1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM 10-K

(Mark One)

[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1994

                                       OR

[ ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________________ to _______________________

Commission file number 0-12255

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

              Delaware                                    48-0948788  
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

    10777 Barkley, P.O. Box 7563, Overland Park, Kansas           66207   
     (Address of principal executive offices)                   (Zip Code)

     Registrant's telephone number, including area code:  (913) 967-4300

          Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

          Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, $1 Par Value
                        Preferred Stock Purchase Rights
                                (Title of class)

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 aggregate market value of the voting stock held by nonaffiliates of the
registrant at February 28, 1995 was $593,736,208.

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

          Class                              Outstanding at February 28, 1995 
 Common Stock, $1 Par Value                          28,105,856 shares 
          

                      DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into the Form 10-K:
        1)  1994 Annual Report to Shareholders - Parts II and IV
        2)  Proxy Statement dated March 10, 1995 - Part III
   2

                               Yellow Corporation
                                   Form 10-K
                          Year Ended December 31, 1994



                                     Index




                                PART I
                                ------
Item                                                                       Page
- ----                                                                       ----
                                                                    
   1.    Business                                                              3
   2.    Properties                                                            6
   3.    Legal Proceedings                                                     7
   4.    Submission of Matters to a Vote of Security Holders                   7
          Executive Officers of the Registrant (Unnumbered Item)               7

                                PART II
                                -------

   5.    Market for the Registrant's Common Stock and Related
          Stockholder Matters                                                  9
   6.    Selected Financial Data                                               9
   7.    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                  9
   8.    Financial Statements and Supplementary Data                           9
   9.    Disagreements on Accounting and Financial Disclosure                  9

                                PART III
                                --------

  10.    Directors and Executive Officers of the Registrant                   10
  11.    Executive Compensation                                               10
  12.    Security Ownership of Certain Beneficial Owners and                  
          Management                                                          10
  13.    Certain Relationships and Related Transactions                       10

                                PART IV
                                -------

  14.    Exhibits, Financial Statement Schedule and Reports
          on Form 8-K                                                         11

Report of Independent Public Accountants on Financial
 Statement Schedule                                                           13

Financial Statement Schedule                                                  14

Signatures                                                                    15

1994 Annual Report to Shareholders                                        Exhibit (13)

Consent of Independent Public Accountants                                 Exhibit (24)






                                       2
   3

                                     PART I

Item 1.       Business.

(a)    Yellow Corporation and its wholly-owned subsidiaries are collectively
       referred to as "the company".  The company provides transportation
       services primarily to the less-than-truckload (LTL) market throughout
       North America.  There were no material changes in the method of
       conducting business by the company in 1994.  However, in November 1994
       the company acquired Johnson's Freighlines (renamed WestEx), a Phoneix,
       AZ-based regional carrier with annual revenue of approximately $17
       million.  Additionally, the company's subsidiaries expanded
       geographically and improved their service offerings during the year as
       described below.

(b)    The operation of the company is conducted through one predominant
       industry segment, which is the interstate transportation of general
       commodity freight, primarily LTL, by motor vehicle.

(c)    Yellow Corporation is a holding company providing freight transportation
       services through its subsidiaries, Yellow Freight System, Inc.  (Yellow
       Freight), Preston Trucking Company, Inc. (Preston Trucking), Saia Motor
       Freight Line, Inc. (Saia), CSI/Reeves, Inc.  (CSI/Reeves), WestEx, Inc.
       (WestEx), Yellow Logistics Services, Inc. (Yellow Logistics) and Yellow
       Technology Services, Inc. (Yellow Technology).  The company employed an
       average of 33,400 persons in 1994.

       Yellow Freight, the company's principal subsidiary, had operating
       revenue of $2.221 billion in 1994 (77% of the company's total revenue)
       and is based in Overland Park, Kansas.  It is the nation's largest
       provider of LTL transportation services with direct service to over
       35,000 points in all 50 states, Puerto Rico, Canada and Mexico.  Yellow
       Freight services Europe via an alliance with The Royal Frans Maas Group
       based in the Netherlands.

