<PAGE>

                                                    Registration No. __________

      As filed with the Securities and Exchange Commission on June 24, 2002

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------

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



               Delaware                                    36-3790696
     (State or other Jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                   Identification Number)

 8550 West Bryn Mawr Avenue, Suite 700                     (773) 824-1000
        Chicago, Illinois 60631                     (Telephone number, including
    (Address, including zip code, of                 area code, of registrant's
registrant's principal executive offices)           principal executive offices)


              USFREIGHTWAYS CORPORATION DIRECTORS COMPENSATION PLAN

                                Samuel K. Skinner
                 Chairman, President and Chief Executive Officer
                            USFreightways Corporation
                      8550 West Bryn Mawr Avenue, Suite 700
                             Chicago, Illinois 60631
                                 (773) 824-1000

                                    copy to:

                                Richard C. Pagano
               Senior Vice President General Counsel and Secretary
                      8550 West Bryn Mawr Avenue, Suite 700
                             Chicago, Illinois 60631
                                 (773) 824-1000

  (Name, address, including zip code and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Title of each                Amount to be       Proposed maximum       Proposed maximum           Amount of
class of securities          registered(1)     offering price per     aggregate offering     registration fee(2)
to be registered                                    share(2)               price(2)
----------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                    <C>                    <C>
Common Stock, par
value $.01 per share            25,000               $35.76                $894,000                  $83
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

(2) The offering price is not known. Pursuant to Rule 457(h), the registration
fee was completed on the basis of the average of the high and low prices of the
registrant's Common Stock on the NASDAQ National Market on June 18, 2002.

<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

          The following documents, which have heretofore been filed by
     USFreightways Corporation (the "Company") with the Securities and Exchange
     Commission (the "Commission"), are incorporated by reference in this
     Registration Statement, except to the extent that any statement or
     information therein is modified, superseded or replaced by a statement or
     information contained in any other subsequently filed document incorporated
     herein by reference:

       i.     the Company's Annual Report on Form 10-K for the year ended
          December 31, 2001, filed with the Commission on March 22, 2002;

      ii.     the Company's Quarterly Report on Form 10-Q for the period ended
          March 30, 2002, filed with the Commission on May 10, 2002;

     iii.     the Company's Current Report on Form 8-K filed with the Commission
          on May 30, 2002;

      iv.     the description of the Company's Common Stock, $0.01 par value per
          share, contained in the Company's Registration Statement on Form 10
          under the Securities Exchange Act of 1934 (the "Exchange Act") with
          respect to such stock and all amendments and reports filed for
          purposes of updating such descriptions; and

       v.     the description of the Company's stock purchase rights contained
          in the Company's Registration Statement on Form 8-A, dated March 18,
          1994, including any amendment or report filed for the purpose of
          updating such description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
     14 and 15(d) of the Exchange Act after the date hereof, and prior to the
     filing of a post-effective amendment which indicates that all securities
     offered have been sold or which deregisters all securities then remaining
     unsold, shall be deemed to be incorporated by reference herein and to be a
     part hereof from the date of filing of such documents.

          On June 15, 2002, Arthur Andersen LLP, the Company's independent
     public accounting firm for the years ended January 3, 1998 through 2001,
     was convicted on federal obstruction of justice charges arising from the
     U.S. Government's investigation of Enron Corp. On May 30, 2002, the Company
     dismissed Arthur Andersen LLP as its independent public accountants and
     hired Deloitte & Touche LLP as its independent auditors for the year ending
     December 31, 2002. The Company has not been able to obtain, after
     reasonable efforts, the written consent of Arthur Andersen LLP to its
     naming it in this Registration Statement as having certified the Company's
     consolidated financial statements for the year

                                       2

<PAGE>

     ended December 31, 2001, as required by Section 7 of the Securities Act.
     Accordingly, investors will not be able to sue Arthur Andersen LLP pursuant
     to Section 11(a)(4) of the Securities Act and therefore may have their
     recovery limited as a result of the lack of consent.

     Item 4. Description of Securities.

          Not applicable.

