10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

                                    Form 10-Q/A

   X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
       JUNE 29, 1996, OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
       ___________ TO _______________


Commission File Number 0-19791

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


Delaware                                                  36-3790696
(State of Incorporation)                      (IRS Employer Identification No.)

9700 Higgins Road, Rosemont, Illinois                                  60018
(Address of principal executive offices)                            (Zip Code)


                          Registrant's telephone number
                       including area code: (847) 696-0200


                           TNT Freightways Corporation
        (Former name or former address, if changed since the last report)

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of August 9, 1996, 22,521,098 shares of common stock were outstanding.





Item 6.           Exhibits and Reports on Form 8-K.

         (a)      Exhibits

                  1.       Exhibit 3.(I)-Certificate of Amendment of Restated
                           Certificate of Incorporation of USFreightways
                           Corporation and Restated Certificate of Incorporation
                           as amended.

                  2.       Exhibit 3.(II)-Amendment to the By-Laws of
                           USFreightways Corporation, and By-Laws as restated
                           on May 3, 1996.

                  3.       Exhibit 27.  Financial Data Schedule.

         (b)      Current Reports on Form 8-K were filed:

                  1.       No current reports on Form 8-K were filed during
                           the quarter.









                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized. Dated the 20th day of
September, 1996.



                                             USFREIGHTWAYS CORPORATION


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


                                      By:   /s/ Robert S. Owen
                                            ------------------------
                                            Robert S. Owen
                                            Controller and Principal
                                            Accounting Officer

EX-27

 


<ARTICLE>                     5
<MULTIPLIER>                                   1,000
       
                             
<PERIOD-TYPE>                   6-Mos
<FISCAL-YEAR-END>                              Dec-28-1996
<PERIOD-START>                                 Dec-31-1995
<PERIOD-END>                                   Jun-29-1996
<CASH>                                         4,849
<SECURITIES>                                   0
<RECEIVABLES>                                  151,658
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