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  5, 2003, 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

                                 USF 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.,Suite 700                         60631
             Chicago, Illinois
     (Address of principal executive offices)            (Zip Code)

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


                           USFreightways Corporation
         (Former name or former address, if changed since the last report)

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

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

As of May 12, 2003  27,015,829 shares of common stock were outstanding.



<PAGE>










PART I: FINANCIAL INFORMATION

Item 1.                           Financial Statements.

                                     USF Corporation
                             Condensed Consolidated Balance Sheets
                              Unaudited (Dollars in Thousands)

                                                            As of
                                            ________________________________
                                                    April 5,      December 31,
                                                       2003              2002
-------------------------------------------------------------------------------

Assets
Current assets:
     Cash                                       $     47,298        $    54,158
     Accounts receivable, net                        275,109            269,583
     Operating supplies and prepaid expenses          41,850             33,180
     Deferred income taxes                            55,656             53,086
                                                ------------       ------------
          Total current assets                       419,913            410,007
                                                ------------       ------------

Property and equipment, net                          773,565            760,153
Goodwill                                             100,955            100,504
Other assets                                          26,735             24,607
                                                ------------       ------------
Total assets                                    $  1,321,168       $  1,295,271
                                                ------------       ------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current debt                               $     1,480        $        367
     Accounts payable                                66,057              59,691
     Accrued salaries, wages and benefits            97,018              89,765
     Accrued claims and other                        98,037              90,245
                                                ------------        -----------
     Total current liabilities                      262,592             240,068
                                                ------------        -----------
Long-term liabilities:
     Notes payable and long-term debt               253,065             252,129
     Accrued claims and other                        86,887              84,079
     Deferred income taxes                           97,845              99,864
                                               ------------         -----------
            Total long-term liabilities             437,797             436,072
                                               ------------         -----------


Total stockholders' equity                         620,779              619,131
                                                ----------          -----------
Total liabilities and stockholders' equity     $ 1,321,168          $ 1,295,271
                                               -----------          -----------
See accompanying Notes to Condensed Consolidated Financial Statements

<PAGE>
                                  USF Corporation
                     Condensed  Consolidated Statements of Operations
          Unaudited (Dollars in Thousands, Except Per-Share Amounts)

                                                        Quarters  Ended
                                                   _________________________
                                                  April 5,           March 30,
                                                     2003                2002
-------------------------------------------------------------------------------
Operating revenue:
     LTL Trucking                             $   488,863          $    430,218
     TL Trucking                                   31,750                25,317
     Logistics                                     75,675                66,552
     Intercompany eliminations                     (2,586)               (1,922)
                                                  _______              ________
Total operating revenue                           593,702               520,165
Operating expenses:
     LTL Trucking                                 472,051               413,353
     TL Trucking                                   31,227                24,428
     Logistics                                     75,122                64,262
     Freight Forwarding-
         Asia exit costs                                -                12,760
     Corporate and other                            5,236                 6,033
     Intercompany eliminations                     (2,586)               (1,922)
                                                 ________             _________
Total operating expenses                          581,050               518,914
Income from operations                             12,652                 1,251
                                                 ________             _________
Non-operating income (expense)
     Interest expense                              (5,292)               (5,111)
     Interest income                                  211                   347
     Other, net                                      (255)                 (209)
                                                 ________              ________
Total non-operating expense                        (5,336)               (4,973)
                                                 ________              ________
Income/(loss)from continuing operations             7,316                (3,722)
     before income taxes, and cumulative
     effects of accounting changes
Income tax expense                                 (3,076)               (3,079)
                                                  _______               _______
Income/(loss) from continuing operations            4,240                (6,801)
     before cumulative effects of
     accounting changes
Discontinued operations:
     Loss from operations, net of tax                  (7)                 (862)
      benefits of $5 and $484, respectively       _______               _______
Income/(loss) before cumulative effect of           4,233                (7,663)
     accounting changes
Cumulative effect of change in accounting          (1,467)                    -
     for revenue recognition, net of tax
     benefits of $1,064
Cumulative effect of change in                          -               (70,022)
  accounting for goodwill
                                                   ______               _______
Net income/(loss)                           $       2,766            $  (77,685)
                                                   ======               =======
Income/(loss)per share from continuing operations:
                           Basic            $       0.16             $    (0.25)
                           Diluted                  0.16                  (0.25)
Loss per share from discontinued operations:
                           Basic                       -                  (0.03)
                           Diluted                     -                  (0.03)
Loss per share - cumulative effects of
     changes in accounting:
                           Basic                   (0.06)                 (2.61)
                           Diluted                 (0.06)                 (2.61)

Income/(loss) per share:   Basic                    0.10                  (2.89)
                           Diluted                  0.10                  (2.89)


Average shares outstanding:Basic              27,005,067             26,798,022
                           Diluted            27,124,223             26,798,022

See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>



                                     USF Corporation
                     Condensed Consolidated Statements of Cash Flows
                              Unaudited (Dollars in Thousands)

                                                             Quarters Ended
                                                          ____________________
                                                          April 5,    March 30,
                                                             2003         2002
-------------------------------------------------------------------------------
Cash flows from operating activities:
Net income/(loss)                                       $   2,766    $  (77,685)
Net loss from discontinued operations                           7           862
                                                         --------      --------
Income/(loss) from continuing operations after              2,773       (76,823)
    cumulative effect of accounting change

Adjustments to reconcile net income/ (loss) from
    continuing operations after accounting change to
    net cash provided by operating activities:
      Depreciation of property and equipment                25,903       24,085
      Cumulative effects of accounting changes               1,467       70,022
      Amortization of intangible assets                        259          312
      Deferred taxes                                        (4,589)      (7,428)
      Gains on sale of property and equipment                 (722)        (533)
      Increase/ (decrease) in other items affecting          9,759       (8,663)
      cash from operating activities
                                                         ---------    ---------
Net cash provided by operating activities                   34,850          972
                                                         ---------    ---------
Cash flows from investing activities:
  Acquisitions                                             (1,883)            -
  Capital expenditures                                    (37,436)      (26,370)
  Proceeds from sale of property and equipment              1,991         2,657
  Disposition of USF Asia                                       -        (6,000)
                                                        ---------    ----------
Net cash used in investing activities                     (37,328)      (29,713)
                                                        ---------    ----------
Cash flows from financing activities:
  Dividends paid                                           (5,040)       (2,478)
  Employee and director stock transactions                  1,739         4,977
  Repurchase of common stock                                 (336)            -
  Payments on long-term bank debt                            (255)         (137)
  Net change in short-term bank debt                         (490)         (156)
                                                         ---------   ----------
Net cash (used in)/ provided by financing activities       (4,382)        2,206
                                                        ---------    ----------
Net cash provided by discontinued operations                   -          7,506
                                                        ---------    ----------
Net decrease in cash                                       (6,860)      (19,029)
                                                        ---------    ----------
Cash at beginning of period                                54,158        72,105
                                                        ---------    ----------
Cash at end of period                                  $   47,298    $   53,076
                                                        ---------    ----------
Supplemental disclosure of cash flow information:
    Cash paid during the year for:
         Interest                                      $      157    $       65
         Income taxes                                       1,170         6,839

