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<SEC-DOCUMENT>0000902664-97-000012.txt : 19970110
<SEC-HEADER>0000902664-97-000012.hdr.sgml : 19970110
ACCESSION NUMBER:		0000902664-97-000012
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		19970109
SROS:			NASD
GROUP MEMBERS:		JEFFREY N. VINIK
GROUP MEMBERS:		MARK D. HOSTETTER
GROUP MEMBERS:		MICHAEL S. GORDON
GROUP MEMBERS:		VGH PARTNERS L L C
GROUP MEMBERS:		VGH PARTNERS, L.L.C.
GROUP MEMBERS:		VINIK ASSET MANAGEMENT, L.L.C.
GROUP MEMBERS:		VINIK ASSET MANAGEMENT, L.P.
GROUP MEMBERS:		VINIK PARTNERS, L.P.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			USFREIGHTWAYS CORP
		CENTRAL INDEX KEY:			0000881791
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING (NO LOCAL) [4213]
		IRS NUMBER:				363790696
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-42283
		FILM NUMBER:		97503368

	BUSINESS ADDRESS:	
		STREET 1:		9700 HIGGINS RD STE 570
		CITY:			ROSEMONT
		STATE:			IL
		ZIP:			60018
		BUSINESS PHONE:		7086960200

	MAIL ADDRESS:	
		STREET 1:		9700 HIGGINS ROAD SUITE 570
		CITY:			ROSEMONT
		STATE:			IL
		ZIP:			60018

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TNT FREIGHTWAYS CORP
		DATE OF NAME CHANGE:	19930328

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VGH PARTNERS L L C
		CENTRAL INDEX KEY:			0001027145
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		260 FRANKLIN STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		6172045400

	MAIL ADDRESS:	
		STREET 1:		260 FRANKLIN STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<DESCRIPTION>SCHEDULE 13D
<TEXT>



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934

                           USFreightways Corporation
                               (Name of Issuer)

                         Common Stock, Par Value $.01
                        (Title of Class of Securities)

                                 916906100
                               (CUSIP Number)

                            Peter A. Nussbaum, Esq.
                           Schulte Roth & Zabel LLP
                              900 Third Avenue
                           New York, New York 10022
                                (212) 756-2000
                 (Name, address and telephone number of person
               authorized to receive notices and communications)

                               December 30, 1996
            (Date of event which requires filing of this statement)

      If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box  [ ]. 

      Check the following box if a fee is being paid with the statement  [  ]. 
(A fee is not required only if the reporting person:  (1) has a previous
statement on file reporting beneficial ownership of more than five percent of 
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7.) 

      NOTE:  Six copies of this statement, including all exhibits, should be
filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies
are to be sent.

*     The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see 
the Notes).
<PAGE


SCHEDULE 13D  
  
CUSIP No. 916906100                                         Page 2 of 17 Pages  
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    VGH Partners, L.L.C.               
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    WC       OO
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        557,000  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON            
    WITH       10   SHARED DISPOSITIVE POWER  
                     557,000  
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    557,000   
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    2.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    OO  
<PAGE




SCHEDULE 13D  
  
CUSIP No. 916906100                                      Page 3 of 17 Pages  
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
                    Vinik Partners, L.P.                          
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    WC       OO 
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        557,000  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     557,000  
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    557,000  
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    2.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    PN  
<PAGE





SCHEDULE 13D  
  
CUSIP No. 916906100                               Page 4 of 17 Pages  
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
                    Vinik Asset Management, L.P.                          
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        777,600  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     777,600   
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    777,600  
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    3.4%  
                 
     14        TYPE OF REPORTING PERSON*  
                    PN  
<PAGE


SCHEDULE 13D  
  
CUSIP No. 916906100                                Page 5 of 17 Pages  
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Jeffrey N. Vinik
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,334,600  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,334,600  
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    1,334,600     
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    5.9%  
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D  
  
CUSIP No. 916906100                               Page 6 of 17 Pages  
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Michael S. Gordon
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,334,600  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,334,600  
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    1,334,600  
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    5.9%  
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D  
  
CUSIP No. 916906100                               Page 7 of 17 Pages  
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Mark D. Hostetter
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,334,600  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,334,600  
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    1,334,600  
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    5.9% 
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D  
  
CUSIP No. 916906100                               Page 8 of 17 Pages  
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Vinik Asset Management, L.L.C.                  
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        777,600  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     777,600  
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    777,600   
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    3.4%  
                 
     14        TYPE OF REPORTING PERSON*  
                    OO  
<PAGE


13D                                                        Page 9 of 17 Pages

ITEM 1.  SECURITY AND ISSUER. 

