EXHIBIT 4.2

                               YELLOW CORPORATION

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION

         Yellow Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
does hereby certify:

         FIRST: That the Board of Directors of the Company, at a meeting held
July 17, 2003, unanimously adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of the
Company:

         Article First of the Certificate of Incorporation of the Company shall
be amended to read in its entirety as follows:

         "First:  The name of the Corporation is Yellow Roadway Corporation."

         SECOND: That at a Special Meeting of Stockholders held on December 9,
2003, the holders of a majority of all of the outstanding stock entitled to vote
on such amendment have given their approval to such amendment in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

         IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by Daniel J. Churay, its Senior Vice President, General Counsel and
Secretary, this 11th day of December, 2003.

                                      YELLOW CORPORATION


                                      By: /s/ Daniel J. Churay
                                          --------------------------------------
                                          Daniel J. Churay
                                          Senior Vice President, General Counsel
                                          and Secretary