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 4, 1998, OR
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
       ___________ TO _______________


                        Commission File Number 0-19791

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


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

9700 Higgins Road, Rosemont, Illinois                    60018
(Address of principal executive offices)               (Zip Code)


                          Registrant's telephone number
                       including area code: (847) 696-0200


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

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

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

As of April 20, 1998, 26,148,286 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 4,             January 3,
                                                                   1998                   1998
-----------------------------------------------------------------------------------------------
             <S>                                                 <C>                      <C>
Assets
Current assets:
     Cash                                                  $      5,095          $       6,471
     Accounts receivable, net                                   203,450                187,554
     Other                                                       48,616                 43,091
                                                       -----------------    -------------------
          Total current assets                                  257,161                237,116
                                                       -----------------    -------------------

Net property and equipment                                      465,864                448,315
Net intangible assets                                           105,080                104,407
Other assets                                                      9,343                  9,697
                                                       -----------------    -------------------
Total assets                                               $    837,448            $   799,535
                                                       -----------------    -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                     $        -              $       650
     Accounts payable                                            61,243                 62,895
     Other current liabilities                                  152,919                118,169
                                                       -----------------    -------------------
          Total current liabilities                             214,162                181,714
                                                       -----------------    -------------------
Long-term liabilities:
     Long-term bank debt                                          5,000                 15,000
     Notes payable                                              100,000                100,000
     Other long-term liabilities                                113,535                110,621
                                                       -----------------    -------------------
          Total long-term liabilities                           218,535                225,621
                                                       -----------------    -------------------
Common stockholders' equity                                     404,751                392,200
                                                       -----------------    -------------------
Total liabilities and stockholders' equity                 $    837,448            $   799,535
                                                       -----------------    -------------------

</TABLE>
<PAGE>




                              USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)

<TABLE>
<CAPTION>
                                                       Three months ended                           
                                           -------------------------------------   
                                                 April 4,           March 28,      
                                                    1998                1997                
--------------------------------------------------------------------------------   
      <S>                                            <C>                 <C>                
Operating revenue                           $     442,339       $      355,817      
Operating expenses:
     Salaries, wages and benefits                 264,765              226,956             
     Other operating expenses                      81,776               73,595
     Purchased transportation                      42,178               12,342              
     Insurance and claims                           8,363                7,069             
     Depreciation and amortization                 19,534               16,784            
                                           -----------------   -----------------   
         Total operating expenses                 416,616              336,746          
                                           -----------------   -----------------  
Income from operations                             25,723               19,071            
                                           -----------------   -----------------  
Non-operating income (expense):
     Interest expense                              (2,108)              (2,582)              
     Interest income                                  233                  164               
     Other, net                                      (178)                  99              
                                           -----------------   -----------------   
          Total non-operating expense              (2,053)              (2,319)           
                                           -----------------   ----------------- 
Net income before income taxes                     23,670               16,752            
Income tax expense                                  9,941                7,002            
                                           -----------------   -----------------  
Net income                                  $      13,729       $        9,750     
                                           -----------------   -----------------   

Average shares outstanding - basic              26,116,663          24,276,484
Average shares outstanding - diluted            26,554,118          24,591,349         

Basic earnings per common share:             $        0.53       $        0.40
Diluted earnings per common share:           $        0.52       $        0.40
                                                  
                                           -----------------   -----------------  

</TABLE>
<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                Three months ended
                                                       --------------------------------------
                                                              April 4,             March 29,
                                                                 1998                 1997
---------------------------------------------------------------------------------------------
           <S>                                                   <C>                     <C>
Cash flows from operating activities:

