- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

ROADWAY EXPRESS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

[ROADWAY EXPRESS LOGO]
1077 GORGE BOULEVARD P.O. BOX 471
AKRON, OHIO 44309-0471

February 23, 2001

Dear Shareholder:

You are cordially invited to attend the 2001 Annual Meeting of Shareholders
of Roadway Express, Inc., which will be held on Wednesday, March 28, 2001, at
9:00 a.m. at the Sheraton Four Points Hotel, located at 3150 West Market Street,
Fairlawn, Ohio.

At the Annual Meeting, you will be asked to elect seven Directors to the
Board of Directors and to approve the appointment of the independent auditors of
the Company for the current fiscal year.

The Company has enclosed a copy of its 2000 Annual Report for the year
ended December 31, 2000 with this notice of annual meeting of shareholders and
proxy statement.

Please read the enclosed information carefully before completing and
returning the enclosed proxy card. Returning your proxy card as soon as possible
will assure your representation at the meeting, whether or not you plan to
attend. If you do attend the annual meeting, you may, of course, withdraw your
proxy should you wish to vote in person.

Sincerely,

/s/ Michael W. Wickham
MICHAEL W. WICKHAM
Chairman and Chief Executive Officer
3

[THIS PAGE INTENTIONALLY LEFT BLANK]
4

[ROADWAY EXPRESS LETTERHEAD]

------------------------------------------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MARCH 28, 2001

------------------------------------------------------------------

To The Shareholders:

You are hereby notified that the Annual Meeting of Shareholders of Roadway
Express, Inc., a Delaware corporation (the "Company"), will be held Wednesday,
March 28, 2001, at 9:00 a.m. at the Sheraton Four Points Hotel, located at 3150
West Market Street, Fairlawn, Ohio, for the purpose of:

1. Electing seven Directors to the Board of Directors consisting of Frank
P. Doyle, John F. Fiedler, Dale F. Frey, Phillip J. Meek, Carl W.
Schafer, Sarah Roush Werner, and Michael W. Wickham;

2. Approving the designation of Ernst & Young LLP as the independent
auditors of the Company for the year ending December 31, 2001; and

3. Transacting such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.

The record of shareholders entitled to notice and to vote at the meeting
was taken as of the close of business on February 13, 2001.

You are invited to attend the meeting, but whether or not you expect to
attend in person, please mark, sign, date, and return the enclosed proxy in the
accompanying postage-paid envelope so that your shares will be represented at
the meeting or adjournment thereof.

If you wish to have your vote treated in a confidential manner, please mark
the box "Confidential Vote Requested" on your proxy card.

JOHN J. GASPAROVIC
Secretary

February 23, 2001
5

[THIS PAGE INTENTIONALLY LEFT BLANK]
6

ROADWAY EXPRESS, INC.
1077 GORGE BOULEVARD
AKRON, OHIO 44310

-------------------------

PROXY STATEMENT
-------------------------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 28, 2001

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Roadway Express, Inc., a Delaware corporation (the
"Company"), of proxies to be used at the annual meeting of shareholders of the
Company to be held on March 28, 2001 (the "Annual Meeting"). The Notice of
Annual Meeting of Shareholders, this Proxy Statement, and related proxy card are
being mailed to shareholders on or about February 23, 2001.

Shareholders of record of the Company at the close of business on February
13, 2001 will be entitled to vote at the Annual Meeting (the "Record Date"). On
that date, the Company had outstanding and entitled to vote 19,366,956 shares of
common stock, par value $0.01 per share ("Common Stock"). Each share of Common
Stock entitles the holder to one vote on all matters properly brought before the
meeting, including the election of Directors.

Shares can be voted only if the shareholder is present in person or by
proxy. The Company has a policy relating to proxy voting and independent
tabulation and inspection of elections. The policy provides that the Company
will furnish shareholders the opportunity to request confidential treatment of
their votes. There is a place on the enclosed proxy card for shareholders to
make such an election. If a shareholder so requests confidential treatment, an
independent vote tabulator and the independent inspectors of election will keep
the shareholder's vote permanently confidential and not disclose the vote to
anyone. This policy will be in effect at the Annual Meeting. Confidential
treatment will not apply when disclosure is required by law or under certain
other limited circumstances.

You may revoke your proxy at any time prior to the exercise of the powers
it confers. The shares represented by properly executed proxies will, unless
such proxies have previously been revoked, be voted in the manner specified on
the proxies. If specific choices are not indicated on a properly executed proxy,
the shares represented by such proxies received will be voted: (i) for the
nominees for Director named in this Proxy Statement; (ii) for approval of the
appointment of Ernst & Young LLP as independent auditors; and (iii) in
accordance with the best judgment of the persons named in the enclosed proxy, or
their substitutes, for any other matters that properly come before the Annual
Meeting. The Board of Directors is not aware of any matter to be presented for
action at the meeting other than those set forth herein.

The presence, in person or by proxy, of the holders of a majority of the
total number of outstanding shares of Common Stock entitled to vote is necessary
to constitute a quorum for any business to be transacted at the Annual Meeting.
Abstentions and broker "non-votes" are counted as present and entitled to vote
for purposes of determining a quorum. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner. Directors
are elected by a plurality of the affirmative votes cast. Abstentions and broker
"non-votes" are not counted for purposes of the election of Directors. The
affirmative vote by the holders of a majority of the total number of shares of
Common Stock present in person or represented by proxy and entitled to vote on
the matter is required to approve any other matter to be acted upon at the
Annual Meeting. An abstention is counted as a vote against and a broker
"non-vote" is not counted for purposes of approving other matters to be acted
upon at the Annual Meeting.

