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 MARCH 30, 2002, OR

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

                         Commission File Number 0-19791

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


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

       8550 W. Bryn Mawr Ave.,Suite 700                60631
             Chicago, Illinois
     (Address of principal executive offices)       (Zip Code)

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


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

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

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

As of April 25, 2002, 26,875,311 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>
                                                             March 30,          December 31,
                                                                 2002                  2001
-----------------------------------------------------------------------------------------------------
          <S>                                                    <C>                     <C>
Assets
Current assets:
     Cash                                               $       57,564        $         79,534
     Accounts receivable, net                                  304,164                 295,876
     Other                                                      69,769                  70,840
                                                     -----------------     -------------------
          Total current assets                                 431,497                 446,250
                                                     -----------------     -------------------

Net property and equipment                                     732,216                 732,520
Goodwill                                                       100,476                 171,708
Other intangible assets, net                                     2,672                   3,016
Notes receivable                                                11,036                   5,036
Other assets                                                    23,176                  20,134
                                                     -----------------     -------------------
Total assets                                            $    1,301,073        $      1,378,664
                                                     -----------------     -------------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current bank debt                                  $          878        $          1,037
     Accounts payable                                           80,379                  89,979
     Other current liabilities                                 184,224                 174,695
                                                     -----------------      ------------------
     Total current liabilities                                 265,481                 265,711
                                                     -----------------      ------------------
Long-term liabilities:
     Long-term bank debt                                         2,523                   2,774
     Notes payable                                             250,000                 250,000
     Other long-term liabilities                               170,768                 170,672
                                                      -----------------     ------------------
            Total long-term liabilities                        423,291                 423,446
                                                      -----------------     ------------------
Minority interest                                                  -                     1,855

Common stockholders' equity                                    612,301                 687,652
                                                      -----------------     ------------------
Total liabilities and stockholders' equity              $    1,301,073        $      1,378,664
                                                      -----------------     ------------------


</TABLE>
<PAGE>






                            USFreightways Corporation
                         Consolidated Statements of Income
             Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
                                                  Three months ended
                                        -------------------------------------
                                            March 30,                 March 31,
                                               2002                   2001
-----------------------------------------------------------------------------
     <S>                                          <C>                 <C>
Revenue
     LTL Trucking                         $  430,218            $    459,019
     TL Trucking                              25,317                  24,668
     Logistics                                66,552                  71,159
     Freight Forwarding                       55,646                  66,547
     Corporate and other                          -                       -
                                     -----------------      ----------------
Total operating revenue                   $  577,733            $    621,393

Operating expenses:
     LTL Trucking                            413,353                 434,921
     TL Trucking                              24,428                  23,832
     Logistics                                64,262                  68,378
     Freight Forwarding                       56,851                  69,841
     Corporate and other                       6,110                   4,610
                                     -----------------       ----------------
Total operating expenses                     565,004                 601,582
                                     -----------------       ----------------
Income from operations                        12,729                  19,811
                                     -----------------       ----------------
Non-operating income (expense):
     Interest expense                         (5,226)                 (5,580)
     Interest income                             354                     134
     Other, net                              (12,925)                     36
                                       ----------------        ---------------
Total non-operating expense                  (17,797)                 (5,410)
                                      ----------------        ---------------
Net income before income taxes                (5,068)                 14,401
Income tax expense                            (2,595)                 (5,680)
Minority interest                                 -                     (270)
                                      -----------------       ---------------

Income/(Loss) before cumulative
  effect of accounting change              $  (7,663)             $    8,451
Cumulative effect of change in
  accounting for goodwill                  $ (70,022)             $       -
                                      ---------------           -------------
Net income/(Loss)                          $ (77,685)             $    8,451
                                      ---------------           -------------

Income/(Loss) per share before
   cumulative effect - Basic             $     (0.29)            $      0.32
Income/(Loss) per share before
  cumulative effect - Diluted            $     (0.29)            $      0.32
(Loss) per share - cumulative
  effect - Basic                         $     (2.61)            $      0.00
(Loss) per share - cumulative
  effect - Diluted                       $     (2.61)            $      0.00