Net Income                                              $       13,729      $        9,750
Adjustments to net income:
    Depreciation and amortization                               19,534              16,784
    Other items affecting cash                                  14,267               1,799
      from operating activities
                                                       -----------------   ------------------
Net cash provided by operating activities                       47,530              28,333
                                                       -----------------   ------------------
Cash flows from investing activities:
  Capital expenditures, net of
    proceeds on sales                                          (35,585)            (20,694)
  Acquisition                                                  ( 1,500)                -
                                                       -----------------   ------------------
Net cash used in investing activities                          (37,085)            (20,694)
                                                       -----------------   ------------------
Cash flows from financing activities:
  Dividends paid                                                (2,433)             (2,108)
  Proceeds from sale of common stock                                -               69,760
  Proceeds from sale of treasury stock                           1,262               1,105
  Proceeds from long-term debt                                       -                 917
  Payments on long-term debt                                   (10,650)            (78,000)
                                                       -----------------   ------------------
Net cash provided by (used in) financing activities            (11,821)             (8,326)
                                                       -----------------   ------------------
Net decrease in cash                                            (1,376)               (687)
                                                       -----------------   ------------------
Cash at beginning of period                                      6,471               4,090
                                                       -----------------   ------------------
Cash at end of period                                   $        5,095      $        3,403
                                                       -----------------   ------------------
</TABLE>
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 4, 1998 are not necessarily indicative of the results
that may be expected for the year ending January 2, 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
January 3, 1998.

FASB Statement No. 130, Reporting Comprehensive Income, became effective 
for the beginning of the Company's 1998 fiscal year.  Total comprehensive 
income is the total of net income and all other nonowner changes in equity in 
a period.  In the first quarter of  1998 and the first quarter of 1997, the 
Company's total comprehensive income is equivalent to its net income. 

The AICPA Accounting Standards Executive Committee Statement of Position (SOP)
98-5, Reporting on the Costs of Start-Up Activities will become effective for
the Company's 1999 fiscal year first quarter.  SOP 98-5 concludes that the 
costs of start-up activities, including organization costs, should be
expensed as incurred, and all prior capitalized costs written off.  Reporting
under SOP 98-5 will have no material effect on the Company's financial results.
<PAGE>




Segment Reporting                                     
                                                        April 4,       March 28,
Three Months Ended                                        1998            1997 
-------------------------------------------------------------------------------
                                                                               
Revenue
   LTL Group:
      USF Holland                                  $    197,495    $    163,730
      USF Reddaway                                       51,441          44,986 
      USF Red Star                                       50,673          46,395
      USF Dugan                                          45,546          40,568
      USF Bestway                                        34,141          30,420
-------------------------------------------------------------------------------
         Sub total LTL Group                            379,296         326,099
   Logistics subsidiaries                                28,739          25,165
   Freight forwarding                                    34,304           2,719
   Corporate and other                                      -             1,834
-------------------------------------------------------------------------------
Total Revenue                                      $    442,339     $   355,817

Income From Operations
   LTL Group:
      USF Holland                                  $     17,399     $    12,413
      USF Reddaway                                        3,128           1,421
      USF Red Star                                          184              86
      USF Dugan                                           1,392           1,687
      USF Bestway                                         4,321           3,513
-------------------------------------------------------------------------------
         Sub total LTL Group                             26,424          19,120
   Logistics subsidiaries                                 1,759           1,296
   Freight forwarding                                       624              20
   Corporate and other                                   (2,139)           (712)
   Amortization of intangibles                             (945)           (653)
--------------------------------------------------------------------------------
Total Income from Operations                        $    25,723     $    19,071
-------------------------------------------------------------------------------

 

<PAGE>






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


         USFreightways Corporation ("the Company") reported net income for the
thirteen weeks ended April 4, 1998 of $13,729,000, a 41% increase over the
$9,750,000 which was reported for the thirteen weeks which ended March 29, 1997.
There were three more working days in the 1998 quarter compared to the similar
period for 1997. The 1997 quarter included the New Year's holiday week and Good 
Friday, whereas neither of these holidays occurred in the 1998 quarter.

         Net income per share for the current year's quarter was equivalent to
52 cents diluted earnings per share, and 53 cents basic earnings per share, a
30% increase compared to 40 cents on both a diluted and basic basis for the same
quarter of 1997.

         Revenue for the 1998 quarter increased by 24.3% to $442,339,000 from
$355,817,000 for the first quarter of 1997. USF Seko Worldwide, the Company's
domestic and international freight forwarder, which was acquired on September
30, 1997, contributed $30,772,000 revenue in the 1998 quarter. Excluding the
acquisition of USF Seko Worldwide, revenue increased 15.7% in the current year
compared to the same period of the previous year.

         Less-than-truckload (LTL) revenue for the quarter at the regional
trucking subsidiaries increased 16.3% over the 1997 first quarter, LTL shipments
increased 11.7%, and LTL tonnage increased 13.5%. LTL revenue per shipment
increased from $101.99 to $106.22 and the weight per shipment increased from
1,126 pounds to 1,144 pounds.