The Board of Directors has designated Michael W. Wickham, Chairman and
Chief Executive Officer; James D. Staley, President and Chief Operating Officer;
and J. Dawson Cunningham, Executive Vice President and Chief Financial Officer,
as Proxies for appointment by shareholders to represent and vote their shares in
accordance with their directions.
7

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The By-Laws of the Company provide that the Board of Directors shall
consist of not less than three members, as fixed by the Board of Directors from
time to time. The Board of Directors has fixed the number at seven. At the
Annual Meeting, seven Directors are to be elected to hold office until the
Company's next annual meeting. The Board of Directors recommends that its seven
nominees for Director be elected at the Annual Meeting. All nominees have
consented to being named and to serve if elected. If any nominee becomes
unavailable for any reason, the proxies will be voted for the election of such
other person as a Director as the Board of Directors may recommend.

DIRECTOR NOMINEES

Information regarding the nominees to the Board of Directors of the Company
is set forth below.

- ---------------------------------------------------------------------------------------------

PRESENT POSITIONS, RECENT
NAME BUSINESS EXPERIENCE AND AGE

- ---------------------------------------------------------------------------------------------

Frank P. Doyle Director of the Company since January 1996. Retired. Vice
Chairman and Chief Executive Officer of Compaq Computer
Corporation, a computer manufacturing and services company,
from April 1999 to July 1999. Executive Vice President of
General Electric Company, a manufacturing, services, and
technology company, from 1992 through 1995, and Senior Vice
President from 1981 through 1992. Director: TyCom Ltd. and
U.S. Office Products Company. Age 69.
John F. Fiedler Director of the Company since March 1999. Chairman of
Borg-Warner Automotive, Inc., a supplier of highly
engineered systems and components primarily for automotive
powertrain applications, since March 1996, Chief Executive
Officer since January 1995, President from June 1994 through
March 1996, and Chief Operating Officer from June 1994
through December 1994. Executive Vice President-North
America Tire Division of The Goodyear Tire & Rubber Company,
a manufacturer of tire and rubber products, from 1991
through 1994. Director: Dal-Tile International Inc. Age 62.
Dale F. Frey Director of the Company since January 1998. Retired.
Chairman and Chief Executive Officer of General Electric
Investment Corporation from 1984 through early 1997, and
Vice President and Treasurer of General Electric Company, a
manufacturing, services, and technology company, from 1980
through January 1994. Director: Aftermarket Technology
Corp., Praxair, Inc., Community Health Systems, Inc., and
GoCo-op, Inc. Age 68.
Phillip J. Meek Director of the Company since January 1996. Retired. Senior
Vice President, Capital Cities/ABC, Inc., a broadcasting,
cable, and publishing company, and President of its
publishing group from 1986 through 1997. Trustee: Ohio
Wesleyan University and vice-chair of its Board of Trustees.
Director: Guideposts, a church organization. Age 63.
Carl W. Schafer Director of the Company since January 1996. President of the
Atlantic Foundation, supporting oceanographic research,
since 1990. Director: Frontier Oil Corporation, Electronic
Clearing House, Inc., Nutraceutix, Inc., Labor Ready, Inc.,
and The PaineWebber and Guardian Groups of Mutual Funds. Age
65.
Sarah Roush Werner Director of the Company since January 1996. Director of
Roadway Services, Inc. from 1970 through 1995. Private
investor, Bellevue, Washington. Age 70.
Michael W. Wickham Chairman of the Board of the Company since March 1998, and
Chief Executive Officer since January 1996. President of the
Company from July 1990 through March 1998. Director of the
Company since 1989. Executive Vice President-Administration
and Finance from January 1990 through June 1990. Age 54.
- ---------------------------------------------------------------------------------------------

2
8

COMMITTEES AND DIRECTORS MEETINGS

The Board of Directors has two standing committees: the Audit Committee and
the Compensation Committee.

The members of the Audit Committee are Carl W. Schafer (Chairman), John F.
Fiedler, and Phillip J. Meek. The Audit Committee oversees the financial affairs
of the Company.

The members of the Compensation Committee are Frank P. Doyle (Chairman),
Dale F. Frey, and Phillip J. Meek. The Compensation Committee recommends
compensation for executive officers of the Company.

Although the Company does not have a standing nominating committee, written
recommendations for nominees to the Board of Directors to be elected at the 2002
annual meeting of shareholders (the "2002 Annual Meeting") will be considered by
the Board of Directors if such recommendations are received in accordance with
the Company's By-Laws by the Secretary of the Company at its principal offices
at least 70 days prior to the 2002 Annual Meeting or, if the Company does not
make a public announcement of the date of the 2002 Annual Meeting at least 80
days prior to such meeting, not later than ten days after the actual public
announcement of the 2002 Annual Meeting.

The Board of Directors held 6 meetings in 2000. The Compensation Committee
met 2 times and the Audit Committee met 2 times. All of the Directors attended
at least eighty-seven percent of the total meetings held by the Board of
Directors and the committees on which they served in 2000.

DIRECTOR COMPENSATION

Except as set forth below, during 2000 each nonemployee Director of the
Company received an annual retainer of $18,000 plus (a) $4,000 for each
committee membership, (b) $2,000 for each committee chairmanship and (c) 100
shares of Common Stock. In addition to his or her annual retainer, each
nonemployee Director received $1,500 for each meeting of the Board of Directors
or a committee that such Director attended.

