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: January 29, 2004
                       (Date of earliest event reported)


                                 USF CORPORATION
             (Exact name of registrant as specified in its charter)

 Delaware                         0-19791                  36-3790696
(State or other  jurisdiction    (Commission File  No.)   (IRS  Employer
of incorporation or organization)                         Identification Number)

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

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

                                       N/A
         (Former name or former address, if changed since last report)





Item 7.  Exhibits.


Exhibit Number    Description


     99           News Release, dated January 29, 2004.


Item 9.           Regulation FD Disclosure.

On  January 29,  2004,  USF  Corporation  issued a press release  announcing the
retirement of  Christopher  L. Ellis,  the Company's  Senior Vice  President and
Chief Financial Officer, the text of which is set forth in Exhibit 99.





                                   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.

                                             USF CORPORATION

                                             By: /s/ Richard C. Pagano
                                                 ----------------------------
                                                 Richard C. Pagano
                                                 Senior Vice President, General
                                                 Counsel & Secretary

Date:    February 2, 2004




                                                                     EXHIBIT 99
                              FOR IMMEDIATE RELEASE

                  USF CORPORATION ANNOUNCES MANAGEMENT CHANGES

(CHICAGO - January 29, 2004) USF Corporation  (NASDAQ:USFC)  today announced the
retirement of Christopher L. Ellis, the Company's Senior Vice President, Finance
and Chief Financial  Officer.  Mr. Ellis has been with USF since the Company was
founded in 1985.  "Chris had  shared  his plans for  retirement  with me shortly
after I  arrived,"  said  Richard P.  DiStasio,  President  and Chief  Executive
Officer of USF  Corporation.  "He graciously  agreed to stay until a replacement
could be found and through a transition period with the new CFO. I would like to
thank Chris for his  service  over the last 19 years.  His  efforts  through the
early years and in taking the  Company  public  helped  build USF from the small
subsidiary of a foreign parent to a $2.29 billion  leader in the  transportation
industry."

"My years with USF have been both  challenging  and  rewarding,"  said Ellis. "I
will miss the daily interaction and the relationships I have built up throughout
the years.  I'm looking  forward to starting  the next phase of my life. I would
like to thank  everyone  I've been  associated  with at USF for  their  efforts,
loyalty and support given over the years."

Thomas E. Bergmann  will assume the position of Senior Vice  President and Chief
Financial  Officer for USF.  Most  recently,  Mr.  Bergmann  was Vice  President
Finance for Sears  Roebuck & Co's.  Credit and  Financial  Products  and Product
Repair  Services  businesses.  Prior to this position,  Mr.  Bergmann  served as
Sear's Vice President and Controller. Mr. Bergmann's career also includes senior
finance positions at The St. Paul Companies, Inc., where he was Vice President &
Treasurer, Johnson & Johnson and Honeywell.

"I am very pleased that Tom has accepted this  position,"  said  DiStasio.  "His
diverse  business  experience  and  strong  financial   background  will  be  of
tremendous benefit as USF moves into the future."

Mr. Bergmann is a graduate of the University of Saint Thomas and holds a Masters
of Management degree from The J.L. Kellogg School of Management at Northwestern.
He resides in the Chicago area with his wife and their two children.

USF Corporation specializes in delivering  comprehensive supply chain management
solutions,   including   high-value   next-day,   regional   and   national  LTL
transportation, forward and reverse logistics, and premium regional and national
truckload  transportation.   The  Company  serves  the  North  American  market,
including the United States,  Canada and Mexico, as well as the U.S. territories
of Puerto Rico and Guam. The USF operating companies interact as a single system
to provide services and flexibility to match the needs of their  customers.  USF
Corporation is headquartered in Chicago,  Illinois. For more information,  visit
www.usfc.com.

Corporate Contact:
USF Corporation
James J. Hyland 773-824-2213