      This statement relates to the common stock, $.01 par value per share 
(the "Common Stock"), issued by USFreightways Corporation, a Delaware 
corporation (the "Company"), whose principal executive offices are located at 
9700 Higgins Road, Rosemont, Illinois 60018.

ITEM 2.   IDENTITY AND BACKGROUND. 

      (a)   This statement is filed by (i) Vinik Partners, L.P., a Delaware
limited partnership ("Vinik Partners"), with respect to shares of Common Stock
beneficially owned by it, (ii) Vinik Asset Management, L.P., a Delaware 
limited partnership ("VAM LP"), with respect to shares of Common Stock
beneficially owned by Vinik Overseas Fund, Ltd., a Cayman Islands company
("Vinik Overseas"), as well as shares of Common Stock held in another 
discretionary account (the "Discretionary Account") managed by VAM LP, (iii) 
Jeffrey N. Vinik, Michael S. Gordon and Mark D. Hostetter with respect to 
shares of Common Stock beneficially owned by Vinik Partners, Vinik Overseas,
and the Discretionary Account; (iv) VGH Partners, L.L.C., a Delaware limited 
liability company ("VGH"), with respect to shares of Common Stock 
beneficially owned by Vinik Partners; and (v) Vinik Asset Management, L.L.C.,
a Delaware limited liability company ("VAM LLC"), with respect to shares of 
Common Stock beneficially owned by Vinik Overseas and the Discretionary 
Account.  The foregoing persons are hereinafter sometimes referred to 
collectively as the "Reporting Persons".  Any disclosures herein with respect
to persons other than the Reporting Persons are made on information and 
belief after making inquiry to the appropriate party. 
      The general partner of Vinik Partners is VGH.  The general partner
of VAM LP is VAM LLC.  Mr. Vinik is the senior managing member, and Messrs. 
Gordon and Hostetter are managing members, of VGH and VAM LLC.  
      (b)   The business address of each of the Reporting Persons is 260 
Franklin Street, Boston, Massachusetts 02110.  The business address of Vinik 
Overseas is c/o Citco Fund Services (Cayman Islands) Ltd., West Bay Road, 
Grand Cayman, Cayman Islands.
      (c)   The principal business of Vinik Partners is that of a
private investment firm engaging in the purchase and sale of securities for
investment for its own account.  The principal business of VAM LP is 
that of an investment adviser engaging in the purchase and sale of securities
for investment on behalf of Vinik Overseas and the Discretionary Account.  The
principal business VGH and VAM LLC is that of acting as the general partner of
Vinik Partners and VAM LP, respectively.  The principal occupation of
Mr. Vinik is serving as the senior managing member of VGH and VAM LLC. 
The principal occupation of Messrs. Gordon and Hostetter is serving as 
managing members of VGH and VAM LLC.
      (d)   None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding 
traffic violations or similar misdemeanors).

<Page


                                                          Page 10 of 17 Pages

      (e)   None of the persons referred to in paragraph (a) above has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
      (f)   Messrs. Vinik, Gordon and Hostetter are United States citizens.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 

      The net investment cost (including commissions, if any) of the shares of
Common Stock held by Vinik Partners, Vinik Overseas and the Discretionary 
Account is $13,902,009.67, $17,965,197.11 and $1,057,384.40, respectively.
      The shares of Common Stock purchased by Vinik Partners were purchased 
with the investment capital of the entity.  The shares of Common Stock
purchased on behalf of Vinik Overseas and the Discretionary Account were 
purchased with their investment capital.  
      The shares of Common Stock beneficially owned by Vinik Partners, Vinik 
Overseas and the Discretionary Account are held in margin accounts maintained 
at Morgan Stanley & Co. Incorporated, which accounts may from time to time 
have debit balances.  Since other securities are held in such margin accounts, 
it is not possible to determine the amounts, if any, of margin used with 
respect to the shares of Common Stock purchased.  Currently, the interest rate 
charged on such various margin accounts is approximately 6.0% per annum.

