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 SEPTEMBER 30, 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 November 2, 2000, 25,865,445 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>
                                                             September 30,          December 31,
                                                                 2000                  1999
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $        4,822        $          6,862
     Accounts receivable, net                                  334,252                 293,989
     Other                                                      69,085                  62,077
                                                     -----------------     -------------------
          Total current assets                                 408,159                 362,928
                                                     -----------------     -------------------

Net property and equipment                                     741,835                 660,510
Net intangible assets                                          185,972                 174,538
Other assets                                                    23,053                  14,191
                                                     -----------------     -------------------
Total assets                                            $    1,359,019        $      1,212,167
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                  $       23,024        $         20,561
     Notes payable                                                 -                   100,000
     Accounts payable                                           92,243                  89,193
     Other current liabilities                                 201,459                 160,590
                                                     -----------------      ------------------
     Total current liabilities                                 316,726                370,344
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term bank debt                                        10,730                  33,137
     Notes payable                                             250,000                 100,000
     Other long-term liabilities                               164,055                 149,827
                                                      -----------------     ------------------
            Total long-term liabilities                        424,785                 282,964
                                                      -----------------     ------------------
Minority interest                                                  642                     -

Common stockholders' equity                                    616,866                 558,859
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,359,019        $      1,212,167
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                            USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
                                                  Three months ended                      Nine months ended
                                        -------------------------------------        ----------------------------
                                           September 30,          October 2,      September 30,          October 2,
                                               2000                  1999             2000                 1999
-----------------------------------------------------------------------------        -----------------------------
     <S>                                          <C>                 <C>             <C>                     <C>
Operating revenue
     LTL Trucking                         $  468,741            $    448,710      $1,402,885           $  1,296,228
     TL Trucking                              21,076                  12,338          60,737                 33,203
     Logistics                                69,802                  53,410         202,117                143,127
     Freight Forwarding                       66,428                  57,488         190,408                161,473
                                     -----------------      ----------------    ------------           ------------
Total operating revenue                   $  626,047            $    571,946      $1,856,147           $  1,634,031

Operating expenses:
     LTL Trucking                            423,499                 401,249       1,272,086              1,174,686
     TL Trucking                              19,962                  11,267          57,083                 30,576
     Logistics                                65,647                  48,605         189,665                131,081
     Freight Forwarding                       68,113                  55,177         191,188                156,175
     Corporate and other                       3,138                   2,344           9,085                  8,191
                                     -----------------       ----------------   ------------           ------------
Total operating expenses                     580,359                 518,642       1,719,107              1,500,709
                                     -----------------       ----------------   ------------           ------------
Income from operations                        45,688                  53,304         137,040                133,322
                                     -----------------       ----------------   ------------          ------------
Non-operating income (expense):
     Interest expense                         (5,632)                 (3,706)        (15,545)              (10,001)
     Interest income                             203                     372             711                   965
     Other, net                                   (4)                     -              498                  (341)
                                       ----------------        ---------------  -------------           -----------
Total non-operating expense                   (5,433)                 (3,334)        (14,336)               (9,377)
                                      ----------------        ---------------   -------------           -----------
Net income before income taxes                40,255                  49,970         122,704               123,945
Income tax expense                           (16,410)                (20,247)        (49,756)              (50,443)
Minority interest                                502                    -              1,213                   -
                                      -----------------       ---------------   ------------           -----------
Net income                               $    24,347             $    29,723       $  74,161          $     73,502
                                      -----------------       ---------------   ------------           -----------

Average shares outstanding - basic        26,286,058              26,462,497      26,462,064            26,393,085
Average shares outstanding - diluted      26,520,231              27,810,822      27,086,804            27,397,204
Basic earnings per common share:         $      0.93             $      1.12       $    2.80          $       2.78
Diluted earnings per common share:       $      0.92             $      1.07       $    2.74          $       2.68
                                      -----------------     ------------------  ------------           -----------
</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                Nine months ended
                                                          ----------------------------
                                                     September 30,           October 2,
                                                          2000                 1999
--------------------------------------------------------------------------------------
               <S>                                        <C>                 <C>
Cash flows from operating activities:

