SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A

                                 -----------------

                       AMENDMENT TO APPLICATION OR REPORT
                Filed pursuant to Section 12,13, or 15(d) of the
                       THE SECURITIES EXCHANGE ACT OF 1934

                            USFREIGHTWAYS CORPORATION

                            COMMISSION NUMBER 0-19791

                                 AMENDMENT NO. 1

         The undersigned registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended  December 31, 1999 by adding the Annual  Report of the
USF Employees' 401K Retirement Plan on Form 11-K for the year ended December 31,
1999.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                            USFREIGHTWAYS CORPORATION


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


June 27, 2000





<PAGE>









                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K


                 FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
               SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


[X] ANNUAL REPORT  PURSUANT TO SECTION 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1999 [FEE REQUIRED]


[ ] TRANSITION  REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 for the transition period from _________ to _________ [NO FEE REQUIRED]


                            COMMISSION NUMBER 0-19791



                      USF EMPLOYEES' 401K RETIREMENT PLAN



                            USFREIGHTWAYS CORPORATION
                       8550 W. Bryn Mawr Avenue, Suite 700
                             Chicago, Illinois 60631




<PAGE>





                                   SIGNATURES

The Plan.  Pursuant to the requirements of the Securities  Exchange Act of 1934,
the Plan Committee of the USF Employees'  401K  Retirement Plan have duly caused
this Annual Report to be signed on its behalf by the  undersigned  hereunto duly
authorized.


                                            USF EMPLOYEES' 401K RETIREMENT PLAN

By  Members  of  the  Plan  Committee  administering  the  USF  Employees'  401K
Retirement Plan

                                            /s/ John Campbell Carruth
                                            _________________________
                                                John Campbell Carruth

                                            /s/ Christopher L. Ellis
                                            ________________________
                                                Christopher L. Ellis

                                            /s/ Stephen G. Dill
                                            ___________________
                                                Stephen G. Dill

Date:  June 27, 2000





<PAGE>


                       USF EMPLOYEES' 401K RETIREMENT PLAN

                                    FORM 11-K
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                       FINANCIAL STATEMENTS AND SCHEDULES

                           December 31, 1999 and 1998

The following  financial  statements,  supplementary  schedules and exhibits are
filed as part of this  Annual  Report  on Form 11-K of the USF  Employees'  401K
Retirement Plan.

                                TABLE OF CONTENTS

Financial Statements
   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   FINANCIAL STATEMENTS:
       -Statements of Net Assets Available for Benefits as of December 31, 1999
        and 1998

       -Statements of Changes in Net Assets Available for Benefits for the Years
        Ended December 31, 1999 and 1998

   NOTES TO FINANCIAL STATEMENTS AND SCHEDULES

   SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
       -Schedule of Assets Held for Investment Purposes at the end of the year
        as of December 31, 1999

All schedules,  except as set forth above,  are omitted as not applicable or not
required, or the required information is included in the financial statements or
notes thereto.

Exhibits

         Exhibit 23-Consent of Independent Auditors

The following documents,  filed with the Securities and Exchange Commission, are
incorporated by reference herein:

         Form S-8 Registration Statement No. 33-57634 filed January 28, 1993 and
         Prospectus  dated  January 28, 1993 covering  315,000  shares of Common
         Stock of USFreightways  Corporation pursuant to the USF Employees' 401K
         Retirement Plan.


<PAGE>





                    Report of Independent Public Accountants


To the Plan Administrative Committee of
USF Employees' 401K Retirement Plan:

We have audited the accompanying statements of net assets available for benefits
of the USF EMPLOYEES' 401K RETIREMENT PLAN as of December 31, 1999 and 1998, and
the related  statements of changes in net assets  available for benefits for the
years then ended.  These  financial  statements  are the  responsibility  of the
Plan's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  net  assets  available  for  benefits  of the USF
Employees'  401K  Retirement  Plan as of  December  31,  1999 and 1998,  and the
changes in net assets  available  for  benefits  for the years  then  ended,  in
conformity with accounting principles generally accepted in the United States.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The schedule of assets held for investment purposes
at the end of year is presented  for the purpose of  additional  analysis and is
not a  required  part of the basic  financial  statements  but is  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. The schedule is the responsibility of the Plan's management.  The schedule
has been subjected to the auditing  procedures applied in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.



