<PAGE>
                  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 28, 1996

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

9700 Higgins Rd., Ste. 570, Rosemont, Il.         60018
(Address of principal executive offices)       (Zip Code)


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


Securities registered pursuant to Section 12(b) of the Act:
    Title of each class      Name of each exchange of which registered
Common Stock $.01 Par Value                    NASDAQ
Preferred Stock Purchase Rights

   Securities registered pursuant to Section 12(g) of the Act:
                   6 5/8 % Notes Due May 1, 2000
                          (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. __X____ Yes________No

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

The number of shares of common stock outstanding at March 21, 1997 was
25,757,912. The aggregate market value of the voting stock of the registrant as
of March 21, 1997 was approximately $631,068,844.

                           DOCUMENTS INCORPORATED BY REFERENCE

1)  1996 Annual Report to Shareholders for the Fiscal Year Ended
     December 28, 1996 (Only those portions referenced herein are incorporated
     in this Form 10-K).
2)  Proxy Statement dated March 24, 1997 (Only those portions referenced herein
     are incorporated in this Form 10-K).
<PAGE>

                                   Page 2
                            USFreightays Corporation
                                    Form 10-K
                       Fiscal Year Ended December 28, 1996


                                     PART I


Item 1.           Business

Background

     USFreightways Corporation, whose name was changed by shareholder approval
on May 3, 1996 (hereafter referred to as the "Company"), operates a group of
regional less than truckload ("LTL") general commodities motor carriers. The
main focus of the Company's regional trucking subsidiaries is on overnight and
second day freight delivery, with service throughout the continental United
States, Hawaii, Alaska, and to certain points in Canada. The Company's
logistics subsidiaries provide solutions to customers' logistics and
distribution requirements. The Company's truckload subsidiary provides premium,
long-haul, sleeper-team service between major markets in the United States.

     The Company traces its origins to 1984 when TNT Limited, through its wholly
owned subsidiary TNT Transport Group ("Transport Group"), embarked on a strategy
to establish, through acquisition, a nationwide network of quality regional LTL
carriers. During the same period, the group of businesses that now constitute
the Company also grew as a result of internal expansion and increased
penetration of existing markets. In April 1991 the Company was incorporated as a
holding company for regional trucking companies of Transport Group.

     During February 1992 the shareholders of the Company sold 19,593,750 shares
of common stock through an initial public offering for which the proceeds were
paid to Transport Group. In a subsequent transaction, the Company purchased from
Transport Group all its remaining shares in the Company.

     On May 6, 1993 the Company issued, through a public offering, 6 5/8% Notes
in the principal amount of $100,000,000 due May 1, 2000. The proceeds from this
issuance were, in part, used to repay borrowings under existing revolving lines
of credit which were partially used to acquire the common stock from Transport
Group.


     On January 1, 1996, the Company increased density in the Southeast by
acquiring the general commodities business of Transus, Inc. and merged this
operation into the Company's subsidiary, USF Dugan.

     On July 1, 1996, the Company acquired the Interamerican Group, a third
party logistics provider primarily in the contract warehousing business.
<PAGE>

                                   PAGE 3
Regional LTL Trucking

     LTL shipments are defined as shipments of less than 10,000 pounds.
Typically, LTL carriers transport freight along scheduled routes from multiple
shippers to multiple consignees utilizing a network of terminals together with
fleets of line-haul and pickup and delivery tractors and trailers. Freight is
picked up from customers by local drivers and consolidated for shipment. The
freight is then loaded into intercity trailers and transferred by line-haul
drivers to the terminal servicing the delivery area. There, the freight is
transferred to local trailers and delivered to its destination by local drivers.

