UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-Q


          X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2000

                                     OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from N/A to N/A


                        Commission File Number  1-12149


                    CONSOLIDATED FREIGHTWAYS CORPORATION


                    Incorporated in the State of Delaware
                I.R.S. Employer Identification No. 77-0425334

                  175 Linfield Drive, Menlo Park, CA  94025
                       Telephone Number (650) 326-1700


Indicate  by  check  mark whether the registrant (1) has filed  all  reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange  Act
of  1934 during the preceding 12 months (or for such shorter period that the
registrant  was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.  Yes   X     No     .




              Number of shares of Common Stock, $.01 par value,
                outstanding as of April 30, 2000: 21,464,671




                     CONSOLIDATED FREIGHTWAYS CORPORATION
                                  FORM 10-Q
                         Quarter Ended March 31, 2000

____________________________________________________________________________
____________________________________________________________________________

                                    INDEX



  PART I.  FINANCIAL INFORMATION                                Page

   Item 1.     Financial Statements

          Consolidated Balance Sheets -
            March 31, 2000 and December 31, 1999                 3

          Statements of Consolidated Operations -
            Three Months Ended March 31, 2000 and 1999           5

          Statements of Consolidated Cash Flows -
            Three Months Ended March 31, 2000 and 1999           6

          Notes to Consolidated Financial Statements             7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations       10

   Item 3. Quantitative and Qualitative Disclosures
             About Market Risk                                  13



PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                     13

  Item 6. Exhibits and Reports on Form 8-K                      13


SIGNATURES                                                      14



                        PART I. FINANCIAL INFORMATION
                        ITEM 1. Financial Statements

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                      March  31,    December 31,
                                                        2000           1999

                                                      (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   87,682     $   49,050
   Trade accounts receivable, net of allowances        326,738        343,198
   Other receivables                                     5,513          6,524
   Operating supplies, at lower of average
     cost or market                                      8,784          9,268
   Prepaid expenses                                     51,338         41,405
   Deferred income taxes                                20,287         21,567
      Total Current Assets                             500,342        471,012

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 82,766         82,701
   Buildings and improvements                          354,481        354,012
   Revenue equipment                                   536,645        545,129
   Other equipment and leasehold improvements          141,784        139,408
                                                     1,115,676      1,121,250
   Accumulated depreciation and amortization          (755,246)      (752,298)
                                                       360,430        368,952
OTHER ASSETS
   Deposits and other assets                            57,102         57,712
   Deferred income taxes                                21,337         18,596
                                                        78,439         76,308

TOTAL ASSETS                                        $  939,211     $  916,272



      The accompanying notes are an integral part of these statements.



                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                                                      March 31,   December 31,
                                                       2000          1999

                                                     (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  86,368      $  98,701
   Accrued liabilities                                220,489        202,287
   Accrued claims costs                                80,353         78,584
   Federal and other income taxes                      13,402         16,883
   Short-term borrowings                               20,000              -
Total Current Liabilities                             420,612        396,455

LONG-TERM LIABILITIES
   Long-term debt                                      15,100         15,100
   Accrued claims costs                                96,948         97,839
   Employee benefits                                  122,863        121,783
   Other liabilities and deferred credits              27,377         26,533
      Total Liabilities                               682,900        657,710

SHAREHOLDERS' EQUITY
   Preferred stock, $.01 par value; authorized
     5,000,000 shares; issued none                         --             --
   Common stock, $.01 par value; authorized
     50,000,000 shares; issued 23,133,848 shares          231            231
   Additional paid-in capital                          77,224         77,406
   Accumulated other comprehensive loss               (10,094)       (10,087)
   Retained earnings                                  204,653        207,632
   Treasury stock, at cost (1,760,855 and 1,863,691
     shares, respectively)                            (15,703)       (16,620)
       Total Shareholders' Equity                     256,311        258,562

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 939,211      $ 916,272



      The accompanying notes are an integral part of these statements.



