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 29, 1997

                              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.)

First Shelton Place, 1000 Bridgeport Avenue, Shelton, Connecticut          
                 (Address of principal executive offices)                      

                                   06484-0898
                                   (Zip Code)

                                 (203) 925-2900
             (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 May 8, 1997 was 12,616,833.








                                    PART I

                            FINANCIAL INFORMATION


                        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 29, 1997 
are not necessarily indicative of the results that may be expected for the 
entire fiscal year ending December 27, 1997.

     These interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
1996 Annual Report on Form 10-K.


                                    Index


Item 1
    
Consolidated Balance Sheets as of March 29, 1997
  and December 28, 1996 ................................................ Page 3

Consolidated Statements of Income for the Thirteen Weeks 
  Ended March 29, 1997 and March 30, 1996 .............................. Page 4

Consolidated Statements of Cash Flows for the Thirteen Weeks
  Ended March 29, 1997 and March 30, 1996 .............................. Page 5

Consolidated Statement of Changes in Shareholders'
  Equity for the Thirteen Weeks Ended March 29, 1997 ................... Page 6

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

Item 2

Management's Discussion and Analysis of 
  Financial Condition and Results of Operations......................... Page 8










                                          2




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




                                                                   March 29,      December 28,
                                                                     1997             1996
                                                                 -------------    ------------
ASSETS
                                                                             
Current assets:
   Cash                                                            $   8,022      $     4,187
   Trade accounts receivable, less allowance of $6,496               157,992          176,892
      and $6,526
   Other receivables, including advances to independent
      contractors, less allowance of $4,551 and $4,390                16,057           10,740
   Inventories                                                         1,522            1,785
   Prepaid expenses and other current assets                           8,987            7,319
                                                                   ----------     -----------
                    Total current assets                             192,580          200,923
                                                                   ----------     -----------
Operating property, less accumulated depreciation
   and amortization of $49,422 and $50,223                           100,307          105,564
Goodwill, less accumulated amortization of $7,520 and $7,087          54,693           55,126
Deferred income taxes and other assets                                 8,406            9,188
                                                                   ----------     -----------
Total assets                                                       $ 355,986      $   370,801
                                                                   ==========     ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Cash overdraft                                                  $   8,187      $    13,488
   Accounts payable                                                   49,420           39,901
   Current maturities of long-term debt                               20,568           23,241
   Estimated insurance claims                                         26,477           25,328
   Other current liabilities                                          29,335           28,312
                                                                   ----------     -----------
                    Total current liabilities                        133,987          130,270
                                                                   ----------     -----------
Long-term debt, excluding current maturities                          48,941           67,155
Estimated insurance claims                                            26,340           25,819

Shareholders' equity:
   Common stock, $.01 par value, authorized 20,000,000
      shares, issued 12,889,874 shares and 12,882,874 shares              129             129
   Additional paid-in capital                                          61,886          61,740
   Retained earnings                                                   90,660          87,655
   Cost of 273,041 and 94,041 shares of common stock in treasury       (5,957)         (1,967)
                                                                   ----------     -----------
                    Total shareholders' equity                        146,718         147,557
                                                                   ----------     -----------
Total liabilities and shareholders' equity                         $  355,986     $   370,801
                                                                   ==========     ===========
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 29,    March 30,
                                                                         1997        1996   
                                                                     ----------   ----------
                                                                                   
Revenue                                                              $  305,558   $  295,477
Costs and expenses:
    Purchased transportation                                            215,122      200,213
    Drivers' wages and benefits                                           8,145       11,505
    Fuel and other operating costs                                       13,163       17,778
    Insurance and claims                                                  9,331        9,797
    Commissions to agents and brokers                                    22,719       18,767
    Selling, general and administrative                                  24,166       24,070
    Depreciation and amortization                                         5,114        6,014
    Restructuring costs                                                   1,179
                                                                     ----------   ----------
         Total costs and expenses                                       298,939      288,144
                                                                     ----------   ----------
Operating income                                                          6,619        7,333
Interest and debt expense, net                                            1,439        1,922
                                                                     ----------   ----------
Income before income taxes                                                5,180        5,411
Income taxes                                                              2,175        2,257
                                                                     ----------   ----------
Net income                                                           $    3,005   $    3,154
                                                                     ==========   ==========
Earnings per share                                                   $     0.24   $     0.25
                                                                     ==========   ==========
Average number of common shares outstanding                          12,726,000   12,779,000
                                                                     ==========   ==========