Non-cash transactions: debt assumed in connection           2,794             -
     with acquisition

See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE>


                              USF Corporation
     Condensed Consolidated Statements of Changes in  Stockholders' Equity
                       Unaudited (Dollars in Thousands)

                                                              Quarters Ended
                                                        _______________________
                                                        April 5,       March 30,
                                                           2003            2002

Balance as of December 31, 2002, and 2001,           $  619,131      $  687,652
     respectively
Net income/(loss)                                         2,766         (77,685)
Foreign currency translation adjustments                      -            (135)
                                                       --------         -------
   Comprehensive income/(loss)                            2,766         (77,820)

Employee and director stock transactions                  1,739           4,977
Repurchase of common stock                                 (336)              -
Dividends declared                                       (2,521)         (2,508)

                                                        -------        --------
Balance as of April 5, 2003 and
March 30, 2002, respectively                           $ 620,779      $ 612,301
                                                         =======        =======
See accompanying Notes to Condensed Consolidated Financial Statements.



               Notes to Condensed Consolidated Financial Statements

             (Dollars in Thousands, Except Share and Per Share Amounts,
                         unless otherwise indicated)
                             (Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

     These interim financial statements of USF Corporation have been prepared in
accordance with accounting  principles  generally  accepted in the United States
for interim financial information,  the instructions to Quarterly Report on Form
10-Q and Rule 10-01 of Regulation  S-X, and should be read in  conjunction  with
our  Annual  Report  on  Form  10-K  for  the  year  ended  December  31,  2002.
Accordingly,  significant  accounting  policies and other  disclosures  normally
provided have been omitted since such items are disclosed therein.

     In our opinion, the accompanying unaudited condensed consolidated financial
statements  reflect all adjustments  (including  normal  recurring  adjustments)
necessary to present fairly our consolidated  financial  position as of April 5,
2003, the  consolidated  results of our operations for the  three-month  periods
ended April 5, 2003 and March 30, 2002, and our consolidated  cash flows for the
three-month  periods ended April 5, 2003 and March 30, 2002.  Operating  results
for the three-month period ended April 5, 2003 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2003.

Revenue Recognition

     Effective  January 1, 2003, we changed our method of accounting for revenue
and expense recognition for our less-than-truckload ("LTL") and truckload ("TL")
segments. In 2002, revenue for LTL and TL operations was recognized when freight
was picked up from the customer and direct  transportation  costs were  accrued.
Under the new accounting  method,  we allocate revenue between reporting periods
for LTL and TL based on  relative  transit  times with  expenses  recognized  as
incurred.

     Logistics  revenue from  warehousing  continues to be recognized  under the
terms of the various  contracts.  Revenue from  dedicated  fleet  shipments also
continues to be recognized upon delivery, which is generally the same day as the
pickup.  Domestic ocean freight forwarding  transportation revenue is recognized
at the time freight is tendered to an ocean going vessel at origin.
<PAGE>
2. Earnings per share

     Basic  earnings/  (loss) per share are  calculated  on net  income/  (loss)
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 for the period.  Unexercised  stock options are the only
reconciling items between our basic and diluted earnings per share.

     The following table presents  information  necessary to calculate basic and
diluted earnings per share and common equivalent shares.
                                                         Quarters ended
                                                ______________________________
                                                April 5, 2003    March 30, 2002
                                                _____________    ______________

Weighed-average shares outstanding - basic        27,005,067         26,798,022
Common stock equivalents                             119,156                  -
                                                  __________         __________
Weighted-average shares and equivalent - diluted  27,124,223         26,798,022
                                                  ==========         ==========
Anti-dilutive unexercised stock options excluded   1,496,300          3,015,056
     from calculations


3. Debt

     Our debt includes  $100,000 of unsecured  guaranteed  notes due May 1, 2009
and $150,000 of unsecured guaranteed notes due April 15, 2010.

     Our guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis,  on an unsecured  senior basis, by  substantially  all of our
direct and indirect domestic  subsidiaries (the Subsidiary  Guarantors ). All of
the assets were owned by the Subsidiary  Guarantors and substantially all of our
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
shown in our consolidated financial statements. Our subsidiaries, other than the
Subsidiary  Guarantors,  are minor.  There are no restrictions on our ability to
obtain funds from our subsidiaries by dividend or loan. We,  therefore,  are not
required to present separate financial statements of our Subsidiary  Guarantors,
and other disclosures relating to them.

     At April 5, 2003, we have a $200,000  credit facility with a group of banks
that will expire in October 2005. This facility is for working capital,  general
corporate funding needs, and up to $125,000 for letters of credit we issue under
our self-insurance program. As of April 5, 2003 we had no borrowings drawn under
the facility, but we had approximately $75,000 in issued letters of credit.

4. Stock repurchases

     On July 24, 2000,  we announced the  authorized  buyback of up to 1,000,000
shares of our common stock in either public market or private transactions. This
repurchase  program is not yet  completed.  In February of 2003, we  repurchased
14,000 common shares in the public market. The purchase price was $24 per share.
From July 24, 2000 through April 5, 2003, we have  repurchased  468,200  shares.
<PAGE>

5. Goodwill and other intangible assets

     Under Statement of Financial  Accounting Standards (SFAS) No. 142 "Goodwill
and Other Intangible Assets",  previously recorded goodwill and other intangible
assets  with  indefinite  lives  are no  longer  amortized  but are  subject  to
impairment tests annually.  Effective  January 1, 2002  amortization of goodwill
ceased under the standard.  After  implementing  this new standard on January 1,
2002,  we  recorded  an  impairment  charge of  $70,000  at USF  Worldwide,  our
discontinued  freight forwarding  segment.  The charge was shown as a cumulative
effect of change in accounting for goodwill in the 2002 first quarter.