     LTL operators are generally categorized as either regional, interregional
or long-haul carriers, depending on the distance freight travels from pickup to
final delivery. Regional carriers usually have average lengths of haul of 500
miles or less and tend to provide either overnight or second day service.
Regional LTL carriers usually are able to load freight for direct transport to a
destination terminal, thereby avoiding the costly and time-consuming use of
breakbulk terminals (where freight is rehandled and reloaded to its ultimate
destination). In contrast, long-haul LTL carriers (average lengths of haul in
excess of 1,000 miles) operate networks of breakbulk and satellite terminals
(hub-spoke systems) and rely heavily on interim handling of freight.
Interregional carriers (500 to 1,000 miles per average haul) also rely on
breakbulk terminals but to a lesser degree than long-haul carriers.

     Regional LTL carriers, including the Company's trucking subsidiaries,
principally compete against other regional LTL carriers. To a lesser extent,
they compete against interregional and long-haul LTL carriers. To an even lesser
degree, regional LTL transporters compete against truckload carriers, overnight
package companies, railroads and airlines. Significant barriers to entry into
the regional LTL market exist as a result of the substantial capital
requirements for terminals and revenue equipment and the need for a large,
well-coordinated and skilled work force.

     In the competitive environment of each of the Company's trucking
subsidiaries, most LTL carriers have adopted discounting programs that severely
reduce prices paid by some shippers. Additionally, when new LTL competitors
enter a geographic region, they often utilize discounted prices to lure
customers away from the Company's trucking subsidiaries. Such attempts to gain
market share through price reduction programs exert downward pressure on the
industry's price structure and profit margins and have caused many LTL carriers
to cease operations.


The Trucking Subsidiaries

     The following is a brief description of the Company's LTL regional trucking
subsidiaries. Statistical information for subsidiary's operations is reported in
the Company's 1996 Annual Report to the Shareholders, and is incorporated by
reference in this Form 10-K as page 15 of Exhibit 13 .

     USF Holland is the largest of the Company's operating subsidiaries,
transporting LTL shipments interstate throughout the central United States and
into the Southeast. USF Holland uses predominantly single 48 foot trailers. The
average length of line-haul in the year ended December 28, 1996 was
approximately 375 miles.

     USF Red Star operates in the eastern United States, as well as to and from
eastern Canada. USF Red Star uses a combination of single and double trailers.
The average length of line-haul in the year ended December 28, 1996 was
approximately 285 miles. USF Red Star operates in an environment characterized
by intense price competition.

     USF Bestway operates throughout the southwest region of the United States
from Texas to California. USF Bestway uses double trailers in its operations.
For the year ended December 28, 1996 the average length of line-haul for USF
Bestway was approximately 420 miles.

     USF Reddaway provides LTL carriage along the I-5 corridor from California
to Washington, throughout the northwest United States and into western Canada
and Alaska. The average length of line-haul for the year ended December 28, 1996
was approximately 430 miles. USF Reddaway operates double trailers and, where
possible, triple trailer combinations.

     USF Dugan provides service to the Plains states and into the southern
states from Texas to Florida. USF Dugan operates with double and triple
trailers, and the average length of line-haul for the year ended December 28,
1996 was approximately 265 miles which was considerably less than the prior
year due to the inclusion of short hauls within the former Transus
system which was acquired on January 1, 1996.
<PAGE>
                                   PAGE 4
The Logistics Subsidiaries

     The Company is engaged in business of providing logistics, interregional
and distribution services. These activities are conducted through Logix,
which provides complete supply chain management services from supplying raw
materials to delivering products to customers, Interamerican which provides
contract warehousing services and USF Distribution Services which collects
and ships components to manufacturers and receives, sorts and moves merchandise
from suppliers to retail stores.

     The Company is engaged, through its subsidiary Comet Transport, in
providing premium, long-haul, sleeper-team truckload service between major
markets in the United States.

     The Company is also engaged, through its subsidiaries USF Coast
Consolidators and USF Caribbean Services, in providing direct freight
transportation service from the mainland to all points in Hawaii/ Guam and
Puerto Rico, respectively.

