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) June 16, 1999




                            USFREIGHTWAYS CORPORATION


                  Delaware          0-19791                36-3790696
         (State of Incorporation)  (Commission           (IRS Employer
                                    File Number)        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


                                 Not applicable
           (Former name of former address, if changed since the last report)




    The Exhibit Index is located on Page 2. This Report contains 3 pages.






Item 5.  Other Events.

                  On June 16, 1999, USFreightways  Corporation announced that it
                  expected second quarter earnings to exceed 90 cents per
                  diluted share.


Item 7.  Exhibits.

                  Exhibit 99 News Release, dated June 16, 1999.


                                   Page 2







                                   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:  June 17, 1999







                                    EXHIBIT 99


FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:     CHRIS ELLIS
Wednesday, June 16, 1999
847.692.0205


                      USFreightways Expects Record Earnings

         Rosemont,  Ill...USFreightways  Corporation  (NASDAQ:USFC)  reported it
expects net  earnings  for the second  quarter  which will end July 3, 1999 will
equal or exceed 90 cents per diluted share. The analysts'  consensus estimate is
79 cents per diluted share with a range of 76 to 82 cents per share.
         Cam Carruth, Chairman and CEO of USFreightways,  commented, "We believe
that the record  revenue and earnings  achieved in April,  May and the first two
weeks in June will continue for the balance of the quarter.  All of our business
units - regional LTL,  logistics,  freight  forwarding  and truckload have shown
improvement over the same period of last year. In particular,  USF Holland,  USF
Reddaway and USF Logistics have recorded results exceeding original forecasts."
     USFreightways (NASDAQ: USFC) provides comprehensive supply chain management
services,    including   high-value,    regional    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.
     This  release  contains  forward-looking  statements  that are  subject  to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially.  These risks and  uncertainties  are  detailed  from time to time in
reports  filed  by the  Company  with the  Securities  and  Exchange  Commission
including forms 8K, 10Q and 10K.