Net income/(Loss)per share - Basic:      $     (2.90)            $      0.32
Net income/(Loss) per share - Diluted:   $     (2.90)            $      0.32
Average shares outstanding - basic        26,798,022              26,191,561
Average shares outstanding - diluted      26,798,022              26,775,002
                                      -----------------     ------------------

</TABLE>









<PAGE>


                                 USFreightways Corporation
                         Condensed Consolidated Statements of Cash Flows
                                Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                Three months ended
                                                          ----------------------------
                                                       March 30,              March 31,
                                                          2002                 2001
--------------------------------------------------------------------------------------
               <S>                                        <C>                 <C>
Cash flows from operating activities:

Net Income/(Loss)                               $     (77,685)          $       8,451
Adjustments to net income:
    Depreciation and amortization                      25,247                  28,256
    Cumulative effect of change in accounting          70,022                     -
        for goodwill
    Cash payment to Asia                               10,000                     -
    Other items affecting cash                        (11,622)                   5,460
      from operating activities
                                                  --------------        -------------
Net cash provided by operating activities              15,962                  42,167
                                                  --------------        -------------
Cash flows from investing activities:
  Capital expenditures                                (26,649)                (15,667)
  Proceeds on sales on property and equipment           2,628                   2,786
  Disposition of USF Asia                             (16,000)                    -
                                                  --------------        -------------
Net cash used in investing activities                 (40,021)                (12,881)
                                                  --------------        -------------
Cash flows from financing activities:
  Dividends paid                                       (2,478)                 (2,415)
  Proceeds from sale/(repurchase) of stock              4,977                   9,520
  Proceeds from long-term debt                              -                  10,000
  Payments on long-term debt                             (251)                (15,570)
  Net change in short-term debt                          (159)                (26,744)
                                                  --------------         -------------
Net cash provided by (used in) financing activities     2,089                 (25,209)
                                                  --------------        -------------
Net increase/(decrease) in cash                       (21,970)                  4,077
                                                  --------------        -------------
Cash at beginning of period                             79,534                  5,248
                                                  --------------        -------------
Cash at end of period                            $      57,564          $       9,325
                                                  --------------        -------------


</TABLE>

                           USFreightways Corporation
     Condensed Consolidated Statements of Changes in Common Stockholders' Equity
                        Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                 -----------------
                                                         March 30,                 March 31,
                                                           2002                     2001
                        <S>                                <C>                     <C>
Balance as of December 31 2001 and 2000 respectively    $  687,652              $  635,176

Net income/(Loss)                                          (77,685)                  8,451
Foreign currency translation adjustments                      (135)                   (389)
                                                          --------                 -------
   Comprehensive income                                 $  (77,820)             $    8,062

Proceeds from sale/ (repurchase) of stock                    4,977                   9,520
Dividends declared                                          (2,508)                 (2,450)

                                                        ----------              ----------
Balance as of March 30, 2002 and March 31, 2001         $  612,301              $  650,308
   respectively                                         ==========              ==========
</TABLE>
<PAGE>
              Notes to Condensed Consolidated Financial Statements
                  (Dollars in thousands, except per share amounts)
                                   (Unaudited)

1. Summary of significant accounting policies

     General -

     The consolidated financial statements include the accounts of USFreightways
and our wholly owned subsidiaries.  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. Our consolidated financial statements for prior periods have been
reclassified to conform with the current presentation. Our results of operations
are affected by the seasonal aspects of the trucking and air freight industries.
Therefore,  operating  results for the three months ended March 30, 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2002.  For further  information,  refer to  consolidated  financial
statements and footnotes  thereto included in our annual report on Form 10-K for
the year ended December 31, 2001.

