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, 1995
-----------------
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 0-10716
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CALIBER SYSTEM, INC.
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Ohio 34-1365496
------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

3560 W. Market Street, P.O. Box 5459, Akron, Ohio 44334-0459
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (216) 665-5646
--------------

Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None
------------------------------- --------------------------------

Securities registered pursuant to Section 12(g) of the Act:
Common Stock-without par value
-----------------------------------------------------------------------
(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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 29, 1996 was $917,790,000.

The number of shares of the issuer's common stock outstanding as of February
29, 1996 was 39,104,333.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1995 are incorporated by reference into Parts I and II.

Certain portions of the registrant's proxy statement for the annual meeting of
shareholders to be held on May 8, 1996 are incorporated by reference into Part
III.

2
PART I

Item 1. - Business.
- ------- ---------

The registrant, Caliber System, Inc. (formerly Roadway Services, Inc.),
is a corporation organized under the laws of the State of Ohio in 1982 and is
engaged through its subsidiaries in a broad range of transportation, logistics,
and related information services. On December 14, 1995, the shareholders of the
registrant approved the spin-off to the registrant's shareholders of
approximately 95% of the stock of its wholly-owned subsidiary, Roadway Express,
Inc., the registrant's national long haul, less-than-truckload (LTL) motor
freight carrier. The spin-off was completed at the beginning of 1996. On
November 6, 1995 the registrant announced plans to exit the air freight business
served by Roadway Global Air, Inc., its worldwide air freight carrier.
Additional information concerning the above transactions is set forth in the
discussion contained on pages 4, 5 and 19, and pages 30 through 33 of the
registrant's Annual Report to Shareholders for the year ended December 31, 1995,
and is incorporated herein by reference. The registrant's remaining operations
include a small-package carrier, a superregional freight carrier, a surface
expedited carrier and a contract logistics provider. These operations provide
services and solutions to meet customer requirements based upon shipment size,
distance, time in transit, and distribution needs. The registrant conducts
these operations principally through RPS, Inc. ("RPS", formerly Roadway Package
System, Inc.), Viking Freight, Inc. ("Viking", formerly Viking Freight System,
Inc.), Roberts Express, Inc. ("Roberts") and Caliber Logistics, Inc. ("Caliber
Logistics", formerly Roadway Logistics Systems, Inc.).

RPS serves customers in the small-package market throughout North
America and between North America and Europe, focusing primarily on the
business-to-business delivery of packages weighing up to 150 pounds. RPS
provides service to 98% of the United States, and, through RPS, Ltd., its
subsidiary, to 100% of Canada. RPS service extends to 27 European countries
through a partnership with General Parcel Logistics GmbH. RPS also offers
service offshore to Puerto Rico, Alaska and Hawaii via a ground/air network
operation. RPS provides other specialized transportation services to meet
specific customer requirements in the small-package market. RPS conducts its
operations primarily with owner-operated vehicles and, in addition, owns over
7,000 trailers. United Parcel Service is the dominant carrier in the portion of
the industry in which RPS competes. Competition focuses largely on providing
economical pricing and dependable service.

Viking is a superregional freight carrier, formed early in 1996 by the
consolidation of the businesses of four regional carrier subsidiaries, Central
Freight Lines Inc., Coles Express, Inc., Spartan Express, Inc., and Viking
Freight System, Inc., with regional coverage across the country. Viking's
primary business consists of handling shipments weighing less than 10,000 pounds
each. Most of their shipments require less than the full cargo and/or weight
capacity of a trailer and are more efficiently transported by sharing trailer
capacity with other shipments. Viking operates a dedicated trucking network
principally serving its core geographic markets with next-day and second-day
freight service. In addition, national service is provided

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3
to meet specific customer requirements. With a fleet of over 20,000 trucks,
tractors and trailers, Viking serves 91% of the U.S. population in all 50 states
and Puerto Rico; it also serves Canada through an arrangement with Interlink
Freight Systems, Inc. The freight industry is extremely competitive. High levels
of competition and periodic industry overcapacity continue to result in
aggressive discounting and narrow margins. Viking competes primarily with other
regional freight carriers and, to a lesser extent, national freight and
small-package carriers.

Roberts is the largest surface expedited carrier in North America,
providing critical needs shipping and transportation for emergency shipments.
Roberts also provides similar service in Europe. Utilizing over 2,000 vehicles,
Roberts delivers shipments within 15 minutes of the promised delivery time in
96% of all cases. In addition to time-critical delivery, Roberts offers White
Glove Services(R), requiring specially equipped vehicles and highly trained
teams to handle such items as electronics, medical equipment, radioactive
materials, pressurized gases, trade show exhibits and works of art. Roberts
transports freight through independent owner-operators.