Goodwill and other intangible assets consist of the following:
<TABLE>
<CAPTION>

                                                     As of                         As of
                                                 April 5, 2003                 March 30, 2002
                                             _______________________     ________________________
                                             Gross                       Gross
                             Average         Carrying   Accumulated      Carrying     Accumulated
                           Life (Yrs)        Amount     Amortization     Amount       Amortization
                           __________       ________    ____________     _________    ____________
      <S>                     <C>             <C>            <C>           <C>            <C>
Amortized intangible assets:
     Customer lists           5            $  6,073       $ (5,337)  $     6,073       $  (4,173)
     Non-competes             5               5,156         (5,156)        5,156          (5,138)
                                           ________      _________       _______       __________
Total                                      $ 11,229       $(10,493)  $    11,229       $  (9,311)
                                            ======         =======       ======          ========

</TABLE>


Aggregate  amortization  expense for the quarters  ended April 5, 2003 and March
30, 2002 was $259 and $312, respectively.Estimated amortization expense for 2003
will be approximately $793.

The changes in carrying amounts of goodwill for the quarter ended April 5, 2003
are as follows:
<TABLE>
<CAPTION>
                                      LTL        TL      Logistics   Corporate
                                                                      And other
                                    Segment    Segment    Segment     Segment      Total
                                    _______    _______   _________   __________  ________
        <S>                           <C>        <C>        <C>          <C>       <C>
Balance as of January 1, 2003       $ 57,273   $ 10,574   $ 32,657    $     -    $100,504
Additions                                  -        451          -          -         451
                                    ________   ________   ________    ________   ________
Balance as of April 5, 2003         $ 57,273   $ 11,025   $ 32,657    $     -    $100,955
                                      ======     ======     ======      =====     =======
</TABLE>

See Footnote 7 - Acquisition,  for further details relating to goodwill
additions during the first quarter of 2003.
<PAGE>
6. Recent Accounting Pronouncements

     On November 25, 2002,  the Financial  Accounting  Standards  Board ("FASB")
issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements
for  Guarantees,   Including  Indirect  Guarantees  of  Indebtedness  to  Others
("Interpretation"),  which  elaborates  on  the  disclosures  to  be  made  by a
guarantor  about  its  obligations  under  certain  guarantees  issued.  It also
clarifies  that a guarantor  is required to  recognize,  at the  inception  of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the guarantee.  The Interpretation expands on the accounting guidance of
Statement of Financial  Accounting  Standards  ("SFAS")  No. 5,  Accounting  for
Contingencies,  SFAS No.  57  Related  Party  Disclosures,  and  SFAS  No.  107,
Disclosures about Fair Value of Financial  Instruments.  The Interpretation also
incorporates,  without  change,  the provisions of FASB  Interpretation  No. 34,
Disclosure  of  Indirect   Guarantees  of  Indebtedness  of  Others,   which  it
supersedes.  The  Interpretation  does  identify  several  situations  where the
recognition  of a liability at inception  for a  guarantor's  obligation  is not
required.  The initial recognition and measurement  provisions of Interpretation
45 apply on, a prospective basis to guarantees issued or modified after December
31, 2002,  regardless of the guarantor's  fiscal  year-end.  The disclosures are
effective for financial  statements  of interim or annual  periods  ending after
December  15,  2002.  Adoption  of this  Interpretation  did not have a material
impact on our financial position or results of operations.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123". This Statement amends FASB Statement No. 123,  "Accounting for Stock-Based
Compensation"  to provide  alternative  methods of  transition  for a  voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require  prominent  disclosures  in both annual and interim
financial  statements  about the method of accounting for  stock-based  employee
compensation  and the effect of the method  used on reported  results.  Finally,
this  Statement  amends  Accounting  Principals  Board  ("APB")  Opinion No. 28,
"Interim  Financial  Reporting"  to require  disclosure  about those  effects in
interim financial information. The amendments to Statement No. 123 in paragraphs
2(a) - 2(e) of this Statement are effective for financial  statements for fiscal
years ending after  December 15,  2002.  The  amendment to Statement  No. 123 in
paragraph  2(f) of this  Statement  and  the  amendment  to  Opinion  No.  28 in
paragraph 3 is effective for financial reports  containing  condensed  financial
statements for interim periods beginning after December 15, 2002. As is allowed,
the Company is adopting only the disclosure requirements under SFAS No. 148.

7. Acquisition

     In February  2003,  USF Glen Moore acquired the stock of System 81 Express,
Inc. a truckload carrier based in Tennessee for approximately $4,700 in cash and
assumed debt.  After  conducting a preliminary  purchase  price  allocation,  we
estimate that  resultant  goodwill  will be $451.  Contingent  payments,  to the
former owners of System 81 Express,  of approximately $320 based upon driver and
revenue  retention goals may be paid during the 2003 second  quarter.  System 81
Express owned and or operated 136 tractors and 260 trailers and reported revenue
in 2002 of  approximately  $16,000.  The acquisition  contributed  approximately
$1,300 in revenue to USF Glen Moore's total revenue  during the first quarter of
2003.
 <PAGE>

8.  Segment Reporting                                Quarters Ended
      (Dollars in Thousands)                   _________________________
                                               April 5,        March 30,
                                                  2003             2002
------------------------------------------------------------------------------
  Revenue
   LTL Group:
      USF Holland                        $     258,575   $      224,275
      USF Reddaway                              71,349           61,705
      USF Red Star                              60,297           60,090
      USF Dugan                                 59,215           49,990
      USF Bestway                               39,427           34,158
-------------------------------------------------------------------------------
         Subtotal LTL Group                    488,863          430,218
   Truckload - USF Glen Moore                   31,750           25,317
   Logistics                                    75,675           66,552
   Intercompany eliminations                    (2,586)          (1,922)
   Corporate and other                               -                -
-------------------------------------------------------------------------------
Total revenue from continuing operations  $    593,702    $     520,165

Income/(loss) from operations
   LTL Group:
      USF Holland                         $     15,650    $      13,580
      USF Reddaway                               5,627            3,691
      USF Red Star                              (5,294)          (2,427)
      USF Dugan                                   (501)             627
      USF Bestway                                1,330            1,394
-------------------------------------------------------------------------------
         Subtotal LTL Group                     16,812           16,865
   Truckload - USF Glen Moore                      523              889
   Logistics                                       553            2,290
   Freight forwarding - Asia exit costs              -          (12,760)
   Corporate and other                          (4,977)          (5,721)
   Amortization of intangibles                    (259)            (312)
-------------------------------------------------------------------------------
Total income from operations                $   12,652    $       1,251
-------------------------------------------------------------------------------

