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) October 14, 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)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On October 14, 2004, Landstar System, Inc. issued a press release announcing results for the third quarter of fiscal 2004. A copy of the press release is attached hereto as Exhibit 99.1.

In the press release attached hereto as Exhibit 99.1, Landstar provided the following non-GAAP financial measures for the thirty-nine and thirteen week periods ended September 27, 2003: (1) earnings per diluted share before costs related to settlement of one lawsuit, (2) net income excluding costs relating to settlement of this lawsuit and (3) operating margin excluding costs relating to settlement of this lawsuit. The non-GAAP financial information presented in the attached press release should be considered in addition to, and not as a substitute for, the corresponding GAAP financial information also presented in the attached press release.

Management believes that it is appropriate to present this non-GAAP financial information for the following reasons: (1) the circumstances relating to this lawsuit are unusual and unique and thus are not likely to recur as a part of Landstar’s normal operations, (2) disclosure of the impact of these costs on earnings per diluted share, net income and operating margin will allow investors to better understand the underlying trends in Landstar’s financial condition and results of operations, (3) this information will facilitate comparisons by investors of Landstar’s results as compared to the results of peer companies and (4) management considers this non-GAAP financial information in its decision making.

The information furnished under Item 2.02 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.

Item 9.01 Financial Statements and Exhibits.

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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.

RCL/ac

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Exhibit 99.1

LANDSTAR SYSTEM REPORTS 30 PERCENT INCREASE IN REVENUE AND
RECORD NET INCOME AND DILUTED EARNINGS PER SHARE

Jacksonville, FL – Landstar System, Inc. (NASDAQ: LSTR) reported a 30 percent increase in revenue to a record $527 million in the 2004 third quarter, up from $407 million in the 2003 third quarter. Net income for the 2004 third quarter was a record $21.6 million, or $.70 per diluted share, compared to net income of $11.8 million, or $.38 per diluted share for the 2003 third quarter. Included in the 2004 third quarter revenue was $27.9 million of revenue related to disaster relief efforts for the recent storms that impacted the southeastern United States. These emergency transportation services were provided primarily under a contract between Landstar Express America, Inc. and the United States Federal Aviation Administration (the “FAA”). The revenue recognized under this contract generated $5.1 million of operating income which, net of related income taxes, increased net income by $3.1 million, or $.10 per diluted share, in the 2004 third quarter. As previously disclosed, the 2003 third quarter included $3.2 million of costs to defend and settle the Gulf Bridge lawsuit. These costs, net of related income tax benefits, reduced net income in the 2003 third quarter by $2.0 million, or $.06 per diluted share. Excluding the costs related to that litigation, net income for the 2003 third quarter was $13.9 million, or $.44 per diluted share.

Landstar’s carrier group of companies generated $369 million of revenue in the 2004 third quarter, compared with revenue of $308 million in the 2003 third quarter. In the

2004 and 2003 third quarters, the carrier group invoiced customers $15.3 million and $7.8 million, respectively, in fuel surcharges that were passed on 100 percent to business capacity owners and excluded from revenue. Landstar’s multimodal services group of companies generated $151 million of revenue, including the $27.9 million related to disaster relief services, in the 2004 third quarter compared with $92 million of revenue in the 2003 third quarter. Operating margin in the 2004 third quarter was 6.8 percent compared with 4.9 percent in the 2003 third quarter, 5.7 percent excluding the cost of the Gulf Bridge litigation. The $27.9 million of revenue attributable to emergency transportation services provided primarily under the FAA contract increased operating margin in the 2004 third quarter approximately 0.6 percent.

Net income for the thirty-nine-week period ended September 25, 2004 was $47.3 million, or $1.53 per diluted share, compared to net income of $35.6 million, or $1.10 per diluted share for the 2003 thirty-nine-week period ended September 27, 2003. The 2004 thirty-nine-week period 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. Also, included in net income for the 2004 thirty-nine-week period is $5.1 million of operating income related to the $27.9 million of revenue from emergency transportation services provided primarily under the FAA contract. This $5.1 million of operating income, net of related income taxes, increased net income $3.1 million, or $.10 per diluted share. The 2003 thirty-nine-week period included $4.2 million of costs to defend and settle the Gulf Bridge lawsuit. These costs, net of related income tax benefits, reduced net income in the 2003 thirty-nine-week period by $2.7 million, or $.08 per diluted share. Excluding the costs related to that litigation, net income was $38.2 million, or $1.19 per diluted share in the 2003 period. Revenue was $1,430 million in the 2004 thirty-nine-week period, compared to revenue of $1,163 million in the comparable 2003 period. Landstar’s carrier group of companies generated $1,054 million of revenue in the thirty-nine-week period ended September 25, 2004 compared with $901 million in the thirty-nine-week period ended September 27, 2003. In the 2004 and 2003 thirty-nine-week periods, the carrier group invoiced customers $37.4 million and $26.4 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 $354 million of revenue in the 2004 thirty-nine-week period compared with $241 million in the comparable 2003 period.

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“I am both pleased with and proud of Landstar’s 2004 third quarter performance,” said Landstar President and CEO Henry Gerkens. “Consolidated revenue increased by 30 percent, compared to the 2003 third quarter, to the highest quarterly revenue in Landstar history, as revenue at the carrier segment increased 20 percent and revenue at the multimodal segment increased 64 percent. Landstar was able to source the capacity required for disaster relief efforts in Florida and throughout the southeast while providing sufficient capacity to its regular customer base necessary to support a 23 percent increase in revenue. Overall, the increased revenue resulted in an 84 percent increase in diluted earnings per share over the 2003 third quarter.”

“During the quarter, we increased the total number of approved capacity providers by over 1,100. Compared to the 2003 third quarter, revenue generated through other third party truck capacity providers (truck brokerage) increased 63 percent and revenue hauled by Landstar BCOs increased 21 percent. Trailing twelve-month return on average equity remained high at 41 percent and return on invested capital, net income divided by the sum of average equity plus average debt, was 26 percent. During the thirty-nine-week period ended September 25, 2004, we reduced debt by approximately $6 million, purchased 681,000 shares of common stock at a total cost of $27,001,000 and ended the period with $101 million in cash and short-term investments” Gerkens said. “The Company has the ability to purchase an additional 699,140 shares of its common stock under its authorized share repurchase program.”

“I anticipate revenue growth for the 2004 fourth quarter to be within a range of 16 to 21 percent. This estimate includes additional anticipated emergency transportation services revenue to be provided under the FAA contract within a range of $9 million to $14 million. The current range of analysts’ earnings estimates, as reported by FIRST CALL, for the fourth quarter of 2004 is $.57 to $.68 per diluted share. Given the current operating environment, I anticipate earnings for the 2004 fourth quarter to be within a range of $.63 to $.71 per diluted share, including $.03 to $.05 per diluted share attributable to the anticipated revenue related to disaster relief efforts to be provided under the FAA contract” said Gerkens.

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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 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)

6

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

7

Landstar System, Inc.
Supplemental Information
(Unaudited)

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