8-K

                       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)
                                  May 29, 2002


                            USFREIGHTWAYS CORPORATION


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

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

                          Registrant's telephone number
                       including area code: (773) 824-2200

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




Item 4 (a).    Changes in Registrant's Certifying Accountant.
               ----------------------------------------------

               Effective May 29, 2002, based on the recommendation of its Audit
               Committee and with the approval of its Board of Directors, the
               Company dismissed Arthur Andersen LLP as its independent auditors
               and engaged Deloitte and Touche LLP as its new independent
               auditors.

               In each of the past two years, Arthur Andersen LLP's report on
               the financial statements of the Company did not contain an
               adverse opinion or disclaimer of opinion, nor was it qualified or
               modified as to uncertainty, audit scope, or accounting
               principles.

               During the Company's last two fiscal years, there were no
               disagreements with Arthur Andersen LLP on any matter of
               accounting principles or practices, financial statement
               disclosure, or auditing scope or procedure, which disagreements,
               if not resolved to the satisfaction of Arthur Andersen LLP, would
               have caused them to make reference to the subject matter of the
               disagreement in connection with their reports.

               None of the reportable events described under Item 304 (a) (1)
               (v) of Regulation S-K occurred within the Company's two most
               recent fiscal years or within the interim period through May 29,
               2002.

               A letter from Arthur Andersen LLP stating its agreement with the
               statements made by the Company in this Report on Form 8-K is
               included as Exhibit 16 hereto.

               During the Company's two most recent fiscal years and the
               subsequent interim period through May 29, 2002, neither the
               Company or anyone on its behalf consulted with Deloitte and
               Touche LLP regarding any of the matters or events set forth in
               Item 304 (a) (2) (i) and (ii) of Regulation S-K.

Item 7.        Financial Statements and Exhibits.
               ----------------------------------

The following is filed as an exhibit to this report.

Exhibit
Number         Description
- -------        -----------
16             Letter from Arthur Andersen LLP to the Securities and Exchange
               Commission, dated May 29, 2002.





                                   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:  May 30, 2002

EX-16

                                                                     EXHIBIT 16

                        {Arthur Andersen LLP Letterhead}

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

May 29, 2002

Dear Sir/Madam:

We have read Item 4(a) included in the Form 8-K to be dated May 30, 2002 of
USFreightways Corporation to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.


Very truly yours,

/s/ Arthur Andersen LLP
- -------------------------------
    Arthur Andersen LLP