Caliber Logistics is a contract logistics provider with expertise across
the entire supply chain, from inbound materials management through distribution
to the final consumer. Services provided include transportation management,
dedicated transportation, warehouse operations and management, just-in-time
delivery programs (including light assembly and manufacturing), customer order
processing, returnable container management, freight bill payment and auditing
and other management services outsourced by its customers. Caliber Logistics
operates in a relatively new business area and further vigorous competition is
expected from existing competitors and new entrants.

At the end of 1995, the registrant and its affiliates employed
approximately 25,700 persons (on a full time equivalent basis) and utilized the
services of approximately 10,500 independent contractors.

All of the registrant's domestic motor carrier subsidiaries are subject
to regulation by the United States Department of Transportation.

The freight transportation industry is affected directly by the state of
the overall economy. Seasonal fluctuations affect tonnage, revenues, and
earnings, with the fall of each year being the busiest shipping period and the
months of December and January the slowest.

Item 2. - Properties.
- ------- -----------

Caliber System, Inc.
- --------------------

Corporate offices of the registrant and its information systems
subsidiary, Caliber Technology, Inc. (formerly Roadway Information Technology,
Inc.) are located in Akron, Ohio in leased facilities. Limited additional
corporate office space is located in nearby leased facilities.

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4

RPS, Inc.
- ---------

As of December 31, 1995, RPS operated 339 terminals, including 23 hub
facilities. Forty-six of the terminals, 19 of which are hub facilities, are
owned; and 293 terminals, including the other four hub facilities, are leased,
generally for terms of three years or less. Twelve of the terminals, including
three hub facilities, are operated by RPS, Ltd., RPS' Canadian subsidiary. The
23 hub facilities are strategically located to cover the geographic area served
by RPS. These facilities, averaging 97,500 square feet, range in size from
24,000 to 147,900 square feet.

RPS' corporate offices and information and data centers are located in
an approximately 350,000 square foot building owned by a subsidiary of the
registrant in the Pittsburgh, Pennsylvania area.

Viking Freight, Inc.
- --------------------

As of December 31, 1995, Viking operated 221 terminals. Eighty-four
of the terminals, with 4,450 loading spaces, are owned; and the remaining
137 terminals, with 3,128 loading spaces, are leased. The largest terminal
facility, located in Dallas, Texas, has 525 loading spaces and is owned by the
company. The company's general offices are located in leased facilities in San
Jose, California.

Roberts Express, Inc.
- -------------------------------------

Roberts' general offices are located in Akron, Ohio in owned facilities.
Roberts does not use terminal facilities in its business.

Caliber Logistics, Inc.
- -----------------------

Caliber Logistics' general offices are located in Hudson, Ohio in leased
facilities.

Item 3. - Legal Proceedings.
- ------- ------------------

The registrant is involved in various lawsuits arising in the ordinary
course of its business. In the opinion of management, the outcome of these
matters will not have a material adverse effect on the financial condition or
results of operations of the registrant.

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

On December 14, 1995, the registrant held a special meeting of
shareholders at 901 Lakeside Ave., Cleveland, Ohio. The purpose of the meeting
was to vote on the proposals recommended by the Board of Directors to approve
the following:

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5

Proposal One: The distribution by the registrant of at least 95% of the
outstanding shares of common stock of Roadway Express, Inc. ("REX"), a then
wholly-owned subsidiary of the registrant to the shareholders of record on
December 29, 1995, on the basis of one share of common stock of REX for each
two shares of common stock of the registrant. The results of the vote on
Proposal One were as follows:

For Against Abstain Broker-Non-votes
---------- ------- ------ ----------------

27,232,978 163,328 83,355 1,581,301

Proposal Two: An amendment to the Amended Articles of Incorporation of the
registrant changing the name of the registrant to "Caliber System, Inc." The
results of the vote on Proposal Two were as follows:

For Against Abstain Broker-Non-votes
---------- ------- ------ ----------------

28,724,960 252,503 83,499 -0-

Proposal Three: The adoption by REX, then a wholly-owned subsidiary of the
registrant, of the REX Management Incentive Stock Plan. The results of the vote
on Proposal Three were as follows:

For Against Abstain Broker-Non-votes
---------- ------- ------ ----------------

27,461,069 895,000 704,857 36

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6
Executive Officers of the Registrant.
- -------------------------------------

Name and Age Present Positions and Recent Business Experience
- ------------ ------------------------------------------------

Donald C. Brown Vice President-Human Resources since January 1996; previously he served as Vice
President-Corporate Support Services during 1995; Assistant Controller from January 1992
through 1994; and Assistant to Vice President and Controller from December 1990 through
1991. Age 40.