         The logistics group continued its substantial growth rate in the
current year's first quarter. Revenue for the thirteen weeks of the current year
amounted to $28,739,000, an increase of 14.2%, and the operating ratio improved
to 93.9 from 94.8 in the first quarter of 1997.

         A relatively mild winter, price stability, and a reasonably buoyant
economy has helped the  Company record the highest first quarter net income in
its history. The Company's regional truck lines continue to perform at generally
acceptable levels and USF Holland, USF Bestway  and USF Reddaway showed
significant improvement in both operating ratio and operating income in the 
1998 quarter compared to the same period of the previous year. The combined
operating ratio for the five regional trucking  subsidiaries improved from 
94.1% in 1997 to 93.0% in the current year. The Company's logistics business
achieved record results increasing operating income to $1,759,000 from
$1,296,000 in the 1997 quarter. The significant improvement in both revenue and
operating income at USF Logistics results from  increased revenue from new
contracts and customers and a reduction in overhead which occurred when its
business was reorganized along product lines. USF Seko Worldwide generated 
$30,772,000 in revenue for the current year' quarter which is an increase of
22.2% compared to  last year's quarter, although it was not part of the
USFreightways group. Similarly, USF Seko Worldwide improved operating income to
$578,000 from $243,000 for the 1997 quarter.

         On April 3rd, USF Red Star, the Company's Northeastern LTL regional 
subsidiary consummated an arrangement to acquire the revenue of Vallerie 
Transportation Services for $1,500,000 in cash from the Company's working 
capital.  Vallerie was a Norwalk, Ct. based provider of  less-than-truckload 
services to the New England and upper mid-Atlantic states.  The Company expects
that the Vallerie acquisition will add approximately $10,000,000 in annual 
revenue to USF Red Star's revenue base.  In addition to  acquiring the revenue
and the customer list, a significant number of Vallerie employees, including 
the entire sales force, joined USF Red Star.
<PAGE>
      

                Management's Discussion and Analysis of Financial
                     Conditions and Results of Operation. (Cont'd.)




          Capital expenditures for the 1998 quarter amounted to approximately
$36 million of which $22 million was for revenue equipment and $11 million for
terminal facilities. Last year for the same quarter, capital expenditures
amounted to $21 million of which $17 million was for revenue equipment and $1
million for terminal facilities.  The Company anticipates that capital
expenditures for the balance of 1998 will approximate $100,000,000 mainly for
revenue equipment and purchase and or improvements of terminal facilities. 

          On April 8, 1998, 70 percent of the voting members of the IBT union 
(Teamsters)  approved a new national contract that will be effective 
(from April 1, 1998) for five years and provides, among other things, a first
year $750 bonus, in lieu of a first year pay increase.  Total wage, pension and
health and welfare increases amount to  approximately 2.8% per year over the
five years of the contract.  The Company's unionized LTL carriers (USF Holland 
and  USF Red Star) have agreed to accept the terms of the contract.  The 
ratification of this agreement, with USF Holland and USF Red Star, is subject
to finalization of regional contract supplements which the Company
expects to have completed before the end of the second quarter of 1998. 
   

          A dividend of 9 1/3 cents per share was paid April 10, 1998 to
shareholders of record on March 27, 1998.

         This release contains forward-looking statements that 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 revenue.

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

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

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

                  Management of the Company believes that it has good grounds
                  for obtaining a reversal of the judgment on appeal because it
                  believes, among other reasons, that the judgment entered on
                  the basis of the procedural technicality of counsel's failure
                  to comply with the requirements of Texas law concerning the
                  signature of pleadings by counsel, will not be sustained by a
                  reviewing court and further believes, the judgment well 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.  On January 13, 1998 reporting the appointment of 
                               a President and Chief Operating Officer.







                                   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 24th day of
April, 1998.



                            USFREIGHTWAYS CORPORATION


                                   By:   /s/ Christopher L. Ellis
                                            _____________________
                                             Christopher L. Ellis
                                             Senior Vice President, Finance and
                                             Chief Financial Officer


                                   By:   /s/ Robert S. Owen
                                             ______________
                                             Robert S. Owen
                                             Controller and Principal
                                             Accounting Officer