Nonemployee Directors may elect to take all or a portion of their annual
retainer in stock options under the Roadway Express Nonemployee Directors' Stock
Option Plan (the "Option Plan"). In addition, Nonemployee Directors may elect to
take all or part of their compensation for services as a Director, including
their annual retainer and attendance fees, under the Roadway Express Nonemployee
Directors' Equity and Deferred Compensation Plan (the "Equity Plan"). In 2000,
each of Dale F. Frey and Phillip J. Meek elected to take stock options under the
Option Plan in lieu of cash and shares of Common Stock for their annual
retainers. Frank P. Doyle elected to take shares of deferred Common Stock under
the Equity Plan in lieu of cash and shares of Common Stock for his meeting
attendance fees. John F. Fiedler elected to take shares of Common Stock under
the Equity Plan in lieu of cash for his annual retainer.

3
9

BENEFICIAL OWNERSHIP OF COMMON STOCK

Except as otherwise noted, the following table sets forth certain
information as of January 31, 2001 as to the security ownership of those persons
owning of record or known to the Company to be the beneficial owner of more than
five percent of the Common Stock; the beneficial ownership of Common Stock by
each Director nominee and executive officer named in the Summary Compensation
Table; and all Director nominees and executive officers as a group. Except as
otherwise noted, the information with respect to beneficial ownership has been
furnished by the respective Director nominee, executive officer, or five percent
beneficial owner, as the case may be. Unless otherwise indicated, the persons
named below have sole voting and investment power with respect to the number of
shares set forth opposite their names. Beneficial ownership of the Common Stock
has been determined for this purpose in accordance with the applicable rules and
regulations promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act").

- ------------------------------------------------------------------------------------------------------------

AMOUNT AND NATURE OF PERCENTAGE OF SHARES OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP STOCK BENEFICIALLY OWNED
- -----------------------------------------------------------------------------------------------------------------

Sarah Roush Werner
P. O. Box 503
Bellevue, Washington 98009-0503 1,696,101(a) 8.8%
Private Capital Management, Inc.
3003 Tamiami Trail North
Naples, Florida 34103 2,107,645(b) 10.9%
Roadway Express, Inc.
401(k) Stock Savings Plan
Key Trust Company of Ohio, National
Association, Trustee 5,231,731(c) 27.0%
Frank P. Doyle 9,953(d)(e) *
John F. Fiedler 2,317 *
Dale F. Frey 7,295(d) *
Phillip J. Meek 14,716(d) *
Carl W. Schafer 1,100(f) *
Michael W. Wickham 178,113(f)(g)(h)(i)(j)(k) *
James D. Staley 99,004(g)(h)(i)(j) *
J. Dawson Cunningham 91,947(f)(g)(h)(i)(j)(k) *
John D. Bronneck 60,200(g)(h)(i)(j) *
Louis J. Esposito 46,254(g)(i)(j) *
All Directors and executive officers as a 2,218,769(a)(d)(e)(f)(g)(h)(i)(j)(k) 11.4%
group (12 persons)
- -----------------------------------------------------------------------------------------------------------------

* Less than one percent.

(a) Includes 43,340 shares as to which Mrs. Werner has investment and voting
power although she disclaims any beneficial ownership.

(b) As of December 31, 2000, according to a Schedule 13G filed with the
Securities and Exchange Commission, dated February 14, 2001, by Private
Capital Management, Inc. ("PCM"), a discretionary, non-custodial investment
advisor registered under the Investment Advisers Act of 1940, Bruce S.
Sherman, Chairman of PCM and Gregg J. Powers, President of PCM, PCM is
deemed to be the beneficial owner of 2,105,145 shares of Common Stock
because of its shared power to dispose or to direct the disposition of these
securities. Bruce S. Sherman, as Chairman of PCM, is deemed to be the
beneficial owner of 2,107,645 shares of Common Stock, including the shares
deemed to be beneficially owned by PCM as well as 2,500 shares of Common
Stock, which Mr. Sherman has shared power. Gregg J. Powers, as President of
PCM, is deemed to be the beneficial owner of 2,105,145 shares of Common
Stock, which includes the shares beneficially owned by PCM.

4
10

(c) Pursuant to the terms of the Roadway Express, Inc. 401(k) Stock Savings
Plan, participants are entitled to instruct the trustee as to the voting of
any shares allocated to their account(s), and shares for which no direction
is received by the trustee. The trustee must vote the shares as directed.

(d) Includes shares subject to stock options, which are currently exercisable,
granted pursuant to the Roadway Express Nonemployee Directors' Stock Option
Plan, as follows: Mr. Doyle, 5,643 shares; Mr. Frey, 7,295 shares; and Mr.
Meek, 8,516 shares.

(e) Includes 2,010 shares of deferred shares granted to Mr. Doyle under the
Roadway Express, Inc. Nonemployee Directors' Equity and Deferred
Compensation Plan.

(f) Includes shares held in an individual retirement account, as follows: Mr.
Schafer, 500 shares; Mr. Wickham, 2,344 shares; and Mr. Cunningham, 735
shares.