<PAGE>


9.   Stock-based Compensation

     SFAS No. 123, "Accounting for Stock Based Compensation"  establishes a fair
value based method of accounting for stock options.  We have elected to continue
using the intrinsic value method  prescribed under  Accounting  Principles Board
No. 25 as permitted by SFAS No. 123. If we had elected to recognize compensation
cost based on the fair value of the options at grant date, as prescribed by SFAS
No. 123,  our net income and  earnings  per share would have been reduced to the
proforma amounts indicated in the table below:


                                                             Quarters Ended
                                                        ______________________
                                                        April 5,      March 30,
                                                         2003             2002
                                                        ______        ________
Net income / (loss), as reported                      $   2,766      $ (77,685)
Deduct: Total stock-based employee compensation
   expense determined under fair value based
    method for all awards, net of related tax benefits   (1,263)        (1,275)
                                                      _________      _________
Pro forma net income/ (loss)                          $   1,503      $ (79,960)

Earnings/ (loss) per share:
         Basic - as reported                         $     0.10     $    (2.89)

         Basic - proforma                            $     0.06     $    (2.95)

         Diluted - as reported                       $     0.10     $    (2.89)

         Diluted - proforma                          $     0.06     $    (2.95)



10.  Discontinued Freight Forwarding Segment (Presented in Financial Statements
     as Discontinued Operations)

     On  October  30,  2002,  we sold our  freight  forwarding  businesses,  USF
Worldwide, Inc. and USF Worldwide Logistics (UK) to GPS Logistics, Inc. and Seko
Worldwide  Acquisitions LLC  (collectively  "the  Transferees").  As part of the
agreement,  the  Transferees  returned  their  interest  in certain  assets (now
operating as our Ocean forwarding  division within our Logistics  segment) to us
late in December 2002. The results of the freight  forwarding  business that was
sold are presented in our financial statements as Discontinued Operations.

     As part of our divestiture of the USF Worldwide Group, our non-core freight
forwarding business, $6,000 in loans made to Asia in January 2002 were forgiven.

11.  Subsequent Event

     On April 14,  2003,  USF Red Star  acquired,  for  $3,000 in cash,  certain
assets  and  the  business  of  Plymouth  Rock  Transportation   Corporation,  a
Massachusetts  based LTL carrier that provided  overnight  freight service to 11
Northeastern  states.  Contingent  purchase  price  payments  may be made to the
former owners of Plymouth Rock  Transportation  Corporation if certain  retained
revenue goals are achieved. The earliest contingent purchase price payment would
be made in the 2004 third quarter.
<PAGE>




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


                       RESULTS OF OPERATIONS


     We ("USF  Corporation")  reported net income for the quarter ended April 5,
2003 of $2.8 million,  compared to a net loss of $77.7 million that was reported
for the quarter ended March 30, 2002.

     The net income per share for the current  year's  quarter was equivalent to
$0.10  diluted  earnings per share.  The net loss per share for the 2002 quarter
amounted to $2.89.  Earnings in the current quarter from  continuing  operations
includes  less-than-truckload  ("LTL") regional  trucking  companies,  truckload
("TL"),  logistics and Corporate  and Other  segments  amounted to $0.16 diluted
earnings per share  compared to a $0.25 diluted loss per share in the 2002 first
quarter.  Included in the 2002 first quarter loss from continuing operations was
a $12.8  million  charge  (equivalent  to  $0.47  diluted  loss  per  share)  to
relinquish our interest in a non-core  Asian joint venture.  Before this charge,
diluted  earnings per share from  continuing  core operations were $0.22. In the
2003  quarter,  we  reported  a small  after tax loss  relating  to  contractual
services  provided  to  our  former  freight  forwarding  segment  (reported  as
discontinued  operations  - see  Footnote 10) compared to an after tax loss from
discontinued  operations of $0.9 million (equivalent to a $0.03 loss per diluted
share) in the 2002  quarter.  On  January  1,  2003,  we  changed  our method of
accounting for revenue  recognition in our LTL and TL segments,  resulting in an
after tax  cumulative  effect of change  in  accounting  charge of $1.5  million
(equivalent  to a loss of $0.06  per  diluted  share) - see  Footnote  1 and LTL
discussion below. In the 2002 quarter, we reported a cumulative effect of change
in  accounting  (required  under  Statement  of Financial  Accounting  Standards
("SFAS") No. 142 "Goodwill and Other Intangible Assets") for goodwill impairment
that amounted to $70 million  (equivalent  to a $2.61 loss per diluted share) in
our discontinued operations segment.

     We reported  revenue from continuing  operations for the 2003 first quarter
of $593.7  million,  a 14.1% increase over the $520.2  million  reported for the
2002 first  quarter.  This year's  quarter  included 67 working days compared to
62.5 working days in the 2002 first quarter.  On a daily basis,  total operating
revenue increased 6.5% over last year's quarter.

                         LESS-THAN-TRUCKLOAD

     On January  1,  2003,  we changed  the  method of  accounting  for  revenue
recognition in our LTL and TL business segments.  Instead of recognizing revenue
and direct  transportation  costs at pick up,  revenue is now  recognized by the
allocation of revenue between  reporting  periods based on the relative  transit
time in each reporting period with expenses recognized as incurred.

     Total revenue for the current quarter at the regional trucking subsidiaries
increased  13.6% to $488.9 million  compared to $430.2 million in the 2002 first
quarter.  Revenue from our USF PremierPlus SM  ("PremierPlus")  product (revenue
from  shipments  moving  between  our  regional  trucking   subsidiaries)  which
accounted for 9.8% of total revenue in the regional trucking subsidiaries in the
2002 first quarter  increased by 46% and accounted for 12.7% of total revenue in
the current quarter.

     As mentioned above, there were 67 and 62.5 working days,  respectively,  in
the current year's and last year's quarter.  On a comparable  working day basis,
total revenue in the 2003 first quarter increased by 6.0% over the first quarter
of 2002. Fuel surcharges,  which are included in the reported revenue, increased
by 442%  percent to $20.6  million in the current  quarter  from $3.7 million in
last year's first  quarter.  First quarter 2003 revenue  before fuel  surcharges
increased  approximately  9.8% compared to the 13.6%  increase  reported  above,
which includes fuel surcharges.
<PAGE>

     Beginning this quarter, we are supplying on our Web site  (www.ir.usfc.com)
LTL  operating  statistics in a new format which,  we believe,  more  accurately
reflects  shipment and pricing details.  Specifically,  PremierPlus  shipments
(long haul  shipments  that are handled by two USF regional  companies)  are now
presented as a single shipment in the statistics,  with the revenue and shipment
being  attributed  to the  originating  trucking  company.  Additionally,  these
statistics  are  presented  on an  as-billed  basis and not as  presented in the
financial  statements.  Differences  between the operating  statistics  data and
reported  revenue in the financial  statements  result from,  among other items,
revenue recognition between accounting periods, adjustments for volume discounts
that are not attributable to specific invoices and other adjustments to invoices
that occur during later periods.

