,  contributed revenue of $3,468,000 at an operating ratio
     of 89.7%.
      
<PAGE>
          The outlook for the last  quarter of this year is positive and the
     Company expects to continue to see an improvement in profitability over
     the same period of the  previous  year,  assuming  there is no material
     change in the stable  pricing  environment  or the level of US economic
     activity.
          Capital  expenditures  for the current year's quarter amounted to
     approximately  $40  million,  of  which  $21  million  was for  revenue
     equipment and $19 million was for terminal facilities and miscellaneous
     equipment. This compares to capital expenditures of $42 million for the
     third  quarter  of  1997.  Year-to-date  capital  expenditures  through
     September  were  approximately  $120 million,  compared to 1997 capital
     expenditures for the nine-month period of $90 million.
           A dividend  of 9 1/3 cents per share was paid on October 9, 1998
     to shareholders of record on September 25, 1998. 

        Year 2000
           
          In today's  business  environment,  companies  have  developed a
     strong technological  interdependence with each other. As the Year 2000
     draws near, many businesses are increasingly  concerned about how their
     business  applications,  as well as those  utilized  by their  business
     partners,  will handle the century date change. A summarized definition
     of the Year 2000 issue is the  inability of certain  computer  systems,
     software and embedded-technologies to recognize or process dates beyond
     December 31, 1999.  This problem may cause  significant  disruptions in
     manufacturing,  administrative and distribution  processes,  as well as
     other computer supported activities.
           As a transportation service and logistics company, the Company is
     reliant on its computer applications to conduct everyday business.  The
     Company  also  relies  upon  the  computer  capabilities  of its  major
     business  partners  (i.e.   critical  customers,   vendors,   financial
     institutions,   governmental  agencies,  etc).  In  1996,  the  Company
     implemented a comprehensive  project to reduce the possibility that any
     of the Year 2000 date issues could significantly impact its operations.
     Year 2000  issues  were  analyzed  by  identifying  and  assessing  all
     systems,  with business  critical systems given a higher priority.  The
     Company defines a system as business  critical if a failure would cause
     a  significant  service  disruption  or could cause a material  adverse
     effect on the Company's  operations or financial  results.  The Company
     expects to reach its target of addressing and  remediating  100% of its
     core freight management and other critical business systems by December
     31, 1998.  Further  testing and  verification on all other systems will
     continue  throughout  1999. The Company has expended  approximately  $1
     million as of September  30, 1998 to ensure Y2K  compliance.  The total
     cost to ensure Y2K compliance is estimated to be less than $3 million.
           The  Company is  contacting  business  partners  whose Year 2000
     non-compliance   could  adversely  affect  the  Company's   operations,
     employees,  or  customers.  The Company  believes the most likely worst
     case scenario would be the failure of a material business partner to be
     Year 2000 compliant.  Therefore, the Company will continue to work with
     and monitor the progress of its partners  and  formulate a  contingency
     plan when the Company  does not believe the  business  partner  will be
     compliant.


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



<PAGE>

                           PART II: OTHER INFORMATION


Item 1.           Legal Proceedings.

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

                  On April 19,  1996,  Steven  Mark  Whitworth  ("Plaintiff")  a
                  former  employee  of USF Bestway  Inc.,  a  subsidiary  of the
                  Company ("USF  Bestway",  brought suit against USF Bestway and
                  one of its employees,  alleging claims of fraud and promissory
                  estoppel  arising from  Plaintiff's  previous  employment as a
                  driver with USF Bestway,  Steven Mark Whitworth v. TNT Bestway
                  Transportation,  Inc. f/k/a .TNT Bestway Inc. and William Orr,
                  Case No.  96-3935-A,  14th  Judicial  District  Court,  Dallas
                  County,  Texas. On or about October 2, 1996, Plaintiff amended
                  his  petition  and added  claims  of  wrongful  discharge  and
                  conspiracy to wrongfully discharge.

                  On October  7, 1996,  Plaintiff  moved for  summary  judgment,
                  claiming  that he was entitled to a judgment of  $3,500,000 in
                  actual  damages and  $1,750,000  in attorney fees based on (i)
                  the USF Bestway's  alleged  untimely  responses to Plaintiff's
                  requests for  admissions  and (ii) the USF  Bestway's  alleged
                  failure  to  comply  with  the   requirements   of  Texas  law
                  concerning the signature of pleadings by counsel in connection
                  with the  responses to  Plaintiff's  requests for  admissions.
                  Following  a hearing  on  November  1, 1996,  the trial  court
                  granted  Plaintiff's  motion for summary  judgment and entered
                  judgment in favor of  Plaintiff  and against the USF  Bestway,
                  for $3,500,000 in actual damages $1,750,000 in attorneys' fees
                  together with court costs and interest.

                  On November 27, 1996, USF Bestway moved for reconsideration of
                  the judgment and for a new trial. At a January 7, 1997 hearing
                  on  this  motion,  the  trial  court  denied  the  motion  for
                  reconsideration   and  for  new  trial,  but  ruled  that  the
                  responses  to the  Plaintiff's  requests for  admissions  were
                  timely.  USF Bestway has posted a  superedeas  bond to prevent
                  enforcement  of the judgment  pending appeal and perfected its
                  appeal to the Dallas Court of Appeals.

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

                  Also, the Company is involved in other  litigation  arising in
                  the ordinary course of business,  primarily  involving  claims
                  for bodily  injuries  and property  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 27-Financial Data Schedule.

            (b) Current Reports on Form 8-K were filed:
                    1.       No current reports on Form 8-K were filed during
                             the quarter
















                                   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 12th day of
November, 1998.



                            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