(g) Includes shares held pursuant to the Roadway Express, Inc. 401(k) Stock
Savings Plan, as of December 31, 2000, as follows: Mr. Wickham, 12,094
shares; Mr. Staley, 8,890 shares; Mr. Cunningham, 6,157 shares; Mr. Bronneck
9,610 shares; Mr. Esposito, 9,795 shares; and all executive officers as a
group, 46,546 shares.

(h) Includes shares of restricted incentive stock granted under the Roadway
Express, Inc. Management Incentive Stock Plan, as follows: Mr. Wickham,
65,625 shares; Mr. Staley, 47,347 shares; Mr. Cunningham, 45,208 shares; Mr.
Bronneck 34,090 shares; and all executive officers as a group, 194,039
shares.

(i) Includes shares of restricted incentive stock granted under the Roadway
Express, Inc. Equity Ownership Plan, as follows: Mr. Wickham, 50,000 shares;
Mr. Staley, 25,000 shares; Mr. Cunningham, 20,000 shares; Mr. Bronneck
10,000 shares; Mr. Esposito, 6,600 shares; and all executive officers as a
group, 121,600 shares.

(j) Includes shares subject to stock options, which are currently exercisable,
granted pursuant to the Roadway Express, Inc. Equity Ownership Plan, as
follows: Mr. Wickham, 37,500 shares; Mr. Staley, 15,000 shares; Mr.
Cunningham, 13,875 shares; Mr. Bronneck, 6,500 shares; Mr. Esposito, 4,500
shares; and all executive officers as a group, 77,375 shares.

(k) Includes shares held by family members as to which beneficial ownership is
disclaimed, as follows: Mr. Wickham, 10,350 shares; Mr. Cunningham, 1,125
shares; and all executive officers as a group, 11,475 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Directors and executive officers
of the Company to report holdings of, and transactions in, Common Stock. Based
on Company records and other information, the Company believes that all such
reports required of its Directors and executive officers with respect to the
fiscal year ended December 31, 2000 were timely filed, except for reports
relating to the receipt of deferred shares in lieu of Frank P. Doyle's meeting
attendance fees in 1998 and 1999, which was due to an administrative oversight
by the Company. A report on Form 4 was filed in February 2001 reporting the
receipt of such deferred shares by Mr. Doyle.

5
11

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information concerning annual compensation
for services rendered to the Company for 1998, 1999, and 2000 by those persons
who were the chief executive officer and the other four most highly compensated
executive officers of the Company during 2000 (collectively, the "Named
Officers").

SUMMARY COMPENSATION TABLE

- -----------------------------------------------------------------------------------------------------------------------

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- -----------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND COMPENSATION AWARDS OPTIONS(#) COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS (a) (b) (c) (d)
- -----------------------------------------------------------------------------------------------------------------------

Michael W. Wickham 2000 $450,000 $375,798 $13,172 $306,977 -- $136,049
Director, Chairman and 1999 450,000 330,000 10,317 206,146 150,000 103,600
Chief Executive Officer 1998 383,845 124,939 7,366 307,415 -- 14,830
James D. Staley 2000 $280,000 $283,776 $ 9,508 $223,600 -- $ 97,565
President and Chief 1999 264,000 206,000 7,428 150,155 60,000 59,477
Operating Officer 1998 234,234 71,954 5,271 223,243 -- 9,980
J. Dawson Cunningham, 2000 $237,000 $233,780 $ 9,065 $206,400 -- $ 89,826
Executive Vice President 1999 236,900 183,750 7,145 138,605 55,500 61,911
and Chief Financial Officer 1998 226,537 67,338 5,178 208,290 -- 11,535
John D. Bronneck 2000 $205,000 $195,265 $ 6,883 $180,600 -- $ 81,840
Vice President-Operations 1999 195,700 153,450 5,203 121,279 26,000 50,380
1998 183,546 59,031 3,392 174,202 -- 44,146
Louis J. Esposito 2000 $188,000 $171,760 $ 1,200 $129,000 -- $ 61,333
Vice President-Sales 1999 188,000 134,650 1,200 86,628 18,000 49,240
1998 183,000 54,600 1,200 132,750 -- 8,870
- -----------------------------------------------------------------------------------------------------------------------

(a) Reflects cash dividends paid on restricted incentive stock awarded under the
Roadway Express, Inc. Management Incentive Stock Plan (the "Management
Incentive Stock Plan").

(b) Reflects for 2000 shares of restricted incentive stock awarded under the
Management Incentive Stock Plan on January 1, 2000, valued on the date of
grant, for which certain management objectives were reached on December 31,
2000. Although these shares of restricted incentive stock have partially
vested with respect to the attainment of certain management objectives based
upon stock appreciation, such shares of restricted incentive stock remain
subject to a substantial risk of forfeiture, which will lapse upon the
executive officers' attainment of age 55, if applicable, provided that the
executive officer has remained in the continuous employ of the Company or
one of its subsidiaries or in the event that certain change in control
events occur. Such shares of restricted incentive stock that remain subject
to forfeiture entitle the executive officer to all of the rights of a
shareholder generally, including the right to vote such shares and receive
any dividends that may be paid thereon.

(c) Reflects grants of stock options awarded under the Roadway Express, Inc.
Equity Ownership Plan (the "Equity Ownership Plan").

