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 JULY 1, 2000, OR

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

                         Commission File Number 0-19791

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


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

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

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


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

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

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

As of July 31, 2000, 26,280,575 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>
                                                               July 1,          December 31,
                                                                 2000                  1999
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $        7,012        $          6,862
     Accounts receivable, net                                  313,048                 293,989
     Other                                                      67,364                  62,077
                                                     -----------------     -------------------
          Total current assets                                 387,424                 362,928
                                                     -----------------     -------------------

Net property and equipment                                     725,587                 660,510
Net intangible assets                                          175,760                 174,538
Other assets                                                    20,571                  14,191
                                                     -----------------     -------------------
Total assets                                            $    1,309,342        $      1,212,167
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                  $       14,354        $         20,561
     Notes payable                                                 -                   100,000
     Accounts payable                                           97,644                  89,193
     Other current liabilities                                 189,605                 160,590
                                                     -----------------      ------------------
     Total current liabilities                                 301,603                 370,344
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term bank debt                                         6,280                  33,137
     Notes payable                                             250,000                 100,000
     Other long-term liabilities                               156,130                 149,827
                                                      -----------------     ------------------
            Total long-term liabilities                        412,410                 282,964
                                                      -----------------     ------------------
Minority interest                                                  238                     -

Common stockholders' equity                                    595,091                 558,859
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,309,342        $      1,212,167
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                            USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
                                                  Three months ended                       Six months ended
                                        -------------------------------------        ----------------------------
                                                July 1,              July 3,         July 1,              July 3,
                                                  2000                  1999         2000                  1999
-----------------------------------------------------------------------------        -----------------------------
     <S>                                          <C>                 <C>             <C>                     <C>
Operating revenue
     LTL Trucking                         $  473,340            $    436,721      $  934,144           $    847,518
     TL Trucking                              20,173                  10,579          39,661                 20,865
     Logistics                                65,190                  48,695         132,315                 89,717
     Freight Forwarding                       63,176                  52,861         123,980                103,985
                                     -----------------      ----------------    ------------           ------------
Total operating revenue                   $  621,879            $    548,856      $1,230,100           $  1,062,085

Operating expenses:
     LTL Trucking                            425,966                 392,784         848,587                773,437
     TL Trucking                              18,578                   9,708          37,121                 19,309
     Logistics                                61,135                  44,185         124,018                 82,476
     Freight Forwarding                       62,987                  51,324         123,075                100,998
     Corporate and other                       2,620                   3,068           5,947                  5,847
                                     -----------------       ----------------   ------------           ------------
Total operating expenses                     571,286                 501,069       1,138,748                982,067
                                     -----------------       ----------------   ------------           ------------
Income from operations                        50,593                  47,787          91,352                 80,018
                                     -----------------       ----------------   ------------          ------------
Non-operating income (expense):
     Interest expense                         (5,342)                 (3,483)         (9,913)               (6,295)
     Interest income                             316                     361             508                   593
     Other, net                                    9                    (365)            502                  (341)
                                       ----------------        ---------------  -------------           -----------
Total non-operating expense                   (5,017)                 (3,487)         (8,903)               (6,043)
                                      ----------------        ---------------   -------------           -----------
Net income before income taxes                45,576                  44,300          82,449                73,975
Income tax expense                           (18,523)                (18,029)        (33,346)              (30,196)
Minority interest                                445                    -                711                   -
                                      -----------------       ---------------   ------------           -----------
Net income                               $    27,498             $    26,271       $  49,814          $     43,779
                                      -----------------       ---------------   ------------           -----------

Average shares outstanding - basic        26,590,173              26,404,635      26,549,585            26,358,773
Average shares outstanding - diluted      27,297,662              27,428,613      27,372,280            27,231,669
Basic earnings per common share:         $      1.03             $      0.99       $    1.88          $       1.66
Diluted earnings per common share:       $      1.01             $      0.96       $    1.82          $       1.61
                                      -----------------     ------------------  ------------           -----------
</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                 Six months ended
                                                          ----------------------------
                                                        July 1,               July 3,
                                                          2000                  1999
--------------------------------------------------------------------------------------
               <S>                                        <C>                 <C>
Cash flows from operating activities:

Net Income                                      $      49,814           $      43,779
Adjustments to net income:
    Depreciation and amortization                      54,279                  45,822
    Other items affecting cash                          2,656                  10,795
      from operating activities
                                                  --------------        -------------
Net cash provided by operating activities             106,749                 100,396
                                                  --------------        -------------
Cash flows from investing activities:
  Capital expenditures                               (107,460)                (82,990)
  Proceeds on sales                                     5,810                   2,407
  Acquisitions                                         (7,300)                (38,600)
                                                  --------------        -------------
Net cash used in investing activities                (108,950)               (119,183)
                                                  --------------        -------------
Cash flows from financing activities:
  Dividends paid                                       (4,948)                 (4,910)
  Proceeds from sale of Notes                         149,025                  98,452
  Payments on Notes                                  (100,000)                     -
  Proceeds from sale/(repurchase) of treasury stock    (8,662)                  3,521
  Proceeds from long-term debt                         60,000                  30,000
  Payments on long-term debt                          (86,857)                (75,274)
  Net change in short-term debt                        (6,207)                (10,941)
                                                  --------------        -------------
Net cash provided by (used in) financing activities     2,351                  40,848
                                                  --------------        -------------
Net increase/(decrease) in cash                           150                  22,061
                                                  --------------        -------------
Cash at beginning of period                             6,862                   5,548
                                                  --------------        -------------
Cash at end of period                            $      7,012          $       27,609
                                                  --------------        -------------


</TABLE>




<PAGE>
              Notes to Condensed Consolidated Financial Statements
                  (Dollars in thousands, except per share amounts)
                                   (Unaudited)
1. General

     The consolidated financial statements include the accounts of USFreightways
and its wholly owned subsidiaries (the Company).  The financial  statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim   financial   information  and  with  the  instructions  to  Form  10-Q.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
The statements are unaudited but, in the opinion of management,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included.  The  Company's  results  of  operations  are
affected by the seasonal  aspects of the  trucking  and air freight  industries.
Therefore, operating results for the three and six months ended July 1, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  31,  2000.  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, 1999.

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  707,489  and
1,023,978 for the second quarters of 2000 and 1999  respectively and 822,695 and
872,896 for year to date 2000 and 1999 respectively.

3. Acquisitions

     On January 10, 2000, USF Glen Moore, the Company's  truckload (TL) carrier,
acquired  (for  approximately  $7 million in cash) all of the shares of Tri-Star
Transportation,  Inc,  a  Tennessee  based TL  carrier.  Tri-Star  operates  170
tractor/trailer  units and while  not  included  in the  Company's  Fiscal  1999
revenue,  generated  $28 million in revenue for 1999.


4. Debt

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

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

     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 April 19, 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 were approximately
$149 million were 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.
<PAGE>


5. Other


     On June 7, 2000, the Company  announced the authorized  repurchase of up to
500 thousand  shares of its common stock.  This buyback program was completed on
June 30, 2000.


6. Subsequent events

     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.



<PAGE>






<TABLE>
<CAPTION>






6.  Segment Reporting                                   Three Months Ended                   Six Months Ended
      Unaudited (dollars in thousands)               July 1,         July 3,               July 1,         July 3,
                                                       2000             1999                 2000            1999
-------------------------------------------------------------------------------      ----------------------------
          <S>                                          <C>            <C>                  <C>                <C>
Revenue
   LTL Group:
      USF Holland                             $    248,938       $   226,830    $      495,555        $     446,780
      USF Reddaway                                  69,144            61,136           131,676              116,271
      USF Red Star                                  67,658            61,861           132,842              115,635
      USF Dugan                                     49,946            49,606           100,535               96,703
      USF Bestway                                   37,654            37,288            73,536               72,129
-------------------------------------------------------------------------------      ------------------------------
         Sub total LTL Group                       473,340           436,721           934,144              847,518
   Truckload - Glen Moore                           20,173            10,579            39,661               20,865
   Logistics subsidiaries                           65,190            48,695           132,315               89,717
   Freight forwarding                               63,176            52,861           123,980              103,985
   Corporate and other                                 -                 -                 -                   -
-------------------------------------------------------------------------------      ------------------------------
Total Revenue                                  $   621,879        $  548,856    $    1,230,100        $   1,062,085