2. Earnings per share

     Basic  earnings  per share are  calculated  on net  income  divided  by the
weighted-average  number of common shares outstanding during the period. Diluted
earnings   per  share  are   calculated   by   dividing   net   income  by  this
weighted-average  number of common shares outstanding plus the shares that would
have been  outstanding  assuming the issuance of common  shares for all dilutive
potential  common  shares.  Unexercised  stock  options,  calculated  under  the
treasury  stock  method,  is the only  reconciling  item  between  our basic and
diluted  earnings per share. For the first quarter of 2002, the diluted loss per
share  calculation  excludes the effect of the unexercised stock options because
their inclusion would be  anti-dilutive.  The number of options  included in the
denominator,  used to calculate  diluted earnings per share, are 583,441 for the
first quarter 2001.

3. Debt

     Our debt  includes  $100 million of unsecured  guaranteed  notes due May 1,
2009 and $150 million 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 all our direct and indirect
domestic  subsidiaries (the "Subsidiary  Guarantors").  We are a holding company
and during the period presented  substantially  all of the assets were the stock
of the Subsidiary  Guarantors,  and  substantially  all of the  operations  were
conducted by the  Subsidiary  Guarantors.  Accordingly,  the  aggregate  assets,
liabilities, earnings and equity of the Subsidiary Guarantors were substantially
equivalent  to  the  assets,  liabilities,  earnings  and  equity  shown  in our
consolidated  statements.   Our  management  believes  that  separate  financial
statements of, and other disclosures with respect to, the Subsidiary  Guarantors
are not meaningful or material to investors.

4. Stock repurchases

     On July 24, 2000,  we announced the  authorized  buyback of up to 1 million
additional  shares of our  common  stock in  either  public  market  or  private
transactions. This repurchase program is not yet completed. There were no shares
repurchased  in the first  quarter of 2002 or the first  quarter of 2001.  As of
March 30, 2002, we had repurchased 454,200 shares.

5.   Notes receivable

     USF Asia Group, Ltd.

     On January 18, 2002 we relinquished  our interest in USF Asia Group,  Ltd.,
USF Worldwide's  freight forwarding joint venture in Asia. A one-time payment of
$10  million  was made to Asia  Challenge,  Ltd.,  a Hong Kong  based  logistics
company and USF Worldwide's  former joint venture  partner.  We also provided $6
million in loans to Asia. The loans  included a $3.0 million  secured loan and a
$3.0 million  unsecured  loan. The secured loan is backed by at least 51% of the
common voting shares of USF Asia Group, Ltd. Both loans are due on June 30, 2005
and each bears  interest  at the  six-month  LIBOR plus 1%.  Interest is payable
quarterly.  Net income  before income taxes was reduced by  approximately  $12.8
million in the current quarter as a result of this transaction.
<PAGE>

      Auto Warehousing Company ("AWC")

     We have notes  receivable  from AWC, a company  that we owned  until  1993,
totaling $5.7 million ($0.7 million in accounts  receivable)as of March 30, 2002
and December 31,  2001.  The notes are due August 28, 2003 and bear  interest at
the three month LIBOR plus 7/8%.  Interest is payable  quarterly and is current.
Principal  payments of $0.7  million are due annually in May of each year with a
final  installment  of  approximately  $3.6 million due on August 28, 2003.  The
notes are  secured by a lien on all assets of AWC and a  personal  guarantee  by
AWC's owner including a pledge by the owner of 100% of his stock in AWC.

     Our  notes  receivable  are  secondary  to  loans  due  from AWC to US Bank
totaling approximately $5.4 million. As a result of financial difficulties being
experienced  by AWC,  AWC has had and may  continue  to have  difficulty  making
timely  principal  payments to us as required by the  notes.The  last  principal
payment  was  made in May  2000.  AWC is  pursuing  various  actions,  including
corporate and debt  restructuring  (including  its  obligation   to us), that if
successful  could better enable AWC to meet its financial  obligations.  We have
evaluated  the  carrying  value of these  notes  receivable,  and based on AWC's
ongoing  restructuring  efforts  and  operating  results,  we believe  the notes
receivable from AWC will ultimately be realized.  We will continue to review the
value  considering  the  operations of AWC and the results of its  restructuring
efforts.

