UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

                                FORM 10-Q

(Mark One)
[  X  ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

For the quarterly period ended March 31, 2001

                              or

[     ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

For the transition period from _________________ to _____________________

Commission File Number: 0-21238

                             LANDSTAR SYSTEM, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                       06-1313069
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                     Identification No.)

              13410 Sutton Park Drive South, Jacksonville, Florida
                 (Address of principal executive offices)

                                     32224
                                   (Zip Code)

                                 (904) 398-9400
             (Registrant's telephone number, including area code)

                                      N/A
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                             Yes  (  X  )      No  (    )

The number of shares of the registrant's Common Stock, par value $.01 per
share, outstanding as of the close of business on April 27, 2001 was
8,518,533.







                                    PART I

                            FINANCIAL INFORMATION

                                    Index


                                    Item 1

Consolidated Balance Sheets as of March 31, 2001
  and December 30, 2000 ............................................... Page 3

Consolidated Statements of Income for the Thirteen Weeks
  Ended March 31, 2001 and March 25, 2000 .........................     Page 4

Consolidated Statements of Cash Flows for the Thirteen Weeks
  Ended March 31, 2001 and March 25, 2000 .........................     Page 5

Consolidated Statement of Changes in Shareholders'
  Equity for the Thirteen Weeks Ended March 31, 2001 .................. Page 6

Notes to Consolidated Financial Statements............................. Page 7

                                    Item 2

Management's Discussion and Analysis of
  Financial Condition and Results of Operations........................ Page 9

                                    Item 3

Quantitative and Qualitative Disclosures About Market Risk............. Page 14


Item 1.  Financial Statements

     The interim consolidated financial statements contained herein reflect
all adjustments (all of a normal, recurring nature) which, in the opinion of
management, are necessary for a fair statement of the financial condition,
results of operations, cash flows and changes in shareholders' equity
for the periods presented. They have been prepared in accordance with Rule
10-01 of Regulation S-X and do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Operating results for the thirteen weeks ended March 31, 2001
are not necessarily indicative of the results that may be expected for the
entire fiscal year ending December 29, 2001.

     These interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
2000 Annual Report on Form 10-K.









                                       2




                         LANDSTAR SYSTEM, INC. AND SUBSIDIARY
                              CONSOLIDATED BALANCE SHEETS
                   (Dollars in thousands, except per share amounts)
                                     (Unaudited)


                                                                    March 31,         Dec 30,
                                                                         2001            2000
                                                                   ----------    ------------
ASSETS
                                                                            
Current assets:
   Cash                                                            $   27,845     $    32,926
   Short-term investments                                               3,017           1,500
   Trade accounts receivable, less allowance of $4,521
      and $4,450                                                      187,082         195,398
   Other receivables, including advances to independent
      contractors, less allowance of $6,102 and $5,089                 17,913          13,122
   Prepaid expenses and other current assets                            4,718           6,062
                                                                   ----------     -----------
          Total current assets                                        240,575         249,008
                                                                   ----------     -----------
Operating property, less accumulated depreciation
   and amortization of $38,406 and $37,497                             73,967          76,049
Goodwill, less accumulated amortization of $9,297 and $8,993           32,170          32,474
Deferred income taxes and other assets                                  9,542          12,831
                                                                   ----------     -----------
Total assets                                                       $  356,254     $   370,362
                                                                   ==========     ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Cash overdraft                                                  $   15,597     $    17,496
   Accounts payable                                                    60,627          63,002
   Current maturities of long-term debt                                 9,699           9,766
   Insurance claims                                                    21,540          23,364
   Accrued compensation                                                 2,994           8,277
   Other current liabilities                                           33,705          32,385
                                                                   ----------     -----------
          Total current liabilities                                   144,162         154,290
                                                                   ----------     -----------
Long-term debt, excluding current maturities                           74,462          84,877
Insurance claims                                                       21,263          23,336
Shareholders' equity:
   Common stock, $.01 par value, authorized 20,000,000
      shares, issued 13,260,374 and 13,233,874 shares                     133             132
   Additional paid-in capital                                          72,076          71,325
   Retained earnings                                                  223,722         215,368
   Cost of 4,741,841 shares of common stock in
      treasury                                                       (172,727)       (172,727)
   Notes receivable arising from exercise of stock options             (6,837)         (6,239)
                                                                   ----------     -----------
          Total shareholders' equity                                  116,367         107,859
                                                                   ----------     -----------
Total liabilities and shareholders' equity                         $  356,254     $   370,362
                                                                   ==========     ===========
See accompanying notes to consolidated financial statements.

