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

                                 SCHEDULE 13D
                               (Amendment No. 3)  

                   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)

                                June 12, 1997
            (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 10 of 14 Pages

            (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 458,800 shares beneficially owned
by Vinik Partners, the 605,000 shares beneficially owned by Vinik Overseas,
and the 35,900 shares beneficially owned by the Discretionary Account.  
Such shares total 1,099,700 shares of Common Stock, constituting approximately
4.3% 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 458,800 shares beneficially owned by Vinik Partners,
constituting approximately 1.8% 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
605,000 shares beneficially owned by Vinik Overseas and the 35,900 shares 
beneficially owned by the Discretionary Account.  When the shares beneficially 
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 640,900 shares of Common Stock, constituting approximately 2.5% of 
the shares outstanding.
            (vi)  In the aggregate, the Reporting Persons beneficially
own a total of 1,099,700 shares of Common Stock, constituting approximately
4.3% of the shares outstanding. 

                       *           *            *                          

The following paragraph of Item 5 is hereby supplemented as follows:

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (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 June 12, 1997 up to and including June 12, 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.

                          *           *            *

The following paragraph is hereby added to Item 5:

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (e)   As of June 12, 1997 the Reporting Persons ceased to be the 
beneficial owners of more than five percent of the Company's Common Stock.






                                                         Page 11 of 14 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:  June 13, 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