EXHIBIT 24

USFreightways Corporation

Power of Attorney

      The undersigned hereby constitutes and appoints Christopher L. Ellis,
Robert S. Owen and Richard C. Pagano, or each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute on my
behalf, individually and in all capacities as an officer or director of
USFreightways Corporation, an Annual Report on Form 10-K, and all amendments
thereto, for the year ended December 31, 2001, and to file the same, with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done to comply with all requirements of the
Securities and Exchange Commission, as fully and to all intents and purposes as
each might or could do in person, and the undersigned hereby ratifies and
confirms each act that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue thereof.

      IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 14th day of February, 2002.

Signatures                          Title
--------------------------------------------------------------------------------
/s/ SAMUEL K. SKINNER               Chairman of the Board, President and
                                    Chief Executive Officer and Director
/s/ ROBERT V. DELANEY               Director
/s/ MORLEY KOFFMAN                  Director
/s/ ANTHONY J. PAONI                Director
/s/ JOHN W. PUTH                    Director
/s/ NEIL A. SPRINGER                Director
/s/ STEPHEN B. TIMBERS              Director
/s/ WILLIAM N. WEAVER, JR.          Director