<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(Mark One)
    [x]  Annual Report Pursuant to Section 13 or 15(d) of the Securities 
                              Exchange Act of 1934
                  For the fiscal year ended December 31, 1998.

                                       OR

    [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities 
                              Exchange Act of 1934
                 For the transition period from______ to ______.

                          Commission file number 0-600

                              ROADWAY EXPRESS, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                         34-0492670
---------------------------------             ----------------------------------
 (State or other jurisdiction                (I.R.S. Employer Identification No)
of incorporation or organization)

1077 Gorge Boulevard   Akron, OH                             44310
---------------------------------------                      -----
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code (330) 384-1717
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:
      Title of each class             Name of each exchange on which registered:
            None
      -------------------             ------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of class)

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 27, 1999 Common Stock, $.01 Par Value -- $148,303,176.

The number of shares outstanding of the issuer's classes of common stock as of
February 27, 1999 Common Stock, $.01 Par Value -- 19,381,235 shares

DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Annual Report to Shareholders for the year ended
December 31, 1998, are incorporated by reference into Parts I and II. Certain
portions of the definitive proxy statement relating to the registrant's Annual
Meeting of Shareholders held on March 24, 1999, are incorporated by reference
into Part III.


<PAGE>   2


PART I

ITEM 1.  --  BUSINESS

(a) General development of the business. Roadway Express, Inc. and its
subsidiaries (the "Company" or "Roadway"), a Delaware corporation founded in
1930, provides less-than-truckload ("LTL") freight services on major
city-to-city routes ("lanes") in North America, and on international lanes to
and from North America. On January 2, 1996, Roadway was spun-off from Roadway
Services, Inc. (the "former parent"), which was a holding company formed by
Roadway in 1982. The Company's headquarters are at 1077 Gorge Boulevard, Akron,
Ohio, 44310.

(b) Segment information. The operation of the company is conducted in primarily
one industry segment, the interstate transportation of LTL freight.

(c) Description of the business. Roadway provides transportation of general
commodity freight by motor vehicle, in North America and elsewhere. General
commodity freight includes apparel, appliances, automotive parts, chemicals,
food, furniture, glass, machinery, metal and metal products, non-bulk petroleum
products, rubber, textiles, wood, and miscellaneous manufactured products.
Roadway offers LTL service within Canada and Mexico through its subsidiaries,
and also offers service to and from 66 additional countries worldwide through
offshore agents. The Company serves over one-half million customers in North
America.

Roadway is affected directly by the state of the overall economy, but no single
segment of the economy (e.g., general retail merchandise, automotive, chemical)
accounts for more than 10% of the Company's revenues. Seasonal fluctuations
affect tonnage, revenues and operating results. Normally, the fall of each year
is the Company's busiest shipping period; the months of December and January of
each year are the slowest. Shipment levels, operating costs, and operating
results can also be adversely affected by inclement weather. During 1998, no
single customer accounted for more than 3% of the Company's total revenues, and
the ten largest customers accounted for approximately 13% of the Company's total
revenue.

The LTL business is extremely competitive, resulting in narrow margins.
Roadway's primary competitors in the national LTL market are Yellow Freight
System, Consolidated Freightways Corp., and ABF Freight System. The Company also
competes for LTL freight with other national and international LTL carriers as
well as regional LTL motor carriers, truckload carriers, small package carriers,
private carriage, freight forwarders, railroads and airlines. Based on reported
revenue for 1998, Roadway is one of the largest LTL motor carriers in the United
States. Competition for freight is based primarily upon price and service
(transit time). To maintain and improve market share, the Company offers and
negotiates various discounts. The Company works directly with customers on an
account-by-account basis to find ways to improve efficiencies and contain costs
to improve both customer and carrier profitability.

Deregulation of most of the trucking industry, begun in 1980 and largely
completed by Congress in 1995, has given rise to intense competition. New
entrants, some of which have grown rapidly in regional markets, include some
non-union carriers that may have lower labor costs than the Company.