     Item 5. Interests of Named Experts and Counsel.

          Not applicable.

     Item 6. Indemnification of Directors and Officers.

          The by-laws of the Company provide that the Company shall indemnify
     its officers and directors to the fullest extent permitted by applicable
     law. Section 145 of the Delaware General Corporation Law (the "DGCL")
     provides, in general, that each director and officer of a corporation may
     be indemnified against expenses (including attorneys' fees, judgments,
     fines and amounts paid in settlement) actually and reasonably incurred in
     connection with the defense or settlement of any threatened, pending or
     completed legal proceedings in which he is involved by reason of the fact
     that he is or was a director or officer if he acted in good faith and in a
     manner that he reasonably believed to be in or not opposed to the best
     interests of the Company, and, with respect to any criminal action or
     proceeding, if he had no reasonable cause to believe that his conduct was
     unlawful. If the legal proceeding, however, is by or in the right of the
     Company, the director or officer may not be indemnified in respect of any
     claim, issue or matter as to which he shall have been adjudged to be liable
     for negligence or misconduct in the performance of his duty to the Company
     unless a court determines otherwise.

          The Restated Certificate of Incorporation of the Company provides that
     the personal liability of the directors of the Company shall be eliminated
     to the fullest extent permitted by applicable law. The DGCL permits a
     corporation's certificate of incorporation to provide that no director of
     the Company shall be personally liable to the Company or its stockholders
     for monetary damages for any breach of his fiduciary duty as a director,
     provided, however, that such provision shall not apply to any liability of
     a director (1) for any breach of a director's duty of loyalty to the
     Company or its stockholders, (2) for acts or omissions that are not in good
     faith or involve intentional misconduct or a knowing violation of the law,
     (3) under Section 174 of the DGCL, or (4) for any transaction from which
     the director derived an improper personal benefit.

     Item 7. Exemption From Registration Claimed.

          Not applicable.

     Item 8. Exhibits.

          See Exhibit Index which is incorporated herein by reference.

                                       3

<PAGE>

Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          i.   To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (the "Securities Act");

          ii.  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

          iii. To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act and each filing of the plan's annual report pursuant to
     Section 15(d) of the Exchange Act that is incorporated by reference in the
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to officers, directors, and controlling persons of the
     registrant pursuant to

                                       4

<PAGE>

     the registrant's certificate of incorporation or by-laws, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer, or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                       5

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 18th day of June,
2002.

                                     USFreightways Corporation

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

                                       6

<PAGE>

                                POWER OF ATTORNEY

     The undersigned hereby appoint Christopher L. Ellis, Robert S. Owen and
Richard C. Pagano, and each of them singly, as true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (including his capacity as
a director and/or officer of USFreightways Corporation) to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on this 18th day of June, 2002.

<TABLE>
<CAPTION>
Signature                         Title
---------                         -----
<S>                               <C>
/s/ Samuel K. Skinner
-----------------------------     President, Chief Executive Officer and
Samuel K. Skinner                 Director (Principal Executive Officer)

/s/ Christopher L. Ellis
-----------------------------     Senior Vice President, Finance and Chief Financial Officer
Christopher L. Ellis              (Principal Financial and Officer)

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

/s/ Robert V. Delaney
----------------------------
Robert V. Delaney                 Director

/s/ Neil A. Springer
----------------------------
Neil A. Springer                  Director

/s/ William N. Weaver, Jr.
----------------------------
William N. Weaver, Jr.             Director

/s/ Morley Koffman
----------------------------
Morley Koffman                    Director

/s/ John W. Puth
----------------------------
John W. Puth                      Director

/s/ Anthony J. Paoni
----------------------------
Anthony J. Paoni                  Director

/s/ Stephen B. Timbers
----------------------------
Stephen B. Timbers                Director
</TABLE>

                                       7

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
        Exhibit
         Number                        Description of Exhibit
         ------                        ----------------------
<S>                 <C>
          4.1       Amended and Restated Certificate of Incorporation of
                    USFreightways Corporation (incorporated by reference from
                    Exhibit 3.1 to USFreightways Corporation Transition Report
                    on Form 10-K, from June 29, 1991 to December 28, 1991);
                    Certificate of Designation for Series A Junior Participating
                    Cumulative Preferred Stock (incorporated by reference from
                    Exhibit 3(a) to USFreightways Corporation Annual Report on
                    Form 10-K for the year ended January 1, 1994); Certificate
                    of Amendment of Restated Certificate of Incorporation of
                    USFreightways Corporation (incorporated by reference from
                    Exhibit 3(i) to USFreightways Corporation Report on Form
                    10-Q for the quarter ended June 29, 1996).