ITEM 4.   PURPOSE OF THE TRANSACTION.

      The Reporting Persons acquired the shares of Common Stock for investment 
purposes, and the Reporting Persons intend to evaluate the performance of such 
securities as an investment in the ordinary course of business.  The Reporting 
Persons pursue an investment objective that seeks capital appreciation.  In 
pursuing this investment objective, the Reporting Persons analyze the 
operations, capital structure and markets of companies in which they invest, 
including the Company, on a continuous basis through analysis of documentation 
and discussions with knowledgeable industry and market observers and with 
representatives of such companies (often at the invitation of management).  
      Each Reporting Person will continuously assess the Company's business, 
financial condition, results of operations and prospects, general economic 
conditions, the securities markets in general and those for the Company's 
securities in particular, other developments and other investment 
opportunities.  Depending on such assessments, one or more of the Reporting 
Persons may acquire additional shares of Common Stock or may determine to 
sell or otherwise dispose of all or some of its holdings of shares of Common 
Stock.  Such actions will depend upon a variety of factors, including, 
without limitation, current and anticipated future trading prices for such 
Common Stock, the financial condition, results of operations and prospects of
the Company, alternate investment opportunities, and general economic, 
financial market and industry conditions.  
      None of the Reporting Persons has any plans or proposals which relate 
to, or could result in, any of the matters referred to in paragraphs (a) 
through (j), inclusive, of Item 4 of Schedule 13D.  

<Page


                                                           Page 11 of 17 Pages

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (a)   The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 22,545,210 
shares outstanding, which is the total number of shares of Common Stock 
outstanding as of November 11, 1996, as reflected in the Company's quarterly 
report on Form 10-Q filed with the Securities and Exchange Commission (the 
"Commission") for the fiscal quarter ended September 28, 1996 (which is the 
most recent Form 10-Q on file).

      As of the close of business on January 8, 1997:

            (i)   Vinik Partners owns beneficially 557,000 shares of Common
Stock, constituting approximately 2.5% of the shares outstanding.
            (ii)  VAM LP owns directly no shares of Common Stock.  By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Act"), VAM LP may be deemed to own beneficially 734,000
shares (constituting approximately 3.3% of the shares outstanding) held by
Vinik Overseas, and 43,600 shares of Common Stock (constituting 
approximately 0.2% of the shares outstanding) held by the Discretionary 
Account, which, when aggregated, total 777,600 shares of Common Stock, 
constituting approximately 3.4% of the shares outstanding.
            (iii)  Messrs. Vinik, Gordon and Hostetter each directly owns no 
shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, 
each may be deemed to beneficially own the 557,000 shares beneficially owned
by Vinik Partners, the 734,000 shares beneficially owned by Vinik Overseas,
and the 43,600 shares beneficially owned by the Discretionary Account.  
Such shares total 1,334,600 shares of Common Stock, constituting approximately
5.9% of the shares outstanding.
            (iv)  VGH owns directly no shares of Common Stock.  By reason 
of the provisions of Rule 13d-3 of the Act, VGH may be deemed to own 
beneficially the 557,000 shares beneficially owned by Vinik Partners,
constituting approximately 2.5% of the shares outstanding.
            (v)  VAM LLC owns directly no shares of Common Stock.  By reasons
of the provisions of Rule 13d-3 of the Act, VAM LLC may be deemed to own the
734,000 shares beneficially owned by Vinik Overseas and the 43,600 shares 
beneficially owned by the Discretionary Account.  When the shares beneficially 
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 777,600 shares of Common Stock, constituting approximately 3.4% of 
the shares outstanding.
            (vi)  In the aggregate, the Reporting Persons beneficially
own a total of 1,334,600 shares of Common Stock, constituting approximately
5.9% of the shares outstanding. 

