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, 2000 by adding the Annual  Report of the USF
Employees'  401K  Retirement  Plan on Form 11-K for the year ended  December 31,
2000.

     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, 2001





<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, 2000 [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/ Christopher L. Ellis
                              Christopher L. Ellis

                             /s/ Gerard M. Klaisle
                               Gerard M. Klaisle

                              /s/ Stephen G. Dill
                                Stephen G. Dill

                              Date: June 27, 2001
<PAGE>


                      USF EMPLOYEES' 401K RETIREMENT PLAN

                                   FORM 11-K
                      FOR THE YEAR ENDED DECEMBER 31, 2000

                       FINANCIAL STATEMENTS AND SCHEDULES

                           December 31, 2000 and 1999

     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, 2000
 and 1999

-Statements of Changes in Net Assets Available for Benefits for the Years Ended
 December 31, 2000 and 1999

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, 2000

     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, 2000 and
1999, 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 audits provide 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,  2000 and 1999,  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  audits  were 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  supplemental  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 22, 2001
<PAGE>


                      USF EMPLOYEES' 401K RETIREMENT PLAN


                STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                        As of December 31, 2000 and 1999

                                                        2000             1999
ASSETS:


Investments at fair value (Note 3)-


Fidelity Managed Income Portfolio                      $8,410,469      7,912,711
Fidelity Retirement Money Market Portfolio             31,149,660     28,568,565
Fidelity Blue Chip Fund                                46,457,583     49,389,466
Fidelity Growth Company Fund                           91,343,933     88,764,629
Fidelity Intermediate Bond Fund                        16,492,443     15,450,700
USFreightways Corp. Common Stock                        7,421,544     10,109,876
Fidelity Magellan Fund                                 57,651,110     63,299,359
Aetna Real Estate Fund                                    893,389      1,590,895
Fidelity Asset Manager                                  5,052,862      4,104,071
Fidelity Equity Income Fund                             8,851,319      8,128,569
Participant loans                                       9,383,792      8,010,053
                                                      ----------  --------------
Total investments                                     283,108,104    285,328,894
                                                      -----------  -------------
Receivables-


Participant contributions                                 599,272        801,689
Company contributions                                   2,226,677      1,847,582
                                                      -----------  -------------
Total contributions receivable                          2,825,949      2,649,271
                                                      -----------  -------------
NET ASSETS AVAILABLE FOR BENEFITS                    $285,934,053   $287,978,165
                                                     ============   ============
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, 2000 and 1999

                                                        2000           1999
INVESTMENT INCOME:


Dividend and interest income                       $  18,087,875  $ 17,398,960
Net (depreciation) appreciation in fair
value of investments (Note 3)                        (35,606,894)   50,505,768
                                                   --------------   ------------
Total investment (loss) income                       (17,519,019)   67,904,728
                                                   --------------   ------------
CONTRIBUTIONS:

Participants                                          21,618,266     20,474,455
Company                                               10,319,755     10,360,343
                                                    -------------  -------------
Total contributions                                   31,938,021     30,834,798
                                                    -------------  -------------
OTHER DEDUCTIONS:


Benefits paid to participants                        (16,679,028)   (17,122,686)
Administrative expenses                                  (49,790)       (42,652)
                                                    -------------  -------------
Total deductions                                     (16,728,818)   (17,165,338)
                                                    -------------  -------------
Transfers into the Plan (Note 1)                         265,704      2,642,858
                                                    -------------  -------------
Net change                                            (2,044,112)    84,217,046
                                                    -------------  -------------
NET ASSETS AVAILABLE FOR BENEFITS:


Beginning of year                                    287,978,165    203,761,119
                                                    ------------  --------------
End of year                                         $285,934,053   $287,978,165
                                                    ============   =============
        The accompanying notes are an integral part of these statements.
<PAGE>


                      USF EMPLOYEES' 401K RETIREMENT PLAN


                   NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
                           December 31, 2000 and 1999


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,  Inc.,  USF  Worldwide,  Inc., USF
Logistics (IMC) Inc., USF Glen Moore Inc., and World Trade Transport of Virginia
Inc.

     In December 1999 USF Seko  Worldwide  Inc.  merged into USF Worldwide  Inc.
(formerly named Daher America Inc.).  During 2000, USF Caribbean  Services Inc.,
USF Coast  Consolidators  Inc.  and  Golden  Eagle  Group Inc.  merged  into USF
Worldwide Inc. and USF Logistics  (TRICOR) Inc.  merged into USF Logistics (IMC)
Inc.

     During 2000, USF Distribution Services of Texas, Inc. adopted the Plan, and
as a result,  transferred  all of the trust  assets of its  predecessor  plan of
$265,704 into the Plan.