/s/ Arthur Andersen LLP
Arthur Andersen LLP


Chicago, Illinois
June 23, 2000



<PAGE>


                       USF EMPLOYEES' 401K RETIREMENT PLAN


                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                        As of December 31, 1999 and 1998
<TABLE>
<CAPTION>

        <S>                                         <C>                 <C>
                                                   1999                 1998
ASSETS:
    Cash                                          $     -         $     82,304
                                             ------------         ------------
    Investments at fair value (Note 3)-
       Fidelity-
           Managed Income Portfolio             7,912,711            7,220,369
           Retirement Money Market Portfolio   28,568,565           22,268,917
           Blue Chip Growth Fund               49,389,466           38,200,071
           Growth Company Fund                 88,764,629           46,526,666
           Intermediate Bond Fund              15,450,700           14,643,392
           Magellan Fund                       63,299,359           48,119,280
           Asset Manager                        4,104,071            2,969,464
           Equity Income Fund                   8,128,569            8,902,961
       MIP/Real Estate Fund--Real Estate        1,590,895            1,342,636
       USFreightways Common Stock Fund         10,109,876            5,669,356
       Participant loans                        8,010,053            6,315,169
                                             ------------         ------------
                     Total investments        285,328,894          202,178,281
                                             ------------         ------------
              Total Cash and Investments      285,328,894          202,260,585

    Contributions receivable-
       Participant                                801,689              336,252
       Employer                                 1,847,582            1,164,282
                                             ------------         ------------
       Total contributions receivable           2,649,271            1,500,534
                                             ------------         ------------
NET ASSETS AVAILABLE FOR BENEFITS            $287,978,165         $203,761,119
                                             ============         ============

</TABLE>

The  accompanying  notes are an integral part of these statements.


<PAGE>


                       USF EMPLOYEES' 401K RETIREMENT PLAN


             STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>

                <S>                                                              <C>                 <C>
                                                                               1999                 1998
INVESTMENT INCOME:
    Dividend and interest income                                               $17,398,960          $10,639,921
    Net appreciation in fair value of investments (Note 3)
                                                                                50,505,768           23,972,391
                                                                              ------------         ------------
                     Total investment income                                    67,904,728           34,612,312
                                                                              ------------         ------------
CONTRIBUTIONS:
    Participants                                                                20,474,455           17,077,439
    Employer                                                                    10,360,343            7,829,443
                                                                              ------------         ------------
                     Total contributions                                        30,834,798           24,906,882
                                                                              ------------         ------------
OTHER DEDUCTIONS:
    Benefits paid to participants                                              (17,122,686)          (9,829,768)
    Administrative expenses                                                        (42,652)             (59,825)
                                                                              ------------         ------------
                     Total deductions                                          (17,165,338)          (9,889,593)
                                                                              ------------         ------------
    Transfers into the Plan (Note 1)                                             2,642,858            1,272,442
                                                                              ------------         ------------
                     Net change                                                 84,217,046           50,902,043

NET ASSETS AVAILABLE FOR BENEFITS:
    Beginning of year                                                          203,761,119          152,859,076
                                                                              ------------         ------------
    End of year                                                               $287,978,165         $203,761,119
                                                                              ============         ============

</TABLE>

The  accompanying  notes are an integral part of these statements.


<PAGE>


                       USF EMPLOYEES' 401K RETIREMENT PLAN


                   NOTES TO FINANCIAL STATEMENTS AND SCHEDULE

                           December 31, 1999 and 1998



1.    Plan Description

The  following  description  of the USF  Employees'  401K  Retirement  Plan (the
"Plan") is  provided  for  general  information  purposes  only.  More  complete
information regarding the Plan provisions may be found in the Plan document.

General

The  Plan  is  a  defined   contribution   plan   established  by  USFreightways
Corporation,  the  principal  sponsor of the Plan,  under  provisions of Section
401(a) of the Internal Revenue Code ("IRC").  The Plan covers certain  employees
of  USFreightways  Corporation,  as well as certain  employees of the  following
adopting  sponsors of the Plan,  all of which are wholly owned  subsidiaries  of
USFreightways  Corporation:  USF Bestway Inc., USF Logistics Inc., USF Logistics
Services  Inc.,  USF  Distribution  Services  Inc.,  USF Dugan  Inc.,  USF Sales
Corporation,  USF Holland Inc.,  USF Reddaway Inc., USF Red Star Inc., USF Coast
Consolidators Inc., USF Caribbean Services,  USF Worldwide,  Inc., USF Logistics
[IMC] Inc., USF Logistics  [TRICOR] Inc., USF Glen Moore Transport,  Inc., World
Trade Transport of Virginia, Inc. and Daher America, Inc.