       Preston Trucking is primarily a regional LTL carrier serving the
       Northeast and upper Midwest markets of the United States.  Preston
       Trucking had operating revenue of $417 million in 1994 (15% of the
       company's total revenue) and is headquartered in Preston, Maryland.

       Saia is a regional LTL carrier that provides overnight and second-day
       service in nine Southeastern states.  It had operating revenue of $138
       million in 1994 and is based in Houma, Louisiana.  Effective January 1,
       1995, Smalley Transportation Company (Smalley), an affiliated company,
       was merged into Saia.  Smalley was a regional carrier providing service
       to customers in Georgia and throughout Florida, with operating revenue
       of $40 million in 1994.

       CSI/Reeves is in the business of transporting, warehousing and
       distributing carpet and related products.  It had operating revenue of
       $36 million in 1994 and is based in Calhoun, Georgia.

       WestEx, formerly Johnson's Freightlines, was acquired in November 1994.
       This regional LTL carrier provides mostly overnight service to the
       states of Arizona, New Mexico and parts of Texas and Nevada and is based
       in Phoenix, Arizonia.

       Yellow Logistics offers integrated logistics management services
       including transportation management, warehousing, information systems,
       distribution, package design and testing.  Its headquarters are in
       Overland Park, Kansas.


                                       3
   4

Item 1.  Business. (cont.)

Yellow Technology supports the company's subsidiaries - primarily Yellow
Freight - with information technology.  It ensures that information systems
anticipate and meet customers' needs and that the systems are an integral part
of the transportation process.  Its headquarters are in Overland Park, Kansas.

The operations of the freight transportation companies are partially regulated
by the Interstate Commerce Commission and state regulatory bodies.  As a result
of the passage of the Trucking Industry Regulatory Reform Act of 1994, the
entry and rates for the intrastate operations of all transportation companies
became deregulated January 1, 1995.  Competition includes contract motor
carriers, private fleets, railroads and other motor carriers.  No single
carrier has a dominant share of the motor freight market.

The company operates in a highly price-sensitive and competitive industry,
making pricing, customer service and cost control major competitive factors.
Traditionally, rate increases have been implemented to offset increases in
labor and other operating costs.  The motor carrier subsidiaries have
implemented rate increases of between four and five percent during the first
quarter of 1994 to cover increases in operating costs.  The full impact of rate
increases is not realized immediately as a result of pricing that is on a
contract basis and can only be increased when the contract is renewed or
renegotiated.  A relatively stable pricing environment enabled the company to
retain most of the 1994 rate increases. The company's subsidiaries are
continuing to work toward improved account profitability and maintaining
pricing stability.  The motor carrier subsidiaries have implemented rate
increases of between four and five percent during the first quarter of 1995 to
cover increases in operating costs.

The company's strategy focuses on introducing new customer services, improving
existing services and providing service to new markets.  The company strives to
control operating costs by maintaining efficient operations, optimum capacity
utilization and strict budgetary controls.  Increased technology investments
are expected to reduce costs and increase productivity while providing improved
information benefits for customers.

Two events materially impacted Yellow Freight's operating results in 1994.  In
the first quarter, severe winter weather caused significant business
disruptions and higher operating expenses.  In April, Yellow Freight
experienced a 24-day national labor strike by the International Brotherhood of
Teamsters (Teamsters).  During this period, virtually no revenue was generated
to cover fixed and general/administrative costs.  This resulted in a six
percent decrease in revenue in 1994 compared to 1993.  The impact of decreased
tonnage and number of shipments handled was partially offset by price increases
and a stable pricing environment.  However, a new four-year labor contract was
reached which provides Yellow Freight greater operational flexibility while
giving Teamster employees increased wages, benefits and job security.  The
increased flexibility means that Yellow Freight has the ability to lower
operating costs by gaining the right to use more rail transportation and dock
casual workers whose rate of pay is fixed during the contract.  In return, the
carriers agreed to a 14% increase in wages and benefits over the four-year
contract term.