     In prior quarters, the operating statistics presented PremierPlus shipments
in each of our LTL  companies  that  handled the shipment  and  attributed  each
company its portion of the revenue.  While this prior  treatment was  consistent
throughout all reporting  periods and also  consistent  with statistics as filed
with the U.S.  Department of Transportation on its quarterly Form QFR, the total
shipment  count for our overall LTL  trucking  group was greater than the actual
shipments handled. This revised presentation  eliminates this double counting of
PremierPlus shipments.

     LTL shipments increased 6.9% over last year's first quarter and LTL tonnage
increased 7.7%.  Billed LTL revenue per shipment  increased 7.5% from $118.95 to
$127.84,  including fuel surcharges.  Billed LTL revenue per hundredweight  also
increased by 6.7%,  from $10.57 to $11.27.  Average  weight per LTL shipment was
1,134 pounds in the current  quarter  compared to 1,126 pounds in the 2002 first
quarter.  Per  working  day LTL  shipments  and LTL tons were  essentially  flat
compared to last year.  Overall  average  length of haul  increased  5.4% in the
current quarter to 488 miles compared to 463 miles in last year's first quarter.

     Operating earnings for the regional trucking  subsidiaries,  in the current
year's quarter, were $16.8 million compared to $16.9 million for the same period
of  2002.  The  consolidated  operating  ratio -  direct  operating  costs  as a
percentage of revenue("OR") for the LTL group increased to 96.6 from 96.1 in the
first  quarter of 2002.  Earnings  were  affected by a very  difficult  economic
environment  and severe adverse  winter weather  (mainly in the USF Red Star and
USF Dugan service areas) that reduced earnings by approximately  three cents per
share.  Nevertheless,USF  Reddaway  reported  improved  first  quarter  results,
growing  revenue by 15.6% and  improving  its OR in the current  quarter to 92.1
compared to last year's 94.0 as it improved  operating  efficiencies and reduced
labor costs as a percentage of revenue.  USF Holland  increased revenue by 15.3%
(11.4% before fuel surcharge  revenue) and operating  profits by 15.2%,  it also
reported an OR of 93.9, the same as last year's.  USF Holland's  operating ratio
was maintained as increased fuel costs as a percentage of revenue were offset by
lower  labor  costs.  USF  Bestway's  revenue  increased  by  15.4%,  but its OR
increased  to 96.6 in the  quarter  compared to 95.9 last year,  primarily  from
higher purchased  transportation expenses. USF Dugan's revenue grew 18.4% (13.9%
before fuel  surcharge  revenue) and it reported an OR of 100.8 compared to 98.7
in 2002 as fuel, labor and purchased  transportation  expenses  increased due in
part to severe winter weather. USF Red Star's results were adversely impacted by
severe winter weather in the current quarter and also the phase out of low yield
business from one of its largest  customers (see further USF Red Star discussion
below). As a result,  USF Red Star reported a first quarter OR of 108.8 compared
to 104.0 last year on virtually the same revenue.

     USF Red Star has begun  efforts  to return to  profitability.  Included  in
these  efforts  is the  gradual  elimination  during the first  quarter  2003 of
approximately  $30 million of low yield  revenue and  associated  costs from its
largest customer.  However, the costs, mainly vehicles and employees, to service
this business lag revenue decreases.

     Replacement revenue was obtained when USF Red Star acquired,  in mid-April,
certain assets and the business of Plymouth Rock Transportation  Corporation;  a
Massachusetts  based LTL carrier that provided  overnight  freight service to 11
Northeastern states.  Plymouth Rock reported approximately $37 million of annual
revenue  in Fiscal  2002.  USF Red Star  expects  to retain a  majority  of this
revenue and that it will be profitable.  This  acquisition  had no effect on USF
Red Star's first quarter results.
<PAGE>
                                 TRUCKLOAD

     USF Glen  Moore  recorded  a 25.4%  revenue  increase  (19.4%  before  fuel
surcharge  revenue) to $31.7  million in the current  quarter  compared to $25.3
million in the 2002 first quarter. USF Glen Moore's operating earnings were $0.5
million and it had an OR of 98.3,  compared to $0.9 million  profit and an OR of
96.5 in last year's first  quarter.  This year's OR was  negatively  impacted by
approximately  2.0  operating  points from rising fuel costs.  The TL  industry,
generally,  has more  difficulty in recouping fuel price  increases than the LTL
industry.  At the beginning of the 2003 first quarter,  USF Glen Moore increased
the estimate for  depreciable  lives for a portion of its tractor fleet to match
service life  experience.  Tractor  lives were extended from five to seven years
and as a  result,  USF  Glen  Moore  recorded  a  current  quarter  decrease  in
depreciation  expense of approximately $0.6 million.  In late February 2003, USF
Glen Moore  acquired  System 81, a small  truckload  company based in Tennessee,
which  contributed  approximately  $1.3  million  in  revenue  in the 2003 first
quarter (see Acquisition Footnote 7).

                              LOGISTICS

     Revenue  for the  Logistics  group  was  $75.7  million,  a 13.8%  increase
compared to last year's first  quarter of $66.5  million.  Its ocean  forwarding
division that was acquired late in 2002 (see Footnote 10  -Discontinued  Freight
Forwarding  Segment)  generated  $7.1  million of the revenue  increase  and was
profitable.  The group recorded an operating  profit of $0.6 million compared to
$2.3 million last year. Included in this year's first quarter results was a $2.0
million  charge  relating to the  bankruptcy  of one of its  customers - Fleming
Companies,  Inc. Profits in the cross-dock division, that are heavily influenced
by its retail  customer base,  were lower in the 2003 first quarter  compared to
last year's  first  quarter as a result of a sluggish  economy.  USF  Processors
contributed  $9.1  million in revenue in the  current  quarter  compared to $9.6
million last year and reported a small profit in the current quarter which was a
significant  improvement  over a loss reported last year as it finalized  claims
from one of its largest customers.