During the year, certain subsidiaries of Golden Eagle Group Inc. (Daher America,
Inc. and World Trade Transport of Virginia, Inc.) and USF Glen Moore Transport ,
Inc.  adopted the Plan, and as a result  transferred  all of the trust assets of
their respective predecessor plans of $2,642,858 into the Plan.

Hereafter,  the  principal  and  adopting  sponsors of the Plan are  referred to
collectively  as "the Company" or  individually as "each Company." All employees
of these  subsidiaries  are eligible to participate in the Plan after completing
one  qualifying  year  of  service,  as  defined.  The  Plan is  subject  to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"),  as
amended. Unionized employees are excluded from participating in the Plan if they
have separately bargained for retirement benefits.

Plan Administration

The Plan is  administered  by the USF Plan  Administrative  Committee,  which is
appointed by the Board of  Directors  of the  Company.  Plan assets were held by
Fidelity  Institutional  Retirement Services Company ("Fidelity") as Trustee for
the years ended December 31, 1999 and 1998.

Eligibility

Participants become eligible to enter the plan on January 1, April 1, July 1, or
October 1,  following the date the  participant  completes a qualifying  year of
service.

Contributions

Eligible   employees  can   contribute  an  amount  up  to  15%  of  their  cash
compensation,  as defined by the Plan, subject to certain  limitations under the
IRC.  Each  Company  may  provide a  matching  contribution  and/or  nonelective
contribution subject to group discrimination  limitations.  The Company may also
contribute  a   discretionary   amount.   The  Company  made  no   discretionary
contribution during 1999 and 1998.

Vesting

Participants  are fully vested in their  contributions,  the Company's  matching
and/or nonelective contribution, and plan earnings thereon.

Benefits

Upon termination of service due to death, disability,  retirement,  or financial
hardship,  the  participant or their  beneficiary is entitled to distribution of
his  or  her  account  through  an  elected  distribution  method  made  by  the
participant in accordance with the Plan's provisions.

Participant Accounts

Each participant's account is credited with the participant's contribution, each
Company's  matching  contribution  (if applicable),  each Company's  nonelective
contribution  (if  applicable),  the Company's  discretionary  contribution  (if
applicable), and the Plan's earnings allocation. The allocation of plan earnings
is based on participant  account  balances,  as defined.  The benefit to which a
participant   is  entitled  is  the  benefit  that  can  be  provided  from  the
participant's account.
<PAGE>

Loans to Participants

Subject to such rules and  limitations as may be established  from time to time,
participants  are  allowed  to  borrow  from  employee  deferral  contributions,
rollover  accounts,  or any after-tax  deferrals in their  account  subject to a
limit of the lesser of 50% of their  vested  account  balance,  or $50,000.  The
interest rate on loans is the prime rate reported in The Wall Street  Journal in
effect on the last day of the month preceding the loan request.  Loan repayments
are normally made by payroll  deductions,  generally over a period not to exceed
five years at the  election  of the  participant,  with the  exception  of prime
residence loans, which may be extended over a longer period.

2.    Summary of Significant Accounting Policies

Basis of Accounting

The  accompanying  financial  statements  are  prepared on the accrual  basis of
accounting.  The  preparation  of the financial  statements  in conformity  with
accounting  principles  generally  accepted in the United  States  requires  the
Plan's  management to make  estimates and  assumptions  that affect the reported
amounts of assets and  liabilities,  and  changes  therein,  and  disclosure  of
contingent  assets and  liabilities.  Actual  results  could  differ  from those
estimates.

Income Recognition

Interest  income is recorded as earned on the accrual basis.  Dividend income is
recorded on the ex dividend date.

Investment Valuation

Cash equivalents are stated at cost, which approximates market value. Marketable
securities are stated at fair value.  Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the  year;  investments  traded  in  the  over-the-counter   market  and  listed
securities  for which no sale was  reported on the last day of the Plan year are
valued at the last reported bid price.

Net Appreciation in Fair Value of Investments

Net  realized  and  unrealized  appreciation  (depreciation)  is recorded in the
accompanying  statements of changes in net assets  available for benefits as net
appreciation in fair value of investments.

Administrative Expenses

The  Company  pays  all   administrative   expenses  of  the  Plan,  except  for
administrative fees related to servicing  participant loans, broker fees and the
Real Estate Limited  Partnership fees. The investment income of the trust is net
of any investment advisory fees charged by the managers.