                                       3


                          LANDSTAR SYSTEM, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF INCOME
                    (Dollars in thousands, except per share amounts)
                                     (Unaudited)



                                                    Thirteen Weeks Ended
                                                  -----------------------
                                                   March 31,    March 25,
                                                        2001         2000
                                                  ----------   ----------
                                                          
Revenue                                           $  331,281   $  327,006
Investment income                                      1,056          930

Costs and expenses:
    Purchased transportation                         244,155      240,990
    Commissions to agents                             26,117       25,904
    Other operating costs                              8,103        7,447
    Insurance and claims                               7,803        9,104
    Selling, general and administrative               26,862       25,948
    Depreciation and amortization                      3,490        3,054
                                                  ----------   ----------
         Total costs and expenses                    316,530      312,447
                                                  ----------   ----------
Operating income                                      15,807       15,489
Interest and debt expense                              2,222        1,705
                                                  ----------   ----------
Income before income taxes                            13,585       13,784
Income taxes                                           5,231        5,445
                                                  ----------   ----------
Net income                                        $    8,354   $    8,339
                                                  ==========   ==========
Earnings per common share                         $     0.98   $     0.91
                                                  ==========   ==========
Diluted earnings per share                        $     0.96   $     0.89
                                                  ==========   ==========
Average number of shares outstanding:
     Earnings per common share                     8,512,000    9,169,000
                                                  ==========   ==========
     Diluted earnings per share                    8,730,000    9,371,000
                                                  ==========   ==========
See accompanying notes to consolidated financial statements.







                                       4
















                                  LANDSTAR SYSTEM, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Dollars in thousands)
                                              (Unaudited)


                                                                                    Thirteen Weeks Ended
                                                                                ---------------------------
                                                                                  March 31,       March 25,
                                                                                       2001            2000
                                                                                -----------     -----------
                                                                                          
OPERATING ACTIVITIES
  Net income                                                                    $     8,354     $     8,339
  Adjustments to reconcile net income to net cash provided
       by operating activities:
     Depreciation and amortization of operating property                              3,186           2,750
     Amortization of goodwill                                                           304             304
     Non-cash interest charges                                                           81              81
     Provisions for losses on trade and other accounts receivable                     1,305             270
     Gains on sales of operating property                                              (102)            (46)
     Deferred income taxes, net                                                          68             263
     Changes in operating assets and liabilities:
            Decrease in trade and other accounts receivable                           2,220          22,451
            Decrease (increase) in prepaid expenses and other assets                  2,469          (2,461)
            Decrease in accounts payable                                             (2,375)         (6,138)
            Decrease in other liabilities                                            (3,963)         (5,631)
            Increase (decrease) in insurance claims                                  (3,897)            307
                                                                                -----------     -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                             7,650          20,489
                                                                                -----------     -----------
INVESTING ACTIVITIES
  Maturity of short-term investment                                                     498             500
  Purchases of operating property                                                    (1,309)         (2,304)
  Proceeds from sales of operating property                                             307             187
                                                                                -----------     -----------
NET CASH USED BY INVESTING ACTIVITIES                                                  (504)         (1,617)
                                                                                -----------     -----------
FINANCING ACTIVITIES
  Decrease in cash overdraft                                                         (1,899)         (8,586)
  Borrowings on revolving credit facility                                                            26,500
  Proceeds from exercise of stock options                                               154              79
  Purchases of common stock                                                                         (11,558)
  Principal payments on long-term debt and capital lease obligations                (10,482)         (1,791)
                                                                                -----------     -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                    (12,227)          4,644
                                                                                -----------     -----------
Increase (decrease) in cash                                                          (5,081)         23,516
Cash at beginning of period                                                          32,926          23,721
                                                                                -----------     -----------
Cash at end of period                                                           $    27,845     $    47,237
                                                                                ===========     ===========
See accompanying notes to consolidated financial statements.