Yellow Freight's salaries, wages and employees' benefits expense as a
percentage of revenue was essentially the same in 1994 and 1993.  Slightly
lower employee levels were offset by wage and benefit increases of
approximately three percent effective



                                       4
   5

Item 1.  Business. (cont.)

April 1 under the new labor agreement.  In the third quarter, Yellow Freight
implemented a change of linehaul operations, which allows substantially more
freight to be transported via rail.  This change, which was made possible by
the new labor agreement, is expected to hold down operating costs, reduce
capital expenditures for revenue equipment and improve service for customers.
Purchased transportation costs were higher in 1994 as a result of this
increased rail usage in the third and fourth quarters.  With business near
pre-strike levels, a stable pricing environment, and a new four-year labor
agreement which will help reduce costs and improve efficiency, Yellow Freight
expects improved operating performance in 1995.

Preston Trucking had an annualized revenue increase of five percent in 1994
compared to 1993.  However, their operating margin deteriorated slightly during
the year as a result of severe winter weather in the Northeast during the first
quarter, the impact of the second quarter strike and shipper uncertainty
concerning approval of the wage reduction agreement described below. Preston
Trucking saw a dramatic increase in revenue during the second quarter of 1994
when employees returned to work under an interim agreement with the Teamsters
after only six days on strike.  The increased business adversely affected
service performance and costs, reducing profitability in the latter part of the
second quarter and into the third quarter.  In mid-1994, the Teamster employees
of Preston Trucking approved a plan to reduce wages in return for a share of
profits if certain operating results are achieved.  The plan lessens pay by
seven percent from standard wages under the new contract until April 1, 1995
and by five percent until April 1, 1996 when pay levels return to standard
contract wages.  This plan replaced a one year, nine percent wage reduction
approved in March 1993, shortly after Preston Trucking was acquired by the
company.

Preston Trucking achieved significant service improvements in the fourth
quarter through the implementation of a new regional concept featuring a
170-door distribution center near Cleveland, Ohio.  Called the SuperRegion, it
provides reduced transit times and superior service across an expanded
geographic area.  This service began attracting new revenue during the quarter.
Preston Trucking plans to continue to leverage its new SuperRegion concept and
expects improvement in both revenue growth and operating profit.  Revenue
growth, improved service and improved productivity are expected to produce
benefits in excess of the phase down of the wage reduction agreement.

In 1994 Saia maintained an operating margin similar to 1993 while expanding
geographically in Texas, Tennessee and Georgia.  Start up costs for these
expansions burdened 1994 operating expenses while the full revenue benefits
will not be realized until 1995 and subsequent years.  Saia achieved an
annualized revenue increase of 15% in 1994 compared to 1993 due to growth and
second quarter benefits from the labor strike.  Smalley experienced improvement
in controlling its operating costs in 1994, while achieving four percent
revenue growth and absorbing some merger-related costs.  Effective January 1,
1995, Smalley was merged into Saia to offer customers more comprehensive
regional coverage and to reduce costs.  Merger-related costs in 1994 are
estimated to have negatively impacted Saia and Smalley's operating expenses by
$1 million.  Saia, following the completion of its merger with Smalley
anticipates strong revenue growth by expanding both within and outside of their
present service area.  Expansion costs and pricing pressures related to the
deregulation of intrastate operations may have some negative impact on
operating performance in 1995.  However, benefits are expected from cost
savings as a result of the merger and revenue opportunities from the 1994 and
1995 expansions, including access to new intrastate markets.


                                       5
   6

Item 1.  Business. (cont.)