John P. Chandler Vice President and Treasurer since January 1996; previously he served as Vice
President-Administration and Treasurer from January 1994 through 1995; Vice
President-Administration during 1993; and President of Roadway Package System, Inc. from
July 1990 to December 1992. Age 52.

Kathryn W. Dindo Vice President and Controller since January 1996; previously she served as Assistant
Controller from August 1994 through 1995; previous to employment with the registrant, she
was a partner with Ernst & Young LLP since 1985. Age 46.

Douglas G. Duncan Vice President-Corporate Marketing since January 1996; previously he served as Vice
President-Special Assignment from September 1995 through December 1995; previously he was
Vice President-Sales for Roadway Express, Inc. since January 1991. Age 44.

Jonathan T. Pavloff Vice President-Corporate Planning since February 1991; previously he served as
President of Caliber Technology, Inc., a registrant owned management information subsidiary,
from 1989 to February 1991. Age 46.

Daniel J. Sullivan Director since August 1990, President and Chief Executive Officer since August 1995;
and Chairman since October 1995; previously he served as President and Chief Operating
Officer from January 1994 to August 1995; Senior Vice President and President-National
Carrier Group during 1993; Vice President and President-National Carrier Group during 1992;
Vice President and Group Executive from July 1990 through 1991; and President of RPS, Inc.
through June 1990. Age 49.

D. A. Wilson Senior Vice President-Finance and Planning, Secretary and Chief Financial Officer
since January 1994; previously he served as Senior Vice President-Finance and Planning and
Secretary during 1993 and as Vice President-Finance and Secretary from 1989 through 1992.
Age 51.

Officers are elected to serve on a calendar year basis except for the Chairman,
President, Treasurer and Secretary, who are elected for an annual term
following the annual meeting of shareholders. No family relationships exist
between any of the executive officers named above or between any executive
officer and any director of the registrant.

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7
PART II

Item 5. - Market for Registrant's Common Equity and Related Stockholder
- ------- -------------------------------------------------------------
Matters.
--------

In response to the information called for by this Item, the material set
forth under the heading "Common Stock and Dividends" on page 39 of the
registrant's Annual Report to Shareholders for the year ended December 31, 1995,
is incorporated herein by reference.

Item 6. - Selected Financial Data.
- ------- ------------------------

In response to the information called for by this Item, the historical
data set forth for the years 1995, 1994, 1993, 1992 and 1991, and Notes (1), (2)
and (3) on pages 42 and 43 of the registrant's Annual Report to Shareholders for
the year ended December 31, 1995, are incorporated herein by reference.

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

In response to the information called for by this Item, the material set
forth on pages 19 through 22 of the registrant's Annual Report to Shareholders
for the year ended December 31, 1995, is incorporated herein by reference.

Item 8. - Financial Statements and Supplementary Data.
- ------- --------------------------------------------

The consolidated financial statements of the registrant and its
subsidiaries set forth on pages 24 through 38 and the Report of Independent
Auditors on page 23 of the registrant's Annual Report to Shareholders for the
year ended December 31, 1995, are incorporated herein by reference.

The material set forth under the heading "Summary of Quarterly Results
of Operations" on page 40 and 41 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1995, is incorporated herein by
reference.

Item 9. - Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure.
---------------------

None.

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8
PART III

Item 10. - Directors and Executive Officers of the Registrant.
- -------- ---------------------------------------------------

In response to the information called for by Item 401 of Regulation S-K
with respect to directors of the registrant, the material set forth under the
heading "Information About Nominees for Directors" in the registrant's proxy
statement for the annual meeting of shareholders to be held on May 8, 1996,
which will be filed pursuant to Regulation 14A with the Securities and Exchange
Commission, is incorporated herein by reference.

In response to the information called for by Item 401 of Regulation S-K
with respect to executive officers of the registrant, the material set forth
under the heading "Executive Officers of the Registrant" in Part I of this Form
10-K Annual Report for the year ended December 31, 1995, is incorporated herein
by reference.

Item 11. - Executive Compensation.
- -------- -----------------------

In response to the information called for by this Item with respect to
directors of the registrant, the material set forth under the heading "Director
Compensation" in the registrant's proxy statement for the annual meeting of
shareholders to be held on May 8, 1996, which will be filed pursuant to
Regulation 14A with the Securities and Exchange Commission, is incorporated
herein by reference.

