SecProbe.io

Mail Stop 3651

October 14, 2005

Via U.S. Mail and Facsimile

Earl E. Congdon
Chief Executive Officer
Old Dominion Freight Line, Inc.
500 Old Dominion Way
Thomasville, NC 27360

RE: Old Dominion Freight Line, Inc.
   Form 10-K for the Fiscal Year Ended December 31, 2004

File No. 000-19582

Dear Mr. Congdon:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Earl E. Congdon
Old Dom inion
October 14, 2005
Page 2

Form 10-K for the Fiscal Year Ended December 31, 2004

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

MD&A – Results of Operations, pages 17-21
Consolidated Statements of Operations, page 29

1. From your disclosure in th e narrative section of MD&A, we note the amounts of
“fuel surcharge” revenues materially vary  from period-to-period from a range of
approximately $17 million in 2002 to $53 million in 2004.     Consistent with the
reporting treatment presented by other industr y (trucking) registrants, we believe
you should separately classify these ot her miscellaneous revenues from your
“base” revenues on the face of th e consolidated statements of operations.    In this
regard, there would be two (2) separate cap tions such as “revenues, before fuel
surcharge” and “fuel surcha rge revenues” with a subtotal amount for total
revenues.    In addition, the MD&A should parallel the consistent treatment in the
consolidated financial statements by provi ding a breakdown of total revenues into
these two components with a separate discussion of each component.    We
believe this will afford easier analys is with clearer and more transparent
disclosure for investors.    Please revise accordingly.

Critical Accounting Policies

Allowance for Uncollectible Accounts, page 24

2. We note that your customer receivables balance in 2004 compared to 2003 materially increased by 30%, while your  allowance for uncollectible accounts
only increased 10%. We also note that approximately 74% of your total current assets balance at 2004 is comprised of cu stomer receivables.   Considering the
significance of the above mentioned fluctu ations, and the fact that you consider
your allowance of uncollect ible customer accounts as one of your critical
accounting policies, we believe your MD&A should discuss the facts and
circumstance as to why your allowance of  uncollectible accounts did not increase
proportionally in relation to the increase in your customer receivable balance
between 2003 and 2004. Additionally, please enhance your MD&A and discuss
the factors as to how you arrived at the estimate of your allowance for
uncollectible accounts, how accurate the es timate/assumption has been in the past,
how much the estimate/assumptions has changed in the past and whether the estimate/assumptions is reasona bly likely to change in the future.  See FR-72 for
guidance.

Earl E. Congdon
Old Dom inion
October 14, 2005
Page 3

Item 8. Financial Statements and Supplementary Data

Note 1. Significant Accounting Policies

Segments, page 32

3. We note from your disclosure in your business section on page 2 of your filing
that you currently have four bra nded product groups, OD-Domestic, OD-
Expedited, OD-Global, and OD-Technology and that you also provide international services around the globe. In this regard, please revise your filing to
include and provide us with the disclo sures required by pa ragraph 37 and 38 of
SFAS No. 131.  If providing this informa tion is impracticable, please provide us
with your detailed reason(s) for this fact.

Revenue and Expense Recognition, page 32

4. Please tell us and expand your disclosure  to explain how you account for billing
adjustments, discounts, money-back serv ice guarantees and billing corrections.
We may have further comment upon receipt of your response.

Accounting Policies (Tires on Equipment), page 33

5. It is unclear as to the nature of the items included in the cost of “Tires on
Equipment” and “”Revenue Equipment” classified as current and non-current
(property and equipment), respectively, on the consolidated balance sheet.   Your
significant accounting policies should address how you specifically account for the cost incurred for each of the followi ng items: (i) original tires acquired with
revenue equipment; (ii) replacement tires; and (iii) recapping tires.    Please tell us
and clarify the disclosure in your accounting policy to address each of these items, accordingly.

Note 3 – Leases, page 36

6. As your disclosure on leases is brief,  it is unclear whether your revenue
equipment leases provide for guarantees  by the registrant of a portion of a
specified residual value at the end of the lease term.   In this regard, we have
noted other trucking company registrants th at have residual value guarantees in
their leases.   Therefore, please tell us a nd revise your disclosure, as applicable.
In this regard, you should disclose info rmation as to the amount of guarantee
liabilities accrued at the balance sheet date  in accordance with FIN No. 45.    If no
such amounts exist, or they are immaterial , please state so.   In addition, please
provide an accounting policy that clearly and completely discloses the conditions
when a residual value amount is recognized  as a liability in the consolidated
financial statements.    Please advise and revise accordingly.

Earl E. Congdon
Old Dom inion
October 14, 2005
Page 4

Note 10 – Quarterly Financial Information, page 41

7. In accordance with Item 302(a)(3), please re vise your disclosure to describe or
cross-reference the effects of any unus ual or infrequently occurring items
recognized in any of the quarters that have  materially affected the comparability
of the information presented.   For example, we note that you generated
significantly less operating income  and net income in the 1st quarter of fiscal 2004
than in other quarters relative to the amount of revenues recognized.

Independent Auditor’s Report, page 42

8. In accordance with the guidance in PC AOB Auditing Standard No. 1 and SEC
Release #34-49708 (FR-73), auditor reports issued on or after May 24, 2004
should specifically state the audit wa s performed in accordance with “the
standards of the Public Company Accounti ng Oversight Board (United States).”
In this regard, a reference to generally accepted auditing standards in auditor
reports is no longer appropriate or necessa ry.   In an amendment to the Form 10-
K, please furnish a revised independent auditor’s report as provided by Ernst &
Young LLP with the appropriate changes.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Schedule II, page 46

9. We note that your “Insurance and Clai ms” expense in 2004 compared to 2003
materially increased by approximately 48%, while your “Claims and Insurance”
accruals only increased by approximately  13%.  Given the above mentioned
disproportionate fluctuation between the year-over year  increase in “Insurance
and Claims” expense as compared to the year-over-year increase in “Claims and Insurance” accruals; and your discussion of this accrual in your discussion of
“Critical Accounting Policies” in MD&A, please revise your f iling to include the
“Claims and Insurance” accrual in your fi nancial statement schedule II for each
period, which an audited income statement is presented in the filing. Refer to Rule
5-04 of Regulation S-X and Schedule II in Ru le 12-09 of Regulation S-X.  As part
of your response, please explain to us why the above mentioned accounts
disproportionately increased year-over-year.

Earl E. Congdon
Old Dom inion
October 14, 2005
Page 5

 As appropriate, please amend your filing and respond to these comments within
20 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeff Jaramillo at (202 ) 551-3212 or Joe Foti, Senior Assistant
Chief Accountant, at (202) 551-3816 if you have questions regarding comments on the financial statements and related matters.  Pl ease contact Max Webb, A ssistant Director, at
(202) 551-3755 with any other questions.

Earl E. Congdon
Old Dom inion
October 14, 2005
Page 6

       S i n c e r e l y ,

       J o e  F o t i
       Senior Assistant Chief Accountant

Via facsimile: Wes Frye, Senior Vice President - Finance
 (336) 822-5289