<PAGE>

                                                     Registration No. __________

    As filed with the Securities and Exchange Commission on September 3, 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 NONQUALIFIED EMPLOYEE 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          300,000               $28.03             $8,409,000              $774
 $.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) 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 August 29, 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 Reports on Form 10-Q for the period ended
            March 30, 2002, filed with the Commission on May 10, 2002; for the
            period ended June 29, 2002, filed with the Commission on August 13,
            2002; and the Company's amended Quarterly Report on Form 10-Q/A for
            the period ended March 30, 2002, filed with the Commission on August
            12, 2002;

       iii.    the Company's Current Reports on Form 8-K filed with the
            Commission on May 30, 2002, August 12, 2002 and August 13, 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

                                       2

<PAGE>

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 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.

                                       3

<PAGE>

Item 8. Exhibits.

        See Exhibit Index which is incorporated herein by reference.

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

                                       4

<PAGE>

         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 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 29th day of
August, 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 29th day of August, 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
----------------------------
Christopher L. Ellis             Financial Officer (Principal Financial 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

<PAGE>

         The Plan. Pursuant to the requirements of the Securities Act, the
USFreightways Corporation Nonqualified Employee 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 30th day of August, 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             USFreightways Corporation Nonqualified Employee Stock Purchase
                  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).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20700}]
{"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": "333-99081", "film-number": "02755175"}, "business-address": {"street1": "8550 W BRYN MAWR AVE", "street2": "SUITE 700", "city": "CHICAGO", "state": "IL", "zip": "60631", "phone": "8476960200"}, "mail-address": {"street1": "8550 W. BRYN MAWR AVE", "street2": "SUITE 700", "city": "CHICAGO", "state": "IL", "zip": "60631"}, "former-company": {"former-conformed-name": "TNT FREIGHTWAYS CORP", "date-changed": "19930328"}}
Registration No. __________

    As filed with the Securities and Exchange Commission on September 3, 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 NONQUALIFIED EMPLOYEE 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          300,000               $28.03             $8,409,000              $774
 $.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) 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 August 29, 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 Reports on Form 10-Q for the period ended
            March 30, 2002, filed with the Commission on May 10, 2002; for the
            period ended June 29, 2002, filed with the Commission on August 13,
            2002; and the Company's amended Quarterly Report on Form 10-Q/A for
            the period ended March 30, 2002, filed with the Commission on August
            12, 2002;

       iii.    the Company's Current Reports on Form 8-K filed with the
            Commission on May 30, 2002, August 12, 2002 and August 13, 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

                                       2
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 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.

                                       3
Item 8. Exhibits.

        See Exhibit Index which is incorporated herein by reference.

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

                                       4
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 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 29th day of
August, 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 29th day of August, 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
----------------------------
Christopher L. Ellis             Financial Officer (Principal Financial 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
The Plan. Pursuant to the requirements of the Securities Act, the
USFreightways Corporation Nonqualified Employee 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 30th day of August, 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             USFreightways Corporation Nonqualified Employee Stock Purchase
                  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).