Net Income                                      $      74,161           $      73,502
Adjustments to net income:
    Depreciation and amortization                      82,313                  70,161
    Other items affecting cash                        (12,332)                (10,856)
      from operating activities
                                                  --------------        -------------
Net cash provided by operating activities             144,142                 132,807
                                                  --------------        -------------
Cash flows from investing activities:
  Capital expenditures                               (151,869)               (140,134)
  Proceeds on sales                                     9,198                   3,864
  Acquisitions                                        (16,419)                (49,377)
                                                  --------------        -------------
Net cash used in investing activities                (159,090)               (185,647)
                                                  --------------        -------------
Cash flows from financing activities:
  Dividends paid                                       (7,393)                 (7,378)
  Proceeds from sale of Notes                         149,025                  98,452
  Payments on Notes                                  (100,000)                     -
  Proceeds from sale/(repurchase) of treasury stock    (8,778)                  4,623
  Proceeds from long-term debt                         70,000                  30,206
  Payments on long-term debt                          (92,409)                (77,908)
  Net change in short-term debt                         2,463                  5,580
                                                  --------------        -------------
Net cash provided by (used in) financing activities    12,908                  53,575
                                                  --------------        -------------
Net increase/(decrease) in cash                        (2,040)                    735
                                                  --------------        -------------
Cash at beginning of period                             6,862                   5,548
                                                  --------------        -------------
Cash at end of period                            $      4,822          $        6,283
                                                  --------------        -------------


</TABLE>

                           USFreightways Corporation
      Condensed Consolidated Statements of Changes in Common Stockholders Equity
                        Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                 -----------------
                                                        September 30,           October 2,
                                                          2000                    1999
                        <S>                                <C>                     <C>
Balance as of December 31 1999 and 1998 respectively    $ 558,859               $  459,134

Net income                                                 74,161                   73,502
Common shares repurchased                                ( 14,520)                     -
Employee stock transactions                                 5,740                    4,623
Dividends declared                                       (  7,374)                (  7,397)
Comprehensive income                                           -                       -
                                                        __________              __________
Balance as of September 30, 2000 and October 2, 1999    $  616,866              $  529,862
   respectively                                         ==========              ==========
</TABLE>
<PAGE>
              Notes to Condensed Consolidated Financial Statements
                  (Dollars in thousands, except per share amounts)
                                   (Unaudited)

1. Summary of significant accounting policies

     General -
     The consolidated financial statements include the accounts of USFreightways
and its wholly owned subsidiaries (the Company).  The financial  statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim   financial   information  and  with  the  instructions  to  Form  10-Q.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
The statements are unaudited but, in the opinion of management,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included.  The  Company's  results  of  operations  are
affected by the seasonal  aspects of the  trucking  and air freight  industries.
Therefore,  operating results for the three and nine months ended Sept. 30, 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.

     Foreign Currency Translation -
     The financial statements of the Company's foreign subsidiaries are measured
using the local currency as the functional currency.  Assets and liabilities of
these subsidiaries are translated at exchange rates as of the balance sheet
date.  Revenue and expenses are translated at average rates of exchange during
the period.  The resulting cumulative translation adjustments, at present, are
immaterial.

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  234,173  and
1,348,325 for the third quarters of 2000 and 1999  respectively and 624,740 and
1,004,119 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  $17.4 million in cash and assumed debt) 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.

     On August 31, 2000, USF Worldwide Logistics acquired (for approximately $9
million in cash) all of the shares of Ultimex Global  Logistics ("Ultimex"), an
international transportation company based in the UK. Ultimex is expected to
generate approximately $30 million, annually, in revenue.

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, and 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.

     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.  At September 30,
2000, the Company had repurchased 75 thousand shares.



