OLD DOMINION FREIGHT LINE INC/VA
SC 13G, 1998-12-04
TRUCKING (NO LOCAL)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )*


                         Old Dominion Freight Line, Inc.
                                (Name of Issuer)

                          Common Stock ($.10 par value)
                         (Title of Class of Securities)

                                    679580100
                                 (CUSIP Number)


     Check the following box if a fee is being paid with this statement [ ]

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Notes).

<PAGE>


 1.      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

                  Susan C. Terry, Custodian


2.       CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP

                    (a)

                    (b)   X


3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5.                SOLE VOTING POWER

                           15,596  (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           15,596  (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  15,596

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [   ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                  0.2 %

12.      TYPE OF REPORTING PERSON

                  IN (See Item 4)



<PAGE>


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

                  Susan C. Terry Revocable Trust


2.       CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP

                    (a)

                    (b)   X


3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5.                SOLE VOTING POWER

                           323,480  (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           323,480  (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  323,480

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [   ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                  3.9%

12.      TYPE OF REPORTING PERSON

                  OO (See Item 4)

<PAGE>


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

                  John R. Congdon Trust for Hunter Andrew Terry


2.       CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP

                    (a)

                    (b)   X


3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5.                SOLE VOTING POWER

                           32,539  (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           32,539  (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  32,539

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [   ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                  0.4 %

12.      TYPE OF REPORTING PERSON

                  OO (See Item 4)


<PAGE>


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

                  John R. Congdon Trust for Nathaniel Everett Terry


2.       CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP

                    (a)

                    (b)   X


3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5.                SOLE VOTING POWER

                           26,390  (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           26,390  (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  26,390

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [   ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                  0.3 %

12.      TYPE OF REPORTING PERSON

                  OO (See Item 4)



<PAGE>


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

                  John R. Congdon Trust for Kathryn Lawson Terry


2.       CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP

                    (a)

                    (b)   X

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5.                SOLE VOTING POWER

                           23,092  (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           23,092  (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  23,092

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [   ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                  0.3 %

12.      TYPE OF REPORTING PERSON

                  OO (See Item 4)


<PAGE>


Item 1.
(a)      Name of Issuer:

         Old Dominion Freight Line, Inc.


(b)      Address of Issuer's Principal Executive Offices:

         1730 Westchester Drive
         High Point, NC 27262


Item 2.
(a)      Names of Persons Filing:

         (i)      Susan C. Terry, Custodian
         (ii)     Susan C. Terry Revocable Trust
         (iii)    John R. Congdon Trust for Hunter Andrew Terry
         (iv)     John R. Congdon Trust for Nathaniel Everett Terry
         (v)      John R. Congdon Trust for Kathryn Lawson Terry

(b)      Address of Principal Business Office:

         As to (i) through (v):     10801 North Bank Road
                                    Richmond, VA 23233

(c)      Place of Organization or Citizenship:

         (i)        USA
         (ii) - (v) Virginia


(d)      Title of Class of Securities:

         Common Stock ($.10 par value)

(e)      CUSIP Number:

         679580100



<PAGE>


Item 3.  If This Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b),
         Check Whether the Person Filing is a ...

         Not Applicable.  This is a joint filing by the persons identified in
         Item 2, above, pursuant to Rule 13d-1(c) and Rule 13d-1(f) but not a
         group filing.


Item 4.  Ownership

         The securities reported herein are beneficially owned by Susan C.
         Terry, as Custodian for her children, Susan C. Terry Revocable Trust,
         John R. Congdon Trust for Hunter Andrew Terry, John R. Congdon Trust
         for Nathaniel Everett Terry and John R. Congdon Trust for Kathryn
         Lawson Terry. The total securities reported is 421,097 shares of the
         Issuer's Common Stock, which constitutes 5.0% of such shares as of
         December 31, 1992.

         As of December 31, 1992, Susan C. Terry, as Custodian for her children,
         owns directly 15,596 shares (0.2%) of the Issuer's Common Stock.

         As of December 31, 1992, Susan C. Terry Revocable Trust owns directly
         323,480 shares (3.9%) of the Issuer's Common Stock. Susan C. Terry, as
         Trustee, has sole voting and sole dispositive power over those shares.

         As of December 31, 1992, John R. Congdon Trust for Hunter Andrew Terry
         owns directly 32,539 shares (0.4%) of the Issuer's Common Stock. Susan
         C. Terry, as Trustee, has sole voting and sole dispositive power over
         those shares.

         As of December 31, 1992, John R. Congdon Trust for Nathaniel Everett
         Terry owns directly 26,390 shares (0.3%) of the Issuer's Common Stock.
         Susan C. Terry, as Trustee, has sole voting and sole dispositive power
         over those shares.