                                       5

                                  LANDSTAR SYSTEM, INC. AND SUBSIDIARY
                                   CONSOLIDATED STATEMENT OF CHANGES
                                       IN SHAREHOLDERS' EQUITY
                                 Thirteen Weeks Ended March 31, 2001
                                         (Dollars in thousands)
                                               (Unaudited)


                                                                                                Notes
                                                                     Treasury Stock        Receivable
                                Common Stock   Additional               at Cost          Arising from
                            ------------------  Paid-In  Retained  -------------------    Exercise of
                              Shares   Amount   Capital  Earnings    Shares    Amount   Stock Options      Total
                            ---------- ------- --------- --------- --------- ---------  -------------   ---------

                                                                                
Balance December 30, 2000   13,233,874 $   132 $  71,325 $ 215,368 4,741,841 $(172,727)  $     (6,239)  $ 107,859

Net income                                                   8,354                                          8,354

Exercises of stock options      26,500       1       751                                         (598)        154

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

Balance March 31, 2001      13,260,374 $   133 $  72,076 $ 223,722 4,741,841 $(172,727) $      (6,837)  $ 116,367
                            ========== ======= ========= ========= ========= =========  =============   =========

See accompanying notes to consolidated financial statements.














                                       6













                 LANDSTAR SYSTEM, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)

The consolidated financial statements include the accounts of Landstar System,
Inc. and its subsidiary, Landstar System Holdings, Inc., and reflect all
adjustments (all of a normal, recurring nature) which are, in the opinion of
management, necessary for a fair statement of the results for the periods
presented. The preparation of the consolidated financial statements requires
the use of management's estimates.  Actual results could differ from those
estimates. Landstar System, Inc. and its subsidiary are herein referred to as
"Landstar" or the "Company."

(1) Income Taxes

The provisions for income taxes for the 2001 and 2000 thirteen-week
periods were based on estimated full year combined effective income
tax rates of approximately 38.5% and 39.5%, respectively, which are
higher than the statutory federal income tax rate primarily as a result of
state income taxes, amortization of certain goodwill and the meals and
entertainment exclusion.

(2) Earnings Per Share

Earnings per common share amounts are based on the weighted average number
of common shares outstanding and diluted earnings per share amounts are
based on the weighted average number of common shares outstanding plus
the incremental shares that would have been outstanding upon the assumed
exercise of all dilutive stock options.

(3) Additional Cash Flow Information

During the 2001 period, Landstar paid income taxes and interest of
$354,000 and $2,371,000, respectively. During the 2000 period, Landstar
paid income taxes and interest of $1,549,000 and $1,789,000, respectively.





                                       7


(4)   Segment Information

      The following tables summarize information about Landstar's reportable
      business segments for the thirteen weeks ended March 31, 2001 and
      March 25, 2000 (in thousands):
      
      

      Thirteen Weeks Ended March 31, 2001
      ------------------------------------------

                                   Carrier    Multimodal   Insurance    Other      Total
                                   -------    ----------   ---------    -----      -----
                                                                   
      External revenue          $  263,385   $   61,829   $  6,067               $  331,281
      Investment income                                      1,056                    1,056
      Internal revenue               6,639          482      5,366                   12,487
      Operating income              17,034          586      7,196    $ (9,009)      15,807

      Thirteen Weeks Ended March 25, 2000
      ------------------------------------------

                                   Carrier    Multimodal   Insurance    Other      Total
                                   -------    ----------   ---------    -----      -----
                                                                   
      External revenue          $  255,805   $   65,198   $  6,003               $  327,006
      Investment income                                        930                      930
      Internal revenue               9,080           48      5,203                   14,331
      Operating income              18,712        1,782      4,799    $ (9,804)      15,489



/TABLE>

                                       8


(5)   Commitments and Contingencies

      At March 31, 2001, Landstar had commitments for letters of
      credit outstanding in the amount of $23,804,000, primarily as
      collateral for insurance claims. The commitments for letters of credit
      outstanding included $10,080,000 under the Second Amended and Restated
      Credit Agreement and $13,724,000 secured by assets deposited with a
      financial institution.

      Landstar is involved in certain claims and pending litigation
      arising from the normal conduct of business. Based on the
      knowledge of the facts and, in certain cases, opinions of
      outside counsel, management believes that adequate provisions
      have been made for probable losses with respect to the resolution
      of all claims and pending litigation and that the ultimate outcome,
      after provisions thereof, will not have a material adverse effect
      on the financial condition of Landstar, but could have a material
      effect on the results of operations in a given quarter or year.

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

The following discussion should be read in conjunction with the attached
interim consolidated financial statements and notes thereto, and with the
Company's audited financial statements and notes thereto for the fiscal year
ended December 30, 2000 and Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the 2000 Annual Report to
Shareholders.