6. Subsequent events

      None


<PAGE>






<TABLE>
<CAPTION>






6.  Segment Reporting                                   Three Months Ended                  Nine Months Ended
      Unaudited (dollars in thousands)               Sept. 30,         Oct. 2,         Sept. 30,            Oct. 2,
                                                       2000             1999             2000                1999
-------------------------------------------------------------------------------      ----------------------------
          <S>                                          <C>            <C>                  <C>                <C>
Revenue
   LTL Group:
      USF Holland                             $    243,862       $   231,620    $      739,417        $     678,400
      USF Reddaway                                  70,362            63,768           202,038              180,039
      USF Red Star                                  67,085            66,610           199,927              182,245
      USF Dugan                                     49,211            49,035           149,746              145,738
      USF Bestway                                   38,221            37,677           111,757              109,806
-------------------------------------------------------------------------------      ------------------------------
         Sub total LTL Group                       468,741           448,710         1,402,885            1,296,228
   Truckload - Glen Moore                           21,076            12,338            60,737               33,203
   Logistics subsidiaries                           69,802            53,410           202,117              143,127
   Freight forwarding                               66,428            57,488           190,408              161,473
   Corporate and other                                 -                 -                 -                   -
-------------------------------------------------------------------------------      ------------------------------
Total Revenue                                  $   626,047        $  571,946    $    1,856,147        $   1,634,031

Income From Operations
   LTL Group:
      USF Holland                              $    27,437        $   29,792    $       80,768        $      78,400
      USF Reddaway                                   9,399             8,268            23,275               19,047
      USF Red Star                                   2,661             2,781             6,674                4,991
      USF Dugan                                      2,504             2,338             8,769                6,339
      USF Bestway                                    3,241             4,282            11,313               12,765
-------------------------------------------------------------------------------      ------------------------------
         Sub total LTL Group                        45,242            47,461           130,799              121,542
   Truckload - Glen Moore                            1,114             1,071             3,654                2,627
   Logistics subsidiaries                            4,155             4,805            12,452               12,046
   Freight forwarding                               (1,685)            2,311              (780)               5,298
   Corporate and other                              (1,391)             (620)           (3,987)              (3,441)
   Amortization of intangibles                      (1,747)           (1,724)           (5,098)              (4,750)
-------------------------------------------------------------------------------      ------------------------------
Total Income from Operations                    $   45,688        $   53,304     $     137,040        $     133,322
-------------------------------------------------------------------------------      ------------------------------
</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 Sept.  30, 2000 of $24.3 million, an 18% decrease compared
to $29.7  that was reported for the thirteen  weeks that ended Oct. 2, 1999.
There were 63 working days in the current and previous year's quarter.

     Net income per share for the current year's quarter was equivalent to 92
cents diluted  earnings per share.  Net income per share for the 1999 quarter
amounted to $1.07  diluted  earnings  per share.  Net income  for the  current
year's quarter  was  negatively  impacted (as announced by a press release dated
September 22, 2000)  by evidence of a slowing economy that affected results in
the regional trucking subsidiaries and an operating loss  at USF  Worldwide, the
Company's domestic and international freight forwarding business.

     Revenue  for the 2000  quarter  increased  by 9.5%  to $626.0 million  from
$571.9  for the third  quarter of 1999.  Revenue  increases in new return
logistics business,  new distribution  service centers, new revenue from Ultimex
and additional  truckload revenue from an acquisition  in early January 2000
accounted for  approximately $23 million of the revenue increase.

     Less-than-truckload  (LTL) revenue for the current  quarter at the regional
trucking  subsidiaries  increased 4.9%, excluding the fuel surcharges,  over the
1999 third  quarter;  LTL shipments  increased  2.4% and LTL tonnage  increased
1.8%. LTL revenue per shipment  increased from $109.47 to $112.10 and the weight
per  shipment  decreased  from 1,144  pounds to 1,137  pounds.  Volume levels in
last year's quarter benefited from the Y2K build up and USF Holland, USF Red
Star and USF Reddaway gained additional revenue as a result of the closure of
Preston Trucking and Nationsway.    Year to date  revenue  increased  by 8.2% to
$1.4 billion from $1.3 billion last year.