Benefit Payments

Benefits are recorded when paid.

3.    Investments

      The following presents investments that represent 5% or more of the Plan's
net assets:
<TABLE>
<CAPTION>

                <S>                                                                        <C>                 <C>
                                                                                      December 31,         December 31,
                                                                                      1999                 1998
      Fidelity-
         Retirement Money Market Portfolio                                           $28,568,565          $22,268,917
         Blue Chip Growth Fund                                                        49,389,466           38,200,071
         Growth Company Fund                                                          88,764,629           46,526,666
         Intermediate Bond Fund                                                       15,450,700           14,643,392
         Magellan Fund                                                                63,299,359           48,119,280
                                                                                     ===========          ===========
</TABLE>


      During 1999 and 1998, the Plan's investments  appreciated (including gains
      and  losses on  investments  bought and sold,  as well as held  during the
      year) in value as follows:

<TABLE>
<CAPTION>
        <S>                                                                               <C>                   <C>
                                                                                         1999                 1998
      Mutual funds                                                                   $46,666,521          $24,389,191
      Common stock                                                                     3,839,247             (416,800)
                                                                                     -----------          -----------
                        Total                                                        $50,505,768          $23,972,391
                                                                                     ===========          ===========
</TABLE>
<PAGE>
4.    Tax Status

The Plan has received a favorable determination letter from the Internal Revenue
Service dated March 10, 1995,  stating that the Plan is qualified  under Section
401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust is
exempt from tax under  Section  501(a) of the IRC. Once  qualified,  the Plan is
required to operate in  conformity  with the IRC to maintain its  qualification.
The Plan has been amended since  receiving the  determination  letter.  The plan
administrator believes that the Plan is currently designed and is being operated
in compliance with the applicable requirements of the IRC.

5.    Plan Termination

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.

6.    Reconciliation to Form 5500

      The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>

                        <S>                                                             <C>                 <C>
                                                                                             December 31,
                                                                                       1999                 1998
      Net assets available for benefits per the financial statements
                                                                                     $287,978,165          $203,761,119
      Amounts allocated to withdrawing participants                                      (336,669)             (130,582)
                                                                                     ------------          ------------
      Net Assets available for benefits per the
       Form 5500                                                                     $287,641,496          $203,630,537
                                                                                     ============          ============
</TABLE>
      The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>


                <S>                                                                             <C>
                                                                                            Year Ended
                                                                                           Dec.31, 1999
Benefits paid to participants per the financial statements
                                                                                             $17,122,686
Add:  Amounts allocated to withdrawing participants at December 31, 1999
                                                                                                 336,669
Less: Amounts allocated to withdrawing participants at December 31, 1998
                                                                                                (130,582)
                                                                                             -----------
Benefits paid to participants per the Form 5500                                              $17,328,773
                                                                                             ===========
</TABLE>


<PAGE>


                       USF EMPLOYEES' 401K RETIREMENT PLAN


         SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR

                             As of December 31, 1999

          (Employer Identification Number 36-3790696, Plan Number 002)
<TABLE>
<CAPTION>

                <S>                                                                                             <C>


                                                                                                          Current
         Identity of Issuer                            Description of Investment                          Value
*Fidelity Institutional Retirement
    Services                          Managed Income Portfolio                                            $  7,912,711
*Fidelity Institutional Retirement
    Services                          Retirement Money Market Portfolio                                     28,568,565
*Fidelity Institutional Retirement
    Services                          Blue Chip Growth Fund                                                 49,389,466
*Fidelity Institutional Retirement
    Services                          Growth Company Fund                                                   88,764,629
*Fidelity Institutional Retirement
    Services                          Intermediate Bond Fund                                                15,450,700
*Fidelity Institutional Retirement
    Services                          Fidelity Magellan Fund                                                63,299,359
*Fidelity Institutional Retirement
    Services                          Asset Manager                                                          4,104,071
*Fidelity Institutional Retirement
    Services                          Equity Income Fund                                                     8,128,569
*Fidelity Institutional Retirement
    Services                          Real Estate Fund--Real Estate                                          1,590,895
*USFreightways Corporation
                                      USFreightways Corporation common stock                                10,109,876
                                      Participant loans                                                      8,010,053
                                                                                                          ------------
                                                                                                          $285,328,894
                                                                                                          ============
</TABLE>


                               *Party in interest.


The accompanying notes are an integral part of this schedule.