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 APRIL 3, 1999, 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 May 12, 1999, 26,399,727 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>
                                                              April 3,          December 31,
                                                                 1999                  1998
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $        6,148        $          5,548
     Accounts receivable, net                                  240,624                 218,942
     Other                                                      60,434                  55,359
                                                     -----------------     -------------------
          Total current assets                                 307,206                 279,849
                                                     -----------------     -------------------

Net property and equipment                                     554,875                 544,282
Net intangible assets                                          161,615                 140,201
Other assets                                                    10,788                  10,341
                                                     -----------------     -------------------
Total assets                                            $    1,034,484        $        974,673
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current  debt                                      $        5,163        $         10,660
     Accounts payable                                           67,903                  78,757
     Other current liabilities                                 172,986                 139,460
                                                     -----------------      ------------------
     Total current liabilities                                 246,052                 228,877
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term debt                                             74,316                  51,096
     Notes payable                                             100,000                 100,000
     Other long-term liabilities                               138,517                 135,566
                                                      -----------------     ------------------
            Total long-term liabilities                        312,833                 286,662
                                                      -----------------     ------------------
Common stockholders' equity                                    475,599                 459,134
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,034,484        $        974,673
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                              USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>   
<CAPTION>
                                             Three months ended                       
                                        ------------------------------------- 
                                               April 3,              April 4,    
                                                  1999                  1998       
-----------------------------------------------------------------------------
     <S>                                          <C>                 <C>              
Operating revenue                             
     LTL Trucking                         $    410,797       $       379,296
     TL Trucking                                10,286                  -
     Logistics                                  41,022                28,739
     Freight Forwarding                         51,124                34,304
                                     -----------------      ----------------
Total operating revenue                   $    513,229      $        442,339        

Operating expenses:
     LTL Trucking                              380,653               352,871     
     TL Trucking                                 9,601                   -      
     Logistics                                  38,291                26,980        
     Freight Forwarding                         49,674                33,680        
     Corporate and other                         2,779                 3,085        
                                     -----------------       ----------------  
Total operating expenses                       480,998               416,616      
                                     -----------------       ----------------   
Income from operations                          32,231                25,723         
                                     -----------------       ----------------   
Non-operating income (expense):
     Interest expense                           (2,812)               (2,108)       
     Interest income                               232                   233          
     Other, net                                     24                  (178)       
                                      ----------------        ---------------   
Total non-operating expense                     (2,556)               (2,053)       
                                      ----------------        ---------------   
Net income before income taxes                  29,675                23,670        
Income tax expense                              12,167                 9,941      
                                      -----------------       ---------------   
Net income                               $      17,508       $        13,729   
                                      -----------------       ---------------   

Average shares outstanding - basic          26,313,897            26,116,663       
Average shares outstanding - diluted        26,988,930            26,554,118       
Basic earnings per common share:         $        0.67       $          0.53   
Diluted earnings per common share:       $        0.65       $          0.52     
                                      -----------------     ------------------
</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                             Three months ended
                                                --------------------------------------
                                                         April 3,              April 4,
                                                            1999                  1998
-----------------------------------------------------------------------------------
               <S>                                          <C>                 <C>
Cash flows from operating activities:

Net Income                                      $         17,508       $       13,729
Adjustments to net income:
    Depreciation and amortization                         22,462               19,534
    Other items affecting cash                             4,517               14,267
      from operating activities
                                                -----------------      ---------------
Net cash provided by operating activities                 44,487               47,530
                                                -----------------      ---------------
Cash flows from investing activities:
  Capital expenditures                                   (30,293)             (36,324)
  Proceeds on sales                                        1,020                  739
  Acquisitions                                           (31,300)              (1,500)
                                                -----------------    ----------------
Net cash used in investing activities                    (60,573)             (37,085)
                                                -----------------    ----------------
Cash flows from financing activities:
  Dividends paid                                          (2,452)              (2,433)                 
  Proceeds from sale of treasury stock                     1,415                1,262
  Proceeds from long-term debt                            25,000
  Payments on long-term debt                              (1,780)             (10,000)
  Net change in short-term debt                           (5,497)                (650)
                                                -----------------     ----------------
Net cash provided by (used in) financing activities       16,686              (11,821)
                                                -----------------     ----------------
Net increase/(decrease) in cash                              600               (1,376)
                                                -----------------     ----------------
Cash at beginning of period                                5,548                6,471
                                                 -----------------    -----------------
Cash at end of period                             $        6,148      $         5,095
                                                 -----------------    -----------------


</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 ended April
3, 1999 are not  necessarily  indicative of the results that may be expected for
the  year  ending  December  31,  1999.  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 December 31, 1998.

