UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended		Commission file number
September 30, 2003		0-24806

U.S. XPRESS ENTERPRISES, INC.


NEVADA		62-1378182
(State or other jurisdiction of		(I.R.S. employer identification no.)
Incorporation or organization)

4080 Jenkins Road		(423) 510-3000
CHATTANOOGA, TENNESSEE 37421		(Registrant's telephone no.)
(Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

As of September 30, 2003, 10,942,352 shares of the registrant’s Class A common stock, par value $.01 per share, and 3,040,262 shares of the registrant’s Class B common stock, par value $.01 per share, were outstanding.

U.S. XPRESS ENTERPRISES, INC.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Operations for the Three and
	Nine Months Ended September 30, 2003 and 2002	3
	Consolidated Balance Sheets as of September 30,
	2003 and December 31, 2002	4
	Consolidated Statements of Cash Flows for the
	Nine Months Ended September 30, 2003 and 2002	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of
	Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	22
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION
Item 4.	Exhibits and Reports on Form 8-K	23
	SIGNATURES	24
	EXHIBITS	25

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
Operating Revenue	$	238,323	$	220,066	$	690,923	$	632,921

Operating Expenses:
Salaries, wages and benefits		83,527		77,982		240,002		228,575
Fuel and fuel taxes		32,703		30,437		102,343		85,728
Vehicle rents		18,890		17,034		56,568		52,517
Depreciation and amortization		9,214		9,253		27,495		27,436
Purchased transportation		40,647		37,939		115,237		103,901
Operating expense and supplies		16,821		16,349		49,385		45,277
Insurance premiums and claims		12,740		9,830		35,424		29,910
Operating taxes and licenses		3,828		3,274		10,444		9,663
Communications and utilities		2,853		2,768		8,854		8,442
General and other operating		9,531		9,391		27,495		27,181
Early extinguishment of debt		--		--		--		1,776

Total operating expenses		230,754		214,257		673,247		620,406

Income from Operations		7,569		5,809		17,676		12,515
Interest Expense, net		2,247		3,122		7,685		10,132

Income Before Income Taxes		5,322		2,687		9,991		2,383
Income Tax Provision		2,661		1,605		4,995		1,806

Net Income	$	2,661	$	1,082	$	4,996	$	577

Earnings Per Share - basic	$	0.19	$	0.08	$	0.36	$	0.04

Weighted average shares - basic		13,967		13,930		13,950		13,878

Earnings Per Share - diluted	$	0.19	$	0.08	$	0.35	$	0.04

Weighted average shares - diluted		14,147		14,109		14,080		14,068

(See Accompanying Notes to Consolidated Financial Statements)

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)

Assets	September 30, 2003			December 31, 2002
	(Unaudited)
Current Assets:
Cash and cash equivalents	$	6,101		$	131
Customer receivables, net of allowance		99,881			92,893
Other receivables		8,973			10,557
Prepaid insurance and licenses		4,213			5,864
Operating and installation supplies		5,072			5,598
Deferred income taxes		5,174			5,306
Other current assets		8,730			7,355

Total current assets		138,144			127,704

Property and Equipment, at cost:
Land and buildings		43,936			44,080
Revenue and service equipment		220,325			235,978
Furniture and equipment		23,931			22,793
Leasehold improvements		19,321			17,607
Computer software		17,845			15,926

		325,358			336,384
Less accumulated depreciation and amortization		(115,092	)		(109,865	)

Net property and equipment		210,266			226,519

Other Assets:
Goodwill, net		72,143			71,976
Other		14,364			12,340

Total other assets		86,507			84,316

Total Assets	$	434,917		$	438,539

(See Accompanying Notes to Consolidated Financial Statements)

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Data)
(Unaudited)

Liabilities and Stockholders' Equity	September 30, 2003			December 31, 2002
	(Unaudited)
Current Liabilities:
Accounts payable	$	20,980		$	16,659
Book overdraft		--			6,437
Accrued wages and benefits		13,010			10,818
Claims and insurance accruals		29,107			25,224
Other accrued liabilities		4,987			3,558
Current maturities of long-term debt		30,617			38,956

Total current liabilities		98,701			101,652

Long-Term Debt, net of current maturities		120,054			128,907

Deferred Income Taxes		50,848			48,350

Other Long-Term Liabilities		1,209			1,198

Stockholders' Equity:
Preferred stock, $.01 par value, 2,000,000
shares authorized, no shares issued		--			--
Common stock Class A, $.01 par value, 30,000,000 shares
authorized, 13,486,741 and 13,408,327 shares issued at
September 30, 2003 and December 31, 2002, respectively		135			134
Common stock Class B, $.01 par value, 7,500,000 shares
authorized, 3,040,262 shares issued and outstanding at
September 30, 2003 and December 31, 2002		30			30
Additional paid-in capital		106,898			106,334
Retained earnings		81,764			76,768
Other comprehensive loss		--			(100	)
Treasury Stock Class A, at cost (2,544,389 shares at
September 30, 2003 and December 31, 2002, respectively)		(24,483	)		(24,483	)
Notes receivable from stockholders		(211	)		(211	)
Unamortized compensation on restricted stock		(28	)		(40	)

Total stockholders' equity		164,105			158,432

Total Liabilities and Stockholders' Equity	$	434,917		$	438,539

(See Accompanying Notes to Consolidated Financial Statements)

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

	Nine Months Ended September 30,
	2003			2002
Cash Flows from Operating Activities:
Net Income	$	4,996		$	577
Adjustments to reconcile net income to
net cash provided by operating activities:
Early extinguishment of debt		--			1,776
Deferred income tax provision		2,498			1,237
Depreciation and amortization		26,925			26,596
Amortization of restricted stock		12			72
Loss on sale of equipment		570			840
(Gain) Loss on interest rate swap, net		(201	)		198
Change in operating assets and liabilities:
Receivables		(6,478	)		(11,839	)
Prepaid insurance and licenses		1,655			819
Operating and installation supplies		557			(1,907	)
Other assets		(3,711	)		(1,783	)
Accounts payable and other accrued liabilities		10,969			10,645
Accrued wages and benefits		2,192			1,114

Net cash provided by operating activities		39,984			28,345

Cash Flows from Investing Activities:
Payments for purchases of property and equipment		(70,931	)		(30,588	)
Proceeds from sales of property and equipment		72,679			1,454

Net cash provided by (used in) investing activities		1,748			(29,134	)

Cash Flows from Financing Activities:
Payments under lines of credit, net of borrowings		(19,418	)		(14,500	)
Borrowings under long-term debt		24,405			32,995
Payments of long-term debt		(34,856	)		(23,299	)
Book overdraft		(6,437	)		--
Proceeds from exercise of stock options		544			56
Proceeds from issuance of common stock		--			889

Net cash used in financing activities		(35,762	)		(3,859	)

Net Change in Cash and Cash Equivalents