Terminals

     The Company's 239 terminals are a key element in the operation of its
regional trucklines. The terminals vary significantly in size according to the
markets served. Sales personnel at each terminal are responsible for soliciting
new business. Each terminal maintains a team of dispatchers who communicate with
customers and coordinate local pickup and delivery drivers. Terminals also
maintain teams of dock workers, line-haul drivers and administrative personnel.
The larger terminals also have maintenance facilities and mechanics. Each
terminal is directed by a terminal manager who has general supervisory
responsibilities and also plays an important role in monitoring costs and
service quality.


Revenue Equipment

     At December 28, 1996 the Company operated 6,524 tractors and 15,550
trailers. Each trucking subsidiary selects its own revenue equipment to suit the
conditions prevailing in its region, such as terrain, climate, and average
length of line-haul. Tractors and trailers are built to standard specifications
and generally are not modified to fit special customer situations.

     Each trucking subsidiary has a comprehensive preventive maintenance program
for its tractors and trailers to minimize equipment downtime and prolong
equipment life. Repairs and maintenance are performed regularly at the
subsidiaries' facilities and at independent contract maintenance facilities.

     The Company replaces tractors and trailers based on factors such as age and
condition, the market for equipment and improvements in technology and fuel
efficiency. At December 28, 1996 the average age of the Company's line-haul
tractors was 2.8 years and the average age of its line-haul trailers was 6.0
years. Older line-haul tractors are often assigned to pickup and delivery
operations, which are generally operated at lower speeds and over shorter
distances, allowing the Company to extend the life of line-haul tractors and
improve asset utilization. The average age of the Company's pickup and delivery
tractors at December 28, 1996 was 6.9 years.




<PAGE>

                              PAGE 5
Sales and Marketing

     Sales personnel as well as senior management at each subsidiary are
responsible for soliciting new business and maintaining good customer relations.
In addition, the Company maintains a national account sales department
consisting of 18 professionals who are assigned major accounts within specified
geographic regions of the continental United States. These national account
managers solicit business for the regional trucklines from distribution and
logistics executives of large shippers. In many cases, targeted corporations
maintain centralized control of multiple shipping and receiving locations.


Seasonality

     The Company's results, consistent with the trucking industry in general,
show seasonal patterns with tonnage and revenue declining during the winter
months and, to a lesser degree, during vacation periods in the summer.
Furthermore, inclement weather in the winter months can further negatively
affect the Company's results.


Customers

     The Company is not dependent upon any particular industry and provides
services to a wide variety of customers including many large, publicly held
companies. During the year ended December 28, 1996 no single LTL customer
accounted for more than two percent of the Company's operating revenue and the
Company's ten largest customers as a group accounted for approximately eight
percent of total operating revenue. Many of the national account customers use
more than one of the Company's regional trucklines for their transportation
requirements.


Cooperation Among Trucklines

     The Company's subsidiaries cooperate with each other to market and provide
services along certain routes running between their regions. In such
circumstances, the trucklines jointly price their service and then divide
revenue in proportion to the amount of carriage provided by each company or
based on predetermined formulae.


Information Technology

     Each of the Company's regional trucklines maintains its own management
information systems and freight tracking and data processing capabilities. These
systems vary in sophistication in accordance with the size of each truckline's
operations and the demands of its customers. Software systems are shared among
the regional trucklines where sharing is efficient and appropriate.

Fuel

     The motor carrier industry is dependent upon the availability of diesel
fuel. Shortages of fuel, increases in fuel costs or fuel taxes, or rationing of
petroleum products could have a material adverse effect on the profitability of
the Company. During 1996, the Company implemented a fuel surcharge to partially
offset an increase in fuel price. The Company has not experienced any difficulty
in maintaining fuel supplies sufficient to support its operations.