2. Earnings per share

     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  675,033  and  437,455 for the first
quarters of 1999 and 1998 respectively.

3. Acquisitions

     On March  2nd,  USF  Logistics,  the  Company's  logistics  business  unit,
acquired  (for cash) all of the  ownership  interests  of  Processors  Unlimited
Company,  Ltd. (PUC) a provider of reverse logistics services to the grocery and
drug industries.  PUC has annualized  revenue of  approximately  $46 million and
employs over 1,000 individuals at 46 locations  throughout Canada and the United
States.

4. Subsequent events

On April 10, 1999, USF Red Star, a subsidiary of the Company, completed an asset
purchase transaction with CBL Trucking, a New England and mid-Atlantic LTL 
carrier. Certain members of CBL's management team, the majority of its sales 
force and almost all of CBL's drivers have since joined the Red Star labor 
force.  As a  result of this transaction, the former CBL customers will receive 
enhanced direct  service territory and nationwide coverage through the Company's
other regional LTL carriers. Red Star began servicing CBL's former customers 
on April 18, 1999.

On April 29, 1999, the Company issued $100 million of Guaranteed Notes due May 1
2009 with a coupon rate of 6.50% and at a spread of 140 basis points above the
10-year Treasury notes.

Net proceeds from the sale will be used to reduce the unsecured lines of credit
that the Company has with various banks.  Until the net proceeds are applied for
specific purposes, the Company may invest them in marketable securities.

On May 6, 1999, the four business units that operate under the Company's freight
forwarding group announced that they will begin operating under the name - USF 
Worldwide.
<PAGE>








<TABLE>
<CAPTION>






5.  Segment Reporting                                   Three Months Ended               
                                                    April 3,         April 4,    
                                                       1999             1998           
-------------------------------------------------------------------------------
          <S>                                          <C>            <C>              
Revenue
   LTL Group:
      USF Holland                             $     219,950    $     197,495      
      USF Reddaway                                   55,135           51,441       
      USF Red Star                                   53,774           50,673         
      USF Dugan                                      47,097           45,546       
      USF Bestway                                    34,841           34,141        
-------------------------------------------------------------------------------
         Sub total LTL Group                        410,797          379,296      
   Truckload - Glen Moore                            10,286             -             
   Logistics subsidiaries                            41,022           28,739          
   Freight forwarding                                51,124           34,304        
   Corporate and other                                 -                 -         
-------------------------------------------------------------------------------
Total Revenue                                  $    513,229    $     442,339    

Income From Operations
   LTL Group:
      USF Holland                              $     21,258    $      17,399     
      USF Reddaway                                    3,504            3,128           
      USF Red Star                                      305              184          
      USF Dugan                                       1,187            1,392           
      USF Bestway                                     3,890            4,322          
-------------------------------------------------------------------------------
         Sub total LTL Group                         30,144           26,425            
   Truckload - Glen Moore                               685             -               
   Logistics subsidiaries                             2,731            1,759          
   Freight forwarding                                 1,450              624            
   Corporate and other                               (1,417)          (2,140)           
   Amortization of intangibles                       (1,362)            (945)     
-------------------------------------------------------------------------------
Total Income from Operations                    $    32,231     $     25,723    
-------------------------------------------------------------------------------
</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 April 3, 1999 of  $17,508,000,  a 28%  increase  over the
$13,729,000 which was reported for the thirteen weeks which ended April 4, 1998.
This is the eleventh  consecutive  quarter that earnings have increased over the
same quarter of the previous year. The current year's quarter  included both the
New Year's and Good  Friday  holidays,  neither  of which  occurred  in the 1998
quarter.