At year-end 1998, the Company had over 26,000 employees. Approximately 74% of
the Company's employees are represented by various labor unions, primarily the
International Brotherhood of Teamsters (the "Teamsters"). The current National
Master Freight Agreement (the "Contract") with the Teamsters expires on March
31, 2003. The Motor Freight Carriers Association (the "MFCA") represented
Roadway and the other three largest LTL trucking companies in the United States.
On February 9, 1998, the MFCA and the Teamsters announced that a tentative
agreement had been reached on a new 5-year Contract, seven weeks before the
March 31, 1998 expiration of the existing Contract. The Company believes that
its current relations with the Teamsters are satisfactory.

The U.S. Department of Transportation ("DOT"), which retains limited oversight
authority over motor carriers, currently regulates Roadway's operations in
interstate commerce. Recently enacted Federal legislation has preempted
regulation by the states of price, routes, and service in intrastate freight
transportation. The Company, like other interstate motor carriers, is subject to
certain safety requirements governing interstate operations prescribed by the
DOT. The Company has earned a "satisfactory" rating (the highest of three
grading categories) from the DOT. In addition, vehicle weight and dimensions
remain subject to both Federal and state regulation. More restrictive
limitations on vehicle weight and size, or on trailer length or configuration,
could adversely affect the operating results of the Company.

                                       1
<PAGE>   3


At December 31, 1998, the Company owned a total of 9,449 tractors and 24,867
trailers. The average age of the intercity tractors was 9.4 years, and that of
the intercity trailers was 10.2 years. The Company also operated 9,769 intercity
trailers and 495 tractors under long-term leases. There is sufficient capacity
to meet normal requirements. Short-term leased equipment is used to meet peak
demands.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, positions, and ages of the persons who
serve as Executive Officers of the Company.

--------------------------------------------------------------------------------
    NAME                        PRESENT POSITIONS AND RECENT BUSINESS EXPERIENCE
--------------------------------------------------------------------------------
J. Dawson Cunningham            Executive Vice President, Chief Financial
                                Officer and Treasurer since March 1998. Prior to
                                this he served as Vice President-Finance and
                                Administration, and Treasurer from August 1990
                                to March 1998. Age 52.

Louis J. Esposito               Vice President-Sales since September 1995. Prior
                                to this he served as Vice President-Midwest
                                Division from December 1990 through September
                                1995. Age 56.

John M. Glenn                   Vice President-General Counsel and Secretary
                                since January 1996. Previous to employment with
                                the Company he was Vice President and General
                                Counsel of Roadway Services, Inc. since 1987.
                                Age 67.

James D. Staley                 President and Chief Operating Officer since
                                March 1998. Prior to this he served as Vice
                                President-Operations since 1993. Age 49.

Michael W. Wickham              Chairman and Chief Executive Officer since March
                                1998. Prior to this he served as President and
                                Chief Executive Officer from January 1996 to
                                March 1998, and as President from July 1990
                                through December 1995. Age 52.
--------------------------------------------------------------------------------
No family relationships exist between any of the executive officers named above
or between any executive officer and any director of the Company.

ITEM 2.  --  PROPERTIES

At December 31, 1998, the Company operated 396 terminal facilities, of which 265
were Company owned and 131 were leased, generally for terms of three years or
less. The number of loading spaces, a measure of freight handling capacity,
totaled 14,111, of which 11,932 were at Company owned facilities and 2,179 were
at leased facilities. Thirty of the owned facilities are major
consolidation/distribution centers that are in strategic locations throughout
the continental United States and Canada. These 30 facilities contain 5,456
loading spaces, ranging in size from 71 to 426 loading spaces, and average
87,700 square feet, ranging from 31,000 to 220,000 square feet. All significant
leased and owned facilities were being utilized at year-end 1998, and are
adequate to meet current needs.

The Company owns its main headquarters offices of approximately 259,000 square
feet, situated on 39.7 acres of which 14.7 are owned, and 25 leased under a
long-term contract expiring in 2009, but renewable to 2084. Approximately
148,000 square feet of office space for certain headquarters department
functions are leased at other locations.

ITEM 3.  --  LEGAL PROCEEDINGS

The Company is involved in various lawsuits arising in the ordinary course of
its business. In the opinion of the management of the Company, the outcome of
these matters will not have a material adverse effect on the Company's financial
condition or results of operations.