<Page


                                                          Page 12 of 17 Pages

           (b)  Vinik Partners has the power to dispose of and the power to 
vote the shares of Common Stock beneficially owned by it, which power may be 
exercised by its general partner, VGH.  Each of Vinik Overseas and the 
Discretionary Account is a party to an investment management agreement with 
VAM LP pursuant to which VAM LP has investment authority with respect to
securities held in such account.  Such authority includes the power to dispose 
of and the power to vote securities held in such accounts.  Such
power may be exercised by VAM LP's general partner, VAM LLC.  Jeffrey N. 
Vinik, as the senior managing member of VGH and VAM LLC, and Messrs. Gordon 
and Hostetter, as managing members thereof, have shared power to dispose 
of and shared power to vote the Common Stock held by other 
Reporting Persons.
            (c)   The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common Stock
from the 60th day prior to December 30, 1996 until January 8, 1997 by Vinik 
Partners and by VAM LP, on behalf of Vinik Overseas and the Discretionary 
Account, are set forth in Schedules A, B and C.  
            (d)   No person other than each respective record owner of shares 
of Common Stock referred to herein is known to have the right to receive or
the power to direct the receipt of dividends from or the proceeds of sale of
such shares of Common Stock.

ITEM 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER. 

      There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof or between such 
persons and any other person with respect to any securities of the Company
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS. 
      
      The following exhibit is being filed with this Schedule:

Exhibit  1  A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) of the Act.

<Page


                                                         Page 13 of 17 Pages

                                    SIGNATURES

      After reasonable inquiry and to the best of our knowledge and belief, 
the undersigned certify that the information set forth in this statement is 
true, complete and correct.

DATED:  January 9, 1997             /s/ Jeffrey N. Vinik,
                                    JEFFREY N. VINIK, individually
                                    and as senior managing member of
                                    VGH Partners, L.L.C., on behalf
                                    of VINIK PARTNERS, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of Vinik Asset Management, L.L.C.,
                                    on behalf of VINIK ASSET MANAGEMENT, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of VGH PARTNERS, L.L.C. and
                                    VINIK ASSET MANAGEMENT, L.L.C.

                                    /s/ Michael S. Gordon, individually
                                    MICHAEL S. GORDON

                                    /s/ Mark D. Hostetter, individually
                                    MARK D. HOSTETTER


<Page


                                                          Page 14 of 17 Pages


                                  Schedule A

                             Vinik Partners, L.P.

                       Transactions in the Common Stock

                                                      Price Per Share   
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       commissions, if any)
__________________________________________________________________________

11/01/96                48,400                        $21.9231
11/05/96                11,200                        $21.5000
11/06/96                11,200                        $21.4583
11/08/96                13,100                        $21.5625
11/11/96                 7,400                        $22.1450
11/11/96                22,400                        $22.5938
11/12/96                18,800                        $23.8625
11/13/96                22,500                        $23.8125
11/14/96                49,900                        $23.0400
11/15/96                11,200                        $23.2708
11/18/96                 7,500                        $23.6250
11/19/96                 9,300                        $24.1375
11/20/96                 7,500                        $24.0938
11/21/96                14,900                        $23.9844
11/22/96                 7,500                        $23.5938
11/25/96                 9,300                        $23.6250
11/26/96                 8,400                        $24.8125
12/02/96                 3,700                        $25.8750
12/04/93                11,200                        $26.0208
12/05/96                 3,700                        $25.8750
12/09/96                 7,500                        $25.8750
12/10/96                11,200                        $26.2500
12/17/96                 7,500                        $25.8750
12/18/96                 3,700                        $26.0000
12/19/96                 7,500                        $26.1875
12/20/96                11,300                        $26.1450
12/23/96                11,200                        $26.0200
12/24/96                 7,500                        $26.7188
12/26/96                30,900                        $27.1099
12/27/96                12,500                        $27.1437
12/30/96                48,500                        $27.8317
12/31/96                17,700                        $27.3947
01/02/97                55,800                        $27.4400
01/02/97                16,700                        $27.2031
01/07/97                 4,200                        $27.0000
01/08/97                 4,200                        $26.7500

<Page



                                                           Page 15 of 17 Pages

                                   Schedule B

                            Vinik Asset Management, L.P.
                                  on behalf of
                             Vinik Overseas Fund, Ltd.

