UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 15, 2004

LANDSTAR SYSTEM, INC.

13410 Sutton Park Drive South, Jacksonville, Florida
(Address of principal executive offices)

32224
(Zip Code)

(904) 398-9400
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Item 12. Results of Operations and Financial Condition

On July 15, 2004, Landstar System, Inc. issued a press release announcing results for the second quarter of fiscal 2004. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under Item 12 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 99.1

[LANDSTAR LETTERHEAD]

LANDSTAR SYSTEM REPORTS 24 PERCENT INCREASE IN REVENUE AND
RECORD NET INCOME AND DILUTED EARNINGS PER SHARE

Jacksonville, FL – Landstar System, Inc. (NASDAQ: LSTR) reported a 24 percent increase in revenue to a record $482 million in the 2004 second quarter, up from $390 million in the 2003 second quarter. Net income for the 2004 second quarter was a record $17.6 million, or $.57 per diluted share, compared to net income of $13.6 million, or $.42 per diluted share for the 2003 second quarter. Operating margin was 6.1 percent in the 2004 second quarter, up from 5.8 percent in the 2003 second quarter.

Landstar’s carrier group of companies generated $364 million of revenue in the 2004 second quarter, compared with revenue of $303 million in the 2003 second quarter. In the 2004 and 2003 second quarters, the carrier group invoiced customers $13.7 million and $10.0 million, respectively, of fuel surcharges that were passed on 100 percent to business capacity owners and excluded from revenue. Landstar’s multimodal services group of companies generated $111 million of revenue in the 2004 second quarter compared with $80 million of revenue in the 2003 second quarter.

Net income for the twenty-six-week period ended June 26, 2004 was $25.7 million, or $.84 per diluted share, which included $7.6 million of costs to settle one, previously disclosed, severe accident. This charge, net of related income tax benefits, reduced net income by $4.9 million, or $.16 per diluted share. Net income for the twenty-six-week period ended June 28, 2003 was $23.7 million, or $.73 per diluted share. Revenue was $903 million in the 2004 first half,

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compared to revenue of $756 million in the 2003 first half. Operating margin for the 2004 twenty-six-week period was 4.8 percent, which was reduced .8 percent by the previously referred to accident, compared with 5.2 percent in the 2003 twenty-six-week period.

Landstar’s carrier group of companies generated $685 million of revenue in the twenty-six-week period ended June 26, 2004 compared with $593 million in the twenty-six-week period ended June 28, 2003. In the 2004 and 2003 twenty-six-week periods, the carrier group invoiced customers $22.0 million and $18.6 million, respectively, of fuel surcharges that were passed on 100 percent to business capacity owners and excluded from revenue. Landstar’s multimodal services group of companies generated $203 million of revenue in the 2004 twenty-six-week period compared with $149 million in the 2003 period.

“I am extremely pleased with Landstar’s 2004 second quarter performance,” said Landstar President and CEO Henry Gerkens. “Consolidated revenue increased by 24 percent to the highest quarterly revenue in Landstar history, as revenue at the carrier segment increased 20 percent and revenue at the multimodal segment increased 39 percent. The very strong revenue gain in the quarter clearly demonstrates Landstar’s ability to source the capacity necessary to meet its customers’ needs. During the quarter we increased the number of total approved capacity providers by over 300. Compared to the 2003 second quarter, revenue generated through other third party truck capacity providers (truck brokerage) increased 42 percent and revenue hauled by Landstar BCOs increased 19 percent. This strong increase in revenue was accompanied by a 28 basis point improvement in operating margin and a 36 percent increase in diluted earnings per share.”

“Trailing twelve-month return on average equity remained high at 35 percent and return on invested capital, net income divided by the sum of average equity plus average debt, was 22 percent. During the 2004 first half, we reduced debt by approximately $5 million, purchased 462,000 shares of common stock at a total cost of $16,407,000 and ended the period with $90 million in cash and short term investments.” Gerkens said. “The Company has the ability to purchase an additional 918,140 shares of its common stock under its authorized share repurchase program.”

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“I anticipate revenue growth for the second half of the 2004 fiscal year to be within a range of 12 to 16 percent. The current range of analysts’ earnings estimates, as reported by FIRST CALL, for the third quarter of 2004 is $.50 to $.53 per diluted share and $1.84 to $2.03 per diluted share for the full 2004 fiscal year. I am currently comfortable with the analysts’ range of earnings estimates for both the 2004 third quarter and the 2004 full year” said Gerkens.

Landstar will provide a live webcast of its quarterly earnings conference call this afternoon at 2 pm ET. To access the webcast, visit the company’s website at www.landstar.com. Click on Investors and then the webcast icon.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not based on historical facts are “forward-looking statements.” This press release contains forward-looking statements, such as statements, which relate to Landstar’s business objectives, plans, strategies and expectations. Terms such as “anticipates,” “believes,” “estimates,” “plans,” “predicts,” “may,” “should,” “will,” the negative thereof and similar expressions, including any such expressions with respect to the level of comfort with analyst estimates, are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: an increase in the frequency or severity of accidents or workers’ compensation claims; unfavorable development of existing accident claims; dependence on independent sales agents; dependence on third party capacity providers; disruptions or failures in our computer systems; a downturn in domestic economic growth or growth in the transportation sector; substantial industry competition; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10K for the 2003 fiscal year, described in the section Factors That May Affect Future Results and/or Forward-Looking Statements, and other SEC filings from time to time. These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. Investors should not place undue reliance on such forward-looking statements, and Landstar undertakes no obligation to publicly update or revise any forward-looking statements.

Landstar System, Inc. is headquartered in Jacksonville, Florida. The Landstar carrier group comprised of Landstar Gemini, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Ranger, Inc. and Landstar Carrier Services, Inc. delivers excellence in safe and complete over-the-road transportation services. The Landstar multimodal group comprised of Landstar Express

LANDSTAR STYSTEM/4

America, Inc. and Landstar Logistics, Inc. delivers excellence in safe, expedited, contract logistics, intermodal and ocean transportation services. All Landstar operating companies are certified to ISO 9001:2000 quality management system standards. Landstar System, Inc.’s common stock trades on the NASDAQ Stock Market ® under the symbol LSTR.

(Tables follow)

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LANDSTAR SYSTEM, INC.
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

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Landstar System, Inc.
Selected Segment Information
(Dollars in thousands)
(Unaudited)

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Landstar System, Inc.
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
(Unaudited)

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Landstar System, Inc.
Supplemental Information
(Unaudited)