Registration No. 333-___________


    As filed with the Securities and Exchange Commission on May 25, 1999


                       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)

    9700 Higgins Road                                     (847) 696-0200
    Rosemont, Illinois 60018                        (Telephone number, including
    (Address, Including Zip Code, of                 area code, of registrant's
     registrant's principal executive offices)      principal executive offices)

               USFREIGHTWAYS CORPORATION LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                               J. Campbell Carruth
                             Chief Executive Officer
                            USFreightways Corporation
                                9700 Higgins Road
                            Rosemont, Illinois 60018
                                 (847) 696-0200
                                    Copy to:

                                  Richard C. Pagano
                           Vice President, General Counsel & Secretary
                                9700 Higgins Road, Suite 570
                              Rosemont, Illinois 60018
                            Telephone: (847) 692-0286
 (Name, address, including zip code and telephone number, including area code,
                              of agent for service)
                           -----------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
              <S>                  <C>                 <C>                      <C>                      <C>
Title of each class of                             Proposed maximum       Proposed maximum
    securities to be          Amount to be         offering price per     aggregate offering          Amount of
       registered              registered*              share**                 price**          registration fee**
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,  par value
$.01 per share                   950,000                $37.875              $35,981,250             $10,002.79
========================= ====================== ======================= ====================== ======================
</TABLE>
*    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.
**   Pursuant to Rule 457(h),  the registration fee was computed on the basis of
     the average of the high and low prices of the registrant's  Common Stock on
     the NASDAQ National Market on May 24, 1999.




<PAGE>






                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


     The contents of the Form S-8  Registration  Statement  under the Securities
Act of 1933, File No. 333-28357,  which was filed with the Commission on June 3,
1997,  are  incorporated  by  reference  in  this  this  Form  S-8  Registration
Statement.



                                   SIGNATURES


         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, 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 Rosemont, State of Illinois, on the 24th day of
May, 1999.

                              USFREIGHTWAYS CORPORATION


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






         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 24th day of May, 1999.

   Signature                                         Title

  /s/ J. Campbell Carruth *
      J. Campbell Carruth        President, Chief Executive Officer
                                 and Director (Principal Executive Officer)

 /s/ Christopher L. Ellis
     Christopher L. Ellis        Senior Vice President, Finance, and Chief
                                 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/ Robert P. Neuschel *
     Robert P. Neuschel          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

*By: /s/ Christopher L. Ellis
           Christopher L. Ellis,
            Attorney-in-Fact


<PAGE>















                                  EXHIBIT INDEX



Exhibit                    Document
Number            Description

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               Bylaws of  USFreightways  Corporation, as restated January 23,
                  1998  (incorporated  by reference from Exhibit 3(b) to
                  USFreightways Corporation Report on Form 10-K for the quarter
                  ended January 3, 1998).

4.3               Form of  Rights  Agreement,  dated  as of  February  4,  1994,
                  between USFreightways Corporation and Harris Trust and Savings
                  Bank,   as  Rights   Agent   (incorporated   by  reference  to
                  USFreightways Corporation's registration statement on Form 8-A
                  filed with the Securities and Exchange Commission on March 18,
                  1994).

4.4               Amendment to the USFreightways Corporation Long-Term Incentive
                  Plan.

5                 Opinion of Sachnoff & Weaver, Ltd.

23                Consent of Arthur Andersen LLP

24                Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 7970}]
{"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": "333-79219", "film-number": "99633786"}, "business-address": {"street1": "9700 HIGGINS RD STE 570", "city": "ROSEMONT", "state": "IL", "zip": "60018", "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. 333-___________

    As filed with the Securities and Exchange Commission on May 25, 1999

                       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)

    9700 Higgins Road                                     (847) 696-0200
    Rosemont, Illinois 60018                        (Telephone number, including
    (Address, Including Zip Code, of                 area code, of registrant's
     registrant's principal executive offices)      principal executive offices)

               USFREIGHTWAYS CORPORATION LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                               J. Campbell Carruth
                             Chief Executive Officer
                            USFreightways Corporation
                                9700 Higgins Road
                            Rosemont, Illinois 60018
                                 (847) 696-0200
                                    Copy to:

                                  Richard C. Pagano
                           Vice President, General Counsel & Secretary
                                9700 Higgins Road, Suite 570
                              Rosemont, Illinois 60018
                            Telephone: (847) 692-0286
 (Name, address, including zip code and telephone number, including area code,
                              of agent for service)
                           -----------------------
                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of each class of                             Proposed maximum       Proposed maximum
    securities to be          Amount to be         offering price per     aggregate offering          Amount of
       registered              registered*              share**                 price**          registration fee**
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,  par value
$.01 per share                   950,000                $37.875              $35,981,250             $10,002.79
========================= ====================== ======================= ====================== ======================
*    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.
**   Pursuant to Rule 457(h),  the registration fee was computed on the basis of
     the average of the high and low prices of the registrant's  Common Stock on
     the NASDAQ National Market on May 24, 1999.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

     The contents of the Form S-8  Registration  Statement  under the Securities
Act of 1933, File No. 333-28357,  which was filed with the Commission on June 3,
1997,  are  incorporated  by  reference  in  this  this  Form  S-8  Registration
Statement.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, 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 Rosemont, State of Illinois, on the 24th day of
May, 1999.

                              USFREIGHTWAYS CORPORATION

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

         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 24th day of May, 1999.

   Signature                                         Title

  /s/ J. Campbell Carruth *
      J. Campbell Carruth        President, Chief Executive Officer
                                 and Director (Principal Executive Officer)

 /s/ Christopher L. Ellis
     Christopher L. Ellis        Senior Vice President, Finance, and Chief
                                 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/ Robert P. Neuschel *
     Robert P. Neuschel          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

*By: /s/ Christopher L. Ellis
           Christopher L. Ellis,
            Attorney-in-Fact
EXHIBIT INDEX

Exhibit                    Document
Number            Description

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               Bylaws of  USFreightways  Corporation, as restated January 23,
                  1998  (incorporated  by reference from Exhibit 3(b) to
                  USFreightways Corporation Report on Form 10-K for the quarter
                  ended January 3, 1998).

4.3               Form of  Rights  Agreement,  dated  as of  February  4,  1994,
                  between USFreightways Corporation and Harris Trust and Savings
                  Bank,   as  Rights   Agent   (incorporated   by  reference  to
                  USFreightways Corporation's registration statement on Form 8-A
                  filed with the Securities and Exchange Commission on March 18,
                  1994).

4.4               Amendment to the USFreightways Corporation Long-Term Incentive
                  Plan.

5                 Opinion of Sachnoff & Weaver, Ltd.

23                Consent of Arthur Andersen LLP

24                Powers of Attorney