The operations of the company are generally funded by cash flows generated from
operating activities except in periods of accelerated capital spending.  The
company requires working capital to fund capital expenditures and pay
shareholder dividends.  The rapid turnover of accounts receivable, effective
cash management and ready access to credit provided by commercial paper,
medium-term notes and flexible banking agreements allows the company to
effectively manage its working capital.  Additionally, the company maintains
credit availability under a $100 million credit agreement to support the
commercial paper program and provide additional borrowing capacity.  Total debt
increased by $21 million in 1994, primarily due to a higher level of capital
expenditures and the impact on cash flow of lower earnings.  Commercial paper
borrowings and medium-term note issuances were used to meet these cash needs
and scheduled maturities of other debt.  It is anticipated that 1995 capital
expenditures and shareholder dividends will be primarily financed through
internally-generated funds and to a lesser extent external borrowings.



Item 2.       Properties.

At December 31, 1994, the company operated 671 freight terminals located in 50
states, Puerto Rico, parts of Canada and Mexico.  Of this total, 314 were owned
terminals and 357 were leased, generally for terms of three years or less.  The
number of vehicle back-in doors totaled 19,534, of which 14,846 were at owned
terminals and 4,688 were at leased terminals.  The freight terminals vary in
size ranging from one to three doors at small local terminals, up to 304 doors
at Yellow Freight's largest consolidation and distribution terminal.
Substantially all of the larger terminals, containing the greatest number of
doors, are owned.  In addition, the company and most of its subsidiaries own
and occupy general office buildings in their headquarters city.

At December 31, 1994, the company's subsidiaries operated the following number
of linehaul units:  tractors - 5,367, 45' and 48' trailers - 6,465, and 27' and
28' trailers - 33,873.  The number of city units operated were:  trucks and
tractors - 8,362 and trailers - 5,775.

The above facilities and equipment are used in the company's predominant
industry, the interstate transportation of general commodity freight.  The
company expects moderate growth in 1995 and has projected no significant
changes to its operational capacity.  Projected net capital expenditures for
1995 are $175 million.  Facility expenditures of $25 million will target
maintenance and expansion of existing locations and the construction or
purchase of new locations to improve efficiency and enter new markets in
selected areas.  Revenue equipment expenditures of $85 million are estimated to
consist mostly of replacement units, similar to 1994.  The anticipated increase
in rail use by Yellow Freight for 1995 resulted in lower projected revenue
equipment expenditures.  There is expected to be an even split in revenue
equipment expenditures between Yellow Freight and the regional companies as a
group for 1995.  Other operating property expenditures of $65 million are
primarily for improving efficiency through technological enhancements and
advanced information systems.





                                       6
   7

Item 3.       Legal Proceedings.

The information set forth under the caption "Commitments and Contingencies" in
the Notes to Consolidated Financial Statements on page 31 of the registrant's
Annual Report to Shareholders for the year ended December 31, 1994, is
incorporated by reference under Item 14 herein.


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

None.



Executive Officers of the Registrant

The names, ages and positions of the executive officers of the company as of
March 20, 1995 are listed below.  Officers are appointed annually by the Board
of Directors at their meeting which immediately follows the annual meeting of
shareholders.




          Name                        Age                        Position(s) Held
          ----                        ---                        ----------------
                                          
George E. Powell III                  46        Chief Executive Officer of the company (since
                                                July 1990); President of the company (since
                                                October 1987); President of Yellow Freight
                                                System, Inc. (Yellow Freight), a subsidiary
                                                of the company (prior to May 1992)

M. Reid Armstrong                     57        President of Yellow Freight (since May 1992);
                                                Executive Vice President of the company and of
                                                Yellow Freight (December 1991 - May 1992);
                                                Senior Vice President (prior to December 1991)

Robert L. Bostick                     54        Senior Vice President - Operations for Yellow
                                                Freight (since October 1992); Vice President -
                                                Operations (May 1992 - October 1992); Vice
                                                President - Transportation and Safety (April
                                                1991 - May 1992); Vice President - Linehaul
                                                Operations (prior to April 1992)

Robert W. Burdick                     52        Senior Vice President - Corporate Development/
                                                Public Affairs of the company (since April 1993);
                                                Senior Vice President - Marketing of Yellow
                                                Freight (prior to April 1993)

J. Michael Golden                     47        Vice President - Taxation of the company (since   
                                                January 1986); Vice President - Taxation of Yellow                                
                                                Freight (prior to May 1992)

J. Kevin Grimsley                     47        Senior Vice President - Marketing/Sales of Yellow 
                                                Freight (since January 1994); Vice President -
                                                Marketing of Yellow Freight (April 1993 -
                                                January 1994); Division Vice President of Yellow 
                                                Freight (prior to April 1993)



                                       7
   8

Executive Officers of the Registrant (cont.)




