SEC Form 3

FORM 3

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Walters Michael S (Last) (First) (Middle) 4080 JENKINS ROAD (Street) CHATTANOOGA TN 37421 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2006	3. Issuer Name and Ticker or Trading Symbol US XPRESS ENTERPRISES INC [ XPRSA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres. & CEO of Subsidiary	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	4,265(1)	D
Class A Common Stock	11,800(2)	D
Class A Common Stock	245(3)	I	401(K) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant to reporting person of 4,265 restricted shares of the Issuer's Class A Common Stock under the 2002 Stock Incentive Plan on February 28, 2006. The restrictions lapse with the passage of time at the rate of 50% upon the Walters Initial Vesting Date (defined as the first to occur of (i) the closing of the exercise by the Investor of the Investor Call Option under the Amended and Restated Stockholders' Agreement and (ii) December 8, 2007), and 50% upon the second anniversary of the Walters Initial Vesting Date.

2. Grant to reporting person of 11,800 restricted shares of the Issuer's Class A Common Stock on February 28, 2006. The restrictions lapse with the passage of time at the rate of 50% upon the Walters Initial Vesting Date and 50% upon the one year anniversary of the Walters Initial Vesting Date.

3. The number of shares beneficially owned is equal to the reporting person's October 20, 2006 account balance, the latest balance available under the Issuer's XPRE$$AVINGS 401 (K) Plan, in the employer's stock fund, divided by the closing price on October 20, 2006. The fund is unitized and as such does not itself allocate a specific number of shares to each participant.

	/s/Michael S. Walters	10/26/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.