SECURITIES AND EXCHANGE COMMISSION
                       Washington D.C. 20549


                              FORM 8-K

         Current Report Pursuant to Section 13 or 15(d) of
              The Securities Exchange Act of 1934


              Date of Report (Date of earliest event reported)
                          August 12, 2002


                        USFREIGHTWAYS CORPORATION


        Delaware                 0-19791                      36-3790696
    (State of Incorporation)   (Commission                 (IRS Employer
                               File Number)             Identification No.)

               8550 West Bryn Mawr Avenue, Suite 700
                     Chicago, Illinois                        60631
         (Address of principal executive offices)         (Zip Code)

                   Registrant's telephone number
             including area code:  (773) 824-1000


                        Not Applicable
   (Former name or former address, if changed since last report)
















Item 5.    Other Events.

On August 12, 2002, USFreightways Corporation announced that it had amended its
Quarterly Report on Form 10-Q for first quarter, 2002, which was filed on
May 10, 2002.  The amended Quarterly Report on Form 10-Q restated a $12,760,000
pre-tax charge for relinquishing the Company's interest in USF Asia Group, Ltd.
from a Non-operating expense to an Operating expense, and was filed on August
12, 2002.

Item 7. Financial Statements and Exhibits.

The following is filed as an exhibit to this report.

Exhibit  Description
Number

99.1 News Release, dated August 12, 2002.

     Exhibits (furnished pursuant to Item 9)

99.2 Statement of Chief Executive Officer Pursuant to
     Section 1350(a) of Title 18, United States Code

99.3 Statement of Chief Financial Officer Pursuant to
     Section 1350(a) of Title 18, United States Code

Item 9. Regulation FD Disclosure.

        Exhibits 99.2 and 99.3 attached to this Form 8-K are hereby furnished
        pursuant to Item 9.



SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.

USFREIGHTWAYS CORPORATION

By:/s/ Christopher L. Ellis
   ________________________
       Christopher L. Ellis
       Senior Vice President, Finance and Chief Financial Officer

Date:August 12, 2002



EXHIBIT 99.1

FOR IMMEDIATE RELEASE             FOR FURTHER INFORMATION CONTACT:
AUGUST 12, 2002                       CHRIS ELLIS  773.824.2205

USFreightways Makes Announcements

Chicago...  USFreightways Corporation announced it has filed an amended Form10-Q
for the first quarter  2002.  The amended Form 10-Q  reclassifies  a $12,760,000
pre-tax charge for relinquishing the Company's  interest in USF Asia Group, Ltd.
from a Non-operating  expense to an Operating  expense.  This restated Form 10-Q
does not change the Company's reported revenue,  net income,  earnings per share
or equity  initially  reported in the Company's  first quarter 2002 Form 10-Q in
the form approved by its previous auditors. This action was taken by the Company
following consultation with its newly appointed auditors, Deloitte & Touche LLP.

Samuel  K.  Skinner,   Chairman,   President  and  Chief  Executive  Officer  of
USFreightways and Christopher L. Ellis, Senior Vice President, Finance and Chief
Financial  Officer will file sworn  statements  with the Securities and Exchange
Commission certifying USFreightways' SEC filings on or before August 14th in the
form prescribed by the SEC.

"The USFreightways  Board of Directors,  which has the responsibility to provide
active   oversight   on  behalf  of  our   shareholders,   fully   supports  the
Sarbanes-Oxley  Act of 2002 and the  proposed  Actions on  Corporate  Governance
Reform as outlined by the Nasdaq Stock Market," said Mr. Skinner.

USFreightways  (NASDAQ:  USFC) provides  comprehensive  supply chain  management
services,    including    high-value    next-day,    regional    and    national
less-than-truckload (LTL) transportation,  logistics, domestic and international
freight forwarding and premium regional and national  truckload  transportation.
For more information, contact the Company at www.usfreightways.com.



EXHIBIT 99.2


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In  connection  with  the  accompanying  Quarterly  Report  on  Form  10-Q/A  of
USFreightways  Corporation  for the quarter  ended March 30, 2002,  I, Samuel K.
Skinner,  Chairman  of the  Board,  President  and Chief  Executive  Officer  of
USFreightways Corporation, hereby certify pursuant to 18 U.S.C. Section 1350(a),
as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  to the
best of my knowledge and belief, that:

(1) such Quarterly Report on Form l0-Q/A for the quarter ended March 30, 2002,
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

(2) the information contained in such Quarterly Report on Form 10-Q/A for the
quarter ended March 30, 2002, fairly presents, in all material respects, the
financial condition and results of operations of USFreightways Corporation.



/s/ Samuel K. Skinner
_____________________
    Samuel K. Skinner
    Chairman of the Board, President and Chief Executive Officer

Date: August 12, 2002






EXHIBIT 99.3

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In  connection  with  the  accompanying  Quarterly  Report  on  Form  10-Q/A  of
USFreightways  Corporation for the quarter ended March 30, 2002, I,  Christopher
L.  Ellis  Senior  Vice  President,  Finance  and  Chief  Financial  Officer  of
USFreightways Corporation, hereby certify pursuant to 18 U.S.C. Section 1350(a),
as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  to the
best of my knowledge and belief, that:

(1) such Quarterly Report on Form 10-Q/A for the quarter ended March 30, 2002,
    fully complies with the requirements of section 13(a) or 15(d) of the
    Securities Exchange Act of 1934; and

(2) the information contained in such Quarterly Report on Form 10-Q/A for the
    quarter ended March 30, 2002, fairly presents, in all material respects, the
    financial condition and results of operations of USFreightways Corporation.

 /s/ Christopher L. Ellis
_________________________
     Christopher L. Ellis
     Senior Vice President, Finance and Chief Financial Officer

Date: August 12, 2002