                                       2

<PAGE>   4


ITEM 4.  --  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    None.

PART II

ITEM 5.  --  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

The information under the caption "Common stock" in the table headed "Selected
Quarterly Financial Data" on page 28 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1998, filed with this Form 10-K as
page 22 of Exhibit 13, is incorporated herein by reference.

ITEM 6.  --  SELECTED FINANCIAL DATA

The information in the table headed "Historical Data" for the years 1998, 1997,
1996, 1995, and 1994 on pages 29 and 30 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1998, filed with this Form 10-K as
page 23 of Exhibit 13, is incorporated herein by reference.

ITEM 7.  --  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
             RESULTS OF OPERATIONS.

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 13 through 16 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1998, filed with this Form 10-K as
pages 1 through 5 of Exhibit 13, is incorporated herein by reference.

While most of the foregoing information is historical, some of the comments made
are forward-looking statements. The Company's actual performance may differ from
that forecast as a result of variable factors such as the state of the national
economy, capacity and rate levels in the motor freight industry, and success of
the Company's operating plans.

ITEM 7A.  -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not hold any market risk sensitive instruments for trading
purposes. The Company's primary market risks include fluctuations in interest
rates, currency exchange rates, and fuel prices.

The disclosure regarding interest rate fluctuations is included in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
Page 16 of the registrants Annual Report to Shareholders for the year ended
December 31, 1998, filed with this Form 10-K as page 5 of Exhibit 13, and is
incorporated herein by reference.

Roadway may incur economic losses due to adverse changes in foreign currency
exchange rates, primarily with fluctuations in the Canadian dollar and Mexican
peso. An instantaneous 10% adverse change in foreign currency exchange rates
would have less than $2 million impact on future cash flows of the Company.

An increase in fuel prices would be mitigated by fuel purchase contracts in
place throughout 1999, which protect the Company from a significant portion of
the exposure. In addition, a variable rate fuel surcharge, which was utilized in
1996 and 1997, would become effective again if fuel prices exceed $1.10 per
gallon.

ITEM 8.  --  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements, notes to consolidated financial
statements, and report of independent auditors on pages 17 through 27 of the
registrant's Annual Report to Shareholders for the year ended December 31, 1998,
filed with this Form 10-K as pages 6 through 21 of Exhibit 13, are incorporated
herein by reference.

The summary of quarterly results of operations on page 28 of the registrant's
Annual Report to Shareholders for the year ended December 31, 1998, filed with
this Form 10-K as page 22 of Exhibit 13, is incorporated herein by reference.

See list of financial statements under Item 14 (a) 1.

                                       3
<PAGE>   5


ITEM 9.  --  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
             FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10.  --  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required concerning the directors is set forth under the caption
"Election of Directors" on page 2 of the definitive proxy statement (the
"Proxy") relating to the registrant's Annual Meeting of Shareholders held on
March 24, 1999, and is incorporated herein by reference.

The information required concerning the executive officers is set forth under
the caption "Executive Officers of the Registrant" in Item 1 of this document,
and is incorporated herein by reference.

ITEM 11.  --  EXECUTIVE COMPENSATION.

The information required concerning director compensation is set forth under the
caption "Director Compensation" on page 3 of the Proxy, and is incorporated
herein by reference.

The information required concerning executive compensation is set forth under
the caption "Compensation of Executive Officers" on pages 6 through 8 of the
Proxy, and is incorporated herein by reference.

ITEM 12.  --  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required concerning security ownership of certain beneficial
owners and management is set forth under the caption "Beneficial Ownership of
Common Stock" on pages 4 and 5 of the Proxy, and is incorporated herein by
reference.