     Net income per share for the current  year's  quarter was  equivalent to 65
cents  diluted  earnings  per share,  a 25%  increase  compared  to the 52 cents
diluted earnings per share for the same quarter of 1998.

     Revenue  for  the  1999  quarter  increased  by  16% to  $513,229,000  from
$442,339,000  for the  first  quarter  of 1998.  Golden  Eagle,  Glen  Moore and
Processors  Unlimited Company,  Ltd. ("PUC") which were acquired since the first
quarter  of 1998,  contributed  revenue of  $30,426,000  in the  current  year's
quarter.

     Revenue and net income for the 1999 quarter  improved  compared to the same
period of the previous year,  although revenue and operating  earnings this year
were adversely  impacted by more severe winter weather  conditions than what was
experienced during the relatively mild winter of 1998.

     Less-than-truckload  (LTL) revenue for the current  quarter at the regional
trucking subsidiaries,  on equivalent working days, increased 9.3% over the 1998
first quarter,  LTL shipments increased 7.1% and LTL tonnage increased 8.1%. LTL
revenue  per  shipment  increased  from  $106.58 to  $108.74  and the weight per
shipment increased from 1,141 pounds to 1,151 pounds.

     Operating  earnings  for  the  regional  trucking  group  increased  14% to
$30,144,000  in 1999 compared to  $26,425,000  for the same period of 1998.  The
consolidated  operating ratio improved to 92.7 from 93.0 last year led by  USF
Holland  with an  operating  ratio of 90.3  this  year  compared  to 91.2 in the
previous year. Improvements in costs occurred in Operating Expenses and Supplies
(despite rising fuel costs in the current  quarter),  Workers'  Compensation and
Operating  Taxes and Licenses,  but were partially  offset by increases in Labor
expenses.

     Glen Moore Trucking, the Company's truckload carrier that was acquired on 
August 31,  1998,  contributed  revenue of $10.3  million and  operated at 93.3 
for the quarter.

     Revenue in the Logistics  group  increased by 42.7% to $41.0 million in the
current quarter from $28.7 million in the prior year. PUC  contributed  revenue,
since its  acquisition  on March 2nd, of $4.1  million  and  operated at an 88.4
operating  ratio for the  March  period.  Other  existing  logistics'  contracts
increased  revenue by $3.9 million over the prior year's quarter.  The logistics
segment's  distribution business unit increased revenue by $3.8 million of which
its Moore & Son  acquisition  (Oct. 15, 1998)  contributed  $1.6 million,  while
other  distribution  centers increased revenue by $2.1 million.  Earnings in the
Logistics  group  increased  55.2% over the prior year's quarter to $2.7 million
from $1.8 million due to earnings from PUC,  Moore & Son and higher profits from
existing customers' business.
     
     Revenue in the Freight  Forwarding  group  increased 49.0% to $51.1 million
from  $34.3  million  in the prior  year's  quarter  due in large  part to $16.0
million in revenue  contributed from the group's recent Golden Eagle acquisition
(Nov. 12, 1998).  The group's profits improved by 132% to $1.4 million from $0.6
million the prior year's quarter.
     
     On March  2nd,  USF  Logistics,  the  Company's  logistics  business  unit,
acquired (for cash) all of the ownership  interests of PUC a provider of reverse
logistics  services  to the  grocery  and drug  industries.  PUC has  annualized
revenue of  approximately  $46 million and employs over 1,000  individuals at 46
locations throughout Canada and the United States.

     On March 31st, USF Seko Worldwide,  one of the Company's freight forwarding
business  units,  acquired  (for cash) the business of Airgo  Freight,  Inc. its
former agent in the Seattle  Washington  area. This acquisition had no effect on
revenue or profits  for the quarter as the  purchase  occurred at the end of the
quarter.

     On April  10th,  USF Red Star,  the  Company's  Northeastern  LTL  regional
subsidiary,  completed  an  asset  purchase  transaction  (for  cash)  with  CBL
Trucking, a New England and Mid-Atlantic LTL Carrier. 
<PAGE>
                    Liquidity and Capital Resources

     Cash flows from operating  activities  contributed $44.5 million during the
current quarter compared to $47.5 million in last year's quarter.