                             RESULTS OF OPERATIONS

Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc.
("Landstar" or the "Company"), provide transportation services to a variety
of market niches throughout the United States and to a lesser extent in Canada
and between the United States and Canada and Mexico through its operating
subsidiaries. The Company has three reportable business segments. These are
the carrier, multimodal and insurance segments.

The carrier segment consists of Landstar Ranger, Inc., Landstar Inway, Inc.,
Landstar Ligon, Inc. and Landstar Gemini, Inc. The carrier segment provides
truckload transportation for a wide range of general commodities over irregular
routes with its fleet of dry and specialty vans and unsided trailers, including
flatbed, drop deck and specialty. It also provides short-to-long haul movement
of containers by truck and dedicated power-only truck capacity. The carrier
segment markets its services primarily through independent commission sales
agents and utilizes tractors provided by independent contractors.  The nature
of the carrier segment's business is such that a significant portion of its
operating costs varies directly with revenue.

The multimodal segment is comprised of Landstar Logistics, Inc. and Landstar
Express America, Inc. Transportation services provided by the multimodal
segment include the arrangement of intermodal moves, contract logistics, truck
brokerage and emergency and expedited ground and air freight. The multimodal
segment markets its services through independent commission sales agents and



                                       9

utilizes capacity provided by independent contractors, including railroads and
air cargo carriers. The nature of the multimodal segment's business is such
that a significant portion of its operating costs also varies directly with
revenue.

The insurance segment is comprised of Signature Insurance Company
("Signature"), a wholly-owned offshore insurance subsidiary and Risk Management
Claim Services, Inc. The insurance segment provides risk and claims management
services to Landstar's operating companies. In addition, it reinsures certain
property, casualty and occupational accident risks of certain independent
contractors who have contracted to haul freight for Landstar and provides
certain property and casualty insurance directly to Landstar's operating
subsidiaries.

Purchased transportation represents the amount an independent contractor
is paid to haul freight and is primarily based on a contractually agreed-
upon percentage of revenue generated by the haul for truck capacity provided by
independent contractors. Purchased transportation for the intermodal services
operations and the air freight operations of the multimodal segment is based on
a contractually agreed-upon fixed rate. Purchased transportation as a
percentage of revenue for the intermodal services operations is normally higher
than that of Landstar's other transportation operations. Purchased
transportation is the largest component of costs and expenses and, on a
consolidated basis, increases or decreases in proportion to the revenue
generated through independent contractors. Commissions to agents
are primarily based on contractually agreed-upon percentages of revenue at the
carrier segment and of gross profit at the multimodal segment. Commissions to
agents as a percentage of consolidated revenue will vary directly
with the percentage of consolidated revenue generated through independent
commission sales agents. Both purchased transportation and commissions to
agents generally will also increase or decrease as a percentage of the
Company's consolidated revenue if there is a change in the percentage of
revenue contributed by Signature or by the intermodal services operations or
the air freight operations of the multimodal segment.

Trailer rent and maintenance costs are the largest components of other
operating costs.

Potential liability associated with accidents in the trucking industry is
severe and occurrences are unpredictable. A material increase in the
frequency or severity of accidents or workers' compensation claims or the
unfavorable development of existing claims can be expected to adversely affect
Landstar's operating income. Landstar retains liability up to $1,000,000,
through April 30, 2001 and $5,000,000 thereafter, for each individual property,
casualty and general liability claim, $250,000 for each workers' compensation
claim and $100,000 for each cargo claim.

Employee compensation and benefits account for over half of the Company's
selling, general and administrative expense. Other significant components of
selling, general and administrative expense are communications cost and rent
expense.

Depreciation and amortization primarily relates to depreciation of trailers
and management information services equipment.




                                       10


The following table sets forth the percentage relationships of
income and expense items to revenue for the periods indicated:





                                                     Thirteen Weeks Ended
                                                   ------------------------
                                                    March 31,     March 25,
                                                         2001          2000
                                                   ----------    ----------
                                                          
Revenue                                                100.0%        100.0%
Investment income                                        0.3           0.3

