SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

                                    Form 10-Q/A

 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 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 May 3, 2000, 26,604,777 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 1,          December 31,
                                                                 2000                  1999
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $        9,162        $          6,862
     Accounts receivable, net                                  304,122                 293,989
     Other                                                      71,057                  62,077
                                                     -----------------     -------------------
          Total current assets                                 384,341                 362,928
                                                     -----------------     -------------------

Net property and equipment                                     691,581                 660,510
Net intangible assets                                          174,430                 174,538
Other assets                                                    15,329                  14,191
                                                     -----------------     -------------------
Total assets                                            $    1,265,681        $      1,121,167
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current  debt                                      $       17,044        $         20,561
     Notes payable                                             100,000                 100,000
     Accounts payable                                           80,340                  89,193
     Other current liabilities                                 200,400                 160,590
                                                     -----------------      ------------------
     Total current liabilities                                 397,784                 370,344
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term debt                                             36,848                  33,137
     Notes payable                                             100,000                 100,000
     Other long-term liabilities                               150,983                 149,827
                                                      -----------------     ------------------
            Total long-term liabilities                        287,831                 282,964
                                                      -----------------     ------------------
Common stockholders' equity                                    580,066                 558,859
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,265,681        $      1,121,167
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                              USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
                                             Three months ended
                                        -------------------------------------
                                               April 1,              April 3,
                                                  2000                  1999
-----------------------------------------------------------------------------
     <S>                                          <C>                 <C>
Operating revenue
     LTL Trucking                        $    460,804       $    410,797
     TL Trucking                               19,488             10,286
     Logistics                                 67,125             41,022
     Freight Forwarding                        60,804             51,124
                                     -----------------      ----------------
Total operating revenue                  $    608,221       $    513,229

Operating expenses:
     LTL Trucking                             422,621            380,653
     TL Trucking                               18,543              9,601
     Logistics                                 62,883             38,291
     Freight Forwarding                        60,088             49,674
     Corporate and other                        3,327              2,779
                                     -----------------       ----------------
Total operating expenses                      567,462            480,998
                                     -----------------       ----------------
Income from operations                         40,759             32,231
                                     -----------------       ----------------
Non-operating income (expense):
     Interest expense                          (4,571)            (2,812)
     Interest income                              192                232
     Other, net                                   493                 24
                                      ----------------        ---------------
Total non-operating expense                    (3,886)            (2,556)
                                      ----------------        ---------------
Net income before income taxes                 36,873              29,675
Income tax expense                             14,823              12,167
Minority interest, net of taxes                  (266)                  -
                                      -----------------       ---------------
Net income                                $    22,316       $      17,508
                                      -----------------       ---------------

Average shares outstanding - basic         26,509,438           26,313,897
Average shares outstanding - diluted       27,456,591           26,988,930
Basic earnings per common share:          $      0.84        $        0.67
Diluted earnings per common share:        $      0.81        $        0.65
                                      -----------------     ------------------
</TABLE>









<PAGE>


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

Net Income                                        $    22,316        $         17,508
Adjustments to net income:
    Depreciation and amortization                      26,519                  22,462
    Other items affecting cash                          5,548                   4,517
      from operating activities
                                                -----------------      ---------------
Net cash provided by operating activities              54,383                  44,487
                                                -----------------      ---------------
Cash flows from investing activities:
  Capital expenditures                                (45,830)                (30,293)
  Proceeds on sales                                     1,960                   1,020
  Acquisitions                                         (7,300)                (31,300)
                                                -----------------    ----------------
Net cash used in investing activities                 (51,170)                (60,573)
                                                -----------------    ----------------
Cash flows from financing activities:
  Dividends paid                                       (2,473)                 (2,452)
  Proceeds from sale of treasury stock                  1,366                   1,415
  Proceeds from long-term debt                         40,000                  25,000
  Payments on long-term debt                          (40,498)                 (1,780)
  Net change in short-term debt                           692                  (5,497)
                                                -----------------     ----------------
Net cash provided by (used in) financing activities      (913)                 16,686
                                                -----------------     ----------------
Net increase/(decrease) in cash                         2,300                     600
                                                -----------------     ----------------
Cash at beginning of period                             6,862                   5,548
                                                 -----------------    -----------------
Cash at end of period                              $    9,162          $        6,148
                                                 -----------------    -----------------


</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 trucking and
air freight industries.  Therefore, operating results for the three months ended
April 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
registrant'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 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  earnings
per share. The number of options included in the denominator,  used to calculate
diluted  earnings  per share are 947,153  and 675,033 for the first  quarters of
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,  with  approximately  two-
thirds coming from dedicated fleet operations.