ITEM 13.  --  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

PART IV

ITEM 14.  --  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)    1. List of financial statements contained in Roadway's Annual Report to
       Shareholders for the year ended December 31, 1998, and filed as Exhibit
       13 to this Form 10-K:

<TABLE>
<CAPTION>
                                                                                Annual
                                                                                Report           Exhibit 13
                                                                                page(s)          page(s)
                                                                                -------          -------
        <S>                                                                    <C>              <C>
          Consolidated balance sheets at December 31, 1998 and 1997             17               6
          Statements of consolidated income
               for the years ended December 31, 1998, 1997, and 1996            18               7
          Statements of consolidated shareholders' equity
               for the years ended December 31, 1998, 1997, and 1996            19               8
          Statements of consolidated cash flows
               for the years ended December 31, 1998, 1997, and 1996            20               9
          Notes to consolidated financial statements                            21-26            10-20
          Report of independent auditors dated January 25, 1999                 27               21
          Selected quarterly financial data for 1998 and 1997                   28               22

</TABLE>
                                       4

<PAGE>   6


ITEM 14.  --  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
              (CONTINUED)

(a) 2. The following financial statement schedule is included on page 9 of this 
                  Form 10-K:

               Schedule II - Valuation and Qualifying Accounts

All other schedules are omitted because of the absence of the conditions under
which they are required or because information called for is shown in the
financial statements and notes thereto in the 1998 Annual Report to
Shareholders.

(a) 3.   Exhibit Index

Exhibit No.
-----------

 3.1          Second Restated Certificate of Incorporation of Roadway Express,
              Inc. Adopted by Board of Directors' Resolution dated December 15,
              1995 by unanimous written consent of the directors, and adopted by
              written consent of the sole shareholder on December 22, 1995.
              (filed as Exhibit 3.1 to the registrant's Annual Report on Form
              10-K for the year ended December 31, 1995, and incorporated herein
              by reference).

 3.2          Restated Amended By-laws of Roadway Express, Inc. Adopted by Board
              of Directors' Resolution dated December 15, 1995 by unanimous
              written consent of the directors and adopted by written consent of
              the sole shareholder on December 22, 1995. (filed as Exhibit 3.2
              to the registrant's Annual Report on Form 10-K for the year ended
              December 31, 1995, and incorporated herein by reference).

10.1          Distribution Agreement between Roadway Services, Inc. and Roadway
              Express, Inc. (filed as Exhibit 2.1 to the Registrant's General
              Form for Registration of Securities on Form 10 dated November 28,
              1995, and incorporated herein by reference).

10.2          Tax Matters Agreement between Roadway Services, Inc. and Roadway
              Express, Inc. (filed as Exhibit 10.2 to the Registrant's General
              Form for Registration of Securities on Form 10 dated November 28,
              1995, and incorporated herein by reference).

10.3          Data Processing and Information Technology Agreement between
              Roadway Services, Inc. and Roadway Express, Inc. (filed as Exhibit
              10.3 to the Registrant's General Form for Registration of
              Securities on Form 10/A-1 dated December 11, 1995, and
              incorporated herein by reference).

10.4          Services and Support Agreement between Roadway Services, Inc. and
              Roadway Express, Inc. (filed as Exhibit 10.4 to the Registrant's
              General Form for Registration of Securities on Form 10 dated
              November 28, 1995, and incorporated herein by reference).

10.5          Intellectual Property Agreement between Roadway Services, Inc. and
              Roadway Express, Inc. (filed as Exhibit 10.5 to the Registrant's
              General Form for Registration of Securities on Form 10/A-1 dated
              December 11, 1995, and incorporated herein by reference).

10.6          Agreement on Employee Matters between Roadway Services, Inc. and
              Roadway Express, Inc. (filed as Exhibit 10.6 to the Registrant's
              General Form for Registration of Securities on Form 10/A-1 dated
              December 11, 1995, and incorporated herein by reference).

10.8          Alternative Dispute Resolution Agreement between Roadway Services,
              Inc. and Roadway Express, Inc. (filed as Exhibit 10.8 to the
              Registrant's General Form for Registration of Securities on Form
              10 dated November 28, 1995, and incorporated herein by reference).