(d) Reflects for 2000 (i) dividend equivalents earned on stock credits held
under the Roadway Express, Inc. Long-Term Stock Award Incentive Plan, (Mr.
Staley, $743; Mr. Cunningham, $4,631; Mr. Bronneck, $919; and Mr. Esposito
$1,279); (ii) Company matching contributions under the Roadway Express, Inc.
401(k) Stock Savings Plan, a voluntary contributory defined contribution
employee benefit plan (Mr. Wickham, $6,497, Mr. Staley, $7,649; Mr.
Cunningham, $7,650; Mr. Bronneck, $6,542; and Mr. Esposito, $7,147); and
(iii) the value of premiums paid by the Company for split-dollar life
insurance coverage under the Roadway Express, Inc. Split Dollar Life
Insurance Plan (Mr. Wickham, $129,552; Mr. Staley, $89,173; Mr. Cunningham,
$77,545; Mr. Bronneck, $74,379; and Mr. Esposito, $52,907). Compensation
attributable to split-dollar insurance represents the present value of the
interest projected to accrue on the portion of the current year's insurance
premium paid by the Company. The portion of the premium payments paid by the
Company are recovered by the Company from the cash value of the policy upon
the later of the fifteenth anniversary of the employee's participation in
the insurance plan or age 65. In the event that the employee's employment is
terminated prior to early or normal retirement or disability, or the
occurrence of certain other events enumerated in the split-dollar agreement
between the Company and the employee, the Company will recover its portion
of the premium payments at that time.

6
12

ROADWAY EXPRESS, INC. EQUITY OWNERSHIP PLAN

The following table sets forth information with respect to the Named
Officers concerning unexercised stock options held as of December 31, 2000. No
outstanding options held by the Named Officers were exercised during the last
fiscal year.

AGGREGATED FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR END(#) YEAR END($)
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------

Michael W. Wickham 37,500 / 112,500 $25,875 / $77,625
James D. Staley 15,000 / 45,000 10,350 / 31,050
J. Dawson Cunningham 13,875 / 41,625 9,574 / 28,721
John D. Bronneck 6,500 / 19,500 4,485 / 13,455
Louis J. Esposito 4,500 / 13,500 3,105 / 9,315
- ----------------------------------------------------------------------------------------------------------

ROADWAY EXPRESS, INC. PENSION PLAN

The following table shows estimated annual pension benefits payable as
retirement benefits to the Named Officers.

PENSION PLAN TABLE

YEARS OF SERVICE
-----------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ----------------------------------------------------------------

$200,000 $ 46,688 $ 62,250 $ 77,813 $ 93,375
300,000 69,188 92,250 115,313 138,375
400,000 91,688 122,250 152,813 183,375
500,000 114,188 152,250 190,313 228,375
600,000 136,688 182,250 227,813 273,375

The Roadway Express, Inc. Pension Plan (the "Pension Plan") is a
noncontributory qualified defined benefit plan. The Pension Plan provides annual
retirement benefits after normal retirement at age 65 equal to the greater of
(a) 2% of the final 240 consecutive months average compensation up to $45,000
times total years of service not to exceed 30, or (b) 1 3/4% of the final 240
consecutive months average compensation up to $45,000 and 1 1/2% of the final
240 consecutive months average compensation in excess of $45,000 times total
years of service not to exceed 30. Benefits under the Pension Plan are not
subject to reductions for Social Security benefits or other offset amounts. For
the Named Officers, annual compensation represents the sum of the amounts shown
for 2000 in the Salary and Bonus columns of the Summary Compensation Table.

Benefits are payable as a straight life annuity under various assumptions
based on final 20 year average compensation and years of service. Annual
compensation for computing annual pension benefits includes base salary and
incentive compensation.

The credited years of service and the estimated final 20 year average
compensation under the Pension Plan for the Named Officers are: Mr. Wickham,
32 1/2 years and $602,422; Mr. Staley, 29 1/2 years and $381,877; Mr.
Cunningham, 15 1/2 years and $331,889; Mr. Bronneck, 31 1/2 years and $278,615;
and Mr. Esposito, 29 1/2 years and $231,060.

Federal law places certain limitations on the amount of compensation that
may be taken into account in calculating pension benefits and on the amount of
pensions that may be paid under federal income tax qualified plans. Since the
Company believes the retirement income objectives of the Company's pension plans
are appropriate for all eligible participants, it has adopted a nonqualified
Section 415 Excess Plan and a nonqualified Section 401(a)(17) Benefit Plan
(collectively, the "Excess Plans") providing for the payment from general funds
of the benefits that would be lost by plan participants as a result of present
or future Internal Revenue Code of 1986

7
13

(the "Internal Revenue Code") provisions limiting the benefits payable or the
compensation taken into account. Upon the retirement or death of a participant
under either of the Excess Plans, the supplemental retirement benefit payable
with respect to such participant will be determined under the pension formula
set forth above, but without the limitations set forth in the Internal Revenue
Code described above.

2000 AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Audit Committee consists solely of
independent Directors of the Board. The Audit Committee has satisfied its
responsibilities, which are outlined in a formal written charter, a copy of
which is included as Annex A to this proxy statement.

Management has the primary responsibility for the financial statements and
the reporting process including the systems of internal controls. In fulfilling
its oversight responsibilities, the Audit Committee reviewed the audited
financial statements in the Annual Report with management including a discussion
of the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the Company including the matters in
the written disclosures required by the Independence Standards Board.

The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2000 for filing with the Securities and
Exchange Commission. The Audit Committee and the Board have also recommended,
subject to shareholder approval, the selection of the Company's independent
auditors.

This report is submitted on behalf of the Audit Committee.