6. Accounting for Goodwill under SFAS 142

     Under Statement of Financial  Accounting Standards (SFAS) 142 "Goodwill and
Other  Intangible  Assets",  previously  recorded  goodwill and other intangible
assets with indefinite  lives will no longer be amortized but will be subject to
impairment  tests  annually.  As a result of  implementing  this new standard on
January  1,  2002,  we  recorded  an  impairment  charge of $70  million  at USF
Worldwide,  our freight forwarding segment. The charge was shown as a cumulative
effect of change in  accounting  for  goodwill  in the  current  quarter.  Also,
effective January 1, 2002 amortization of goodwill ceased under the standard. In
the first quarter of 2001, we amortized $1.3 million of goodwill.

                                        Quarters Ended
($000's except for earnings     March 30, 2002  March 31, 2001
per-share amounts)              ______________  ______________

Reported net income/ (Loss)     $  (77,685)     $   8,451
Add back: Goodwill amortization         -           1,339
                                ______________  ______________
Adjusted net income/(Loss)      $  (77,685)     $   9,790
                                ==============  ==============
Basic earnings per share:
  Reported net income/(Loss)    $    (2.90)     $    0.32
  Goodwill amortization               0.00           0.05
                                _____________   ______________
Adjusted net income/(Loss)      $    (2.90)     $    0.37
                                =============   ==============
Diluted earnings per share:
   Reported net income/(Loss)   $    (2.90)     $    0.32
   Goodwill amortization              0.00           0.05
                                _____________   ______________
Adjusted net income/(Loss)      $    (2.90)     $    0.37
                                =============   ==============

7. Recent Accounting Pronouncements

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement Obligations". The standard requires entities to record the fair value
of a liability  for an asset  retirement  obligation  in the period in which the
obligation  is incurred.  When the liability is initially  recorded,  the entity
capitalizes the cost by increasing the carrying amount of the related long-lived
asset.  Over time,  the  liability is accreted to its present value each period,
and the  capitalized  cost is  depreciated  over the useful  life of the related
asset.  The standard is  effective  for 2003.  We are  currently  reviewing  the
requirements  of this new standard and have not yet  determined  its impact,  if
any, on our financial position or results of operations.
<PAGE>
<TABLE>
<CAPTION>

8.  Segment Reporting                                   Three Months Ended
      Unaudited (dollars in thousands)              March 30,          March 31,
                                                       2002             2001
-------------------------------------------------------------------------------
          <S>                                          <C>            <C>
Revenue
   LTL Group:
      USF Holland                             $    224,275       $   239,320
      USF Reddaway                                  61,705            65,109
      USF Red Star                                  60,090            64,405
      USF Dugan                                     49,990            51,291
      USF Bestway                                   34,158            38,894
-------------------------------------------------------------------------------
         Sub total LTL Group                       430,218           459,019
   Truckload - Glen Moore                           25,317            24,668
   Logistics subsidiaries                           66,552            71,159
   Freight forwarding                               55,646            66,547
   Corporate and other                                 -                 -
-------------------------------------------------------------------------------
Total Revenue                                  $   577,733        $  621,393

Income From Operations
   LTL Group:
      USF Holland                              $    13,580        $   16,750
      USF Reddaway                                   3,691             3,839
      USF Red Star                                  (2,427)             (584)
      USF Dugan                                        627             1,724
      USF Bestway                                    1,394             2,369
-------------------------------------------------------------------------------
         Sub total LTL Group                        16,865            24,098
   Truckload - Glen Moore                              889               836
   Logistics subsidiaries                            2,290             2,781
   Freight forwarding                               (1,205)           (3,294)
   Corporate and other                              (5,721)           (2,873)
   Amortization of intangibles                        (389)           (1,737)
-------------------------------------------------------------------------------
Total Income from Operations                    $   12,729        $   19,811
------------------------------------------------------------------------------
</TABLE>











<PAGE>



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

                          Results of Operations

     We ("USFreightways  Corporation") reported a net loss for the quarter ended
March 30, 2002 of $77.7 million, compared to net income of $8.4 million that was
reported for the quarter ended March 31, 2001.