                    FREIGHT FORWARDING - ASIA EXIT COSTS

     Freight  Forwarding - Asia exit costs are the $12.8 million charge taken in
the 2002  first  quarter  to  relinquish  our interest  in USF Asia; our  former
non-core Asian joint venture. (see also Footnote 10 - Discontinued Operations).

                           CORPORATE AND OTHER

     Corporate and Other  expenses  decreased by $0.8 million to $5.2 million in
the 2003 first quarter  compared to $6.0 million in the 2002 first quarter.  Net
expenses in our information  technology  group ("IT") were lower than last year,
as several major software  development projects that were begun in 2002 and were
in the  non-capitalizable  initial phases last year (under  accounting  rule SOP
98-1),  are  now  moving  into  phases  where  these  development  costs  may be
capitalized.

     In addition,  expenses  related to large insurance claims that are reserved
at the  corporate  level  were lower in the  current  quarter  compared to last
year's first quarter due to improved claims' experience.

     Amortization of non-goodwill  intangible assets amounted to $0.2 million in
the current quarter compared to $0.3 million in last year's first quarter.


                        Discontinued Operations

     On October 30, 2002, we sold our non-core  freight  forwarding  businesses,
USF Worldwide,  Inc. and USF Worldwide  Logistics (UK). Results of operations in
the 2002  first  quarter  are  reported  under  discontinued  operations  in our
statements  of  operations  and  cash  flows  (See  Footnote  10 -  Discontinued
Operations).

<PAGE>

                              Income Taxes

     Income tax  expense is  calculated  on income  from  continuing  operations
before income taxes and cumulative  effects of accounting changes and before the
$12.8  million  Asia exit costs (in the 2002 first  quarter as there were no tax
benefits  associated  with  this  charge).  There  were  also  no  tax  benefits
associated  with the $70 million  cumulative  effect of change in accounting for
goodwill in the 2002 first quarter.  State income tax refunds, in the 2002 first
quarter, lowered the effective tax rate.

     The following table provides an analysis of the effective tax rates for the
first quarters of 2003 and 2002:
                                                  First Qtr.      First Qtr.
                                                     2003            2002
                                                   _______           ______

Reported income/ (loss) from continuing operations  7,316            (3,722)
    before income taxes, and cumulative effects of
   accounting changes
Add back Asia exit costs                                -            12,760
                                                    _____            ______
Income subject to income taxes                      7,316             9,038
Income tax expense                                 (3,076)          (3,079)
Effective tax rate - reported                        42.0%            34.1%

Subtract from income taxes:
    Net state tax refunds received                      -               636
                                                    _____             _____
Adjusted income tax expense                        (3,076)           (3,715)

Effective tax rate - adjusted                        42.0%             41.1%

                              OTHER MATTERS

     A five-year  National  Master Freight Agreement ("NMFA") was negotiated and
ratified by the International  Brotherhood of Teamsters  replacing the agreement
that expired March 31, 2003. This agreement affects USF Holland and USF Red Star
primarily.

     Mr. Samuel K. Skinner, our Chairman, President and Chief Executive Officer,
announced  on April 1, 2003 his intended  retirement  from USF. The search for a
new Chief Executive Officer is underway and a selection is expected this summer.
In order to ensure a smooth  succession to Mr. Skinner,  a transition  committee
has been formed  consisting of Mr.  Skinner;  Neil Springer,  our lead director;
Chris  Ellis,  our Chief  Financial Officer;  Gerrard  Klaisle,  our Senior Vice
President,  Human Resources; Pete Neydon, President of our Eastern Carrier Group
and Jared McArthur, President of our Western Carrier Group.

<PAGE>


                 LIQUIDITY AND CAPITAL RESOURCES

     Cash flows from operating  activities  contributed $34.8 million during the
first quarter of 2003  compared to $1 million  during the same period last year.
Our net loss of $77.7  million  in the 2002  first  quarter  included a non-cash
charge for a write-off of goodwill of $70 million in our discontinued operations
and a $12.8 million charge  (including a $10 million cash payment) to relinquish
our  interest in our  non-core  Asian joint  venture.  Non-cash  expenses in net
income  included  depreciation  of property and  equipment and  amortization  of
non-goodwill   intangibles  along  with  the  aforementioned  non-cash  goodwill
write-off of $70 million.


     Other  items  affecting  cash from  operating  activities  included  in the
increase /(decrease) in accounts receivable and other for the 2003 first quarter
amounting  to $5.8  million,  including  an increase of $3.6 million in accounts
receivable,  an increase of $4.6  million in deferred tax assets and an increase
in other  current  assets of $8.4  million.  These were offset by  increases  in
accounts payable and other liabilities  amounting to $22.8 million.  Last year's
net increase in accounts  receivable  and other  amounting to $ (15.7)  million,
were due mainly to increases in accounts  receivables  of $6.2 million and $ 7.4
million of increases in deferred tax assets.

     Capital  expenditures  for the 2003 first quarter amounted to approximately
$37 million  including  additions  of $12 million  for  revenue  equipment,  $12
million for terminal facilities,  $10 million for information  technology and $3
million  for  other  capital  items.  Last  year  for the same  period,  capital
expenditures  amounted to approximately $26 million,  including additions of $10
million for revenue equipment,  $8 million for terminal  facilities,  $2 million
for IT equipment and $6 million for other capital items.

     USF Glen Moore acquired System 81, a Tennessee based truckload carrier,  in
February 2003 for $1.9 million in cash and assumed debt of $2.8 million.

     Total borrowings decreased by $0.7 million during the first quarter of 2003
and we had  approximately  $42.9  million  invested in  overnight  money  market
deposits.  Our net debt to capital ratio  (decreasing debt by cash) was 25.0% at
April 5, 2003 compared to 24.3% at December 31, 2002.

     Our debt  includes  $150  million of unsecured  guaranteed  notes that were
floated in late April,  2000 and are due on April 15,  2010 and $100  million of
unsecured guaranteed notes due May 1, 2009.

     Our guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis,  on an unsecured  senior basis, by  substantially  all of our
direct and indirect domestic  subsidiaries (the Subsidiary  Guarantors ). All of
the assets were owned by the Subsidiary  Guarantors and substantially all of our
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
shown in our consolidated financial statements. Our subsidiaries, other than the
Subsidiary  Guarantors,  are minor.  There are no restrictions on our ability to
obtain funds from our subsidiaries by dividend or loan. We,  therefore,  are not
required to present separate financial statements of our Subsidiary  Guarantors,
and other disclosures relating to them.