<PAGE>

                              PAGE 6
Regulation

     In August 1994, two pieces of legislation passed the Congress and were
signed into law that greatly affected the trucking industry. The Trucking
Industry Regulatory Reform Act ("TIRRA") reduced the ICC's authority over motor
carriers by eliminating the tariff-filing requirement for motor common carriers
using individually determined rates, classifications, rules or practices. Under
TIRRA, motor carriers are still required to provide shippers, if requested, with
a copy of the rate, classification, rules or practices of the carrier. Also,
Title VI of the Federal Aviation Administration Authorization Act of 1994 ("the
1994 Act") effectively prohibited state economic regulation of all trucking
operations for motor carriers. The 1994 Act does allow the states to continue
regulation of safety and insurance programs, including carrier inspections.

     On December 29, 1995, President Clinton signed the Interstate Commerce
Commission Termination Act of 1995 ("ICCTA") which abolished the ICC as of
January 1, 1996 and transferred its residual functions to the Federal Highway
Administration and a newly created Surface Transportation Board within the U. S.
Department of Transportation. Congress has prescribed a transition period during
which regulations implementing the ICCTA including insurance and safety issues
must be promulgated by the Secretary of Transportation.

     The trucking industry remains subject to the possibility of regulatory and
legislative changes that can influence operating practices and the demands for
and the costs of providing services to shippers.

     Interstate motor carrier operations are subject to safety requirements
prescribed by the U.S. Department of Transportation ("DOT"), while such matters
as the weight and dimensions of equipment are also subject to Federal and state
regulations. Effective April 1, 1992, truck drivers were required to be
commercial vehicle licensed in compliance with the DOT, and legislation subjects
them to strict drug testing standards. These requirements increase the safety
standards for conducting operations, but add administrative costs and have
affected the availability of qualified, safety conscious drivers throughout the
trucking industry.


Insurance and Safety

     One of the risk areas in the Company's businesses is cargo loss and
damage, bodily injury, property damage and workers' compensation. The Company is
effectively self-insured on its significant operations up to $2 million per
occurrence for cargo loss and damage, bodily injury and property damage. The
Company is also predominantly self-insured for workers' compensation for amounts
to $1 million per occurrence. Additionally, the Company insures workers'
compensation for amounts in excess of $1 million per occurrence and all other
losses in excess of $2 million.

     Each operating subsidiary employs safety specialists and maintains safety
programs designed to meet its specific needs. In addition, the Company employs
specialists to perform compliance checks and conduct safety tests throughout the
Company's operations. The Company's safety record to date has been good.


Employees

     At December 28, 1996 the Company employed 15,403 persons, of whom 9,348
were drivers, 1,583 were dock workers, and the balance support personnel,
including office workers, managers and administrators. Approximately 51 percent
of all employees were members of unions. Approximately 88 percent of these union
workers were employed by USF Holland or USF Red Star and belonged to the
International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of
America (the "IBT"). Members of the IBT at USF Holland and USF Red Star are
presently working under the terms of a four-year, industry-wide labor agreement
that expires in 1998.

<PAGE>
                                   PAGE 7
Item 2.           Properties

     The Company's executive offices are located at 9700 Higgins Road, Suite
570, Rosemont, IL 60018. The Company's 16,000 square foot facility is occupied
under a lease terminating in November 2002.

     Each of the Company's operating subsidiaries also maintains a head office
as well as numerous operating facilities. Of the 239 terminal facilities used
by the Company as of December 28, 1996, 76 were owned and 163 were leased. These
facilities range in size according to the markets served. The Company has not
experienced and does not anticipate difficulties in renewing existing leases on
favorable terms or obtaining new facilities as and when required.


Item 3.           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.

     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.

     On January 7, 1997, the Company filed an 8-K reporting a recent development
in a legal proceeding.

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

     Not Applicable.



<PAGE>
                                   PAGE 8
                                   PART II

Item 5.    Market for the Company's Common Stock and related Stockholder Matters

     The Company's common stock trades on The Nasdaq National Market under the
symbol: USFC. On March 11, 1997 there were approximately 6,250 beneficial
holders of the Company's common stock. The high and low sales prices for the
common stock for each full calendar quarterly period for fiscal year 1995 and
1996, is presented on page 14 of the "Financial Statements" insert portion of
the Company's Annual Report to the Shareholders and is incorporated by
reference under Exhibit 13 herein.