     The net loss per share for the current  year's  quarter was  equivalent  to
($2.84)  diluted  earnings per share.  Net income per share for the 2001 quarter
amounted to $0.32 diluted  earnings per share. Net income for the current year's
quarter included a charge of $12.8 million for relinquishing our interest in USF
Asia and a  charge  of $70.0  million  related  to  goodwill  impairment  at USF
Worldwide,  our freight forwarding  segment,  upon  implementation on January 1,
2002 of Statement of Financial  Accounting  Standards (SFAS) No. 142,  "Goodwill
and Other Intangible Assets". Earnings before these two charges amounted to $5.1
million  equivalent to $0.19 diluted earnings per share.  $72.8 million,  of the
total $82.8 million charges taken, were non-cash while the remaining $10 million
was a cash related charge. Both charges were announced in press releases earlier
in the first quarter of 2002.  The results of the first quarter in 2002 and 2001
were negatively  impacted by the sluggishness of the economy,  that affected the
results mainly in our Less-than-truckload  (LTL) segment and continued losses in
our freight forwarding segment, though the current loss was sharply reduced from
the loss in the 2001 first quarter.

     Revenue for the 2002 first quarter decreased by 7.0% to $577.7 million from
$621.4 million for the first quarter of 2001.  Revenue  decreased across all our
lines of business  except for our  Truckload  (TL) carrier which showed a slight
increase in the 2002 quarter compared to the 2001 quarter.

     Total revenue for the current quarter at the regional trucking subsidiaries
decreased  6.3% to $430.2  million  compared to $459.0 million in the 2001 first
quarter. Because Good Friday occurred in the current year's first quarter but in
the second quarter of 2001, there were slightly less than 63 working days in the
current  year's  quarter  compared to 64 for last year's  first  quarter.  Total
revenue in the 2002 first  quarter was  virtually  the same as the total revenue
reported in the fourth quarter of 2001. Fuel  surcharges,  which are included in
the reported  revenue,  declined by  approximately  2.1% as a percent of revenue
compared  to last year's  first  quarter as fuel  prices  declined.  LTL revenue
before  fuel  surcharges  declined  by  approximately  3.6% in the 2002  quarter
compared to the 2001 first quarter. LTL shipments decreased 3.0% and LTL tonnage
decreased 4.2%. LTL revenue per shipment  decreased  2.8%from $114.55 to $111.37
as the average  weight per  shipment  decreased  1.3% from 1,120 pounds to 1,106
pounds.  On a comparable daily basis, for the 2002 first quarter compared to the
2001 first  quarter,  LTL shipments  decreased  approximately  0.6%, LTL tonnage
decreased  1.9% and LTL revenue per shipment  before fuel  surcharges  decreased
0.7% while LTL revenue per hundredweight  before fuel surcharges increased 0.6%.
Likewise,  on a comparable  daily basis,  March  shipments and tonnage  improved
slightly compared to those in March 2001.


     Operating earnings for the regional trucking  subsidiaries,  in the current
year's quarter,  decreased 30.0% to $16.9 million  compared to $24.1 million for
the same  period of 2001.  The  consolidated  operating  ratio for the LTL group
increased to 96.1 from 94.7 in the first  quarter of 2001.  Despite the sluggish
economy and the reduction in the number of working days, USF Reddaway recorded a
slightly improved operating ratio, on a 5.2% decline in revenue,  in the current
quarter of 94.0  compared to last year's first quarter  operating  ratio of 94.1
and USF Holland, which operates in the central states where the economy (that is
heavily  influenced by  manufacturing-particularly  in the automotive  area) has
been the most adversely  impacted,  where revenue  decreased by 6.3% compared to
last year's first quarter  reported an operating  ratio of 93.9 compared to 93.0
in the 2001 first  quarter.  USF Bestway  reported a decline in revenue of 12.2%
compared to last year's  first  quarter,  but on a  comparative  daily basis and
before  fuel  surcharges  revenue  declined  by 7.8%.  In spite of this  revenue
decrease,  USF Bestway's  operating  ratio was 95.9 compared to 93.9 in the 2001
first  quarter.  The current  operating  ratio for USF  Bestway  (95.9) was just
slightly above the 95.6  operating  ratio reported in the 2001 fourth quarter on
2.1% lower revenue in the current  quarter  compared to the 2001 fourth quarter.
USF Dugan recorded a revenue decrease of 2.5% in the current quarter compared to
the 2001 first quarter.  On a comparable daily basis and before fuel surcharges,
USF Dugan's revenue  increased by 2.6%. USF Dugan operated at a 98.7 in the 2002
first  quarter  compared  to 96.6 in last  year's  first  quarter.  USF Red Star
recorded a 104.0 operating ratio in the 2002 first quarter  compared to 100.9 in
the 2001 first  quarter.  This increase in operating  ratio was largely due to a
significant  drop in volumes in January and early  February  of 2002.  A USF Red
Star competitor  closed operations in late February 2002, and the extra business
enabled USF Red Star to operate close to break even in March 2002.
<PAGE>