          Name                        Age                        Position(s) Held
          ----                        ---                        ----------------
                                         
William F. Martin, Jr.                47        Senior Vice President - Legal/Corporate Secretary
                                                of the company (since December 1993); Vice
                                                President and Secretary of the company
                                                (October 1991 - December 1993); Vice President
                                                and Secretary of Yellow Freight (October 1991 -
                                                May 1992); Vice President and Assistant
                                                Secretary of the company and Yellow Freight
                                                (prior to October 1991)

Gail A. Parris                        43        Senior Vice President - Administration of Yellow
                                                Freight (since April 1993); Vice President -
                                                Controller of Yellow Freight (prior to April 1993)

Phillip A. Spangler                   54        Vice President and Treasurer of the company
                                                (since 1984); Vice President and Treasurer of
                                                Yellow Freight (prior to May 1992)

Leo H. Suggs                          55        President of Preston Corporation, a subsidiary of 
                                                the company (since February 1993); Senior
                                                Vice President - Corporate Development of the
                                                company (November 1992 - February 1993); Senior 
                                                Vice President - Operations Administration of
                                                Yellow Freight (December 1991 - November 1992); Vice
                                                President - Operations Administration (June 1991 -                                
                                                December 1991); Vice President - Quality and
                                                Labor Relations (prior to June 1991)

H. A. Trucksess, III                  45        Senior Vice President - Finance and Chief Financial 
                                                Officer of the company (since June 1994); Vice                                    
                                                President and Chief Financial Officer of Preston                                  
                                                Corporation (June 1992 - June 1994); Senior Vice                                  
                                                President, Chief Operating Officer and Chief
                                                Financial Officer of JTL Holding Company (prior to                                
                                                July 1991)



The terms of each officer of the company designated above are scheduled to
expire April 19, 1995.  The terms of each officer of the subsidiary companies
are scheduled to expire on the date of the next annual meeting of shareholders
of that company.  No family relationships exist between any of the executive
officers named above.





                                       8
   9

                                    PART II


Item 5.       Market for the Registrant's Common Stock and Related Stockholder
              Matters.

The information set forth under the caption "Common Stock" on page 33 of the
registrant's Annual Report to Shareholders for the year ended December 31,
1994, is incorporated by reference under Item 14 herein.


Item 6.       Selected Financial Data.

The information set forth under the caption "Financial Summary" on pages 18 and
19 of the registrant's Annual Report to Shareholders for the year ended
December 31, 1994, is incorporated by reference under Item 14 herein.


Item 7.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.

"Management's Discussion and Analysis of Financial Condition and Results of
Operations," appearing on pages 14 through 17 of the registrant's Annual Report
to Shareholders for the year ended December 31, 1994, is incorporated by
reference under Item 14 herein.


Item 8.       Financial Statements and Supplementary Data.

The financial statements and supplementary information, appearing on pages 20
through 33 of the registrant's Annual Report to Shareholders for the year ended
December 31, 1994, are incorporated by reference under Item 14 herein.


Item 9.       Disagreements on Accounting and Financial Disclosure.

None.





                                       9
   10

                                    PART III


Item 10.      Directors and Executive Officers of the Registrant.

The information regarding Directors of the registrant has previously been
reported in the registrant's definitive proxy statement, filed pursuant to
Regulation 14A, and is incorporated by reference.  For information with respect
to the executive officers of the registrant, see "Executive Officers of the
Registrant" at the end of Part I of this report.