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 29,      March 30,
                                                                       1997           1996
                                                                   -----------     -----------
                                                                                     
OPERATING ACTIVITIES
     Net income                                                    $    3,005      $    3,154
     Adjustments to reconcile net income to net cash provided
        by operating activities:
          Depreciation and amortization of operating property           4,579           5,479
          Amortization of goodwill and non-competition agreements         535             535
          Non-cash interest charges                                        66              66
          Provisions for losses on trade and other accounts
               receivable                                                 622             811
          Gains on sales of operating property                           (762)         (1,132)
          Deferred income taxes, net                                       76              58
          Changes in operating assets and liabilities:
                 Decrease (increase) in trade and other
                     accounts receivable                               12,961          (7,519)
                 Decrease (increase) in inventories,
                     prepaid expenses and other assets                   (867)            182 
                 Increase in accounts payable and
                     other liabilities                                 10,542           4,681
                 Increase in estimated insurance claims                 1,670             847
                                                                   -----------     -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                              32,427           7,162
                                                                   -----------     -----------
INVESTING ACTIVITIES
     Purchases of operating property                                   (4,289)         (2,178)
     Proceeds from sales of operating property                          5,729           3,260
                                                                   -----------     -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                               1,440           1,082 
                                                                   -----------     -----------
FINANCING ACTIVITIES
     Borrowings under revolving credit facility                                         7,000
     Decrease in cash overdraft                                        (5,301)         (4,110)
     Proceeds from exercise of stock options and
       related income tax benefit                                         146              37
     Purchases of common stock                                         (3,990)
     Principal payments on long-term debt and capital lease
        obligations                                                   (20,887)         (9,949)
                                                                   -----------     -----------
NET CASH USED BY FINANCING ACTIVITIES                                 (30,032)         (7,022)
                                                                   -----------     -----------
Increase in cash                                                        3,835           1,222 
Cash at beginning of period                                             4,187           3,415
                                                                   -----------     -----------
Cash at end of period                                              $    8,022      $    4,637
                                                                   ===========     ===========
See accompanying notes to consolidated financial statements.
                                          5


                                  LANDSTAR SYSTEM, INC. AND SUBSIDIARY
                                   CONSOLIDATED STATEMENT OF CHANGES
                                       IN SHAREHOLDERS' EQUITY
                                    Thirteen Weeks Ended March 29, 1997
                                          (Dollars in thousands)
                                                (Unaudited)



                                                                  Treasury Stock
                                Common Stock   Additional            at Cost
                            ------------------  Paid-In  Retained ----------------
                              Shares    Amount  Capital  Earnings  Shares  Amount    Total
                            ---------- ------- --------- -------- -------- -------  ---------

                                                                   
Balance December 28, 1996   12,882,874 $  129   $61,740  $87,655   94,041  $(1,967) $147,557

Purchases of common stock                                         179,000   (3,990)   (3,990)

Exercise of stock options
  and related income tax
   benefit                       7,000              146                                  146

Net income                                                 3,005                       3,005
                            ---------- -------  -------- -------- -------- -------- ---------

Balance March 29, 1997      12,889,874 $  129   $61,886  $90,660  273,041  $(5,957) $146,718
                            ========== =======  ======== ======== ======== ======== =========

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".


(1)   Income Taxes

      The provisions for income taxes for both the 1997 and 1996
      thirteen week periods were based on an estimated combined
      full year effective income tax rate of approximately 42%,
      which is 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 share amounts were based on the weighted average
      number of common shares outstanding.

(3)   Additional Cash Flow Information

      During the 1997 period, Landstar paid income taxes and
      interest of $813,000 and $1,719,000, respectively, and
      did not acquire any property by entering into capital leases.
      During the 1996 period, Landstar paid income taxes and
      interest of $1,688,000 and $1,795,000, respectively, and
      acquired operating property by entering into capital leases
      in the amount of $8,659,000.

(4)   Commitments and Contingencies

      At March 29, 1997, Landstar had commitments for letters of
      credit outstanding in the amount of $21,469,000, primarily as
      collateral for estimated insurance claims.

      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.