     USF Glen Moore,  our TL carrier  recorded  a 2.6% revenue increase to
$25.3 million in the 2002 first quarter with operating earnings of $0.9 million
and an operating ratio of 96.5 compared to $0.8 million profit and an  operating
ratio of 96.6 in the 2001 first  quarter.

     Revenue in the  Logistics  group  decreased by 6.5% to $66.6 million in the
current quarter from $71.2 million in the prior year. USF Processors contributed
lower  revenue in the 2002  quarter  amounting  to  approximately  $9.6  million
compared to approximately $17.0 million in last year's quarter as volumes from a
major customer were significantly reduced. Revenue from a combined USF Logistics
and USF Distribution Services increased by 5.1%. Earnings in the Logistics group
decreased by 17.7% from $2.8  million in the 2001 first  quarter to $2.3 million
in the 2002 first quarter.

     Revenue in the Freight  Forwarding segment decreased 16.4% to $55.6 million
from $66.5  million  in the 2001  first  quarter.  $4.4  million of revenue  was
reported  in USF Asia in the 2001  first  quarter, whereas  there was no revenue
reported in the 2002 first quarter because we  relinquished  our interest in USF
Asia in the first week of the 2002 first quarter.  The segment's management team
has reduced fixed costs and made organizational  changes that have begun to show
improved results.  The segment reported an operating loss of $1.2 million in the
2002 first quarter compared to a $3.3 million loss in the 2001 first quarter.

     Corporate  and other  expenses  increased by $1.5 million in the 2002 first
quarter to $6.1 million compared to $4.6 million in the 2001 first quarter.  Due
to  implementation  of SFAS No. 142,  amortization  of  non-goodwill  intangible
assets in the 2002 first  quarter  amounted  to $0.4  million  compared  to $1.7
million  amortization  on all  intangible  assets  in the  2001  first  quarter.
Corporate  expenses increased to $5.7 million in the 2002 first quarter compared
to $2.9 million in the 2001 first quarter as our  information  technology  group
(IT) increased  non-capital  expenses by $2.7 million in the current  quarter as
the IT group  continued to upgrade IT systems and  infrastructure.  The IT group
continues to recruit industry-leading talent.

               Liquidity and Capital Resources

     Cash flows from operating  activities  contributed $16.0 million during the
2002 first quarter compared to $42.2 million during the same period last year.In
the 2002 first quarter,  cash flows from operating  activities  were  negatively
impacted by our net loss of $77.7 million and an increase in accounts receivable
amounting  to $8.3  million.  Offsetting  the  aforementioned  were the non-cash
write-off  of  goodwill  at  USF  Worldwide   amounting  to  $70.0  million  and
depreciation  of  property  and  equipment  and   amortization  of  non-goodwill
intangibles of approximately $25.2 million. (See table below)

                        Quarter ended March 30, 2002
                        ____________________________

     Cash flows from operating activities:
          Income before unusual charges                 $  5,097
          Subtract unusual charges:
                Cash payment - Asia                      (10,000)
                Non-cash Asia write-off                   (2,760)
                Non-cash goodwill write-off              (70,022)
                                                        _________
        Net loss                                        $(77,685)