     On January 18, 2000 the Company  announced  an  agreement to acquire all of
the  shares  of  Transport  Corporation  of  America,  Inc.  (a  stock-for-stock
transaction).  By mutual  agreement of the boards of directors of each  company,
the agreement was terminated on February 8, 2000.

4. Long-Term Debt

     The  Company's  debt  includes  $100,000,000  of notes  due May 1, 2000 and
$100,000,000 of guaranteed notes due May 1, 2009.

     On January 31, 2000,  the Company filed a Form S-3  registration  statement
that allowed for the sale of up to $400,000,000 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.

5. Other

     On March 15, 2000,  the Company  announced  the  formation of USF Worldwide
Logistics,  a new operating group that brings  together the Company's  logistics
and freight forwarding business units into one cohesive organization.

6. Subsequent events

     On April 19, 2000, the Company sold $150,000,000 in 8 1/2% guaranteed notes
due April 15, 2010 as part of the $400,000,000  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
$149,000,000,  were used to repay  $100,000,000 in 6 5/8% notes that matured May
1, 2000 and to reduce other unsecured lines of credit.

<PAGE>








<TABLE>
<CAPTION>






5.  Segment Reporting                                   Three Months Ended
                                                    April 1,         April 3,
                                                       2000             1999
-------------------------------------------------------------------------------
          <S>                                          <C>            <C>
Revenue
   LTL Group:
      USF Holland                             $     246,617    $     219,950
      USF Reddaway                                   62,532           55,135
      USF Red Star                                   65,184           53,774
      USF Dugan                                      50,589           47,097
      USF Bestway                                    35,882           34,841
-------------------------------------------------------------------------------
         Sub total LTL Group                        460,804          410,797
   Truckload - Glen Moore                            19,488           10,286
   Logistics subsidiaries                            67,125           41,022
   Freight forwarding                                60,804           51,124
   Corporate and other                                 -                   -
-------------------------------------------------------------------------------
Total Revenue                                  $    608,221    $     513,229

Income From Operations
   LTL Group:
      USF Holland                              $     25,801    $      21,258
      USF Reddaway                                    4,650            3,504
      USF Red Star                                    1,355              305
      USF Dugan                                       2,712            1,187
      USF Bestway                                     3,665            3,890
-------------------------------------------------------------------------------
         Sub total LTL Group                         38,183           30,144
   Truckload - Glen Moore                               945              685
   Logistics subsidiaries                             4,242            2,731
   Freight forwarding                                   716            1,450
   Corporate and other                               (1,658)          (1,417)
   Amortization of intangibles                       (1,669)          (1,362)
-------------------------------------------------------------------------------
Total Income from Operations                    $    40,759     $     32,231
-------------------------------------------------------------------------------
</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 1, 2000 of  $22,316,000,  a 27%  increase  over the
$17,508,000 which was reported for the thirteen weeks which ended April 3, 1999.
This is the fifteenth  consecutive quarter that earnings have increased over the
same quarter of the previous year.

     Net income per share for the current  year's  quarter was  equivalent to 81
cents  diluted  earnings  per share,  a 25%  increase  compared  to the 65 cents
diluted  earnings  per share for the same  quarter of 1999.  The current  year's
quarter  included  an after tax  charge of 2.5 cents per share for the  start-up
costs for USF Asia  Group and legal and other  professional  costs  incurred  in
connection with the aborted merger with Transport Corporation of America, Inc.

     Revenue  for the 2000  quarter  increased  by 18.5%  to  $608,221,000  from
$513,229,000  for the first quarter of 1999. USF  Processors,  acquired March 1,
1999  and  Tri-Star  Transportation,  Inc.acquired  by USF Glen  Moore  early in
January this year collectively contributed  approximately $22,000,000 additional
revenue.

     Revenue and net income for the 2000 quarter  improved  compared to the same
period of the previous year,  although revenue and operating  earnings this year
were  negatively  impacted by adverse  weather in weeks three and four this year
and by rising fuel costs.

     Less-than-truckload  (LTL) revenue for the current  quarter at the regional
trucking subsidiaries increased 12.1% over the 1999 first quarter, LTL shipments
increased  9.8%  and LTL  tonnage  increased  9.4%.  LTL  revenue  per  shipment
increased  from  $108.75 to $110.94 and the weight per shipment  decreased  from
1,151 pounds to 1,147 pounds.