CARL W. SCHAFER (CHAIRMAN); JOHN F. FIEDLER; PHILLIP J. MEEK

2000 EXECUTIVE COMPENSATION REPORT

The Compensation Committee is composed of three nonemployee members of the
Board of Directors. The Compensation Committee is responsible for establishing
basic principles related to the compensation programs of the Company and for
providing oversight for compensation programs for executive officers.

In 2000, the Compensation Committee retained the strategic objectives for
executive compensation that it had established for previous years. The
Compensation Committee's objectives were to assure that compensation for
executive officers would support the Company's mission and vision statement and
attract and retain experienced professionals in their respective fields.
Comparisons were made for both the executive officer group as a whole and
individual positions.

Base Salaries. Salaries for executive officers, including the chief
executive officer, were determined by three factors: (i) salary levels among
service companies with revenues of comparable magnitude and specifically those
of the Company's nearest competitors as obtained through published sources; (ii)
performance of the Company, considering profitability of the industry as a
whole; and (iii) individual performance as evaluated by the chief executive
officer and through the Compensation Committee's own observations, and in the
case of the chief executive officer, by the Compensation Committee itself after
consulting with other members of the Board of Directors. The Compensation
Committee continues its long-standing philosophy that base compensation should
be below market, while rewarding superior performance through annual cash
incentives and long-term incentives.

8
14

Cash Incentive Compensation. As in 1997, 1998 and 1999, the Compensation
Committee set individualized cash incentives for the top management group, which
includes all executive officers. Factors considered in setting the amounts for
executive officers included the relative importance of the position with the
Company and the degree of talent required to obtain high performance at such
position. Pre-determined levels of targeted profitability were set for all
executive officers. Percentages of pay-outs were to have declined by steps of 5%
to the extent that the Company's profitability did not meet the predetermined
level, provided that there would be no pay-outs if after-tax profits did not
exceed certain minimum levels. Bonuses were scaled proportionately to match
increased attainment beyond the originally projected profit target. In addition,
discretionary bonuses were granted to the chief executive officer and two
executive officers.

Management Incentive Stock Plan. Pursuant to the Management Incentive Stock
Plan, grants of an aggregate of 923,677 shares of restricted incentive stock
were made to 76 officers and key employees. Awards of stock, although effective
as of the first day of the respective year, are subject to lapse and forfeiture
if a number of conditions are not satisfied. The conditions include attainment
of certain objectives for appreciation in market price of the Common Stock,
vesting requirements and such others as the Compensation Committee may
determine.

Equity Ownership Plan. Pursuant to the Equity Ownership Plan, which was
approved by shareholders in 1998, the Board is authorized to award officers and
key employees with various types of stock-based compensation, including stock
options, stock appreciation rights, restricted shares, deferred shares, phantom
shares, and performance units. The aggregate number of shares of Common Stock
that may be issued or transferred under the Plan may not exceed 1,300,000.

Pursuant to the Equity Ownership Plan, grants of an aggregate of 263,000
shares of restricted stock were made to 70 officers and key employees effective
January 1, 2001. Awards of stock are subject to lapse and forfeiture if a number
of conditions are not satisfied. The conditions include vesting requirements and
such others as the Compensation Committee may determine.

Pursuant to the Equity Ownership Plan, grants of an aggregate of 705,050
stock options were made to 68 officers and key employees effective November 10,
1999. A grant of 7,000 stock options was made to one newly hired officer
effective May 1, 2000. Awards of options are subject to lapse and forfeiture if
a number of conditions are not satisfied. The options vest at a rate of 25% per
year beginning one year following grant date and expire at the end of ten years.

Split Dollar Life Insurance Plan. Key and certain other employees are
eligible to participate in the Split Dollar Life Insurance. Compensation
attributable to split-dollar insurance represents the present value of the
interest projected to accrue on the portion of the current year's insurance
premium paid by the Company. The portion of the premium payments paid by the
Company are recovered by the Company from the cash value of the policy upon the
later of the fifteenth anniversary of the employee's participation in the
insurance plan or age 65. In the event that the employee's employment is
terminated prior to early or normal retirement or disability, or the occurrence
of certain other events enumerated in the split-dollar agreement between the
Company and the employee, the Company would recover its portion of the premium
payments at that time.

This report on 2000 executive compensation shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A promulgated by the Securities and
Exchange Commission or Section 18 of the Exchange Act.

This report is submitted on behalf of the Compensation Committee.

FRANK P. DOYLE (CHAIRMAN); DALE F. FREY; PHILLIP J. MEEK

9
15

PERFORMANCE GRAPH

The following graph reflects a comparison of the cumulative total
shareholder return on the Common Stock with the S&P 500 Index and the S&P
Trucking Super Composite, respectively, for the period commencing January 2,
1996 (the initial trading date for the Common Stock) through December 31, 2000.
The graph assumes that the value of the investment in the Common Stock and each
index was $100 at January 2, 1996 and all dividends were reinvested. The
comparisons in this table are required by the Securities and Exchange Commission
and, therefore, are not intended to forecast or be necessarily indicative of the
actual future return on the Common Stock.

COMPARISON OF SHAREHOLDER RETURN

S&P
TRUCKING
ROADWAY S&P 500 SUPER
EXPRESS, INC. INDEX COMPOSITE
------------- ------- ------------

January 2, 1996 $100 $100 $100
December 31, 1996 115 122 115
December 31, 1997 133 163 141
December 31, 1998 88 210 132
December 31, 1999 133 255 135
December 31, 2000 131 232 137

DESIGNATION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)

A proposal will be presented at the meeting to ratify the designation of
Ernst & Young LLP as the independent auditors of the Company for 2001. Ernst &
Young LLP has been the independent auditors of the Company since 1951.
Representatives of Ernst & Young LLP will attend the Annual Meeting, with the
opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.

