SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CUNNINGHAM J DAWSON

(Last)

(First)

(Middle)

1077 GORGE BLVD.

(Street)

AKRON

44310

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROADWAY CORP [ ROAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/25/2003		M		55,500	A	$20.5	76,678	D
Common Stock								1,125	I	By family
Common stock								735	I	In IRA
Common stock								6,952	I	401(k) stock savings plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)⁽¹⁾	$20.5	08/25/2003		M			13,875	11/10/2000⁽¹⁾	11/10/2009⁽¹⁾	Common Stock	13,875	$0	41,625	D
Stock Options (right to buy)⁽¹⁾	$20.5	08/25/2003		M			13,875	11/10/2001⁽¹⁾	11/10/2009⁽¹⁾	Common Stock	13,875	$0	27,750	D
Stock Options (right to buy)⁽¹⁾	$20.5	08/25/2003		M			13,875	11/10/2002⁽¹⁾	11/10/2009⁽¹⁾	Common Stock	13,875	$0	13,875	D
Stock Options (right to buy)⁽¹⁾	$20.5	08/25/2003		M			13,875	08/19/2003⁽¹⁾	11/10/2009⁽¹⁾	Common Stock	13,875	$0	0	D

Explanation of Responses:

1. Stock options held pursuant to the issuer's Equity Ownership Plan. The Plan entitles the optionee to purchase Common Stock at a predetermined price per share. Such stock options became exercisable to the extent of one-fourth of the grant each year beginning November 10, 2000, one year following the grant date. The last one-fourth of the options became exercisable on August 19, 2003 upon the filing of a joint proxy statement in connection with Roadway Corporation's merger with Yellow Corporation. Vested options may be exercised up to ten years from the date of grant provided the optionee remains an employee of the Company. Otherwise, the options may be exercise up to three years following death or diability and up to five years following retirement.

Remarks:

	/s/ John J. Gasparovic, Attorney in Fact	08/26/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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