EXHIBIT 24     


                    USFREIGHTWAYS CORPORATION


                         POWER OF ATTORNEY


     The  undersigned  hereby  constitutes  and appoints  Christopher  L. Ellis,
Robert  S. Owen and  Richard  C.  Pagano,  or each of them,  my true and  lawful
attorneys-in- fact and agents, with full power of substitution, to execute on my
behalf,  individually  and  in all  capacities  as an  officer  or  director  of
USFreighways  Corporation,  an Annual  Report on Form 10-K,  and all  amendments
thereto for the year ended  December  31, 1998,  and to file the same,  with all
exhibits  thereto and any other  documents  in  connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said attorneys-  in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary  to be done to  comply  with all  requirements  of the
Securities and Exchange Commission,  as fully and to all intents and purposes as
each  might or could do in  person,  and the  undersigned  hereby  ratifies  and
confirms  each act that said  attorneys-in-  fact and agents may  lawfully do or
cause to be done by virtue thereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this power of attorney on
the 10th day of March, 1999.

         Signatures                          Title
         ----------                          -----

/s/ John Campbell Carruth                    Chairman of the Board, Chief
    _____________________                    Executive Officer and Director
        John Campbell Carruth


/s/ Robert V. Delaney                        Director
    -----------------
         Robert V. Delaney

/s/ Morley Koffman                           Director
    --------------
         Morley Koffman

/s/ Robert P. Neuschel                       Director
    ------------------
         Robert P. Neuschel

/s/ Anthony J. Paoni                               
    ----------------
         Anthony J. Paoni

/s/ John W. Puth                             Director
    ------------
         John W. Puth

/s/ Neil A. Springer                         Director
    ----------------
         Neil A. Springer

/s/ William N. Weaver, Jr.                   Director
    ----------------------
         William N. Weaver, Jr.