          4.2       By-laws of USFreightways Corporation, as restated as of
                    October 27, 2000 (incorporated by reference from Exhibit
                    3(b) to USFreightways Corporation Annual Report on Form 10-K
                    for the year ended December 31, 2000).

          4.3       Indenture, dated as of May 5, 1999 among USFreightways
                    Corporation, the Guarantors named therein and Bank One,
                    Michigan, as Trustee (as the successor-in-interest to NBD
                    Bank) (incorporated by reference from Exhibit 4.1 to
                    USFreightways Corporation Current Report on Form 8-K, filed
                    on May 11, 1999).

          4.4       First Supplemental Indenture, dated as of January 31, 2000
                    among USFreightways Corporation, the Guarantors named
                    therein and Bank One, Michigan, as Trustee (as the
                    successor-in-interest to NBD Bank) (incorporated by
                    reference from Exhibit 4.5 to USFreightways Corporation
                    Registration Statement on Form S-3, filed on January 31,
                    2000, Registration No. 333-95777).

          4.5       USFreightways Corporation Directors Compensation Plan

           5        Opinion of Sachnoff & Weaver, Ltd.

          23        Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5).

          24        Power of Attorney (contained on the signature page hereto).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19634}]
{"company-data": {"conformed-name": "USFREIGHTWAYS CORP", "cik": "0000881791", "assigned-sic": "4213", "irs-number": "363790696", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91042", "film-number": "02685116"}, "business-address": {"street1": "8550 W BRYN MAWR AVE", "street2": "SUITE 700", "city": "CHICAGO", "state": "IL", "zip": "60631", "phone": "8476960200"}, "mail-address": {"street1": "9700 HIGGINS ROAD SUITE 570", "city": "ROSEMONT", "state": "IL", "zip": "60018"}, "former-company": {"former-conformed-name": "TNT FREIGHTWAYS CORP", "date-changed": "19930328"}}
Registration No. __________

      As filed with the Securities and Exchange Commission on June 24, 2002

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------

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

               Delaware                                    36-3790696
     (State or other Jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                   Identification Number)

 8550 West Bryn Mawr Avenue, Suite 700                     (773) 824-1000
        Chicago, Illinois 60631                     (Telephone number, including
    (Address, including zip code, of                 area code, of registrant's
registrant's principal executive offices)           principal executive offices)

              USFREIGHTWAYS CORPORATION DIRECTORS COMPENSATION PLAN

                                Samuel K. Skinner
                 Chairman, President and Chief Executive Officer
                            USFreightways Corporation
                      8550 West Bryn Mawr Avenue, Suite 700
                             Chicago, Illinois 60631
                                 (773) 824-1000

                                    copy to:

                                Richard C. Pagano
               Senior Vice President General Counsel and Secretary
                      8550 West Bryn Mawr Avenue, Suite 700
                             Chicago, Illinois 60631
                                 (773) 824-1000

  (Name, address, including zip code and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Title of each                Amount to be       Proposed maximum       Proposed maximum           Amount of
class of securities          registered(1)     offering price per     aggregate offering     registration fee(2)
to be registered                                    share(2)               price(2)
----------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share            25,000               $35.76                $894,000                  $83
----------------------------------------------------------------------------------------------------------------
(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

(2) The offering price is not known. Pursuant to Rule 457(h), the registration
fee was completed on the basis of the average of the high and low prices of the
registrant's Common Stock on the NASDAQ National Market on June 18, 2002.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