     During 1999, 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.
<PAGE>


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, 2000 and 1999.

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
contributions during 2000 and 1999.

Vesting

     Participants  are fully  vested at all  times 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.

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 principal
residence loans, which may be extended over a longer period.
<PAGE>


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.
<PAGE>


3.INVESTMENTS
   The following presents investments that represent 5% or more of the Plan's
   net assets:

                                                             December 31
                                                        2000              1999
Fidelity Retirement Money Market Portfolio           $31,149,660     $28,568,565
Fidelity Blue Chip Growth Fund                        46,457,583      49,389,466
Fidelity Growth Company Fund                          91,343,933      88,764,629
Fidelity Intermediate Bond Fund                       16,492,443      15,450,700
Fidelity Magellan Fund                                57,651,110      63,299,359
                                                     ===========       =========

     During  2000 and 1999,  the Plan's  investments  appreciated  (depreciated)
(including  gains and losses on  investments  bought  and sold,  as well as held
during the year) in value as follows:


                                                       2000               1999

Mutual funds                                        $(32,032,160)    $46,666,521
Common stock                                          (3,574,734)      3,839,247
                                                    -------------     ----------
Total                                               $(35,606,894)    $50,505,768
                                                    ============     ===========

     The Plan provides for  investments  in mutual funds,  common stock that, in
general, are exposed to various risks, such as interest rate, credit and overall
market  volatility  risks.  Due to the  level of risk  associated  with  certain
investment  securities,  it is reasonably possible that changes in the values of
investment  securities  will occur in the near term and that such changes  could
materially affect the amounts reported in the statements of net assets available
for benefits.

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.
<PAGE>


6.RECONCILIATION TO FORM 5500

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

                                                           December 31
                                                       2000           1999
Net assets available for benefits per the
financial statements                               $285,934,053   $287,978,165
Amounts allocated to withdrawing participants              -          (336,669)
                                                   ------------    ------------
Net assets available for benefits
per the Form 5500                                  $285,934,053    $287,641,496
                                                   ============    ============

     The following is a reconciliation  of benefits paid to participants per the
financial statements to the Form 5500:
                                                        Year Ended
                                                        Dec.31,2000

Benefits paid to participants per the
financial statements                                    $(16,679,028)

Add- Amounts allocated to withdrawing
participants at December 31, 2000                                -

Less- Amounts allocated to withdrawing
participants at December 31, 1999                           (336,669)
                                                         ------------
Benefits paid to participants per the Form 5500         $(16,342,359)
                                                         ===========

7.SUBSEQUENT EVENTS

     Effective January 1, 2001, employees will be eligible to participate in the
Plan after  completing 90 days of service from date of hire and having worked at
least  250  hours  within  that  period.   Furthermore,   the  maximum  employee
contribution percentage is increased from 15% to 20%.
USF EMPLOYEES' 401K RETIREMENT PLAN

<PAGE>


                     SCHEDULE OF ASSETS HELD FOR INVESTMENT
                            PURPOSES AT END OF YEAR
                            As of December 31, 2000
          (Employer Identification Number 36-3790696, Plan Number 002)


                                                                       Current
Identity of Issuer              Description of Investment               Value

*Fidelity Institutional
 Retirement Services      Fidelity Managed Income Portfolio       $  8,410,469

*Fidelity Institutional
Retirement Services      Fidelity Retirement Money Market Portfolio 31,149,660

*Fidelity Institutional
Retirement Services      Fidelity Blue Chip Fund                    46,457,583

*Fidelity Institutional
Retirement Services      Fidelity Growth Company Fund               91,343,933

*Fidelity Institutional
Retirement Services      Fidelity Intermediate Bond Fund            16,492,443

*USFreightways Corp.     USFreightways Corp. Common Stock            7,421,544

*Fidelity Institutional
Retirement Services      Fidelity Magellan Fund                     57,651,110

*Fidelity Institutional
Retirement Services      Aetna Real Estate Fund                        893,389

*Fidelity Institutional
Retirement Services      Fidelity Asset Manager                      5,052,862

*Fidelity Institutional
Retirement Services      Fidelity Equity Income Fund                 8,851,319

*Fidelity Institutional
Retirement Services     Participant loans (interest rate
                         varies between 6.00% and 10.50%)            9,383,792
                                                                   ------------
                                                                  $283,108,104
                                                                  ============
*Party in interest.
The accompanying notes are an integral part of this schedule.



<PAGE>


                                   EXHIBIT 23
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
of our report  dated June 22,  2001,  included  in this Form 11-K,  into the USF
Employees' 401K Retirement Plan's previously filed  Registration  Statement File
No. 33-57634 dated January 28, 1993.



/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
June 22, 2001