                                          7


                                                                            
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 28, 1996 and
Management's Discussion and Analysis of Financial Condition and
Results of Operations, included in the 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 provides truckload transportation, intermodal
transportation services, expedited air and surface transportation and contract
logistics services.

The Company provides truckload and expedited surface transportation through
independent contractors, and to a lesser extent company-owned equipment driven
by company-employed drivers. The Company's intermodal and expedited air
transportation services primarily involve arranging for the movement of
customer's goods by a combination of rail or air and truck.  Both the railroads
and air cargo carriers used by the Company in its intermodal and expedited air
operations are independent contractors.  Contract logistics services include
single source alternatives, truck brokerage and other transportation solutions
for large customers.  The Company markets its transportation services and
provides local operating support primarily through a network of independent
commission sales agents.

A significant portion of the Company's operating costs vary directly with
revenue which is attributable to the use of independent contractors and
independent commission sales agents.  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 operations.  Purchased transportation for the intermodal and expedited
air operations is based on a contractually agreed-upon fixed rate. Purchased
transportation as a percentage of revenue for the intermodal operations is
normally higher than that of Landstar's other transportation services.
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 and brokers
are primarily based on contractually agreed upon percentages of revenue or 
contractually agreed upon percentages of gross profit. Commissions to agents 
and brokers as a percentage of consolidated revenue will vary directly with the
revenue generated through independent commission sales agents.  Both purchased
transportation and commissions to agents and brokers 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 intermodal
operations or expedited air operations or through company-employed drivers.

Drivers' wages and benefits represent the amount Landstar employee drivers
are compensated.  Employee drivers are compensated primarily on a cents per
                                          8


mile driven basis.  Drivers' wages and benefits as a percentage of consolidated
revenue generally will vary only if there is a change in the revenue 
contribution generated through independent contractors or a change in 
Landstar's rate of employee driver pay or benefit structure.

The Company's intention is to continue its expansion of truckload
capacity provided by independent contractors and to reduce its 
truckload capacity provided by company-owned equipment and company-
employed drivers.  It is also the Company's intention to favor independent
commission sales agent locations over company-owned and operated locations.
Historically, the intermodal operations and a portion of the company-owned
equipment operations have principally utilized a company employee sales
structure and to a lesser degree, independent commission sales agents.  During
1996, management completed the process of converting the majority of the
company-owned sales locations to independent commission sales agent locations.
Accordingly, purchased transportation and commissions to agents and brokers are
anticipated to increase as a percentage of total consolidated revenue and
drivers' wages and benefits are anticipated to decline as a percentage of total
consolidated revenue over time.

Potential liability associated with accidents in the trucking
industry is severe and occurrences are unpredictable.  The industry
is also subject to substantial workers' compensation expense.  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.

The cost of fuel, including fuel taxes, is the largest component of fuel 
and other operating costs.  Changes in prevailing prices of fuel or increases
in fuel taxes can significantly affect the operating results of the company-
owned equipment operations.  Also included in fuel and other operating costs 
are costs of equipment maintenance paid to third parties and the operating 
costs of Company terminals.  Effective August 1, 1996, Landstar closed all but
one of its Company terminals, including those that had functioned as Landstar 
Centers.  The closings were part of the Company's strategy to reduce its fixed 
cost elements.

Employee compensation and benefits account for more than half of the Company's
selling, general and administrative expense.  Other significant components of
selling, general and administrative expense are data processing expense,
communications costs and rent expense.











                                          9






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



                                                                    Thirteen Weeks Ended
                                                                   -----------------------
                                                                   March 29,     March 30,
                                                                      1997         1996
                                                                   ----------   ----------
                                                                                 
Revenue                                                               100.0%       100.0%

Costs and expenses:
    Purchased transportation                                           70.4%        67.8%
    Drivers' wages and benefits                                         2.7%         3.9%
    Fuel and other operating costs                                      4.3%         6.0%
    Insurance and claims                                                3.0%         3.3%
    Commissions to agents and brokers                                   7.4%         6.4%
    Selling, general and administrative                                 7.9%         8.1%
    Depreciation and amortization                                       1.7%         2.0%
    Restructuring costs                                                 0.4%           -  
                                                                     -------      -------
            Total costs and expenses                                   97.8%        97.5%
                                                                      -------      -------
Operating income                                                        2.2%         2.5%
Interest and debt expense, net                                          0.5%         0.7%
                                                                      -------      -------
Income before income taxes                                              1.7%         1.8%
Income taxes                                                            0.7%         0.7%
                                                                      -------      -------
Net income                                                              1.0%         1.1%
                                                                      =======      =======


