OVERNITE CORP, RW, 1999-09-14

OVERNITE CORP
RW, 1999-09-14
TRUCKING (NO LOCAL)

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                              (Overnite Letterhead)








September 14, 1999

VIA FACSIMILE 202-942-9527 and EDGAR

Mr. Kenneth Lench
Division of Corporation Finance
United States Securities and Exchange Commission
450 5th Street NW
Washington, D.C. 20549-0305

RE:      Overnite Corporation
         Registration Statement on Form S-1
         Filed May 20, 1998
         Amendments filed June 26, July 13, July 22, and July 27, 1998
         File No. 333-53169

Dear Mr. Lench:

         This letter is in response  to a letter from your office  dated  August
16, 1999.

         Overnite   Corporation   requests  that  the  Securities  and  Exchange
Commission  consent  to  the  withdrawal  of the  above-referenced  registration
statement,  File Number 333-53169.  Overnite Corporation on behalf of itself and
its parent,  Union  Pacific  Corporation,  desires to withdraw the  registration
statement due to current  market  conditions  which  indicate that a fair return
would not be generated for shareholders at this time.

     Please  direct any  questions  regarding  this  request to Ellen J. Curnes,
Senior Corporate Counsel,  Union Pacific Corporation at (402) 271-3320 or Marcia
K. Anderson,  Assistant Corporate  Attorney,  Union Pacific Corporation at (402)
271-3797.


                                            Very truly yours,


                                            /s/ Patrick D. Hanley
                                            ---------------------
                                            Patrick D. Hanley
                                            Senior Vice President and
                                            Chief Financial Officer


cc:      David M. Carter, Esq.
         Hunton & Williams

         William P. Rogers, Jr., Esq.
         Cravath, Swaine & Moore