As filed with the Securities and Exchange Commission on August 13, 2002.

                                                        Registration No. _______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------

                         POST EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                  ------------

                               ROADWAY CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                34-1956254
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)

    1077 Gorge Boulevard, Akron, Ohio                     44310
(Address of principal executive offices)                (zip code)

                               ROADWAY CORPORATION
                              EQUITY OWNERSHIP PLAN
                            (Full title of the plan)

                               John J. Gasparovic
                  Vice President, General Counsel and Secretary
                               Roadway Corporation
                              1077 Gorge Boulevard
                                Akron, Ohio 44310
                     (Name and address of agent for service)

                                 (330) 384-1717
          (Telephone number, including area code, of agent for service)

         This Post-Effective Amendment to the Registration Statement shall
become effective upon filing with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 464 under the Securities Act of 1933, as amended
(the "Securities Act").


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------


                                                      Proposed               Proposed
       Title of                                        maximum                maximum
      securities                Amount                offering               aggregate              Amount of
         to be                   to be                price per              offering             registration
      registered             registered(1)              share                  price                   fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                                                   
     Common Stock
    $.01 par value          600,000 shares             $27.77(2)           $16,662,000(2)            $1,532.90
======================== ====================== ====================== ====================== ======================



(1)      Pursuant to Rule 416 of the Securities Act, this Registration Statement
         also covers such additional shares of Common Stock, $.01 par value
         ("Common Stock"), as may become issuable pursuant to the anti-dilution
         provisions of the Roadway Corporation Equity Ownership Plan (the
         "Plan") described herein.

(2)      Pursuant to Rule 457(h) under the Securities Act, this estimate is made
         solely for the purpose of calculating the amount of the registration
         fee and is based on the average of the high and low prices of the
         Common Stock on the Nasdaq National Market on August 8, 2002.

                      STATEMENT UNDER GENERAL INSTRUCTION E
                      REGISTRATION OF ADDITIONAL SECURITIES

         This Registration Statement on Form S-8 (the "Registration Statement")
is being filed pursuant to General Instruction E to Form S-8 under the
Securities Act to register additional shares of the registrant's Common Stock
issuable pursuant to the Plan. Unless otherwise noted herein, this Registration
Statement incorporates by reference the contents of Roadway's registration
statement relating to the Plan on Form S-8 (File No. 333-65202), and all
exhibits thereto, which was previously filed with the Commission on July 16,
2001.






                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents heretofore filed by Roadway
Corporation (Commission File No. 000-32821), successor to Roadway Express, Inc.,
(the "Company" or the "Registrant"), with the Commission are incorporated herein
by reference:

         (1)      Annual Report of Roadway Corporation on Form 10-K for the year
                  ended December 31, 2001;

         (2)      Quarterly Reports of Roadway Corporation on Form 10-Q for the
                  periods ended March 23, 2002 and June 15, 2002;

         (3)      Current Reports of Roadway Corporation on Form 8-K dated
                  January 23, 2002 and May 24, 2002; and

         (4)      The description of the Common Stock contained in the
                  Registration Statement of Roadway Corporation on Form 8-A
                  filed on May 30, 2001.

                  All documents that shall be filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") subsequent to the filing of this registration statement and
prior to the filing of a post-effective amendment indicating that all securities
offered under the Plan have been sold or deregistering all securities then
remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Under Delaware law, a corporation may include in its
certificate of incorporation ("Certificate") a provision that eliminates or
limits the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a director,
but no such provision may eliminate or limit the liability of a director (a) for
any breach of duty of loyalty, (b) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law (the "DGCL") (dealing with
illegal redemptions and stock repurchases), or (d) for any transaction from
which the director derived an improper personal benefit. The Registrant's
Certificate limits personal liability of directors to the fullest extent
permitted by Delaware law.

                  Delaware law also provides that a corporation (a) must
indemnify its directors, officers, employees, and agents for all expenses of
litigation when they are successful on the merits or otherwise; (b) may
indemnify such persons for the expenses, judgments, fines, and amounts paid in
settlement of litigation (other than a derivative suit) even if they are not
successful on the merits, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of criminal proceedings, have no reason to believe
that their conduct was unlawful); and (c) may indemnify such persons for the
expenses of a derivative suit even if they are not successful on the merits if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the

                                       2


best interests of the corporation, provided that no such indemnification may be
made on behalf of a person adjudged to be liable in a derivative suit, unless
the Delaware Chancery Court determines that, despite such adjudication but in
view of all of the circumstances, such person is entitled to indemnification. In
any such case, indemnification may be made only upon determination by (i) a
majority of the disinterested directors, (ii) independent legal counsel or (iii)
the stockholders that indemnification is proper because the applicable standard
of conduct was met. The advancement of litigation expenses to a director or
officer is also authorized upon receipt by the board of directors of an
undertaking to repay such amounts if it is ultimately determined that such
person is not entitled to be indemnified for them.

                  The Registrant's Certificate authorizes mandatory
indemnification to the full extent permitted by Delaware law, and authorizes the
Registrant to enter into indemnification agreements with directors, officers and
other persons entitled to indemnification thereunder. The Registrant's
Certificate further authorizes the Registrant to provide by agreement for
indemnification greater or different than set forth in the Registrant's
Certificate. The Registrant has entered into indemnification agreements with its
directors and certain officers that indemnify such persons to the maximum extent
permitted by applicable law.