Your Board of Directors recommends a vote FOR this proposal.

Fees billed to the Company by Ernst & Young LLP in 2000 are as follows:

AUDIT FEES

Ernst & Young LLP has billed the Company $294,000, in the aggregate, for
professional services rendered by Ernst & Young LLP for the audit of the
Company's annual financial statements for the fiscal year ended December 31,
2000 and the reviews of the interim financial statements included in the
Company's Quarterly Reports on Form 10-Q filed during the fiscal year ended
December 31, 2000.

10
16

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The Company did not engage Ernst & Young LLP to provide advice to the
Company regarding financial information systems design and implementation during
the fiscal year ended December 31, 2000.

ALL OTHER FEES

Ernst & Young LLP has billed the Company $128,500, in the aggregate, for
services rendered by Ernst & Young LLP for all services (other than those
covered above under "Audit Fees" and "Financial Information Systems Design and
Implementation Fees") during the fiscal year ended December 31, 2000.

SHAREHOLDER PROPOSALS

The Company must receive by October 25, 2001 any proposal of a shareholder
intended to be presented at the 2002 Annual Meeting and to be included in the
Company's proxy materials related to the 2002 Annual Meeting pursuant to Rule
14a-8 under the Exchange Act. Proposals of shareholders submitted outside the
processes of Rule 14a-8 under the Exchange Act in connection with the 2002
Annual Meeting ("Non-Rule 14a-8 Proposals") must be received by the Company by
January 19, 2002 or such proposals will be considered untimely under the advance
notice provisions of the Company's By-Laws. Non-Rule 14a-8 Proposals must comply
with certain provisions of the Company's By-Laws. The Company's proxy related to
the 2002 Annual Meeting will give discretionary authority to the proxy holders
to vote with respect to all Non-Rule 14a-8 Proposals received by the Company
after January 19, 2002. Notices of shareholder proposals should be delivered
personally or mailed, and any request for a copy of the Company's By-Laws (which
will be provided at no charge to any holder of Common Stock) should be directed,
to the Secretary of the Company at its principal offices.

COST OF SOLICITATION

The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by regular employees
of the Company by telephone. The Company does not expect to pay any compensation
for the solicitation of proxies, but it may reimburse brokers and other persons
holding stock in their names, or in the names of nominees, for their expenses in
sending proxy material to principals and obtaining their proxies.

JOHN J. GASPAROVIC
Secretary

February 23, 2001

11
17

ANNEX A

AUDIT COMMITTEE CHARTER

1. Powers and Purposes. The Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing: the financial
information provided to shareholders and others; the system of internal
controls; and the auditing, accounting and financial reporting processes.
Consistent with this function, the Committee should foster adherence at all
levels to applicable laws, regulations, and the Company's policies, procedures
and practices. The Committee will also serve as a means of communication between
the Board, Internal Audit and the independent auditors.

2. Composition. The Committee shall be comprised of three or more Directors
as determined by the Board, each of whom shall be independent Directors, free
from any relationships that may interfere with the exercise of his or her
independence from management and the Company.

Each member of the committee will be financially literate, and at least one
member will have accounting or related financial management expertise.

3. Responsibilities. It shall be the Committee's responsibility to:

(a) Review and update the Committee's charter annually.

(b) Instruct the independent auditors that they are ultimately
accountable to the Board. In addition, as the Board's representatives the
Committee has the responsibility to evaluate, and, where appropriate,
recommend the replacement of the independent auditors.

(c) Disclose in the company's proxy statement at least triennially
whether the Committee has adopted a formal written charter, and whether the
Committee has satisfied the responsibilities of the charter. If any
significant amendments to the charter are made, the disclosure will be
included in the next proxy statement.

(d) Review with corporate management the audited financial statements
for each year. Consider the independent auditors' judgments about the
quality and appropriateness of the Company's accounting principles as
applied in its financial reporting.

(e) Include a letter from the Committee in the proxy statement
disclosing:

(i) That management reviewed the audited financial statements with
the Committee.

(ii) That the independent auditors discussed matters required by
Statement on Auditing Standards No. 61.

(iii) That the Committee reviewed the independent auditors' written
statement delineating all relationships between the auditors and the
Company so as to assure that they remain independent with respect to
audit services to be rendered.

(iv) Whether, based on the review and discussions noted above, the
Committee recommended to the Board that the audited financial statements
be included in the company's Annual Report of Form 10K.

(v) Whether Committee members are independent as defined in the
listing Standards of the National Association of Securities Dealers.

(f) Instruct the independent auditors to conduct a SAS71 Interim
Financial Review prior to the Company's filing of the Form 10-Q.

(g) Consider, in consultation with the independent auditors and the
Director of Internal Audit, the audit scope and plan of the independent
auditors and the internal auditors.

(h) Review with the independent auditors and the Director of Internal
Audit any difficulties encountered in performing the audit work including
any restrictions on the scope of activities or access to required
information.

(i) Review, in consultation with the independent auditors and the
Director of Internal Audit, the adequacy of the Company's internal controls
and internal audit personnel.

(j) Review each year the programs that the Company has instituted to
correct any control deficiencies noted during the annual audit.