        Adjustments to reconcile net income to
          net cash provided by operating activities
                Depreciation and amortization           $ 25,247
                Increase in accounts receivable
                   and other current assets               (9,866)
                Cash payment to Asia recorded under       10,000
                   investing activities
                Goodwill write-off                        70,022
                Other, net                                (1,756)
                                                        _________
        Net cash provided by operating activities       $ 15,962
                                                        _________


     Capital  expenditures  for the 2002 first quarter amounted to approximately
$26.6 million including  additions of $9.7 million for revenue  equipment,  $8.6
million for terminal facilities, $8.3 million for information technology and for
other  capital  items.  Last  year for the  same  period,  capital  expenditures
amounted to approximately $15.7 million, including additions of $4.2 million for
revenue  equipment,  $2.5 million for terminal  facilities,  $5.8 million for IT
equipment and $3.2 million for other capital items.
<PAGE>


     Other cash flows used in investing activities included a $10.0 million cash
payment  to USF  Worldwide's  former  joint  venture  partner  in  Asia  when we
relinquished  our interest in the joint venture and $6.0 million in loans to USF
Asia Group, Ltd.


     Cash flows  provided  by  financing  activities  included  $5.0  million of
proceeds  from the sale of stock that  resulted  primarily  from the exercise of
stock options occurring in the first quarter.


     Total borrowings decreased by $0.4 million during the first quarter of 2002
and we had  approximately  $50.2  million  invested in  overnight  money  market
deposits.  Our net debt to capital ratio was 24.2% at March 30, 2002 compared to
20.2% at December 31, 2001.

     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 all our direct and indirect
domestic  subsidiaries (the "Subsidiary  Guarantors").  We are a holding company
and during the period presented  substantially  all of the assets were the stock
of the Subsidiary  Guarantors,  and  substantially  all of the  operations  were
conducted by the  Subsidiary  Guarantors.  Accordingly,  the  aggregate  assets,
liabilities, earnings and equity of the Subsidiary Guarantors were substantially
equivalent  to  the  assets,  liabilities,  earnings  and  equity  shown  in our
consolidated  statements.   Our  management  believes  that  separate  financial
statements of, and other disclosures with respect to, the Subsidiary  Guarantors
are not meaningful or material to investors.

     On July 24, 2000,  we announced the  authorized  buyback of up to 1 million
additional  shares of our  common  stock.  This  repurchase  program  is not yet
completed.  There were no shares repurchased in the first quarter of 2002 or the
first quarter of 2001. As of March 30, 2002, we had repurchased 454,200 shares.

     A dividend of 9 1/3 cents per share  equivalent to $2.5 million was paid on
April 5, 2002 to shareholders of record on March 22, 2002.



              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 2002 first quarter.  The weighted
average  annual  interest rates on borrowings  under this credit  agreement were
6.3% in 2001.  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 March 30, 2002.  We estimate  that the fair
value of the notes  approximated their carrying value at March 30, 2002. We have
no hedging  instruments.  From time to time,  we invest excess cash in overnight
money market  accounts.  At March 30, 2002,  we had invested  approximately  $50
million in overnight money market accounts that yielded approximately 2.0%.

                            Recent Accounting Pronouncement

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement Obligations". The standard requires entities to record the fair value
of a liability  for an asset  retirement  obligation  in the period in which the
obligation  is incurred.  When the liability is initially  recorded,  the entity
capitalizes the cost by increasing the carrying amount of the related long-lived
asset.  Over time,  the  liability is accreted to its present value each period,
and the  capitalized  cost is  depreciated  over the useful  life of the related
asset.  The standard is  effective  for 2003.  We are  currently  reviewing  the
requirements  of this new standard and have not yet  determined  its impact,  if
any, on our financial position or results of operations.


<PAGE>

                           PART II: OTHER INFORMATION



Item 1.           Legal Proceedings.

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

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

<PAGE>



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

     (a)      Exhibits

                1.  Exhibit 10.-1 USFreightways Corporation Stock Option Plan
                    for Non-Employee Directors.

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


                1.  None.








                                   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 2nd day of
May, 2002.



                            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