Sec Form 4 Filing - HARLIN RAY M @ US XPRESS ENTERPRISES INC - 2007-10-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HARLIN RAY M 2. Issuer Name and Ticker or Trading Symbol US XPRESS ENTERPRISES INC [ XPRSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. VP Finance and CFO (Last) (First) (Middle) 4080 JENKINS RD. 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2007 (Street) CHATTANOOGA, TN37421 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 10/12/2007 J( 1 ) 64,107 ( 1 ) D $ 20.1 0 D Class A Common Stock 10/12/2007 J( 2 ) 8,860 ( 2 ) D $ 20.1 0 I by 401(k) Plan Class A Common Stock 10/12/2007 J( 3 ) 4,339 ( 3 ) D $ 20.1 0 I by Employee Stock Purchase Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right-to-Buy) $ 18.75 10/12/2007 J( 4 ) 50,000 ( 4 ) 07/03/2012 Class A Common Stock 50,000 ( 4 ) 0 D Stock Options (Right-to-Buy) $ 13.9 10/12/2007 J( 5 ) 15,000 ( 5 ) 02/17/2014 Class A Common Stock 15,000 ( 5 ) 0 D Stock Options (Right-to-Buy) $ 11.5 10/12/2007 J( 6 ) 18,000 ( 6 ) 05/15/2012 Class A Common Stock 18,000 ( 6 ) 0 D Stock Options (Right-to-Buy) $ 6.5 10/12/2007 J( 7 ) 25,000 ( 7 ) 02/28/2010 Class A Common Stock 25,000 ( 7 ) 0 D Stock Options (Right-to-Buy) $ 8.0625 10/12/2007 J( 8 ) 50,000 ( 8 ) 07/01/2010 Class A Common Stock 50,000 ( 8 ) 0 D Stock Options (Right-to-Buy) $ 12.25 10/12/2007 J( 9 ) 8,000 ( 9 ) 09/24/2008 Class A Common Stock 8,000 ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARLIN RAY M 4080 JENKINS RD. CHATTANOOGA, TN37421 Exec. VP Finance and CFO Signatures /s/ Ray M. Harlin 10/16/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed in connection with the tender offer and the merger of New Mountain Lake Acquisition Company ("NMLAC") with and into the Issuer (the "Merger") in exchange for a cash payment of $20.10 per share of the Issuer's Class A Common Stock. ( 2 )The number of shares is equal to the reporting persons October 9, 2007 account balance, the last balance available under the Issuer's XPRE$$AVINGS 401(k) Plan, in the employer's stock fund, divided by the closing price on October 9, 2007. The fund is unitized and as such does not itself allocate a specific number of shares to each participant. These shares were disposed of in connection with the tender offer and Merger in exchange for a cash payment of $20.10 per share of the Issuer's Class A Common Stock. ( 3 )Disposed of in connection with the tender offer and the Merger in exchange for a cash payment of $20.10 per share of the Issuer's Class A Common Stock. ( 4 )The options to buy 50,000 shares of the Issuer?s Class A Common Stock, under the Issuer's 1993 Stock Incentive Plan, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on July 3, 1998, were cancelled pursuant to the Merger in exchange for a cash payment of $67,500, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option. ( 5 )The options to buy 15,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in three equal annual installments beginning on February 5, 2005, were cancelled pursuant to the Merger in exchange for a cash payment of $93,000, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option. ( 6 )The options to buy 18,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in five equal annual installments of 3,600 shares beginning May 15, 2003, were cancelled pursuant to the Merger in exchange for a cash payment of $154,800, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option. ( 7 )The options to buy 25,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Incentive Stock Plan granted on February 28, 2000, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on February 28, 2001, were cancelled pursuant to the Merger in exchange for a cash payment of $340,000, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option. ( 8 )The options to buy 50,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Incentive Stock Plan granted on July 1, 2000, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on July 1, 2001, were cancelled pursuant to the Merger in exchange for a cash payment of $601,875, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option. ( 9 )The options to buy 8,000 shares of the Issuer's Class A Common Stock under the Issuer's 1993 Incentive Stock Plan granted on September 24, 1998, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on September 24, 1999, were cancelled pursuant to the Merger in exchange for a cash payment of $62,800, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option.

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