10.9          Director and Officer Indemnification Agreements (filed as Exhibit
              10.9 to the Registrant's General Form for Registration of
              Securities on Form 10/A-1 dated December 11, 1995, and
              incorporated herein by reference).
                                       5

<PAGE>   7


ITEM 14.  --  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 
              (CONTINUED)

(a) 3.   Exhibit Index (continued)

Exhibit No.
-----------

10.10*        Roadway Express, Inc. Management Incentive Stock Plan (filed as
              Exhibit 10.10 to the Registrant's General Form for Registration of
              Securities on Form 10 dated November 28, 1995, and incorporated
              herein by reference).
10.11*        Roadway Express, Inc. Stock Credit Plan (filed as Exhibit 10.11 to
              the Registrant's General Form for Registration of Securities on
              Form 10 dated November 28, 1995, and incorporated herein by
              reference).
10.12*        Roadway Express, Inc. Excess Plan (filed as Exhibit 10.12 to the
              Registrant's General Form for Registration of Securities on Form
              10 dated November 28, 1995, and incorporated herein by reference).
10.13*        Roadway Express, Inc. 401(a)(17) Benefit Plan (filed as Exhibit
              10.13 to the Registrant's General Form for Registration of
              Securities on Form 10 dated November 28, 1995, and incorporated
              herein by reference).
10.14*        Roadway Express, Inc. Administrative Document for Excess Plan
              and 401(a)(17) Benefit Plan (filed as Exhibit 10.14 to the
              Registrant's General Form for Registration of Securities on Form
              10 dated November 28, 1995, and incorporated herein by reference).
10.15         Roadway Express, Inc. 401(k) Stock Savings Plan (filed as Exhibit
              4.3 to the Registrant's Registration Statement on Form S-8 dated
              December 19, 1995 and incorporated herein by reference).
10.16*        Summary Description of Officers' Incentive Compensation Plan
              (filed as Exhibit 10.16 to the registrant's Annual Report on Form
              10-K for the year ended December 31, 1995, and incorporated herein
              by reference).
10.17         $25,000,000 Revolving Credit Facility by and between Roadway
              Express, Inc. and Bank One, Akron, NA. (filed as Exhibit 10.17 to
              the registrant's Annual Report on Form 10-K for the year ended
              December 31, 1995, and incorporated herein by reference).
10.18         Operating lease agreement by and between Roadway Express, Inc. and
              ABN AMRO North America, Inc. (filed as Exhibit 10.18 to the
              registrant's Quarterly Report on Form 10-Q for the period ended
              June 15, 1996, and incorporated herein by reference).
10.19         $25,000,000 Credit Agreement between Roadway Express, Inc. and
              Morgan Guaranty Trust Company of New York (filed as Exhibit 10.19
              to the registrant's Quarterly Report on Form 10-Q for the period
              ended September 7, 1996, and incorporated herein by reference).
10.20         Amendment to the $25,000,000 Credit Agreements between Roadway
              Express, Inc., Morgan Guaranty Trust Company of New York, and Bank
              One of Akron, N.A. (filed as exhibit 10.20 to the registrant's
              Quarterly Report on Form 10-Q for the period ended March 29, 1997,
              and incorporated herein by reference).
10.21         Schedule of documents not filed which are substantially identical
              in all material respects to previously filed documents (filed as
              exhibit 10.21 to the registrant's Quarterly Report on Form 10-Q
              for the period ended June 20, 1998, and incorporated herein by
              reference). 
10.22         Operating lease agreement between Roadway Express, Inc. and
              General Electric Capital Corporation (filed as exhibit 10.22
              to the registrant's Quarterly Report on Form 10-Q for the period
              ended September 12, 1998, and incorporated herein by reference).
10.23*        Roadway Express, Inc. Equity Ownership Plan (filed as Exhibit A to
              the Registrant's definitive Proxy Statement dated February 20,
              1998, and incorporated herein by reference).
10.24*        Roadway Express, Inc. Non-employee Directors' Equity and Deferred
              Compensation Plan (filed as Exhibit B to the Registrant's
              definitive Proxy Statement dated February 20, 1998, and
              incorporated herein by reference).

                                       6

<PAGE>   8


ITEM 14.  --  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
              (CONTINUED)

(a) 3.   Exhibit Index (continued)

Exhibit No.
-----------

10.25*        Roadway Express, Inc. Non-employee Directors' Stock Option Plan
              (filed as Exhibit C to the Registrant's definitive Proxy Statement
              dated February 20, 1998, and incorporated herein by reference).