     Operating  earnings  for the regional  trucking  group  increased  26.7% to
$38,183,000  in 2000 compared to  $30,144,000  for the same period of 1999.  The
consolidated  operating  ratio  improved  to 91.7 from 92.7 last year led by USF
Holland  with an  operating  ratio of 89.5  this  year  compared  to 90.3 in the
previous year and improvements also at USF Dugan, USF Red Star and USF Reddaway.
Improvements in costs occurred in Labor,  Workers'  Compensation,  Insurance and
Claims and  Depreciation  expenses,  but were  partially  offset by increases in
Operating Expenses and Supplies due to rising fuel costs net of fuel surcharges.
The  increase  in the  price  of fuel in  excess  of  surcharge  recoveries  was
equivalent to four cents a share.

     USF Glen Moore, the Company's TL carrier,  recorded  operating  earnings of
$945,000 at an  operating  ratio of 95.1  compared to $685,000  and an operating
ratio of 93.3 in 1999 as fuel  increased  from 13.3% of revenue in 1999 to 15.1%
in the current year equivalent to approximately one cent a share.

     Revenue in the Logistics  group  increased by 63.6% to  $67,125,000  in the
current  quarter from  $41,022,000  million in the prior year.  USF  Processsors
contributed revenue in the 2000 quarter amounting to approximately $18.7 million
compared to $4.1 million in last year's quarter, from its acquistion on March 1,
1999. Other existing logistics' contracts increased revenue by $5.6 million over
the prior year's quarter.  USF Distribution  Services  increased revenue by $6.0
million of which expansion into its centers in Dallas, Kansas City,  Montgomery,
Fontana  and  Oklahoma  City  (that  were not open in the  1999  first  quarter)
contributed $4.1 million,  while other existing  distribution  centers increased
revenue by $1.9 million.  Earnings in the Logistics  group  increased 55.3% over
the prior  year's  quarter to $4.2  million  from $2.7  million  due to earnings
increases at USF Processors,  USF Distribution  Services and higher profits from
existing customers' business.
<PAGE>





     Revenue in the Freight Forwarding group increased 18.9% to $60,804,000 from
$51,124,000  in  the  prior  year's  quarter.  The  group's  operating  earnings
decreased  to $716,000  from  $1,450,000  for 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,  which  recorded  first  quarter
revenue of  approximately  $1.2  million  and an  operating  loss  before tax of
$890,000 (due to start-up costs) before reduction for minority interest.

    On January  10th,  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,  with  approximately  two-
thirds coming from dedicated fleet operations.

     On January 18th,  the Company  announced an agreement to acquire all of the
shares  of   Transport   Corporation   of  America,   Inc.  (a   stock-for-stock
transaction).  By mutual  agreement of the boards of directors of each  company,
the agreement was terminated on February 8th.

     On March  15th,  the  Company  announced  the  formation  of USF  Worldwide
Logistics,  a new operating group that brings  together the Company's  logistics
and freight forwarding business units into one cohesive organization.


                    Liquidity and Capital Resources

     Cash flows from operating  activities  contributed $54.4 million during the
current quarter compared to $44.5 million in last year's quarter.

     Net capital expenditures for the 2000 quarter amounted to approximately $51
million including $37.4 million for revenue equipment, $3.5 million for terminal
facilities,  and the balance for other  capital  items plus the  acquisition  of
Tri-Star   Transportation.   Last  year  for  the  same  quarter,   net  capital
expenditures amounted to $60.6 million,  mainly for revenue equipment,  terminal
facilities and the USF Processors acquisition.

     Bank borrowings increased only slightly during the quarter.

     The  Company's  debt  includes  $100,000,000  of notes  due May 1, 2000 and
$100,000,000 of guaranteed notes due May 1, 2009.

     On January 31, 2000,  the Company filed a Form S-3  registration  statement
that allowed for the sale of up to $400,000,000 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 $150,000,000 in 8 1/2% guaranteed notes
due April 15, 2010 as part of the $400,000,000  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
$149,000,000, was used to repay $100,000,000 in 6 5/8% notes that matured May 1,
2000 and to reduce other unsecured lines of credit.

     A dividend  of 9 1/3 cents per share equivalent to $2.5 million was paid on
April 7, 2000 to shareholders of record on March 24, 2000.




<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 27-Financial Data Schedule.

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

     1. A Current  Report on Form 8-K was filed on January 20, 2000 and February
        9, 2000.




                                     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 27th day of
June, 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