<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, 1996.

                                       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 of                         (I.R.S. Employer   
incorporation or organization)                           Identification No)
                                                        

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 11, 1997 Common Stock, $.01 Par Value -- $
395,304,602.

The number of shares outstanding of the issuer's classes of common stock as of
February 11, 1997 Common Stock, $.01 Par Value -- 20,535,304 shares

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Annual Report to Shareholders for the year ended
December 31, 1996, 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 26, 1997, are incorporated by reference
into Part III.


<PAGE>   2



PART I

ITEM 1.  --  BUSINESS

(a) General development of the business. Roadway Express, Inc. (the "Company" or
"Roadway"), a Delaware corporation founded in 1930, provides less-than-truckload
("LTL") freight services on two day and longer 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 has now been renamed Caliber System, Inc. 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 LTL 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 62 additional countries worldwide. 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 1996, no
single customer accounted for more than 2% of the Company's total revenues, and
the ten largest customers accounted for approximately 9% of the Company's total
revenue.

The LTL business is extremely competitive. High levels of competition and
persistent industry overcapacity continue to result in aggressive discounting
and 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 1996, 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 1996, the Company had over 25,500 employees. Approximately 75% of
the Company's employees are represented by various labor unions, primarily the
International Brotherhood of Teamsters (the "Teamsters"). In 1994, the Company
experienced a 24-day strike by the Teamsters following expiration of the
National Master Freight Agreement (the "Contract"). The current Contract with
the Teamsters expires on March 31, 1998. The Company believes that its current
relations with the Teamsters are satisfactory.

Roadway's operations in interstate commerce are currently regulated by the U.S.
Department of Transportation ("DOT"), which retains limited oversight authority
over motor carriers. 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, 1996, the Company owned a total of 9,665 tractors and 30,082
trailers. The average age of the intercity tractors was 7.6 years, and that of
the intercity trailers was 9.0 years. We also operated 3,108 intercity trailers
under a long-term lease. 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.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
    NAME                                      PRESENT POSITIONS AND RECENT BUSINESS EXPERIENCE
----------------------------------------------------------------------------------------------
<S>                                          <C>
J. Dawson Cunningham                          Vice President-Finance and 
                                              Administration, and Treasurer 
                                              since August 1990.  Age 50.

Louis J.Esposito                              Vice President-Sales since 
                                              September 1995; previously he
                                              served as Vice President-Midwest  
                                              Division from December 1990
                                              through September 1995. Age 54.

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 65.

James D. Staley 

                                              Vice President-Operations since
                                              1993; previously he served as
                                              Vice President-Northeast Division
                                              from May 1989 through 1992. Age
                                              47.

Michael W. Wickham                            President and Chief Executive
                                              Officer; previously he served as
                                              President from July 1990 through
                                              1995. Age 50.

--------------------------------------------------------------------------------
</TABLE>

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, 1996, the Company operated 424 terminal facilities, of which 285
were Company owned and 139 were leased, generally for terms of three years or
less. The number of loading spaces, a measure of freight handling capacity,
totaled 13,766, of which 11,861 were at Company owned facilities and 1,905 were
at leased facilities. Thirty of the owned facilities are major
consolidation/distribution centers which are in strategic locations throughout
the continental United States. These 30 facilities contain 5,340 loading spaces,
ranging in size from 71 to 426 loading spaces, and average 86,600 square feet,
ranging from 31,000 to 220,000 square feet. All significant leased and owned
facilities were being utilized at year end 1996, 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 33 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1996, filed with this Form 10-K as
page 19 of Exhibit 13, is incorporated herein by reference.

ITEM 6  --  SELECTED FINANCIAL DATA

The information set forth under the heading "Historical Data" for the years
1996, 1995, 1994, 1993, and 1992, on pages 34 and 35 of the registrant's Annual
Report to Shareholders for the year ended December 31, 1996, filed with this
Form 10-K as page 20 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 18 through 22 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1996, filed with this Form 10-K as
pages 1 through 4 of Exhibit 13, is incorporated herein by reference. Subsequent
Event. The Company entered into a stock purchase agreement on February 7, 1997,
for the acquisition of all of the outstanding shares of Reimer Express Lines,
Ltd. The purchase price of $15 million is payable in cash at closing, with
additional cash payments of up to $10 million, payable subject to Reimer
achieving specific performance levels over a 5 year period. The transaction will
be financed from operating cash flow supplemented by the short-term credit lines
as needed. The purchase is subject to approval by certain governmental agencies
in Canada. Closing of the transaction is expected to occur during the second
quarter of 1997. The statements in this document that are not historical in
nature are forward-looking statements. The Company's actual future performance
and operating and financial results may differ from those described in the
forward-looking statements as a result of a variety of factors that include the
condition of the industry and the economy and the success of the Company's
operating plans, including the matters discussed in Item 1.