Item 11.      Executive Compensation.

This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.


Item 12.      Security Ownership of Certain Beneficial Owners and Management.

This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.


Item 13.      Certain Relationships and Related Transactions.

This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.





                                       10
   11

                                    PART IV


Item 14.      Exhibits, Financial Statement Schedule, and Reports on Form 8-K.


(a)    (1)  Financial Statements

       The following information appearing in the 1994 Annual Report to
       Shareholders is incorporated by reference in this Form 10-K Annual
       Report as Exhibit (13):



                                                                                               Page
                                                                                               ----
                                                                                            
       Management's Discussion and Analysis of
        Financial Condition and Results of Operations                                          14-17
       Financial Summary                                                                       18-19
       Consolidated Financial Statements                                                       20-32
       Report of Independent Public Accountants                                                  32
       Quarterly Financial Information                                                           33
       Common Stock                                                                              33



       With the exception of the aforementioned information, the 1994 Annual
       Report to Shareholders is not deemed filed as part of this report.
       Financial statements other than those listed are omitted for the reason
       that they are not required or are not applicable.  The following
       additional financial data should be read in conjunction with the
       consolidated financial statements in such 1994 Annual Report to
       Shareholders.


(a)    (2)  Financial Statement Schedule



                                                                                               Page
                                                                                               ----
                                                                                               
       Report of Independent Public Accountants on
        Financial Statement Schedule                                                              13

       For the years ended December 31, 1994, 1993 and 1992:


       Schedule II                Valuation and Qualifying Accounts                               14



       Schedules other than those listed are omitted for the reason that they
       are not required or are not applicable, or the required information is
       shown in the financial statements or notes thereto.





                                       11
   12

(a)    (3)  Exhibits

       (13) - 1994 Annual Report to Shareholders.
       (24) - Consent of Independent Public Accountants.
       (27) - Financial Data Schedule (for SEC use only).

       The remaining exhibits required by Item 7 of Regulation S-K are omitted
       for the reason that they are not applicable or have previously been
       filed.

(b)    Reports on Form 8-K

       On October 5, 1994, a Form 8-K was filed under Item 5, Other Events,
       which reported that the company announced on September 29, 1994, that it
       will record a charge to earnings in the third quarter of $6.7 million,
       $4.1 million after taxes, or $.14 per share.  This charge, recorded as
       an extraordinary item, is to write-off the book value of its intrastate
       operating rights.  The non-cash charge resulted from the recent passage
       of the Trucking Industry Regulatory Reform Act of 1994 which deregulates
       the entry and rates for the intrastate operations of all transportation
       companies.


       On March 14, 1995, a Form 8-K was filed under Item 5, Other Events,
       which reported that the company announced on March 9, 1995, that based
       on business activity in January and February, it expects to report near
       break-even results for the first quarter ended March 31, 1995.
       Comparatively, the company had a net loss for the first quarter of 1994
       of $6.4 million, or $.23 per share.

       Yellow Freight System, the company's largest subsidiary, is expected to
       report an improvement in profitability over the prior year's quarter due
       to the benefits of improved weather.  However, this gain will be
       partially offset by some softening in seasonally adjusted business
       levels relative to fourth quarter trends.  Yellow Freight also incurrd
       additional costs in the current quarter related to achieving new highs
       in on-time service performance.

       Preston Trucking Company expects to show significant improvement
       year-to-year with break-even operating results for the current quarter
       compared to an operating loss of $5.8 million in 1994's first quarter.
       Improved weather and benefits from its SuperRegion offering contributed
       to Preston Trucking's recovery.


       On March 21, 1995, a Form 8-K was filed under Item 5, Other Events,
       which reported that the company announced on March 14, 1995, that its
       Board of Directors voted not to renew the company's Share Purchase
       Rights Plan upon the Plan's scheduled expiration in 1996.  The Plan is
       commonly known as a "Poison Pill" and was intended to deter abusive
       takeover tactics.  The decision was made in response to general
       criticism of such plans from large institutional shareholders.
       Additionally, the takeover environment has changed significantly since
       the Plan was implemented in 1986 and the risk that the company could be
       the target of abusive takeover tactics is substantially reduced.