THIRTEEN WEEKS ENDED MARCH 29, 1997 COMPARED TO THIRTEEN WEEKS
ENDED MARCH 30, 1996

Revenue for the 1997 thirteen week period was $305,558,000, an
increase of $10,081,000, or 3.4%, over the 1996 thirteen week
period.  The increase was primarily attributable to an increase in
revenue per revenue mile (price) of approximately 4%, which reflected improved
freight quality.  An increase in revenue miles (volume) generated through
independent contractors was offset by a decline in revenue miles generated
through company-owned equipment, which reflected a planned reduction in
company-owned tractors.  In the 1997 period, revenue generated through
independent contractors, including railroads and air cargo carriers, was 92.9%
of total consolidated revenue compared with 88.7% in the 1996 period.

Purchased transportation was 70.4% of revenue in 1997 compared
with 67.8% in 1996.  Drivers' wages and benefits were 2.7% of revenue in 1997
compared with 3.9% in 1996.  Fuel and other operating costs were 4.3% of 
revenue in 1997 compared with 6.0% in 1996.  The increase in purchased 
transportation and decrease in drivers' wages and benefits and fuel and other 
operating costs as a percentage of revenue was primarily attributable to an 
increase in the percentage of revenue generated through independent contractors
which reflected the reduction in company-owned equipment in accordance with a
previously announced restructuring plan.
                                         10

The decrease in fuel and other operating costs as a percentage of revenue was 
also attributable to reduced terminal and maintenance costs, partially offset 
by increased trailer costs.  Insurance and claims were 3.0% of revenue in 1997
compared with 3.3% in 1996.  The favorable variance to prior year was primarily
due to lower third party premiums.  Commissions to agents and brokers were 7.4%
of revenue in 1997 compared with 6.4% in 1996, primarily due to an increased
percentage of revenue generated through independent commission sales agents, 
which reflected the conversion of company-owned sales locations to independent
commission sales agent locations.  Selling, general and administrative costs 
were 7.9% of revenue in 1997 compared with 8.1% of revenue in 1996, primarily 
due to increased revenue, partially offset by an increased provision for
bonuses under the Company's management incentive compensation plan.

Depreciation and amortization was 1.7% of revenue in 1997 compared with 2.0%
in 1996, primarily due to a decrease in the number of company-owned tractors.

During the fourth quarter of 1996, the Company announced a plan to 
restructure its Landstar T.L.C., Inc. ("Landstar T.L.C.") and Landstar Poole,
Inc. ("Landstar Poole") operations, in addition to the relocation of its 
Shelton, Connecticut corporate office headquarters to Jacksonville, Florida in
the second quarter of 1997.  The Landstar Poole restructuring plan included the
transfer of the variable cost business component of Landstar Poole to Landstar
Ranger, Inc. and the disposal of 175 company-owned tractors.  The Landstar
T.L.C. restructuring plan included the merger of Landstar T.L.C. into Landstar
Inway, Inc. and the disposal of all the company-owned tractors.  During the
first quarter of 1997, the Company incurred $1,179,000 of such restructuring
costs.

The provisions for income taxes for both the 1997 and 1996 thirteen week 
periods were both based on an estimated full year combined effective income 
tax rate of approximately 42%, which is 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.

Net income was $3,005,000, or $0.24 per share, in the 1997 period,
compared with $3,154,000, or $0.25 per share, in the 1996 period.  Excluding
restructuring costs, 1997 net income would have been $3,689,000, or $0.29 per 
share.

CAPITAL RESOURCES AND LIQUIDITY

Shareholders' equity decreased to $146,718,000 at March 29, 1997, compared with
$147,557,000 at December 28, 1996, which reflected the repurchase of 179,000
shares of common stock, at an aggregate cost of $3,990,000, partially offset by
the net income for the period.  However, shareholders' equity increased to
67.9% of total capitalization at March 29, 1997 compared with 62.0% at
December 28, 1996, as a result of reduced borrowings on the acquisition line of
the senior credit facility and reduced capital lease obligations.