Income From Operations
   LTL Group:
      USF Holland                              $    27,530        $   27,350    $       53,331        $      48,608
      USF Reddaway                                   9,226             7,275            13,876               10,779
      USF Red Star                                   2,658             1,905             4,013                2,210
      USF Dugan                                      3,553             2,814             6,265                4,001
      USF Bestway                                    4,407             4,593             8,072                8,483
-------------------------------------------------------------------------------      ------------------------------
         Sub total LTL Group                        47,374            43,937            85,557               74,081
   Truckload - Glen Moore                            1,595               871             2,540                1,556
   Logistics subsidiaries                            4,055             4,510             8,297                7,241
   Freight forwarding                                  189             1,537               905                2,987
   Corporate and other                                (938)           (1,404)           (2,596)              (2,821)
   Amortization of intangibles                      (1,682)           (1,664)           (3,351)              (3,026)
-------------------------------------------------------------------------------      ------------------------------
Total Income from Operations                    $   50,593        $   47,787     $      91,352        $      80,018
-------------------------------------------------------------------------------      ------------------------------
</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
thirteen  weeks  ended  July 1,  2000 of  $27,498,000,  a 5%  increase  over the
$26,271,000  which was reported for the thirteen weeks which ended July 3, 1999.
There were 64 working days in the current and previous year's quarter.

     Net income per share for the current year's quarter was equivalent to $1.01
diluted  earnings per share.  Net income per share for the 1999 quarter amounted
to 96 cents  diluted  earnings  per share.  Net income  for the  current  year's
quarter  was  negatively  impacted  by the  results  at USF  Worldwide  and  USF
Processors.

     Revenue  for the 2000  quarter  increased  by 13.3%  to  $621,879,000  from
$548,856,000  for the second  quarter of 1999.  Revenue  increases in new return
logistics business,  new distribution  service centers and additional  truckload
revenue from an acquisition  in early January 2000  accounted for  approximately
$17 million of the revenue increase.

     Less-than-truckload  (LTL) revenue for the current  quarter at the regional
trucking  subsidiaries  increased 8.1%, excluding the fuel surcharges,  over the
1999 second  quarter;  LTL shipments  increased  5.9% and LTL tonnage  increased
5.4%. LTL revenue per shipment  increased from $109.08 to $111.32 and the weight
per  shipment  decreased  from 1,150  pounds to 1,145  pounds.  Revenue  for the
regional  trucking  subsidiaries in the last week of the quarter was the highest
in the  history  of the  Company.  Year to date  revenue  increased  by 10.2% to
$934,144,000 from $847,518,000 last year.

     Operating   earnings  in  the  current  year's  quarter   increased  8%  to
$47,374,000   compared  to  $43,937,000   for  the  same  period  of  1999.  The
consolidated  operating  ratio for the LTL group  deteriorated  slighlty to 90.0
from 89.9 last  year.  USF Red Star and USF Dugan  continued  to  improve  their
operating  ratios and USF Reddaway  reported a  significant  improvement  in its
operating  ratio to 86.7  compared  to 88.1  last  year.  Improvements  in costs
occurred in  Workers'  Compensation,  Purchased  Transportation,  Insurance  and
claims,  but were offset by  increases  in Labor and  Maintenance.  Year to date
operating earnings increased by 15.5% to $85,557,000 from $74,081,000 last year.
Fuel costs, net of surcharge recoveries,  in the first six months are comparable
to the same period of 1999.

     USF Glen Moore,  the Company's  truckload  (TL) carrier  reported  operting
earnings of $1,595,000 at an operating ratio of 92.1 compared to $871,000 and an
operating ratio of 91.8 in 1999. Improvements in Purchased  Transportation,  and
Operating  costs were offset by  increases  in Labor,  Insurance  and Claims and
Workers'  Compensation  costs. Glen Moore's recent  acquisition  contributed the
majority of the $9.6 million revenue increase compared to last year's quarter.

     Revenue in the Logistics  group  increased by 33.9% to  $65,190,000  in the
current quarter from  $48,695,000 in the prior year. USF Processors  contributed
revenue in the 2000 quarter amounting to approximately $17.0 million compared to
approximately  $11.7 million in last year's quarter.  USF Distribution  Services
increased  revenue by  approximately  $6.2 million of which  expansion  into its
centers in Dallas, Kansas City, Montgomery, Fontana and Oklahoma City (that were
not open in the 1999 second  quarter)  contributed  approximately  $4.8  million
while other existing distribution centers increased revenue by $1.4 million.