                                       12
   13





                          Report of Independent Public
                  Accountants on Financial Statement Schedule





To the Shareholders of Yellow Corporation:

       We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Yellow Corporation
and Subsidiaries' annual report to shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated January 31, 1995.  Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole.  The schedule listed in Item 14(a)(2) is the responsibility of the
company's management and is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements.  This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.





                                                             ARTHUR ANDERSEN LLP




Kansas City, Missouri,
January 31, 1995





                                       13
   14

                                                                     Schedule II

                      Yellow Corporation and Subsidiaries
                       Valuation and Qualifying Accounts
              For the Years Ended December 31, 1994, 1993 and 1992





- ---------------------------------------------------------------------------------------------------------------------  
|               COL. A            |    COL. B    |             COL. C               |     COL. D   |     COL. E     |
|                                 |              |                                  |              |                |
- ---------------------------------------------------------------------------------------------------------------------  
|                                 |              |                                  |              |                |
|                                 |              |            Additions             |              |                |
|                                 |              |     ---------------------        |              |                |        
|                                 |   Balance,   |                                  |              |    Balance,    |
|                                 |              |      -1-      |       -2-        |  Deductions- |                |   
|               Description       |  Beginning   |               |                  |              |     End Of     |
|                                 |              |  Charged To   |   Charged To     |    Describe  |                |
|                                 |  Of Period   |               |                  |              |     Period     |
|                                 |              |   Costs And   | Other Accounts-  |       (2)    |                |
|                                 |              |               |                  |              |                |
|                                 |              |   Expenses    |   Describe       |              |                |
|                                 |              |               |                  |              |                |
- ---------------------------------------------------------------------------------------------------------------------

                                                                    (In Thousands)
                                                                                       
Year ended December 31, 1994:
- ---------------------------- 
Deducted from asset account -
 Allowance for uncollectible
 accounts                             $10,674          $9,375           $    -        $6,967          $13,082
                                      =======          ======           ======        ======          =======




Year ended December 31, 1993:
- ---------------------------- 
Deducted from asset account-
 Allowance for uncollectible
 accounts                             $ 8,558          $8,521           $2,504 (1)    $8,909          $10,674
                                      =======          ======           ======        ======          =======




Year ended December 31, 1992:
- ---------------------------- 
Deducted from asset account-
 Allowance for uncollectible
 accounts                             $ 8,299          $6,149           $    -         $5,890         $ 8,558
                                      =======          ======           ======         ======         =======






(1)  Addition from Preston Corporation and subsidiaries acquired in February
     1993.
(2)  Primarily uncollectible accounts written off - net of recoveries.





                                       14
   15

                                   Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

                                              Yellow Corporation


                                        BY:      /s/ George E. Powell III      
                                              George E. Powell III
March 24, 1995                                President, Chief Executive Officer
                                              and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.




                                                                                      
   /s/ H. A. Trucksess, III           Senior Vice President -                               March 24, 1995
- -----------------------------         Finance and Chief Financial        
       H. A. Trucksess, III           Officer


   /s/ Phillip A. Spangler            Vice President and Treasurer                          March 24, 1995
- ----------------------------                                                                              
       Phillip A. Spangler



   /s/ George E. Powell, Jr.          Chairman of the Board                                 March 24, 1995
- ----------------------------          of Directors
       George E. Powell, Jr.          



   /s/ M. Reid Armstrong              Director                                              March 24, 1995
- ----------------------------                                     
       M. Reid Armstrong



   /s/ David H. Hughes                Director                                              March 24, 1995
- ---------------------------                                      
     David H. Hughes



   /s/ John C. McKelvey               Director                                              March 24, 1995
- ----------------------------                                     
       John C. McKelvey






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