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 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRYE J WES
   2. Issuer Name and Ticker or Trading Symbol
OLD DOMINION FREIGHT LINE INC/VA [ODFL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP - Finance and CFO
(Last)
(First)
(Middle)
C/O OLD DOMINION FREIGHT LINE, INC, 500 OLD DOMINION WAY		 3. Date of Earliest Transaction (Month/Day/Year)
04/29/2004
(Street)

THOMASVILLE, NC 27360		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 04/29/2003   M   3,000 A $ 12.6667 4,461 (1) D  
Common Stock 04/29/2004   S   902 D $ 37.25 3,559 D  
Common Stock 04/29/2004   S   100 D $ 37.27 3,459 D  
Common Stock 04/29/2004   S   200 D $ 37.28 3,259 D  
Common Stock 04/29/2004   S   400 D $ 37.30 2,859 D  
Common Stock 04/29/2004   S   100 D $ 37.34 2,759 D  
Common Stock 04/29/2004   S   200 D $ 37.40 2,559 D  
Common Stock 04/29/2004   S   998 D $ 37.42 1,561 D  
Common Stock 04/29/2004   S   100 D $ 37.43 1,461 D  
Common Stock               150 I By wife
Common Stock               425 (2) (3) I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 Option (right to buy) $ 12.6667 (3) 04/29/2004   M     3,000 (3)   (4) 10/25/2004 Common Stock 3,000 (3) $ 0 750 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRYE J WES
C/O OLD DOMINION FREIGHT LINE, INC
500 OLD DOMINION WAY
THOMASVILLE, NC 27360		       Senior VP - Finance and CFO  

Signatures

 /s/ J. Wes Frye   04/30/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Includes 1461 shares (adjusted for stock split) held in IRA, which were included in holdings on Forms 4 prior to 2003 but were not included in Forms 4 filed in 2003.
(2) Adjusted to reflect 3-for-2 stock split on June 4, 2003.
(3) 401(k) holdings were included in Forms 4 filed prior to 2003 but were not listed on Forms 4 filed in 2003.
(4) The option vested and became exercisable in five equal annual installments on October 24 of each of 1995, 1996, 1997, 1998 and 1999.

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