     Earnings in the  Logistics  group  decreased  by 10%  compared to the prior
year's  quarter to $4.1 million from $4.5 million as USF  Processors,  despite a
46% increase in revenue,  incurred an operating loss of $478,000  compared to an
operating income of $2,159,000 in the 1999 quarter.  The addition of several new
accounts and the  resultant  opening of new  facilities to process this business
resulted in additional costs well in excess of additional revenue.  Unprofitable
business is being  reviewed and cost  reductions  became  effective in the early
part of the third quarter.  Operating earnings in the Logistics group, excluding
Processors, increased by 92.8% to $4.5 million from $2.4 million last year. Year
to date earnings in the Logistics  group  increased by 14.6% to $8,297,000  from
$7,241,000 last year.
<PAGE>


     Revenue in the Freight Forwarding group increased 19.5% to $63,176,000 from
$52,861,000 in the prior year's quarter. Year to date revenue increased by 19.2%
to $123,980,000  from  $103,985,000  last year. The group's  operating  earnings
decreased to $189,000 from $1,537,000 in the 1999 quarter.Results in the Freight
Forwarding  group  include USF Asia,  the trading name given to a joint  venture
formed in October 1999 of which USF Worldwide(a  wholly owned subisidiary in the
Freight Forwarding group)is a partner.  USF Asia recorded second quarter revenue
of approximately  $1.9 million and an operating loss before tax of $890,000 (due
to  network   expansion   costs)  before   reduction   for  minority   interest.
Additionally,  in the second quarter,  USF Worldwide incurred  significant costs
for the  integration  and  transformation  of its major  gateway  branches  from
separate domestic and international locations into single branch locations. Year
to date profits for the Freight  Forwarding  group  decreased  to $905,000  from
$2,987,000 last year.

                    Liquidity and Capital Resources

     Cash flows from operating activities  contributed $106.7 million during the
six months compared to $100.4 million during the same period last year.

     Net capital  expenditures for the 2000 six months amounted to approximately
$108.9 million including $80.8 million for revenue equipment,  $13.9 million for
terminal facilities, and the balance for other capital items plus the acquistion
of  Tri-Star  Transportation.  Last  year  for  the  same  period,  net  capital
expenditures amounted to approximately $119 million, including $53.4 million for
revenue equipment, $18.8 million for terminal facilities,  $38.6 million for the
acquisitions of USF Processors,  CBL and three freight forwarding  companies and
the balance for other capital items.

     Bank borrowings decreased by $33.1 million during the first half of 2000.

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

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

     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 April 19, 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.

     On June 7, 2000, the Company  announced the authorized  repurchase of up to
500 thousand  shares of its common stock.  This buyback program was completed on
June 30, 2000.

     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.

     A dividend of 9 1/3 cents per share  equivalent to $2.5 million was paid on
July 7, 2000 to shareholders of record on June 23, 2000.

                                   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 6.1% in the first six months of 2000. In addition,
the  Company  had $100  million of  unsecured  notes with a 6 5/8% fixed  annual
interest  rate (these  notes were paid in full on May 1, 2000),  $100 million of
guaranteed  notes with a 6 1/2% fixed annual  interest  rate and $150 million of
guaranteed  notes  with an 8 1/2%  interest  rate at July 1, 2000.  The  Company
estimates that the carrying value of the notes  approximated  their market value
at July 1, 2000. The Company has no hedging instruments  outstanding.  From time
to time, the Company invests excess cash in overnight money market accounts.



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

                  (a)      On April 28, 2000, the annual meeting of stockholders
                           of USFreightways Corporation was held pursuant to
                           notice.

                  (b)      Robert V. Delaney and Samuel K. Skinner were elected
                           directors at the meeting.  The following directors'
                           term of office continued after the meeting:

                           John Campbell Carruth          John W. Puth
                           Morley Koffman                 Neil A. Springer
                           Anthony J. Paoni               William N. Weaver, Jr.

                  (c)      Election of Directors

                           Robert V. Delaney FOR:                 23,471,793
                                             WITHHOLD:               139,884
                                             ABSTENTIONS:                  0
                                             BROKER NON VOTES:             0

                           Samuel K. Skinner FOR:                 23,305,432
                                             WITHHOLD:               306,245
                                             ABSTENTIONS:                  0
                                             BROKER NON VOTES:             0

                  (d)      N/A

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

                  (a)      Exhibits


                           1.   Exhibit 10.1-Employment Agreement with Samuel K.
                                Skinner, dated June 5, 2000.
                           2.   Exhibit 27-Financial Data Schedule.

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

                           1.   A Current  Report on Form 8-K was filed on April
                                26, 2000 regarding the issuance of $150,000,000
                                of 8-1/2% Guaranteed Notes due April 15, 2010.

                           2.   A Current Report on Form 8-K was filed on June
                                9, 2000  announcing that (a) Samuel K. Skinner
                                has been elected  President  and Chief
                                Executive Officer and (b) its Board of Directors
                                authorized  a stock  repurchase program of up to
                                500,000 shares of its common stock.


<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 9th day of
August, 2000.



                               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