          The following documents, which have heretofore been filed by
     USFreightways Corporation (the "Company") with the Securities and Exchange
     Commission (the "Commission"), are incorporated by reference in this
     Registration Statement, except to the extent that any statement or
     information therein is modified, superseded or replaced by a statement or
     information contained in any other subsequently filed document incorporated
     herein by reference:

       i.     the Company's Annual Report on Form 10-K for the year ended
          December 31, 2001, filed with the Commission on March 22, 2002;

      ii.     the Company's Quarterly Report on Form 10-Q for the period ended
          March 30, 2002, filed with the Commission on May 10, 2002;

     iii.     the Company's Current Report on Form 8-K filed with the Commission
          on May 30, 2002;

      iv.     the description of the Company's Common Stock, $0.01 par value per
          share, contained in the Company's Registration Statement on Form 10
          under the Securities Exchange Act of 1934 (the "Exchange Act") with
          respect to such stock and all amendments and reports filed for
          purposes of updating such descriptions; and

       v.     the description of the Company's stock purchase rights contained
          in the Company's Registration Statement on Form 8-A, dated March 18,
          1994, including any amendment or report filed for the purpose of
          updating such description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
     14 and 15(d) of the Exchange Act after the date hereof, and prior to the
     filing of a post-effective amendment which indicates that all securities
     offered have been sold or which deregisters all securities then remaining
     unsold, shall be deemed to be incorporated by reference herein and to be a
     part hereof from the date of filing of such documents.

          On June 15, 2002, Arthur Andersen LLP, the Company's independent
     public accounting firm for the years ended January 3, 1998 through 2001,
     was convicted on federal obstruction of justice charges arising from the
     U.S. Government's investigation of Enron Corp. On May 30, 2002, the Company
     dismissed Arthur Andersen LLP as its independent public accountants and
     hired Deloitte & Touche LLP as its independent auditors for the year ending
     December 31, 2002. The Company has not been able to obtain, after
     reasonable efforts, the written consent of Arthur Andersen LLP to its
     naming it in this Registration Statement as having certified the Company's
     consolidated financial statements for the year

                                       2
ended December 31, 2001, as required by Section 7 of the Securities Act.
     Accordingly, investors will not be able to sue Arthur Andersen LLP pursuant
     to Section 11(a)(4) of the Securities Act and therefore may have their
     recovery limited as a result of the lack of consent.

     Item 4. Description of Securities.

          Not applicable.

     Item 5. Interests of Named Experts and Counsel.

          Not applicable.

     Item 6. Indemnification of Directors and Officers.

          The by-laws of the Company provide that the Company shall indemnify
     its officers and directors to the fullest extent permitted by applicable
     law. Section 145 of the Delaware General Corporation Law (the "DGCL")
     provides, in general, that each director and officer of a corporation may
     be indemnified against expenses (including attorneys' fees, judgments,
     fines and amounts paid in settlement) actually and reasonably incurred in
     connection with the defense or settlement of any threatened, pending or
     completed legal proceedings in which he is involved by reason of the fact
     that he is or was a director or officer if he acted in good faith and in a
     manner that he reasonably believed to be in or not opposed to the best
     interests of the Company, and, with respect to any criminal action or
     proceeding, if he had no reasonable cause to believe that his conduct was
     unlawful. If the legal proceeding, however, is by or in the right of the
     Company, the director or officer may not be indemnified in respect of any
     claim, issue or matter as to which he shall have been adjudged to be liable
     for negligence or misconduct in the performance of his duty to the Company
     unless a court determines otherwise.

          The Restated Certificate of Incorporation of the Company provides that
     the personal liability of the directors of the Company shall be eliminated
     to the fullest extent permitted by applicable law. The DGCL permits a
     corporation's certificate of incorporation to provide that no director of
     the Company shall be personally liable to the Company or its stockholders
     for monetary damages for any breach of his fiduciary duty as a director,
     provided, however, that such provision shall not apply to any liability of
     a director (1) for any breach of a director's duty of loyalty to the
     Company or its stockholders, (2) for acts or omissions that are not in good
     faith or involve intentional misconduct or a knowing violation of the law,
     (3) under Section 174 of the DGCL, or (4) for any transaction from which
     the director derived an improper personal benefit.

