Ownership Submission

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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OMB Number:

3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CONGDON JEFFREY W

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	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of Section 13(d) group

(Last)

(First)

(Middle)

7511 WHITEPINE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2012

(Street)

RICHMOND, VA 23237

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/28/2012		G	V	197,992	D	$ 0	137,688	I	By Congdon Family, LLC ⁽²⁾
Common Stock	12/28/2012		G	V	197,992	D	$ 0	137,688 ⁽³⁾	I	By Congdon Family, LLC ⁽⁴⁾
Common Stock								863,189 ⁽¹⁾	I	As trustee of Susan C. Terry Revocable Trust
Common Stock								819,063 ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock								83,084 ⁽³⁾ ⁽⁶⁾	I	As trustee of Jeffrey W. Congdon 2009 GRAT
Common Stock								46,231 ⁽³⁾	I	As trustee of Jeffrey W. Congdon 2010 GRAT #2
Common Stock								101,181 ⁽³⁾ ⁽⁵⁾	I	As trustee of Jeffrey W. Congdon 2011 GRAT #1
Common Stock								112,500 ⁽³⁾	I	As trustee of Jeffrey W. Congdon 2012 GRAT #1
Common Stock								112,500 ⁽³⁾	I	As trustee of Jeffrey W. Congdon 2012 GRAT #2

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONGDON JEFFREY W 7511 WHITEPINE ROAD RICHMOND, VA 23237		X		Member of Section 13(d) group
TERRY SUSAN C 7511 WHITEPINE ROAD RICHMOND, VA 23237		X		Member of Section 13(d) group

Signatures

/s/ John R. Congdon, Jr., by Power of Attorney		02/12/2013
^**Signature of Reporting Person		Date
/s/ John R. Congdon, Jr., by Power of Attorney		02/12/2013
^**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)	These securities are beneficially owned by Susan C. Terry, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.
(2)	The Susan C. Terry Revocable Trust, which Susan C. Terry serves as the trustee of, is a member of Congdon Family, LLC. Susan C. Terry disclaims beneficial ownership of the reported securities. On December 28, 2012, the Susan C. Terry Revocable Trust transferred part of its membership interest in Congdon Family, LLC to various other trusts in which Susan C. Terry has no pecuniary interest.
(3)	These securities are beneficially owned by Jeffrey W. Congdon, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.
(4)	The Jeffrey W. Congdon Revocable Trust, which Jeffrey W. Congdon serves as the trustee of, is a member of Congdon Family, LLC. Jeffrey W. Congdon serves as a manager of Congdon Family, LLC. On December 28, 2012, the Jeffrey W. Congdon Revocable Trust transferred part of its membership interest in Congdon Family, LLC to various other trusts in which Jeffrey W. Congdon has no pecuniary interest.
(5)	Reflects a transfer of 48,819 shares from the Jeffrey W. Congdon 2011 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on September 13, 2012.
(6)	Reflects a transfer of 8,743 shares from the Jeffrey W. Congdon 2009 GRAT to the Jeffrey W. Congdon Revocable Trust on November 26, 2012.

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