In response to the information called for by this Item with respect to
executive officers of the registrant, the material set forth under the heading
"Executive Compensation and Shareholdings by Executive Officers" in the
registrant's proxy statement for the annual meeting of shareholders to be held
on May 8, 1996, which will be filed pursuant to Regulation 14A with the
Securities and Exchange Commission, is incorporated herein by reference.

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

In response to the information called for by this Item, the material set
forth under the heading "Principal Holders of Company Common Stock on February
29, 1996," including the notes thereto; the material set forth under the heading
"Information About Nominees for Directors," including the notes thereto; and the
material set forth under the heading "Ownership of Company Common Stock by
Management," including the notes thereto, in the registrant's proxy statement
for the annual meeting of shareholders to be held on May 8, 1996, which will be
filed pursuant to Regulation 14A with the Securities and Exchange Commission, is
incorporated herein by reference.

Item 13. - Certain Relationships and Related Transactions.
- -------- -----------------------------------------------

None.

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9

PART IV

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

(a)(1) and (2) List of Financial Statements and Financial Statement
Schedules--The response to this portion of Item
14 is submitted as a separate section of this report.

(3) Exhibit Index--The response to this portion of Item 14 is
submitted as a separate section of this report.

(b) Reports on Form 8-K Filed in the Fourth Quarter of 1995--A
report on Form 8-K dated November 17, 1995 was filed under:

* Item 2, Acquisition or Disposal of Assets. - Announced plans
to exit the air freight business served by its subsidiary
Roadway Global Air, Inc. and to sell certain related assets.

* Item 7, Financial Statements, Pro Forma Financial Information
and Exhibits.-

The following pro forma financial information was
incorporated by reference to note (b) on page 32 and to pages
33 through 38 of the registrant's Proxy Statement for the
Special Meeting of Shareholders held on December 14, 1995.

Roadway Services, Inc. Pro Forma Condensed Financial
Statements:

* Unaudited Pro Forma Condensed Balance Sheet,
September 9, 1995

* Unaudited Pro Forma Statement of Consolidated Income,
Thirty-Six Weeks Ended September 9, 1995

* Unaudited Pro Forma Statement of Consolidated Income,
Year Ended December 31, 1994

* Unaudited Pro Forma Statement of Consolidated Income,
Thirty-Six Weeks Ended September 10, 1994

(d) Financial Statement Schedules--The response to this portion of
Item 14 is submitted as a separate section of this report.

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10
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.

CALIBER SYSTEM, INC.

Date March 12, 1996 By /s/ Daniel J. Sullivan
-------------- -------------------------------------
Daniel J. Sullivan, Chairman,
President and Chief Executive Officer

Date March 12, 1996 By /s/ D. A. Wilson
-------------- -------------------------------------
D. A. Wilson, Senior Vice President-
Finance and Planning, Secretary
and Chief Financial Officer

Date March 12, 1996 By /s/ Kathryn W. Dindo
-------------- -------------------------------------
Kathryn W. Dindo,
Vice President and Controller

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.

CALIBER SYSTEM, INC.

Date March 12, 1996 By /s/ G. B. Beitzel
-------------- -------------------------------------
G. B. Beitzel, Director

Date March 12, 1996 By /s/ R. A. Chenoweth
-------------- -------------------------------------
R. A. Chenoweth, Director

Date March 12, 1996 By /s/ Charles R. Longsworth
-------------- -------------------------------------
Charles R. Longsworth, Director

Date March 12, 1996 By /s/ Daniel J. Sullivan
-------------- -------------------------------------
Daniel J. Sullivan, Director

Date March 12, 1996 By H. Mitchell Watson, Jr.
-------------- -------------------------------------
H. Mitchell Watson, Jr., Director

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11

ANNUAL REPORT ON FORM 10-K

ITEM 14(a) (1) AND (2), AND 14(d)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

FINANCIAL STATEMENT SCHEDULE

YEAR ENDED DECEMBER 31, 1995

CALIBER SYSTEM, INC.

AKRON, OHIO

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12
FORM 10-K--ITEM 14(a) (1) AND (2)

CALIBER SYSTEM, INC. AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

The following consolidated financial statements, included in the registrant's
Annual Report to Shareholders for the year ended December 31, 1995, are
incorporated by reference in Item 8:

Consolidated Balance Sheets--December 31, 1995 and 1994--pages 24 and 25
Statements of Consolidated Income--Years ended December 31, 1995, 1994
and 1993--page 26
Statements of Consolidated Cash Flows--Years ended December 31, 1995,
1994 and 1993--page 27
Statements of Consolidated Shareholders' Equity--Years ended December
31, 1995, 1994 and 1993--pages 28 and 29
Notes to Consolidated Financial Statements--December 31, 1995--pages 30
through 38

The following consolidated financial statement schedule of Caliber System, Inc.
and subsidiaries is included in Item 14(d):

Schedule II-Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

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13
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

CALIBER SYSTEM, INC.