     Item 7. Exemption From Registration Claimed.

          Not applicable.

     Item 8. Exhibits.

          See Exhibit Index which is incorporated herein by reference.

                                       3
Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          i.   To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (the "Securities Act");

          ii.  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

          iii. To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act and each filing of the plan's annual report pursuant to
     Section 15(d) of the Exchange Act that is incorporated by reference in the
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to officers, directors, and controlling persons of the
     registrant pursuant to

                                       4
the registrant's certificate of incorporation or by-laws, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer, or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                       5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 18th day of June,
2002.

                                     USFreightways Corporation

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

                                       6
POWER OF ATTORNEY

     The undersigned hereby appoint Christopher L. Ellis, Robert S. Owen and
Richard C. Pagano, and each of them singly, as true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (including his capacity as
a director and/or officer of USFreightways Corporation) to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on this 18th day of June, 2002.
Signature                         Title
---------                         -----
/s/ Samuel K. Skinner
-----------------------------     President, Chief Executive Officer and
Samuel K. Skinner                 Director (Principal Executive Officer)

/s/ Christopher L. Ellis
-----------------------------     Senior Vice President, Finance and Chief Financial Officer
Christopher L. Ellis              (Principal Financial and Officer)

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

/s/ Robert V. Delaney
----------------------------
Robert V. Delaney                 Director

/s/ Neil A. Springer
----------------------------
Neil A. Springer                  Director

/s/ William N. Weaver, Jr.
----------------------------
William N. Weaver, Jr.             Director

/s/ Morley Koffman
----------------------------
Morley Koffman                    Director

/s/ John W. Puth
----------------------------
John W. Puth                      Director

/s/ Anthony J. Paoni
----------------------------
Anthony J. Paoni                  Director

/s/ Stephen B. Timbers
----------------------------
Stephen B. Timbers                Director
7
EXHIBIT INDEX
Exhibit
         Number                        Description of Exhibit
         ------                        ----------------------
4.1       Amended and Restated Certificate of Incorporation of
                    USFreightways Corporation (incorporated by reference from
                    Exhibit 3.1 to USFreightways Corporation Transition Report
                    on Form 10-K, from June 29, 1991 to December 28, 1991);
                    Certificate of Designation for Series A Junior Participating
                    Cumulative Preferred Stock (incorporated by reference from
                    Exhibit 3(a) to USFreightways Corporation Annual Report on
                    Form 10-K for the year ended January 1, 1994); Certificate
                    of Amendment of Restated Certificate of Incorporation of
                    USFreightways Corporation (incorporated by reference from
                    Exhibit 3(i) to USFreightways Corporation Report on Form
                    10-Q for the quarter ended June 29, 1996).

          4.2       By-laws of USFreightways Corporation, as restated as of
                    October 27, 2000 (incorporated by reference from Exhibit
                    3(b) to USFreightways Corporation Annual Report on Form 10-K
                    for the year ended December 31, 2000).

          4.3       Indenture, dated as of May 5, 1999 among USFreightways
                    Corporation, the Guarantors named therein and Bank One,
                    Michigan, as Trustee (as the successor-in-interest to NBD
                    Bank) (incorporated by reference from Exhibit 4.1 to
                    USFreightways Corporation Current Report on Form 8-K, filed
                    on May 11, 1999).

          4.4       First Supplemental Indenture, dated as of January 31, 2000
                    among USFreightways Corporation, the Guarantors named
                    therein and Bank One, Michigan, as Trustee (as the
                    successor-in-interest to NBD Bank) (incorporated by
                    reference from Exhibit 4.5 to USFreightways Corporation
                    Registration Statement on Form S-3, filed on January 31,
                    2000, Registration No. 333-95777).

          4.5       USFreightways Corporation Directors Compensation Plan

           5        Opinion of Sachnoff & Weaver, Ltd.

          23        Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5).

          24        Power of Attorney (contained on the signature page hereto).