     Since July 2, 1992, the Company has paid a quarterly dividend of $.093333
per share. Although it is the present intention of the Company to continue
paying quarterly dividends, the timing, amount and form of future dividends will
be determined by the board of directors and will depend, among other things, on
the Company's results of operations, financial condition, cash requirements,
certain legal requirements and other factors deemed relevant by the board of
directors. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" on page 3 of the
"Financial Statements" insert portion of the Company's Annual Report to the
Shareholders, incorporated by reference under Exhibit 13 herein.

Item 6.           Selected Financial Data

     The information set forth under the caption "Selected Consolidated
Financial Data" is presented on page 1 of the "Financial Statements" insert
portion of the Company's Annual Report to the Shareholders for the year ended
December 28, 1996, and is incorporated by reference under Exhibit 13 herein.

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" is presented on pages 2 and 3 of the "Financial Statements" insert
portion of the Company's Annual Report to the Shareholders for the year ended
December 28, 1996, and is incorporated by reference under Exhibit 13 herein.

Item 8.           Financial Statements and Supplementary Data

     The Consolidated Financial Statements and Auditors' Report are presented
on pages 4 through 14 of the "Financial Statements" insert portion of the
Company's Annual Report to the Shareholders for the year ended December 28,
1996, and are incorporated by reference under Exhibit 13 herein.

Item 9.         Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     None.



<PAGE>
                                   PAGE 9
                                  PART III

Item 10. Directors and Executive Officers of the Company

     The information for directors is reported on pages 2 through 4 of the 
Company's definitive proxy statement,dated March 24, 1997,  filed pursuant to
Regulation 14A, and is incorporated by reference. The following table sets
forth certain information as of December 28, 1996 concerning the registrant's
executive officers:

         Name            Age    Position

John Campbell Carruth    66    Chief Executive Officer, President and Director
Christopher L. Ellis     51    Senior Vice President, Finance and
                                        Chief Financial Officer

         John Campbell Carruth, 66, was appointed as the Company's Chief
Executive Officer and President in June of 1991 and has been a director of the
Company since December of 1991. Mr. Carruth was Chief Executive Officer and
President of TNT Transport Group, Inc., a subsidiary of TNT Limited, the
Company's former parent corporation, from 1985 to 1992.

         Christopher L. Ellis, 51, has been Senior Vice President, Finance and
Chief Financial Officer of the Company since June 1991. Mr. Ellis served as
Vice President, Finance of TNT Transport Group, Inc., a subsidiary of TNT
Limited, the Company's former parent corporation, from 1985 to 1992.


Item 11. Executive Compensation

     This information is reported on pages 5 and 15 of the Company's definitive
proxy statement, dated March 24, 1997, entitled "Management Compensation"
and "Compensation Committee Interlocks and Insider Participation" respectively
filed pursuant to Regulation 14A, and is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     This information is reported on page 2 of the Company's definitive proxy
statement, dated March 24, 1997,entitled "Security Ownership of Principal
Holders and Management"  filed pursuant to Regulation 14A, and is incorporated
by reference.

Item 13. Certain Relationships and Related Party Transactions

     This information is reported on page 14 of the Company's definitive proxy
statement, dated March 24, 1997, entitled "Certain Relationships and Related
Transactions" filed pursuant to Regulation 14A, and is incorporated by 
reference.