Years Ended December 31, 1995, 1994 and 1993

(dollars in thousands)

- ------------------------------------------------------------------------------------------------------------------------------------
COL.A COL.B COL.C COL.D COL.E
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
DESCRIPTION BALANCE AT BEGINNING ------------------------------------ DEDUCTIONS-DESCRIBE BALANCE AT END
OF PERIOD (1) (2) OF PERIOD

CHARGED TO COST CHARGED TO OTHER
AND EXPENSES ACCOUNTS-DESCRIBE
- ------------------------------------------------------------------------------------------------------------------------------------

1995
Reserve related to
discontinuance of RGA $ - $64,925 $ - $14,991 (A) $49,934

Allowance for uncollectible
accounts $ 9,639 $12,737 $ - $ 9,790 (C) $12,586

1994
Allowance for uncollectible
accounts (B) $ 6,891 $ 9,274 $ - $ 6,526 (C) $ 9,639

1993
Allowance for uncollectible
accounts (B) $ 4,460 $ 7,225 $ 486 (D) $ 5,280 (C) $ 6,891

<FN>
(A) Charges against reserve.

(B) Restated to reflect the spin-off of Roadway Express, Inc. and exit from
the air freight business served by Roadway Global Air, Inc. (RGA).

(D) Additions from business acquisition.

EXHIBIT INDEX

3.1 Second Amended Articles of Incorporation of the Registrant.

3.2 Restated Amended Code of Regulations of the Registrant effective May 10, 1989 (filed as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference).

9 Amended Restated Voting Trust Agreement effective November 1, 1992 (filed as Exhibit 9 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference).

10.1 Distribution Agreement between Roadway Services, Inc. and Roadway Express, Inc. dated December 29, 1995 (filed as Exhibit
10.1 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated herein by reference).

10.2* Roadway Services, Inc. Long-Term Stock Award Incentive Plan (as Amended and Restated December 1992) (filed as Exhibit 10.1
to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by
reference).

10.3* Restricted Book Value Shares Plan for Roadway Services, Inc. and Certain Operating Companies (as Amended and Restated as of
January 13, 1994) (filed as Exhibit 4(c) to Post-Effective Amendment No. 3 to Registration Statement No. 33-44502, and
incorporated herein by reference).

10.4* Roadway Services, Inc. Directors' Deferred Fee Plan (as Amended and Restated as of May 10, 1995) (filed as Exhibit 10 to
the Registrant's Quarterly Report on Form 10-Q dated July 19, 1995, and incorporated herein by reference).

10.5* Roadway Services, Inc. 1994 Nonemployee Directors' Stock Plan (filed as Exhibit 10.4 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, and incorporated herein by reference).

10.6* Roadway Services, Inc. Retirement Plan for Nonemployee Directors (as Amended as of February 10, 1993) (filed as Exhibit
10.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by
reference).

10.7* Written description of Officers' Incentive Compensation Plan.

__________________________________
<FN>
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of this
report.

EXHIBIT INDEX (CONTINUED)

10.8(a)* Roadway Services, Inc. Excess Plan effective January 1, 1993 (filed as Exhibit 10.7(a) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference).

10.8(b)* Roadway Services, Inc. 401(a)(17) Benefit Plan effective January 1, 1993 (filed as Exhibit 10.7(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by
reference).

10.8(c)* Roadway Services, Inc. Administrative Document for Excess Plan and 401(a)(17) Benefit Plan effective January 1,
1993 (filed as Exhibit 10.7(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference).

10.9(a) Credit Agreement among Roadway Services, Inc., Several Lenders and Chemical Bank dated as of March 31, 1994
(filed as Exhibit 10 to the Registrant's Current Report on Form 8-K dated January 17, 1995, and incorporated
herein by reference).

10.9(b) Form of First Amendment and Waiver to Credit Agreement among Roadway Services, Inc., the several banks and other
financial institutions parties thereto and Chemical Bank, as agent for the lenders, dated as of September 29, 1995
(filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated
herein by reference).

13 Annual Report to Shareholders for the year ended December 31, 1995.

21 Significant Subsidiaries of the Registrant.

23 Consent of Ernst & Young LLP.

27 Financial Data Schedule.

__________________________________
<FN>
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of this
report.