     At April 5, 2003,  we have a $200 million  credit  facility with a group of
banks that will expire in October 2005.  This  facility is for working  capital,
general corporate funding needs, and up to $125 million for letters of credit we
issue under our self-insurance program. As of April 5, 2003 we had no borrowings
drawn under the facility, but we had approximately $75 million in issued letters
of credit.

     The facility  bears  interest at LIBOR plus a margin  depending on our debt
rating.  In  addition,  there are other fees  associated  with the  facility and
certain financial  covenants including minimum net worth and maximum funded debt
to adjusted cash flow.

     On July 24, 2000,  we announced the  authorized  buyback of up to 1 million
shares of our common stock in either public market or private transactions. This
repurchase  program is not yet  completed.  In February of 2003, we  repurchased
14,000  common  shares in the  public  market at $24 per  share.   There were no
shares  repurchased  in the first  quarter of 2002.  From July 24, 2000  through
April 05, 2003, we have repurchased 468,200 shares.

     A dividend of 9 1/3 cents per share  equivalent to $2.5 million was paid on
April 3, 2003 to  shareholders  of record on March  21,  2003.  Our 2002  fourth
quarter dividend of $2.5 million was paid on January 3, 2003.


<PAGE>




                    RECENT ACCOUNTING PRONOUNCEMENTS

     On November 25, 2002,  the Financial  Accounting  Standards  Board ("FASB")
issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements
for  Guarantees,   Including  Indirect  Guarantees  of  Indebtedness  to  Others
("Interpretation"),  which  elaborates  on  the  disclosures  to  be  made  by a
guarantor  about  its  obligations  under  certain  guarantees  issued.  It also
clarifies  that a guarantor  is required to  recognize,  at the  inception  of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the guarantee.  The Interpretation expands on the accounting guidance of
Statement of Financial  Accounting  Standards  ("SFAS")  No. 5,  Accounting  for
Contingencies,  SFAS No.  57  Related  Party  Disclosures,  and  SFAS  No.  107,
Disclosures about Fair Value of Financial  Instruments.  The Interpretation also
incorporates,  without  change,  the provisions of FASB  Interpretation  No. 34,
Disclosure  of  Indirect   Guarantees  of  Indebtedness  of  Others,   which  it
supersedes.  The  Interpretation  does  identify  several  situations  where the
recognition  of a liability at inception  for a  guarantor's  obligation  is not
required.  The initial recognition and measurement  provisions of Interpretation
45 apply on a prospective  basis to guarantees issued or modified after December
31, 2002,  regardless of the guarantor's  fiscal  year-end.  The disclosures are
effective for financial  statements  of interim or annual  periods  ending after
December  15,  2002.  Adoption  of this  Interpretation  did not have a material
impact on our financial position or results of operations.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123". This Statement amends FASB Statement No. 123,  "Accounting for Stock-Based
Compensation"  to provide  alternative  methods of  transition  for a  voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require  prominent  disclosures  in both annual and interim
financial  statements  about the method of accounting for  stock-based  employee
compensation  and the effect of the method  used on reported  results.  Finally,
this  Statement  amends  Accounting  Principals  Board  ("APB")  Opinion No. 28,
"Interim  Financial  Reporting"  to require  disclosure  about those  effects in
interim financial information. The amendments to Statement No. 123 in paragraphs
2(a) - 2(e) of this Statement are effective for financial  statements for fiscal
years ending after  December 15,  2002.  The  amendment to Statement  No. 123 in
paragraph  2(f) of this  Statement  and  the  amendment  to  Opinion  No.  28 in
paragraph 3 is effective for financial reports  containing  condensed  financial
statements for interim periods beginning after December 15, 2002. As is allowed,
the Company is adopting only the disclosure requirements under SFAS No. 148.


Item 3.           Quantitative and Qualitative Disclosures about Market Risk

     We are  exposed to the impact of interest  rate  changes.  Our  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.  There have
been no  borrowings  under this  agreement in the 2003 first  quarter nor during
2002. In addition,  we have $150 million of unsecured notes with an 8 1/2% fixed
annual  interest  rate and $100 million of  unsecured  notes with a 6 1/2% fixed
annual interest rate at April 5, 2003. We have no hedging instruments. From time
to time, we invest excess cash in overnight money market  accounts.  At April 5,
2003,  we had  invested  approximately  $43 million in  overnight  money  market
accounts that yielded approximately 1.1% per annum.

     At April 5, 2003,  we have a $200 million  credit  facility with a group of
banks that will expire in October 2005.  This  facility is for working  capital,
general corporate funding needs, and up to $125 million for letters of credit we
issue under our self-insurance program. As of April 5, 2003 we had no borrowings
drawn under the facility, but we had approximately $75 million in issued letters
of credit.

     The facility  bears  interest at LIBOR plus a margin  depending on our debt
rating.  In  addition,  there are other fees  associated  with the  facility and
certain financial  covenants including minimum net worth and maximum funded debt
to adjusted cash flow.

<PAGE>

Item 4.   Controls and Procedures

     In order to ensure  information  for  disclosure in our filings of periodic
reports with the  Securities and Exchange  Commission is  identified,  recorded,
processed, summarized and reported on a timely basis, we have adopted disclosure
controls and procedures. Our Chief Executive Officer, Samuel K. Skinner, and our
Chief Financial  Officer,  Christopher L. Ellis, have reviewed and evaluated our
disclosure  controls and  procedures as of May 12, 2003 and have  concluded that
our disclosure controls and procedures were adequate as of that date.

     There have been no significant  changes in our internal controls,  which we
define to include our control  environment,  control procedures,  and accounting
systems,  or in other  factors  that could  significantly  affect  our  internal
controls, since May 12, 2003.

PART II:  OTHER INFORMATION

Item 1. Legal Proceedings.

     Our trucking  subsidiaries  are parties to a number of proceedings  brought
under the Comprehensive Environmental Response,  Compensation and Liability Act,
(CERCLA).  They  have been  made  parties  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. Our 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.  It is not feasible to
predict or  determine  the  outcome of these or similar  proceedings  brought by
state agencies or private litigants.  However,  we believe the ultimate recovery
or liability, if any, resulting from such litigation,  individually or in total,
would not  materially  adversely  affect our  financial  condition or results of
operations.  We believe such liability,  if any, would represent less than 1% of
our annual revenue.