A-1
18

PROXY PROXY

ROADWAY EXPRESS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MARCH 28, 2001.

The undersigned hereby appoints Michael W. Wickham, James D. Staley and J.
Dawson Cunningham, or any of them or their substitutes, as Proxies, each with
the power to appoint his substitutes, and hereby authorizes them to represent
and vote all the shares of common stock of Roadway Express, Inc. held of record
by the undersigned at the close of business on February 13, 2001, at the Annual
Meeting of Shareholders to be held at the Sheraton Four Points Hotel, located at
3150 West Market Street, Fairlawn, Ohio, on Wednesday, March 28, 2001, at 9:00
a.m., and at any adjournments or postponements thereof, in their discretion, the
Proxies are authorized to vote in accordance with their judgment upon such other
business as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the election as directors of the nominees listed; and FOR the
ratification of the independent auditors of the Company for 2001.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.

- --------------------------------------------------------------------------------

* FOLD AND DETACH HERE *

5595 - Roadway Express, Inc.

19
ROADWAY EXPRESS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]

[ ]

1. Election of Directors For Withhold For All
Director Nominees: All All Except 2. Ratification of Ernst & Young LLP For Against Abstain
------------------ [ ] [ ] [ ] as independent auditors. Directors [ ] [ ] [ ]
01-Frank P. Doyle, 02-John F. Fiedler, recommend a vote FOR proposal 2.
03-Dale F. Frey, 04-Phillip J. Meek,
05-Carl W. Schafer, 06-Sarah Roush Werner
and 07-Michael W. Wickham.
Nominee Exception Yes
CONFIDENTIAL VOTE REQUESTED [ ]
--------------------------------------------------

Date: , 2001
--------------------------------

Signature(s)
---------------------------------

Signature(s)
--------------------------------
Note: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such.

- --------------------------------------------------------------------------------
* FOLD AND DETACH HERE *

YOUR VOTE IS IMPORTANT.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING
THE ENCLOSED ENVELOPE.

5595 - Roadway Express, Inc.

20
PROXY PROXY
ROADWAY EXPRESS, INC.
CONFIDENTIAL VOTING INSTRUCTION SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MARCH 28, 2001

To KeyBank National Association, Trustee of the Roadway Express, Inc. 401(k)
Stock Savings Plan (the "Plan"): The undersigned, a participant in the plan,
hereby directs the Trustee to vote in person or by proxy (a) all common shares
of Roadway Express, Inc. credited to the undersigned's account under the Plan on
the record date ("allocated shares"); (b) the proportionate number of common
shares of Roadway Express, Inc. allocated to the accounts of other participants
in the Plan, but for which the Trustee does not receive valid voting
instructions ("non-directed shares"); and (c) the proportionate number of common
shares of Roadway Express, Inc. not allocated to the account of any participant
in the plan ("unallocated shares") and to as to which the undersigned is
entitled to direct the voting in accordance with the Plan provisions. Under the
Plan non-directed shares and unallocated shares are voted by the Trustee as
directed by the participants who timely tender a signed voting instruction card.
By completing this Confidential Voting Instruction Card and returning it to the
Trustee, you are authorizing the Trustee to vote allocated shares and a
proportionate amount of the non-directed and unallocated shares held in the
plan. The number of non-directed shares and unallocated shares for which you may
instruct the Trustee to vote will depend on how many other participants exercise
their right to direct the voting of their allocated shares. Any participant
wishing to vote the non-directed shares and unallocated shares differently from
the allocated shares may do so by requesting a separate voting instruction card
by calling at 1-800-991-8947.

Your direction to the Trustee to vote the allocated shares constitutes your
exercise of control over your account under Section 404 (c) of the Employee
Retirement Income Security Act of 1974, as amended. When you exercise control
over the assets held in your account under the Plan, no other person who is
otherwise a fiduciary is responsible for the consequences of your decision.

Additionally, under the Plan, you are a "named fiduciary" (as defined in Section
402 (a) (2) of ERISA) with respect to your decision to vote the allocated shares
(and with regard to your decision to vote the non-directed and unallocated
shares). Fiduciaries under ERISA (including persons designated as "named
fiduciaries") are required to act prudently, solely in the interest of the plan
participants and beneficiaries, and for the exclusive purpose of providing
benefits to the plan participants and beneficiaries. By signing and returning
this or another voting instruction card, you are accepting your designation
under the Plan as a "named fiduciary".

- --------------------------------------------------------------------------------
* FOLD AND DETACH HERE *

5596--Roadway Express, Inc. 401K (Blue)

ROADWAY EXPRESS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]

[ ]

1. Election of Directors For Withhold For All
DIRECTOR NOMINEES: All All Except 2. Ratification of Ernst & Young LLP For Against Abstain
01-Frank P. Doyle, 02-John F. Fiedler, [ ] [ ] [ ] as independent auditors. Directors [ ] [ ] [ ]
03-Dale F. Frey, 04-Phillip J. Meek, recommend a vote FOR proposal 2.
05-Carl W. Schafer, 06-Sarah Roush Werner
and 07-Michael W. Wickham.
Nominee Exception

Date: , 2001

Signature(s)

Signature(s)
Note: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.

* FOLD AND DETACH HERE *

YOUR VOTE IS IMPORTANT.
PLEASE VOTE, SIGN, DATE AND RETURN THIS INSTRUCTION FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.

5596--Roadway Express, Inc. 401K (Blue)