                       Transactions in the Common Stock

                                                      Price Per Share
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       commissions, if any)
__________________________________________________________________________

11/01/96                76,800                        $21.9231
11/05/96                17,700                        $21.5000
11/06/96                17,600                        $21.4583
11/08/96                20,500                        $21.5625
11/11/96                11,900                        $22.1450
11/11/96                35,300                        $22.5938
11/12/96                29,300                        $23.8625
11/13/96                35,300                        $23.8125
11/14/96                78,200                        $23.0400
11/15/96                17,600                        $23.2708
11/18/96                11,700                        $23.6250
11/19/96                14,700                        $24.1375
11/20/96                11,800                        $24.0938
11/21/96                23,600                        $23.9844
11/22/96                11,800                        $23.5938
11/25/96                14,800                        $23.6250
11/26/96                13,200                        $24.8125
12/02/96                 5,900                        $25.8750
12/04/93                17,700                        $26.0208
12/05/96                 5,900                        $25.8750
12/09/96                11,800                        $25.8750
12/10/96                17,700                        $26.2500
12/17/96                11,800                        $25.8750
12/18/96                 5,900                        $26.0000
12/19/96                11,800                        $26.1875
12/20/96                17,900                        $26.1450
12/23/96                17,700                        $26.0200
12/24/96                11,800                        $26.7188
12/26/96                48,700                        $27.1099
12/27/96                19,700                        $27.1437
12/30/96                76,700                        $27.8317
12/31/96                28,000                        $27.3947
01/02/97               (49,800)                       $27.4350
01/02/97                22,000                        $27.2031
01/07/97                 5,500                        $27.0000
01/08/97                 5,500                        $26.7500
<PAGE>



                                                           Page 16 of 17 Pages

                                  Schedule C

                            Vinik Asset Management, L.P.
                                on behalf of the
                              Discretionary Account

                       Transactions in the Common Stock

                                                      Price Per Share
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       commissions, if any)
__________________________________________________________________________

11/01/96                 4,800                        $21.9231
11/05/96                 1,100                        $21.5000
11/06/96                 1,200                        $21.4583
11/08/96                 1,400                        $21.5625
11/11/96                   800                        $22.1450
11/11/96                 2,300                        $22.5938
11/12/96                 1,900                        $23.8625
11/13/96                 2,200                        $23.8125
11/14/96                 4,900                        $23.0400
11/15/96                 1,200                        $23.2708
11/18/96                   800                        $23.6250
11/19/96                 1,000                        $24.1375
11/20/96                   700                        $24.0938
11/21/96                 1,500                        $23.9844
11/22/96                   700                        $23.5938
11/25/96                   900                        $23.6250
11/26/96                   900                        $24.8125
12/02/96                   400                        $25.8750
12/04/93                 1,100                        $26.0208
12/05/96                   400                        $25.8750
12/09/96                   700                        $25.8750
12/10/96                 1,100                        $26.2500
12/17/96                   700                        $25.8750
12/18/96                   400                        $26.0000
12/19/96                   700                        $26.1875
12/20/96                 1,100                        $26.1450
12/23/96                 1,100                        $26.0200
12/24/96                   700                        $26.7188
12/26/96                 3,100                        $27.1099
12/27/96                 1,300                        $27.1437
12/30/96                 4,800                        $27.8317
12/31/96                 1,800                        $27.3947
01/02/97                (6,000)                       $27.4350
01/02/97                 1,300                        $27.2031
01/07/97                   300                        $27.0000
01/08/97                   300                        $26.7500

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<TEXT>



                                                        Page 17 of 17 Pages

                                 EXHIBIT 1

                        JOINT ACQUISITION STATEMENT
                        PURSUANT TO RULE 13d-1(f)1

     The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D, as amended, 
shall be filed on behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements.  The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.


DATED:  January 9, 1997             /s/ Jeffrey N. Vinik,
                                    Jeffrey N. Vinik, individually
                                    and as senior managing member of
                                    VGH Partners, L.L.C., on behalf
                                    of VINIK PARTNERS, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of Vinik Asset Management, L.L.C.,
                                    on behalf of VINIK ASSET MANAGEMENT, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of VGH PARTNERS, L.L.C. and
                                    VINIK ASSET MANAGEMENT, L.L.C.

                                    /s/ Michael S. Gordon, individually
                                    MICHAEL S. GORDON

                                    /s/ Mark D. Hostetter, individually
                                    MARK D. HOSTETTER

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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