     Net capital expenditures for the 1999 quarter amounted to approximately $61
million including $19.5 million for revenue equipment, $6.5 million for terminal
facilities,  and the balance for other  capital  items plus the  acquisition  of
Processors  Unlimited.  Last year for the same quarter, net capital expenditures
amounted to $37.1 million, mainly for revenue equipment, terminal facilities and
a small acquisition.

     Bank borrowings increased by $17.7 million during the quarter. The proceeds
were used to partially fund the PUC acquisition.

     On April 29, 1999, the Company issued $100 million of Guaranteed  Notes due
May 1,  2009 with a coupon  rate of 6.50%  and at a spread  of 140 basis  points
above the 10-year Treasury notes.

     Net proceeds  from the sale will be used to reduce the  unsecured  lines of
credit that the Company  has with  various  banks.  Until the net  proceeds  are
applied  for  specific  purposes,  the  Company  may invest  them in  marketable
securities.

     A dividend  of 9 1/3 cents per share equivalent to $2.5 million was paid on
April 9, 1999 to shareholders of record on March 26, 1999. 


                                   Year 2000

     The  Company has been and  continues  to address  the  universal  situation
commonly  referred  to as the "Year 2000  Problem".  The "Year 2000  Problem" is
related to the  inability  of certain  computer  systems,  software and embedded
technologies  to  properly  recognize  and  process   date-related   information
surrounding the Year 2000.

     In 1996, the Company  initiated a comprehensive  review of its computerized
Information  Technology (IT) and non-information  technology systems to identify
systems that could be affected by the Year 2000  problems and has  implemented a
plan to resolve the  identified  issues.  The Year 2000 issues were  analyzed by
identifying and assessing all systems,  software and embedded  technologies  and
business  partners  with  internal  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.  As of March 31, 1999,  the
Company has modified or replaced 95% of its business critical systems and 94% of
all  systems.  In the  opinion of  management,  the  remainder  of the  business
critical  systems  will have  little or no effect on the  Company's  ability  to
service the majority of its customers.  The business  critical systems have been
unit tested by IT staff  members and many have been  evaluated  using a detailed
Year 2000 test plan.  Further  testing  and  verification  on the  systems  will
continue  throughout  1999.  The Company has  established  an internal Year 2000
audit team to audit the  process  and  results  of the Year 2000  efforts of the
Company's subsidiaries.  The Company has expended approximately $1 million as of
March 31,  1999 to ensure  Year 2000  compliance.  The total cost to ensure Year
2000  compliance  is estimated to be less than $2 million.  The cost estimate is
based on the Company's  structure and those  subsidiaries it owns at the present
time.  The  acquisition  of any additional  operating  entity may  significantly
impact the total cost as it has been estimated.

     The  Company  expects to have  contingency  plans  developed  for  business
critical  systems by July 31, 1999.  The  contingency  plans have been tested or
will  be  tested  for  plan  completeness  and  accuracy.  Should  there  be any
disruptions of business  critical  systems or critical  business  partners,  the
Company  expects to be able to continue its  operations  through  telephonic and
facsimile   communications.   Therefore,  some  contingency  plans  may  require
additional labor that may impact the Company's operating costs.

     The  Company has been  contacting  business  partners  whose Year 2000 non-
compliance  could  adversely  affect the  Company's  operations,  employees,  or
customers. As a provider of transportation and logistics services, the Company's
operations are dependent on  telecommunication,  financial and utility  services
provided by several entities. The Company is unaware of any of these entities or
of any significant supplier to not be Year 2000 compliant.  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.

     The Company's assessment of its Year 2000 issues involves some assumptions.
These assumptions  revolved primarily around the Year 2000  representation  from
third parties with which the Company has business  relationships,  and where the
Company has not been able to independently verify these representations.
    
 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.  The appeal was heard on
          March 10, 1999. No decision has been rendered as of yet.

          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 14th day of
May, 1999.



                            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