     Operating earnings for the regional trucking subsidiaries,  in  the
current  year's  quarter,   decreased  4.7%  to $45.2 million compared  to
$47.5 million for  the  same  period  of  1999.  The consolidated  operating
ratio for the LTL group  deteriorated to 90.3 from 89.4 last  year.  USF
Reddaway and USF Dugan  continued  to  improve  their operating  ratios and USF
Red Star  reported only a slight deterioration in its operating  ratio to 96.0
compared  to 95.8  last  year.  Improvements  in costs occurred in Purchased
Transportation and Fuel (net of surcharge recoveries),  but were offset by
increases  in Labor, Maintenance, Workers Compensation and Insurance and Claims.
Year to  date operating earnings increased by 7.6% to $130.8 million from $121.5
million last  year. Fuel costs, net of surcharge recoveries,  in the first nine
months  have  improved slightly when compared to the same period of 1999.

     USF Glen Moore,  the Company's  truckload  (TL) carrier reported  operating
earnings of $1.1 million at an operating ratio of 94.7 compared to $1.1 and
an operating ratio of 91.3 in 1999. Improvements in Purchased  Transportation,
and Operating  costs were offset by  increases  in Labor,  Insurance  and
Claims, Workers'  Compensation   and depreciation costs. Glen Moore's recent
acquisition  contributed the majority of the $8.7 million revenue increase
compared to last year's quarter.

     Revenue in the Logistics  group  increased by 30.7% to  $69.8 million  in
the current quarter from  $53.4 million in the prior year. USF Processors
contributed revenue in the 2000 quarter amounting to approximately $17.4 million
compared to approximately  $11.8 million in last year's quarter.  USF
Distribution  Services increased  revenue by  approximately  $6.7 million of
which  expansion  into its centers in Baltimore, Kansas City, Montgomery,
and Oklahoma City (that were not open in the 1999 third  quarter)  contributed
approximately  $2.6  million while other existing distribution centers increased
revenue by $4.1 million.

     Earnings in the  Logistics  group  decreased  by 13.5%  compared to the
prior year's  quarter to $4.2 million from $4.8 million as USF  Processors,
despite a 47% increase in revenue,  reported earnings  of $0.9 million  compared
to $1.3  million 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. Cost  reductions  that became  effective in the
early part of the third quarter have helped to improve earnings.  Operating
earnings in the Logistics group, excluding Processors, decreased by 7.6% to
$3.2 million from $3.5 million last year due mainly to continuing increases  in
information technology costs. Year to date earnings in the Logistics   group
increased by 3.4% to $12.5 million  from $12.0 million last year.
<PAGE>


     Revenue in the Freight Forwarding group increased 15.5% to $66.4 million
from $57.5 million in the prior year's quarter. Year to date revenue increased
by  17.9% to $190.4 million  from  $161.5 million  last year. The group reported
an operating loss of $1.7 million compared to an operating profit of  $2.3
million 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 and the first month's results from its  acquisition of Ultimex.
USF Asia recorded third quarter revenue of  approximately  $4.0 million and an
operating loss before reduction for minority interest of $1.0 million
(due to network expansion and  infrastructure solidification   costs).  Ultimex
recorded revenue in the last  third of the quarter, since its acquisition, of
approximately $2 million and an operating profit of $0.1 million. Additionally,
in the third quarter,  USF Worldwide reported an operating loss of $0.7 million
as its gross margins deteriorated and it also incurred   significant information
technology costs related to the installation of a new freight management system.
Year to date losses for the Freight  Forwarding  group  amounted  to $0.8
million  compared to an operating profit of  $5.3 million last year.