     Our  USF  Dugan   subsidiary   is  currently  the  subject  of  a  criminal
investigation by the City of Houston and an administrative  investigation by the
Texas  Commission  on  Environmental  Quality  arising from  inadvertent  diesel
releases from USF Dugan's  Northfield  facility  located in Houston,  Texas. USF
Dugan has taken  measures  to  respond  to the  environmental  effects  of these
releases  and to  curtail  further  releases.  USF Dugan has also  brought  suit
against the environmental  consultant who reviewed the Northfield facility prior
to USF Dugan's  acquisition  of the  property in 1998.  We believe the  ultimate
liability,  if any,  resulting from such  litigation,  individually or in total,
would not  materially  adversely  affect our  financial  condition or results of
operations.

     Also, we are involved in other litigation arising in the ordinary course of
business,  primarily  involving claims for bodily injury,  property damage,  and
workers'  compensation.  We believe the ultimate recovery or liability,  if any,
resulting from such litigation,  individually or in total,  would not materially
adversely affect our financial condition or results of operations.

<PAGE>


Item 2.      Changes in Securities and Use of Proceeds.

       N/A

Item 3.      Defaults Upon Senior Securities.

       N/A

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

       N/A

Item 5.     Other Information.

       N/A

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

         (a) Exhibits

         18.     Letter re: Change in Accounting Principle

         99.1     Statement of Chief Executive Officer Pursuant to Section
                  1350(a) of Title 18, United States Code (furnished not filed
                  with this Quarterly Report on Form 10-Q)


         99.2     Statement of Chief Financial Officer Pursuant to Section
                  1350(a) of Title 18, United States Code (furnished not filed
                  with this Quarterly Report on Form 10-Q)


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

              1.  A  Current  Report  on Form  8-K was  filed  on  April 1,
                 2003  announcing  that USF  Corporation's Chairman, President
                 and Chief Executive Officer, Samuel K. Skinner intended to
                 retire.


SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, we have duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized. Dated the 12th day of May, 2003.

USF 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

<PAGE>



CERTIFICATIONS

I, Samuel K. Skinner, certify that:

     1. I have  reviewed  this quarterly report on Form 10-Q of USF Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;


     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors:


     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and


     6. The registrant's  other certifying  officer and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 12, 2003


                                        /s/ Samuel K. Skinner
                                        _____________________
                                           Samuel K. Skinner
                                           President and Chief Executive
                                           Officer

<PAGE>
CERTIFICATIONS

I, Christopher L. Ellis, certify that:

     1. I have  reviewed  this quarterly report on Form 10-Q of USF Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors:

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:   May 12, 2003


                                      /s/ Christopher L. Ellis
                                      ________________________
                                          Christopher L. Ellis
                                          Senior Vice President, Finance, and
                                          Chief Financial Officer



<PAGE>

                                    EXHIBIT 18.


                    LETTER RE: CHANGE IN ACCOUNTING PRINICPLE


May 9, 2003



USF Corporation
8550 West Bryn Mawr Avenue
Chicago, Illinois 60631

Dear Sirs/Madams:

At your request, we have read the description  included in your Quarterly Report
on Form 10-Q to the  Securities  and Exchange  Commission  for the quarter ended
April 5, 2003, of the facts relating to the Company's  change from its method of
accounting  in which  revenue is  recognized  when freight is accepted  from the
customer with accrual of the estimated  direct costs to complete the delivery to
the method of accounting in which revenue is recognized  based upon the relative
transit time in each reporting period with expenses  recognized as incurred.  We
believe, on the basis of the facts so set forth and other information  furnished
to us by  appropriate  officials  of the  Company,  that the  accounting  change
described in your Form 10-Q is to an  alternative  accounting  principle that is
preferable under the circumstances.

We have not audited any consolidated financial statements of USF Corporation and
its  subsidiaries  as of any date or for any period  subsequent  to December 31,
2002. Therefore,  we are unable to express, and we do not express, an opinion on
the facts set forth in the above-mentioned Form 10-Q, on the related information
furnished  to us by  officials of the  Company,  or on the  financial  position,
results of operations,  or cash flows of USF Corporation and its subsidiaries as
of any date or for any period subsequent to December 31, 2002.

Sincerely,

/s/ Deloitte & Touche LLP
    _____________________
    Deloitte & Touche LLP

Chicago, Illinois

<PAGE>

                                    EXHIBIT 99.1

                     CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                        PURSUANT TO 18 U.S.C. SECTION 1350(a)

In  connection  with  the  accompanying  Quarterly  Report  on Form  10-Q of USF
Corporation for the quarter ended April 5, 2003, I, Samuel K. Skinner, President
and Chief Executive  Officer of USF  Corporation,  hereby certify pursuant to 18
U.S.C. Section 1350(a), as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of my knowledge and belief, that:

(1) such  Quarterly  Report on Form 10-Q for the  quarter  ended  April 5, 2003,
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

(2) the  information  contained  in such  Quarterly  Report on Form 10-Q for the
quarter ended April 5, 2003,  fairly  presents,  in all material  respects,  the
financial condition and results of operations of USF Corporation.

A signed  original of this  written  statement  required by Section 906 has been
provided  to USF  Corporation  and  will  be  retained  by USF  Corporation  and
furnished to the Securities and Exchange Commission or its staff upon request.

               /s/ Samuel K. Skinner
                   ________________
                   Samuel K. Skinner
                   President and Chief Executive Officer

Date:  May  12, 2003


                             EXHIBIT 99.2

              CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                  PURSUANT TO 18 U.S.C. SECTION 1350(a)

In  connection  with  the  accompanying  Quarterly  Report  on Form  10-Q of USF
Corporation for the quarter ended April 5, 2003, I, Christopher L. Ellis, Senior
Vice President,  Finance and Chief Financial Officer of USF Corporation,  hereby
certify pursuant to 18 U.S.C.  Section  1350(a),  as adopted pursuant to Section
906 of the  Sarbanes-Oxley  Act of 2002, to the best of my knowledge and belief,
that:

(1) such  Quarterly  Report on Form 10-Q for the  quarter  ended  April 5, 2003,
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

(2) the  information  contained  in such  Quarterly  Report on Form 10-Q for the
quarter ended April 5, 2003,  fairly  presents,  in all material  respects,  the
financial condition and results of operations of USF Corporation.

A signed  original of this  written  statement  required by Section 906 has been
provided  to USF  Corporation  and  will  be  retained  by USF  Corporation  and
furnished to the Securities and Exchange Commission or its staff upon request.

            /s/ Christopher L. Ellis
                ____________________
                Christopher L. Ellis
                Senior Vice President, Finance and Chief Financial Officer

Date:  May 12, 2003