<PAGE>


                                   PAGE 10
                                   PART IV

Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K

(a)               (1) Financial Statements

                  The following consolidated financial statements appearing in
                  the Company's Annual Report to the Shareholders for the year
                  ended December 28, 1996 is incorporated by
                  reference in this Annual Report on Form 10-K as Exhibit 13:


                                                         Page No. of Exhibit 13

                  Selected Consolidated Financial Data                      1

                  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations            2

                  Independent Auditors' Report                              4

                  Consolidated Financial Statements                         5

                  Notes to Consolidated Financial Statements                9

                  (2) Financial Statement Schedules:
                    Independent Auditors' Report

The Board of Directors and Stockholders
USFreightways Corporation

Under date of January 22, 1997, except for note 12, which is as of February
10, 1997, we reported on the consolidated balance sheets of USFreightways
Corporation and subsidiaries as of December 28, 1996 and December 30, 1995
and the related consolidated statements of operations, stockholders' equity,
and cash flows for each of the years in the three-year period ended December
28, 1996.  These consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for the  year
ended December 28, 1996.  In connection with our audits of the aforementioned
consolidated financial statements, we also have audited the related financial
statement schedule as listed in the accompanying index.  This financial
statement  schedule is the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents 
fairly, in all material respects, the information set forth therein.

Chicago, Illinois
January 22, 1997 except for note 12 to the
consolidated financial statements, which is
as of February 10, 1997.


                  Schedule II - Valuation and Qualifying Accounts

                         USFREIGHTWAYS CORPORATION
THREE YEARS ENDED DECEMBER 28, 1996
(dollars in thousands)

<TABLE>
<CAPTION>
                                                                              Additions
                                                                      -------------------------       
                                                       Balance at     Charges to     Charged to                    Balance at
                                                       Beginning      Costs and      Other                         End
Description                                            of Period      Expenses       Accounts       Deductions (1) of Period
-----------                                            ----------     ----------     ----------     ----------     ----------

          <S>                                               <C>           <C>            <C>             <C>         <C>
Fiscal year ended December 31, 1994
     Accounts receivable allowances - for              $3,278         $4,232         $0             $1,743         $5,767
     revenue adjustments and doubtful accounts

Deferred tax asset valuation account                   $  174         $0             $0             $  174         $0

Fiscal year ended December 30, 1995
     Accounts receivable allowances - for              $5,767         $2,843         $0             $3,004         $5,606
     revenue adjustments and doubtful accounts

Fiscal year ended December 28, 1996
     Accounts receivable allowances - for              $5,606         $4,868         $0             $3,288         $7,186
     revenue adjustments and doubtful accounts
                  
(1)  Primarily uncollectible accounts written off- net of recoveries for Accounts receivable allowances.

</TABLE>

<PAGE>
                              PAGE 11
                 (3)  Exhibits

                  Exhibit           Document
                  Number            Description


                  3(a)     Amended and Restated Certificate of Incorporation of
                           USFreightways  Corporation (incorporated
                           by reference  from Exhibit 3.1 to  USFreightways
                           Corporation  Transition  Report on Form
                           10-K,  from June 29, 1991 to December 28,  1991);
                           December  28,  1991);  Certificate  of
                           Designation for Series A Junior  Participating
                           Cumulative  Preferred Stock (incorporated
                           by reference from Exhibit 3(a) to  USFreightways
                           Corporation  Annual Report on Form 10-K
                           for the year ended  January 1, 1994);  Certificate
                           of Amendment of Restated  Certificate
                           of  Incorporation of  USFreightways  Corporation
                           (incorporated by reference from Exhibit
                           3(i) to  USFreightways  Corporation  Report on Form
                           10-Q for the  quarter  ended June 29, 1996).

                  3(b)     Bylaws of USFreightways Corporation, as restated
                           May 3, 1996 (incorporated by reference from
                           Exhibit 3(ii) to USFreightways Corporation Report
                           on Form 10-Q for the quarter ended June 29,
                           1996).


                                        
                  Exhibit           Document
                  Number            Description

                  4(a)         Form of Rights Agreement, dated as of February 4,
                               1994, between USFreightways Corporation and
                               Harris Trust and Savings Bank, as Rights Agent
                               (incorporated by reference to USFreightways
                               Corporation's registration statement on Form 8-A
                               filed with the Securities and Exchange Commission
                               on March 18, 1994).