10.26         Data Processing and Information Technology Agreement between
              Roadway Express, Inc. and Affiliated Computer Services, Inc.

13            Annual Report to Shareholders for the year ended December 31,
              1998. Only those portions expressly referenced herein are
              incorporated into this Form 10-K. Other portions are not required
              and, therefore, are not filed as part of this Form 10-K. 

21            List of Subsidiaries.

23            Consent of Independent Auditors.

27            Financial Data Schedule for the year ended December 31, 1998.

--------------------------------------------------------------------------------
*    Designates a compensation plan for Directors or Executive Officers.



(b) Reports on Form 8-K filed in the Fourth Quarter of 1998 -- none.

                                       7

<PAGE>   9


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                   ROADWAY EXPRESS, INC.


Date March 24, 1999                        By   /s/ Michael W. Wickham
     --------------                           -------------------------------
                                                Michael W. Wickham, Chairman 
                                                of the Board and Chief 
                                                Executive Officer



Date March 24, 1999                        By   /s/ J. Dawson Cunningham
     --------------                           ---------------------------------
                                                J. Dawson Cunningham, Executive
                                                Vice President, Chief Financial
                                                Officer, and Treasurer



Date March 24, 1999                        By   /s/ John G. Coleman
     --------------                           -----------------------------
                                                John G. Coleman, Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


Date March 24, 1999                        By   /s/ Frank P. Doyle
     --------------                           --------------------------
                                                Frank P. Doyle, Director



Date March 24, 1999                        By   /s/ John F. Fiedler
     --------------                           ---------------------------
                                                John F. Fiedler, Director



Date March 24, 1999                        By   /s/ Dale F. Frey
     --------------                           ------------------------
                                                Dale F. Frey, Director



Date March 24, 1999                        By   /s/ Phillip J. Meek
     --------------                           ---------------------------
                                                Phillip J. Meek, Director



Date March 24, 1999                        By   /s/ Carl W. Schafer
     --------------                           ---------------------------
                                                Carl W. Schafer, Director



Date March 24, 1999                        By   /s/ Sarah Roush Werner
     --------------                           ------------------------------
                                                Sarah Roush Werner, Director

                                       8

<PAGE>   10



                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                     ROADWAY EXPRESS, INC. AND SUBSIDIARIES
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
                                 (in thousands)

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
             COL. A                   COL. B                   COL. C                  COL. D            COL. E
---------------------------------------------------------------------------------------------------------------------
                                                            Additions
                                                      ---------------------------
                                                                     Charged to
                                     Balance at       Charged to         Other
                                    Beginning of       Cost and        Accounts -      Deductions      Balance at End
          Description                  Period          Expenses         Describe        -Describe        of Period
---------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>               <C>               <C>            
1998
    Allowance for
       uncollectible accounts         $  4,823         $  17,557            -          $  16,049 (1)      $  6,331
    Valuation allowance on
       deferred tax assets                 700                 -            -                  -               700
                                      --------         ---------                       ---------          --------
                  Total               $  5,523         $  17,557            -          $  16,049          $  7,031
                                      ========          ========                       =========          ========
1997
    Allowance for
       uncollectible accounts         $  2,802         $  13,783            -          $  11,762 (1)      $  4,823
    Valuation allowance on
       deferred tax assets               5,300             1,500            -              6,100 (2)           700
                                      --------         ---------                       ---------          --------
                  Total               $  8,102         $  15,283            -          $  17,862          $  5,523
                                      ========          ========                       =========          ========
1996
    Allowance for
       uncollectible accounts         $  3,284         $   9,780            -          $  10,262(1)       $  2,802
    Valuation allowance on
       deferred tax assets               7,500             1,800            -              4,000(3)          5,300
                                      --------         ---------                       ---------          --------
                  Total               $ 10,784         $  11,580            -          $  14,262          $  8,102
                                      ========          ========                       =========          ========
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Uncollectible amounts written off, net of recoveries. 
(2) Valuation allowance decreased due to utilization of foreign tax credits.
(3) Valuation allowance adjusted due to decrease in foreign tax credits.

                                       9