Working capital and the ratio of current assets to current
liabilities were $58,593,000 and 1.44 to 1, respectively, at March
29, 1997, compared with $70,653,000 and 1.54 to 1, respectively, at
December 28, 1996.  Landstar has historically operated with a current
ratio of approximately 1.5 to 1.  Cash provided by operating activities was
$32,427,000 in the 1997 thirteen week period compared with $7,162,000 in the
1996 thirteen week period.  The increase in cash flow provided by operating


                                         11

activities was primarily attributable to the timing of cash collections and
payments.  During the 1997 thirteen week period, Landstar purchased $4,289,000
of operating property and did not acquire any operating property by entering 
into capital leases.  Landstar plans to acquire approximately $10,700,000 of 
operating property during the remainder of fiscal year 1997 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.

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.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("FAS") No. 128, "Earnings per Share."  This
statement, effective for financial statements issued for periods ending after 
December 15, 1997, replaces the presentation of primary earnings per share, 
currently required under Accounting Principals Board Opinion 15 "Earnings
Per Share" ("APB 15"), with a presentation of basic earnings per share.  
Basic earnings per share excludes dilution and is computed by dividing income 
available to common shareholders by the weighted average number of common 
shares outstanding for the period.  FAS No. 128 also requires the dual 
presentation of basic earnings per share and diluted earnings per share on the 
face of the income statement.  Management believes that, upon the adoption of 
this statement, basic earnings per share will not differ from primary earnings 
per share calculated in accordance with APB 15 and diluted earnings per share 
will not be materially different from the basic earnings per share given the 
current market value of the Company's common stock and the current structure 
of its stock compensation plans.

                            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.
                                         
















                                         12

                                    PART II

                                     OTHER INFORMATION

Item 1.  Legal Proceedings

In response to a breach of contract suit filed in January 1988 by Landstar 
Gemini in the Circuit Court, County of Genesee, in the state of Michigan 
against Vicki and Kevin Cresson, individually and doing business as V&C 
Trucking (the "Defendants"), the Defendants, who are former agents and 
independent contractors of Landstar Gemini, have asserted breach of 
contract, tort and state antitrust law counterclaims against Landstar 
Gemini and other parties, including EnviroSource, Landstar, Landstar 
Ranger and John B. Bowron, a director and executive officer of the Company.
Defendants have claimed approximately $7,500,000 in actual damages 
(subject to trebling) as well as punitive damages.

On October 24, 1996, the court rendered an opinion on the parties' cross-
motions for summary judgment.  The court granted Landstar Gemini's motion 
for summary judgment in its entirety and denied Defendants motion for 
summary judgment in its entirety.  The court also granted Landstar Gemini's 
request for costs and reasonable attorney's fees.  Defendants have appealed 
the judge's decision, which to date, have been denied.  Further appeals may 
ensue at the close of the actions brought by Landstar Gemini which remain
pending.  The Company, believing that its defenses are and will continue to
be deemed good and meritorious, will vigorously contest any such appeal.
Although a trial in this matter is now considerably less likely in light of the
judges favorable rulings, any such trial would not likely occur before 1998.

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

Item 5.  Other Information

None.

                                         



                                         13





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

         No reports on Form 8-K were filed by the Registrant during the
         thirteen week period ended March 29, 1997.


                              EXHIBIT INDEX

Registrant's Commission File No.: 0-21238

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

    (4)            Instruments defining the rights of security holders, 
                   including indentures:

         (4.1)*    Amendment, dated February 28, 1997, to the Credit
                   Agreement, dated October 7, 1994, among Landstar System
                   Holdings, Inc., Landstar System, Inc., the lenders
                   named therein, and Chase Manhattan Bank, as agent.

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

        (11.1)*   Statement re: Computation of Per Share Earnings for the
                  Thirteen Weeks ended March 29, 1997 and March 30, 1996.

(27)           Statement re: Financial Data Schedule:

        (27  )*   Statement re: Financial Data Schedule

__________________
* Filed herewith












                                         



                                         14



                                     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 8, 1997                     Henry H. Gerkens
                                          ----------------------------
                                          Henry H. Gerkens
                                          Executive Vice President and
                                          Chief Financial Officer;
                                          Principal Financial Officer



Date:     May 8, 1997                     Robert C. LaRose
                                          ----------------------------
                                          Robert C. LaRose
                                          Vice President Finance and Treasurer;
                                          Principal Accounting Officer