                  4(b)         Form of  Indenture,  dated as of May 1, 1993
                               between USFreightways  Corporation  and Harris
                               Trust and Savings Bank, as Trustee (incorporated
                               by reference from USFreightways Corporation's
                               Registration Statement on Form S-1, filed on
                               April 16, 1993, Registration No. 33-61134).

                  10(b)        Restricted Stock Agreement with John Campbell
                               Carruth dated January 20, 1992 (incorporated by
                               reference from Exhibit 10.5 to USFreightways
                               Corporation Transition Report on Form 10-K from
                               June 29, 199 to December 28, 1991).

                  10(d)        USFreightways Stock Option Plan (incorporated by
                               reference from Exhibit 10.18 to USFreightways
                               Corporation Transition Report on Form 10-K from
                               June 29, 1991 to December 28, 1991).

                  10(e)        Agreement dated March 5, 1993 Supplementing the
                               Tax Indemnification Agreement between
                               USFreightways Corporation and TNT Transport Group
                               (incorporated by reference from Exhibit 10 to
                               USFreightways Corporation Annual Report on Form
                               10-K for the year ended January 2, 1993).

<PAGE>
                                   PAGE 12
                                   
                  10(f)        Stock Option Plan for Non-Employee Directors
                               dated October 29, 1993 (incorporated by reference
                               from Exhibit 10(f) to USFreightways Corporation
                               Annual Report on Form 10-K for the year ended
                               January 1, 1994).

                  10(g)        Employment Agreement of Christopher L. Ellis
                               dated December 16, 1991 (incorporated by
                               reference from Exhibit 10(g) to USFreightways
                               Corporation Annual Report on Form 10-K for the
                               year ended January 1, 1994).

                  10(i)        Form of Election of Deferral (incorporated by
                               reference from Exhibit 10(h) to USFreightways
                               Corporation Annual Report on Form 10-K for the
                               year ended December 31, 1994).

                  13           1996 USFreightways Corporation "Financial
                               Statements" insert portion of the Annual Report
                               to Shareholders plus a statistics report 
                               excerpted from the Annual Report to Shareholders
                               and included as page 15 of Exhibit 13.

                  21           Subsidiaries  of  USFreightways   Corporation.

                  23           Consent of KPMG Peat Marwick LLP

                  24           Powers of Attorney

                  27           Financial Data Schedule

         Exhibits 2, 9, 11, 12, 16, 18, 22 and 28 are not applicable to this
filing.

                                   

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed in the last quarter of fiscal year
         1996.  However, on January 7, 1997 the Company filed an 8-K reporting
         a subsequent event.


<PAGE>

                                   PAGE 13

                                  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.  Dated March 24, 1997.


   
                                                     USFREIGHTWAYS CORPORATION
    


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

         Signatures                           Title             Date

/s/ Morley Koffman *                  Chairman of the Board      March 24, 1997
------------------------------------  of Directors                --------------
         Morley Koffman

/s/ John Campbell Carruth             Chief Executive Officer,   March 24, 1997
---------------------------           President and Director     --------------
         John Campbell Carruth

/s/ William N. Weaver, Jr. *          Director                   March 24, 1997
------------------------------------                             --------------
         William N. Weaver, Jr.

/s/ Robert P. Neuschel *               Director                  March 24, 1997
---------------------------                                      --------------
         Robert P. Neuschel

/s/ Neil A. Springer *                 Director                  March 24, 1997
------------------------------------                            --------------
         Neil A. Springer

/s/ Robert V. Delaney *                Director                  March 24, 1997
---------------------------                                     --------------
    Robert V. Delaney

/s/ John W. Puth *                     Director                  March 24, 1997
------------------------------------                             --------------
         John W. Puth

/s/ Christopher L. Ellis               Chief Financial Officer   March 24, 1997
------------------------------------                             --------------
         Christopher L. Ellis

/s/ Robert S. Owen                    Controller and Principal   March 24, 1997
------------------------------------  Accounting Officer         --------------
         Robert S. Owen


/s/ Christopher L. Ellis
*  By:   Christopher L. Ellis
         Attorney-in-Fact