Costs and expenses:
    Purchased transportation                            73.7          73.7
    Commissions to agents                                7.9           7.9
    Other operating costs                                2.4           2.3
    Insurance and claims                                 2.4           2.8
    Selling, general and administrative                  8.1           8.0
    Depreciation and amortization                        1.0           0.9
                                                      -------        ------
            Total costs and expenses                    95.5          95.6
                                                      -------        ------
Operating income                                         4.8           4.7
Interest and debt expense                                0.7           0.5
                                                      -------        ------
Income before income taxes                               4.1           4.2
Income taxes                                             1.6           1.7
                                                      -------        ------
Net income                                               2.5%          2.5%
                                                      =======        ======


THIRTEEN WEEKS ENDED MARCH 31, 2001 COMPARED TO THIRTEEN WEEKS
ENDED MARCH 25, 2000

Revenue for the 2001 thirteen-week period was $331,281,000, an increase of
$4,275,000, or 1.3%, over the 2000 thirteen-week period. The increase was
attributable to increased revenue of $7,580,000 and $64,000 at the carrier and
insurance segments, respectively, partially offset by decreased revenue at the
multimodal segment of $3,369,000. Overall, revenue per revenue mile increased
approximately 3%, which reflected improved freight quality, while revenue
miles were approximately 2% lower than 2000. Investment income at the
insurance segment was $1,056,000 and $930,000 in the 2001 and 2000 periods,
respectively.

Purchased transportation and commissions to agents were 73.7% and 7.9%
of revenue, respectively, in both 2001 and 2000.







                                       11


Other operating costs were 2.4% of revenue in 2001 compared with 2.3% in 2000.
The increase in other operating costs as a percentage of revenue was primarily
due to a higher provision for contractor bad debts and higher net trailer
costs. Insurance and claims were 2.4% of revenue in 2001 compared with 2.8%
in 2000. The decrease in insurance and claims as a percentage of revenue was
primarily attributable to favorable development of prior year claims in 2001
and a decrease in the average severity of accidents. Selling, general and
administrative costs were 8.1% of revenue in 2001 compared with 8.0% of revenue
in 2000. The increase in selling, general and administrative costs as a
percentage of revenue was primarily due to an increased provision for customer
bad debts and increased wages and benefits, partially offset by a lower
provision for bonuses under the management incentive compensation plan and
lower management information services costs. Depreciation and amortization was
1.0% of revenue in 2001 and 0.9% of revenue in 2000. The increase in
depreciation and amortization as a percentage of revenue was due to an increase
in company-owned trailing equipment.

Interest and debt expense was 0.7% and 0.5% of revenue in 2001 and 2000,
respectively. This increase was primarily attributable to the effect of higher
average borrowings on the senior credit facility, which were used to finance a
a portion of the Company's stock repurchase program, and increased capital lease
obligations for trailing equipment.

The provisions for income taxes for the 2001 and 2000 thirteen-week periods
were based on estimated full year combined effective income tax rates of
approximately 38.5% and 39.5%, respectively, which are higher than the
statutory federal income tax rate primarily as a result of state income taxes,
amortization of certain goodwill and the meals and entertainment exclusion.
The decrease in the effective income tax rate was attributable to the
implementation of certain state income tax planning strategies.

Net income was $8,354,000, or $0.98 per common share ($0.96 per diluted
share), in the 2001 period compared with $8,339,000, or $0.91 per common share
($0.89 per diluted share), in the 2000 period.









                                       12


CAPITAL RESOURCES AND LIQUIDITY

Shareholders' equity increased to $116,367,000 at March 31, 2001 compared
with $107,859,000 at December 30, 2000, primarily as a result of net income for
the period. Shareholders' equity was 58% and 53% of total capitalization at
March 31, 2001 and December 30, 2000, respectively.  As of March 31, 2001, the
Company may purchase 500,000 shares of its common stock under its authorized
stock repurchase program.

Working capital and the ratio of current assets to current liabilities were
$96,413,000 and 1.67 to 1, respectively, at March 31, 2001, compared with
$94,718,000 and 1.61 to 1, respectively, at December 30, 2000. Landstar has
historically operated with current ratios approximating 1.5 to 1. Cash
provided by operating activities was $7,650,000 in the 2001 period compared
with $20,489,000 in the 2000 period. The decrease in cash flow provided by
operating activities was primarily attributable to timing of the collection
of accounts receivable. During the 2001 period, Landstar purchased $1,309,000
of operating property. Management anticipates acquiring approximately
$11,000,000 of operating property during the remainder of fiscal year 2001
either by purchase or lease financing.

Management believes that cash flow from operations combined with the Company's
borrowing capacity under its revolving credit agreement will be adequate to
meet Landstar's debt service requirements, fund continued growth, both internal
and through acquisitions, and meet working capital needs.