         As of December 31, 1992, John R. Congdon Trust for Kathryn Lawson Terry
         owns directly 23,092 shares (0.3%) of the Issuer's Common Stock. Susan
         C. Terry, as Trustee, has sole voting and sole dispositive power over
         those shares.

         (a)      Amount Beneficially Owned:

                  (i)               15,596
                  (ii)              323,480
                  (iii)             32,539
                  (iv)              26,390
                  (v)               23,092

         (b)      Percent of Class

                  (i)               0.2%
                  (ii)              3.9%
                  (iii)             0.4%
                  (iv)              0.3%
                  (v)               0.3%


<PAGE>



         (c) Number of Shares as to which such person has:

             (i)   Sole power to vote or to direct the vote

                   (i)                    15,596
                   (ii)                   323,480
                   (iii)                  32,539
                   (iv)                   26,390
                   (v)                    23,092

             (ii)  Shared power to vote or to direct the vote

                   (i) through (v)-0-

             (iii) Sole power to dispose or to direct the disposition of

                   (i)                  15,596
                   (ii)                 323,480
                   (iii)                32,539
                   (iv)                 26,390
                   (v)                  23,092

             (iv)  Shared power to dispose or to direct the disposition of

                   (i) through (v)-0-

Item 5.  Ownership of Five Percent or Less of a Class
         If this statement is being filed to report the fact that as of the date
         hereof the reporting person has ceased to be the beneficial owner of
         more than five percent of the class of securities, check the following
         [ ].

         Not Applicable

Item 6.   Ownership of More than Five Percent on Behalf of Another Person

          See information in Item 4, above.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company

          Not Applicable

Item 8.   Identification and Classification of Members of the Group

          See Item 3 and Item 4, above.

Item 9.   Notice of Dissolution of Group

          Not Applicable



<PAGE>


Item 10.  Certification

          By signing below, we certify that, to the best of our knowledge and
          belief, the securities referred to above were acquired in the ordinary
          course of business and were not acquired for the purpose of and do not
          have the effect of changing or influencing the control of the issuer
          of such securities and were not acquired in connection with or as a
          participant in any transaction having such purposes or effect.

          This report shall not be construed as an admission by the persons
          filing the report that they are the beneficial owner of any securities
          covered by this report.

          After reasonable inquiry and to the best of our knowledge and belief
          we certify that the information set forth in this statement is true,
          complete and correct.

          December 1, 1998.

          SUSAN C. TERRY, Custodian


                Susan C. Terry
                -----------------------------
                Susan C. Terry, Custodian for
                Nathaniel Terry and
                Kathryn Lawson Terry


          SUSAN C. TERRY  REVOCABLE TRUST


          By:   Susan C. Terry
                -----------------------------
                Susan C. Terry, Trustee


          JOHN R. CONGDON TRUST FOR HUNTER ANDREW TERRY


          By:   Susan C. Terry
                -----------------------------
                Susan C. Terry, Trustee


          JOHN R. CONGDON TRUST FOR NATHANIEL EVERETT TERRY


          By:   Susan C. Terry
                -----------------------------
                Susan C. Terry, Trustee


          JOHN R. CONGDON TRUST FOR KATHRYN LAWSON TERRY


          By:   Susan C. Terry
                -----------------------------
                Susan C. Terry, Trustee



<PAGE>


JOINT FILING AGREEMENT

In accordance with Rule 13d-1 (f) (1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agrees to the joint filing with each other of
the attached statement on Schedule 13G and to all amendments to such statement
and that such statement and all amendments to such statement is made on behalf
of each of them.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on December
1, 1998.


SUSAN C. TERRY, Custodian


         Susan C. Terry
         -----------------------------
         Susan C. Terry, Custodian for
         Nathaniel Terry and
         Kathryn Lawson Terry


SUSAN C. TERRY  REVOCABLE TRUST


By:      Susan C. Terry
         -----------------------------
         Susan C. Terry, Trustee


JOHN R. CONGDON TRUST FOR HUNTER ANDREW TERRY


By:      Susan C. Terry
         -----------------------------
         Susan C. Terry, Trustee


JOHN R. CONGDON TRUST FOR NATHANIEL EVERETT TERRY


By:      Susan C. Terry
         -----------------------------
         Susan C. Terry, Trustee


JOHN R. CONGDON TRUST FOR KATHRYN LAWSON TERRY


By:      Susan C. Terry
         -----------------------------
         Susan C. Terry, Trustee





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