ITEM 8.  --  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements, notes to consolidated financial
statements, and report of independent auditors appearing on pages 23 through 32
of the registrant's Annual Report to Shareholders for the year ended December
31, 1996 are incorporated herein by reference.

The summary of quarterly results of operations appearing on page 33 of the
registrant's Annual Report to Shareholders for the year ended December 31, 1996
is incorporated herein by reference.

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

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

None.



                                       3
<PAGE>   5



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 26, 1997, 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
Company 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, 1996, 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, 1996 and 1995             23               5
          Statements of consolidated income
               for the years ended December 31, 1996, 1995, and 1994            24               6
          Statements of consolidated shareholders' equity
               for the years ended December 31, 1996, 1995, and 1994            25               7
          Statements of consolidated cash flows
               for the years ended December 31, 1996, 1995, and 1994            26               8
          Notes to consolidated financial statements                            27-31            9-17
          Report of independent auditors dated January 22, 1997                 32               18
          Selected quarterly financial data for 1996 and 1995                   33               19
</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 8 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 1996 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).

     10.7 National Master Freight Agreement between Roadway Express, Inc. and
          the International Brotherhood of Teamsters (filed as Exhibit 10.7 to
          the Registrant's General Form for Registration of Securities on Form
          10 dated November 28, 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).

   13         Annual Report to Shareholders for the year ended December 31,
              1996. 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

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

(b)    Reports on Form 8-K filed in the Fourth Quarter of 1996 -- none.



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<PAGE>   8



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 26, 1997            By   /s/ Michael W. Wickham
     --------------               ------------------------
                                    Michael W. Wickham, President and
                                    Chief Executive Officer

Date March 26, 1997            By   /s/ J. Dawson Cunningham
     --------------               --------------------------
                                    J. Dawson Cunningham, Vice President-Finance
                                    and Administration, and Treasurer 
                                    (Principal Financial and Accounting Officer)

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 26, 1997            By   /s/ Frank P. Doyle
     --------------               --------------------
                                    Frank P. Doyle, Director

Date March 26, 1997            By   /s/ Phillip J. Meek
     --------------               ---------------------
                                    Phillip J. Meek, Director

Date March 26, 1997            By   /s/ Robert E. Mercer
     --------------               ----------------------
                                    Robert E. Mercer, Director

Date March 26, 1997            By   /s/ Carl W. Schafer
     --------------               ---------------------
                                    Carl W. Schafer, Director

Date March 26, 1997            By   /s/ William Sword
     --------------               -------------------
                                    William Sword, Director

Date March 26, 1997            By   /s/ Sarah Roush Werner
     --------------               ------------------------
                                    Sarah Roush Werner, Director

Date March 26, 1997            By   /s/ Michael W. Wickham
     --------------               ------------------------
                                    Michael W. Wickham, Director




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<PAGE>   9

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                     ROADWAY EXPRESS, INC. AND SUBSIDIARIES
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
                             (dollars 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 (1)      of Period
<S>                                   <C>              <C>             <C>           <C>              <C>     
1996
    Allowance for
       uncollectible accounts         $  3,284         $   9,780            -          $  10,262        $  2,802
    Valuation allowance on
deferred tax assets                      7,500             1,800            -                  -           9,300
                                      --------         ---------                       ---------        --------
                  Total               $ 10,784         $  11,580            -          $  10,262        $ 12,102
                                      ========          ========                        ========        ========
1995
    Allowance for
       uncollectible accounts         $  4,400         $  11,315            -          $  12,431        $  3,284
    Valuation allowance on
deferred tax assets                      6,200             1,300            -                  -           7,500
                                      --------         ---------                       ---------        --------
                  Total               $ 10,600         $  12,615            -          $  12,431        $ 10,784
                                       =======          ========                        ========        ========
1994
    Allowance for
       uncollectible accounts         $  5,230         $   5,845            -          $   6,675        $  4,400
    Valuation allowance on
deferred tax assets                      3,000             3,200            -                  -           6,200
                                      --------         ---------                       ---------        --------
                  Total               $  8,230         $   9,045            -          $   6,675        $ 10,600
                                       =======          ========                        ========         =======
</TABLE>

(1) Uncollectible amounts written off, net of recoveries.






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