INFLATION

Management does not believe inflation has had a material impact on the
results of operations or financial condition of Landstar in the past five
years.  However, inflation higher than that experienced in the past five
years might have an adverse effect on the Company's results of operations.









                                       13


FORWARD-LOOKING STATEMENTS

The following is a "safe harbor" statement under the Private Securities
Litigation Reform Act of 1995. Statements contained in this document that are
not based on historical facts are "forward-looking statements." This
Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Form 10-Q statement contain forward-
looking statements, such as statements which relate to Landstar's business
objectives, plans, strategies and expectations. Terms such as "anticipates,"
"believes," "might," "will," the negative thereof and similar expressions
are intended to identify forward-looking statements. Such statements are
subject to uncertainties and risks, including but not limited to; an increase
in the frequency or severity of accidents or workers' compensation claims;
unfavorable development of existing accident claims; a downturn in domestic
economic growth or growth in the transportation sector; and other operational,
financial or legal risks or uncertainties detailed in Landstar's Securities
and Exchange Commission filings from time to time. These risks and
uncertainties could cause actual results or events to differ materially from
historical results or those anticipated. Investors should not place undue
reliance on such forward-looking statements and the Company undertakes no
obligation to publicly update or revise any forward-looking statements.


SEASONALITY

Landstar's operations are subject to seasonal trends common to the
trucking industry.  Results of operations for the quarter ending in
March is typically lower than the quarters ending June, September
and December due to reduced shipments and higher operating costs in
the winter months.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company maintains a credit agreement with a syndicate of banks and The
Chase Manhattan Bank, as the administrative agent, (the "Second Amended and
Restated Credit Agreement") that provides $200,000,000 of borrowing
capacity, consisting of $150,000,000 revolving credit and $50,000,000 revolving
credit to finance acquisitions. Borrowings under the Second Amended and
Restated Credit Agreement bear interest at rates equal to, at the option of
Landstar, either (i) the greatest of (a) the prime rate as publicly announced
from time to time by The Chase Manhattan Bank, (b) the three month CD rate
adjusted for statutory reserves and FDIC assessment costs plus 1% and (c) the
federal funds effective rate plus 1/2%, or, (ii) the rate at the time offered
to The Chase Manhattan Bank in the Eurodollar market for amounts and periods
comparable to the relevant loan plus a margin that is determined based on the
level of the Company's Leverage Ratio, as defined in the Second Amended and
Restated Credit Agreement. There have been no significant changes that would
affect the information provided in Item 7a of the 2000 Annual Report on
Form 10-K regarding quantitative and qualitative disclosures about market risk.







                                       14


                                        PART II

                                     OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is routinely a party to litigation incidental to its business,
primarily involving claims for personal injury and property damage incurred
in the transportation of freight. The Company maintains insurance which covers
liability amounts in excess of retained liabilities from personal injury and
property damages claims.

Item 2.  Changes in Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

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

None.








                                       15



Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         The exhibits listed on the Exhibit Index are filed as part
         of this quarterly report on Form 10-Q.

(b)      Form 8-K

         The Company's Form 8-K filed with the Securities and Exchange
         Commission on February 8, 2001 made comment to a conference
         call held on that same day by the Company.














                                       16


                              EXHIBIT INDEX

Registrant's Commission File No.: 0-21238

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

   (11)           Statement re: Computation of Per Share Earnings:

         11.1 *   Landstar System, Inc. and Subsidiary Calculation of Earnings
                  Per Common Share for the Thirteen Weeks Ended March 31, 2001
                  and March 25, 2000

11.2  *   Landstar System, Inc. and Subsidiary Calculation of Diluted
                  Earnings Per Share for the Thirteen Weeks Ended March 31,
                  2001 and March 25, 2000

   __________________
* Filed herewith














                                       17





                                     SIGNATURES


         Pursuant to the requirements 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.


                                          LANDSTAR SYSTEM, INC.



Date:     May 3, 2001                     Henry H. Gerkens
                                          ----------------------------
                                          Henry H. Gerkens
                                          Executive Vice President and
                                          Chief Financial Officer;
                                          Principal Financial Officer



Date:     May 3, 2001                     Robert C. LaRose
                                          ----------------------------
                                          Robert C. LaRose
                                          Vice President Finance and Treasurer;
                                          Principal Accounting Officer



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