<PAGE>



                                                     Registration No. __________

      As filed with the Securities and Exchange Commission on June 21, 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)


                       USF EMPLOYEES' STOCK PURCHASE 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(2)       offering price per     aggregate offering     registration fee(3)
to be registered(1)                                       share(3)               price(3)
<S>                              <C>                 <C>                    <C>                    <C>
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value             25,000                 $35.66                $891,500                  $83
$.01 per share
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) The shares to be registered hereunder represent 25,000 shares of Common
Stock previously registered under the Form S-8 filed for the registrant's 1992
Stock Option Plan, File No. 33-58270, filed on February 12, 1993 which are being
transferred by the registrant to its Employees' Stock Purchase Plan. In
addition, 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.

(3) 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 17, 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 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
--------------------------------------------           Director (Principal Executive Officer)
Samuel K. Skinner

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

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

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

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

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

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

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

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

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



                                      7

<PAGE>

     The Plan. Pursuant to the requirements of the Securities Act, the USF
Employees' Stock Purchase Plan 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/ Gerard M. Klaisle
                                    -------------------------------------------
                                    Gerard M. Klaisle
                                    Senior Vice President of Human Resources
                                    On behalf of its Plan Administrator


                                       8

<PAGE>



                                  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             USF Employees' Stock Purchase Plan, as amended and
                          restated.

          4.6             First Amendment to the USF Employees' Stock Purchase
                          Plan, as amended and restated.

          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).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21012}]
{"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": "333-90934", "film-number": "02684172"}, "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 21, 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)

                       USF EMPLOYEES' STOCK PURCHASE 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(2)       offering price per     aggregate offering     registration fee(3)
to be registered(1)                                       share(3)               price(3)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value             25,000                 $35.66                $891,500                  $83
$.01 per share
----------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) The shares to be registered hereunder represent 25,000 shares of Common
Stock previously registered under the Form S-8 filed for the registrant's 1992
Stock Option Plan, File No. 33-58270, filed on February 12, 1993 which are being
transferred by the registrant to its Employees' Stock Purchase Plan. In
addition, 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.

(3) 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 17, 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 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
--------------------------------------------           Director (Principal Executive Officer)
Samuel K. Skinner

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

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

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

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

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

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

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

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

/s/ Stephen B. Timbers                                 Director
--------------------------------------------
Stephen B. Timbers
7
The Plan. Pursuant to the requirements of the Securities Act, the USF
Employees' Stock Purchase Plan 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/ Gerard M. Klaisle
                                    -------------------------------------------
                                    Gerard M. Klaisle
                                    Senior Vice President of Human Resources
                                    On behalf of its Plan Administrator

                                       8
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             USF Employees' Stock Purchase Plan, as amended and
                          restated.

          4.6             First Amendment to the USF Employees' Stock Purchase
                          Plan, as amended and restated.

          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).