SECURITIES AND EXCHANGE COMMISSION
                          Washington D. C. 20549

                               Form 10-Q/A


    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 0-19791

                            USFREIGHTWAYS CORPORATION
               (Exact name of registrant as specified in its charter)


Delaware                                             36-3790696
(State of Incorporation)                   (IRS Employer Identification No.)

9700 Higgins Road, Rosemont, Illinois                           60018
(Address of principal executive offices)                     (Zip Code)

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

                              Not applicable
     (Former name or former address, if changed since the 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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of April 16, 1997, 25,797,457 shares of common stock were outstanding.


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Item 6.        Exhibits and Reports on Form 8-K.

               (a)  Exhibits
                    1.   Exhibit 27. Financial Data Schedule.

               (b)  Current Reports on Form 8-K were filed:
                    1.   On January 7, 1997 reporting a subsequent litigation
                         matter for the fourth quarter 1996.




                         SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized. Dated the 6th day of May, 1997.


                                   USFREIGHTWAYS CORPORATION

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

                                   By: /s/ Robert S. Owen
                                           --------------
                                           Robert S. Owen
                                           Controller and Principal
                                           Accounting Officer