         The Registrant has a directors' and officers' liability insurance
policy in place pursuant to which its directors and officers are insured against
certain liabilities, including certain liabilities under the Securities Act and
the Exchange Act.

ITEM 8.           EXHIBITS.

                  4.1      Amended and Restated Certificate of Incorporation of
                           the Company (Incorporated by reference to Exhibit 3.1
                           to the Current Report on Form 8-K filed by Roadway
                           Express, Inc. on May 30, 2001).

                  4.2      Amended and Restated Bylaws of the Company
                           (Incorporated by reference to Exhibit 3.2 to the
                           Current Report on Form 8-K filed by Roadway Express,
                           Inc. on May 30, 2001).

                  4.3      Roadway Corporation Equity Ownership Plan, as amended
                           (Incorporated by reference to Exhibit 4.3 to the
                           Registration Statement on Form S-8 filed by the
                           Company on July 16, 2001).

                  4.4      Amendment No. 1 to the Roadway Corporation Equity
                           Ownership Plan.*

                  5.1      Opinion of Counsel.*

                  23.1     Consent of Ernst & Young LLP.*

                  23.2     Consent of PricewaterhouseCoopers LLP.*

                  23.3     Consent of Counsel (included in Exhibit 5.1).*

                  24.1     Power of Attorney.*

         *Filed herewith.
                                       3



ITEM 9.           UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

                  (a)(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;

                           (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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b), if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement; and

                           (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, Form
                                    S-8 or Form F-3, and the information
                                    required to be included in a post-effective
                                    amendment by those paragraphs is contained
                                    in periodic reports filed with or furnished
                                    to the Commission 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.

                                       4


                  (b)      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, where applicable,
                           each filing of an employee benefit 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 such securities at that time
                           shall be deemed to be in the initial bona fide
                           offering thereof.

                  (c)      Insofar as indemnification for liabilities arising
                           under the Securities Act may be permitted to
                           directors, officers and controlling persons of the
                           Registrant pursuant to the foregoing provisions or
                           otherwise, the Registrant has been advised that in
                           the opinion of the Securities and Exchange 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 of
                           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.

                                   SIGNATURES

                  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 this registration statement 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 Akron, State of Ohio, on
this 13th day of August 2002.

                        ROADWAY CORPORATION


                            By: /s/ John J. Gasparovic
                                ----------------------------------------
                                John J. Gasparovic
                                Vice President, General Counsel
                                and Secretary

                                       5




                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.



         Signature                          Title                                       Date

                                                                               
/s/                   *                     Chairman and Chief Executive Officer        August 13, 2002
------------------------------------------  (Principal Executive Officer)
Michael  W. Wickham

/s/                   *                     Executive Vice President and                August 13, 2002
------------------------------------------  Chief Financial Officer
J. Dawson Cunningham                        (Principal Financial Officer)


/s/                   *                     Controller                                  August 13, 2002
------------------------------------------  (Principal Accounting Officer)
John G. Coleman

/s/                   *                     Director                                    August 13, 2002
------------------------------------------
Dale F. Frey

                                            Director                                    August __, 2002
------------------------------------------
Phillip J. Meek

/s/                   *                     Director                                    August 13, 2002
------------------------------------------
Frank P. Doyle

/s/                   *                     Director                                    August 13, 2002
------------------------------------------
John F. Fiedler

/s/                   *                     Director                                    August 13, 2002
------------------------------------------
Carl W. Schafer

                                            Director                                    August __, 2002
------------------------------------------
Sarah Roush Werner


*        The undersigned by signing his name hereto, does sign and execute the
         Registration Statement on Form S-8 pursuant to a Power of Attorney
         executed on behalf of the above-indicated officers and directors of
         Roadway Corporation filed herewith as Exhibit 24.1 on behalf of Roadway
         Corporation and each such person.

                                By:     /s/ John J. Gasparovic
                                        ---------------------------------------
                                        John J. Gasparovic, Attorney-in-fact


                                       6






                                  Exhibit Index

         4.1      Amended and Restated Certificate of Incorporation of the
                  Company (Incorporated by reference to Exhibit 3.1 to the
                  Current Report on Form 8-K filed by Roadway Express, Inc. on
                  May 30, 2001).

         4.2      Amended and Restated Bylaws of the Company (Incorporated by
                  reference to Exhibit 3.2 to the Current Report on Form 8-K
                  filed by Roadway Express, Inc. on May 30, 2001).

         4.3      Roadway Corporation Equity Ownership Plan, as amended
                  (Incorporated by reference to Exhibit 4.3 to the Registration
                  Statement on Form S-8 filed by the Company on July 16, 2001).

         4.4      Amendment No. 1 to the Roadway Corporation Equity Ownership
                  Plan.*

         5.1      Opinion of Counsel.*

         23.1     Consent of Ernst & Young LLP.*

         23.2     Consent of PricewaterhouseCoopers LLP.*

         23.3     Consent of Counsel (included in Exhibit 5.1).*

         24.1     Power of Attorney.*

    * Filed herewith.