                    Liquidity and Capital Resources

     Cash flows from operating activities  contributed $144.1 million during the
nine months compared to $132.8 million during the same period last year.

     Net capital expenditures for the 2000 nine months amounted to approximately
$159.1 million including $110.6 million for revenue equipment, $22.2 million for
terminal facilities, and the balance for other capital items plus the acquistion
of  Tri-Star  Transportation and Ultimex.  Last  year  for  the  same  period,
net  capital expenditures amounted to approximately $185.6 million, including
$84.7 million for revenue equipment, $36.8 million for terminal facilities,
$49.4 million for the acquisitions of USF Processors,  CBL and eight freight
forwarding  companies and the balance for other capital items.

     Total borrowings increased by $30.1 million during the first nine months of
 2000.  $100 million of notes, due May 1, 2000, were paid as scheduled.  They
were replaced by $150 million of guaranteed notes that were floated in late
April, 2000 and are due on April 15, 2010.  In addition to the $150 million in
notes, the  Company's debt includes $100 million of guaranteed  notes due May 1,
2009. Net bank borrowings decreased by $19.9 million during the first nine
months.

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



     On April 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.

     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 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.  At
September 30, 2000, the Company had repurchased 75 thousand shares.

     A dividend of 9 1/3 cents per share  equivalent to $2.5 million was paid on
October 6, 2000 to shareholders of record on September 22, 2000.

<PAGE>

                                   Market Risk

     The  Company  is  exposed  to the  impact of  interest  rate  changes.  The
Company's exposure to changes in interest rates is limited to borrowings under a
line of credit  agreement  which has variable  interest  rates tied to the LIBOR
rate.  The  average  annual  interest  rates on  borrowings  under  this  credit
agreement were approximately 6.1% in the first nine 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 September 30, 2000. The Company
estimates that the carrying value of the notes  approximated  their market value
at September 30, 2000. The Company has no hedging instruments outstanding.  From
time to  time,  the  Company  invests  excess  cash in  overnight  money  market
accounts.

                            Recent Accounting Pronouncements

     In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements".  SAB No. 101 provides guidance on
the recognition, presentation and disclosure of revenue in financial statements.
On June 26, 2000, the SEC issued SAB 101B that allows companies to defer the
reporting of a change in principle, as required by SAB No. 101, until the fourth
quarter of 2000.  The Company is reviewing the recommendations, but believes
that implementation will have no material effects on its financial statements.

     In June 1998, the Financial Accounting Standards Board (FASB), issued SFAS
No. 133.  In June 2000, FASB further clarified SFAS No. 133 through issuance of
SFAS No. 138.  SFAS No. 133 and 138 establish accounting and reporting standards
for derivative instruments and for hedging activities.  The effective date for
SFAS Nos. 133 and  138 is for years beginning after June 15, 2000. Adoption of
SFAS Nos. 133 and 138 will have no  effect on the Company's financial statements
as it has no derivatives or hedging instruments.

<PAGE>

                           PART II: OTHER INFORMATION



Item 1.           Legal Proceedings.

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

                  Also, the Company is involved in other  litigation  arising in
                  the ordinary course of business,  primarily  involving  claims
                  for bodily  injuries  and property  damage.  In the opinion of
                  management,  the  ultimate  recovery  or  liability,  if  any,
                  resulting  from  such  litigation,   individually  or  in  the
                  aggregate,  will not materially adversely affect the Company's
                  financial condition or results of operations.








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

          (a)               Exhibits


               1.  Exhibit 3.1- Bylaws of USFreightways Corporation, as restated
                   August 17, 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 July 24, 2000
                   announcing  that the  Board  of  Directors  of  USFreightways
                   Corporation had authorized a stock  repurchase  program of up
                   to  1,000,000  shares of its common  stock in addition to the
                   500,000  shares of common stock  authorized for repurchase on
                   June 7, 2000.


<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