                         CONSOLIDATED FREIGHTWAYS CORPORATION
                                    AND SUBSIDIARIES
                         STATEMENTS OF CONSOLIDATED OPERATIONS
                    (Dollars in thousands except per share amounts)


                                                Three Months Ended
                                                     March 31,

                                                2000            1999


REVENUES                                     $  593,629     $  558,208

COSTS AND EXPENSES
    Salaries, wages and benefits                379,660        358,400
    Operating expenses                          115,815         91,580
    Purchased transportation                     49,125         51,772
    Operating taxes and licenses                 18,468         17,042
    Claims and insurance                         18,059         13,898
    Depreciation                                 13,741         12,324
                                                594,868        545,016
OPERATING INCOME (LOSS)                          (1,239)        13,192

OTHER INCOME (EXPENSE)
   Investment income                                353            818
   Interest expense                              (1,087)        (1,032)
   Miscellaneous, net                            (4,106)          (359)
                                                 (4,840)          (573)

Income (loss) before income taxes (benefits)     (6,079)        12,619
Income taxes (benefits)                          (3,100)         5,868

NET INCOME (LOSS)                               $(2,979)        $6,751

Basic average shares outstanding             21,350,812     22,607,703
Diluted average shares outstanding           21,350,812     22,607,703

Basic Earnings (Loss) per Share:                $(0.14)     $     0.30
Diluted Earnings (Loss) per Share:              $(0.14)     $     0.30


     The accompanying notes are an integral part of these statements.




                    CONSOLIDATED FREIGHTWAYS CORPORATION
                               AND SUBSIDIARIES
                    STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                      Three Months Ended
                                                          March 31,
                                                      2000         1999
                                                    (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $  49,050     $ 123,081

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                      (2,979)        6,751
Adjustments to reconcile net income
  (loss) to net cash provided by
  operating activities:
Depreciation and amortization                          15,255        13,350
Decrease in deferred income taxes                      (1,461)       (1,189)
Gains from property disposals, net                       (297)          (38)
Issuance of common stock under stock
  compensation plans                                      735           230
Changes in assets and liabilities:
   Receivables                                         17,471       (10,435)
   Prepaid expenses                                    (9,933)       (4,204)
   Accounts payable                                   (12,333)        5,600
   Accrued liabilities                                 18,202        14,633
   Accrued claims costs                                   878          (278)
   Income taxes                                        (3,481)        4,077
   Employee benefits                                    1,080         2,149
   Other                                                2,829        (9,067)
   Net Cash Provided by Operating Activities           25,966        21,579

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                (5,436)      (16,624)
   Software expenditures                               (2,879)       (8,771)
   Proceeds from sales of property                        981           894
   Net Cash Used by Investing Activities               (7,334)      (24,501)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from short-term borrowings                 20,000            --
   Net Cash Provided by Financing Activities           20,000            --

Increase (decrease) in Cash and Cash Equivalents       38,632        (2,922)

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  87,682     $ 120,159



      The accompanying notes are an integral part of these statements.


                CONSOLIDATED FREIGHTWAYS CORPORATION
                           AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

       The   accompanying   consolidated  financial   statements   of
Consolidated  Freightways Corporation and subsidiaries (the  Company)
have  been  prepared  by the Company, without  audit  by  independent
public  accountants,  pursuant to the rules and  regulations  of  the
Securities  and  Exchange Commission.  In the opinion of  management,
the  consolidated  financial statements include all normal  recurring
adjustments  necessary to present fairly the information required  to
be  set  forth  therein.  Certain information  and  note  disclosures
normally included in financial statements prepared in accordance with
accounting  principles generally accepted in the United  States  have
been  condensed  or omitted from these statements  pursuant  to  such
rules and regulations and, accordingly, should be read in conjunction
with  the consolidated financial statements included in the Company's
1999 Annual Report to Shareholders.

      There  were no significant changes in the Company's commitments
and  contingencies as previously described in the 1999 Annual  Report
to  Shareholders  and  related annual report to  the  Securities  and
Exchange  Commission on Form 10-K, except as discussed in Footnote  6
below, regarding settlement of tax liabilities.


2. Segment and Geographic Information

      The  Company  operates in a single industry segment,  primarily
providing   less-than-truckload  transportation  and   supply   chain
management services throughout the United States and Canada, as  well
as  in  Mexico  through  a joint venture, and  international  freight
services  between the United States and more than 80 countries.   The
following  information sets forth revenues and  property,  plant  and
equipment  by  geographic  location.   Revenues  are  attributed   to
geographic location based upon the location of the customer.   No one
customer provides 10% or more of total revenues.

Geographic Information

(Dollars in thousands)

                   Three Months Ended
                       March 31,
                   2000      1999

Revenues
United States    $557,903  $529,421
Canada             35,726    28,787
Total            $593,629  $558,208

Geographic Information (continued)

                                        As of
                                       March 31,
                                   2000       1999

Property, Plant and Equipment
United States                    $323,826   $334,916
Canada                             36,604     30,288
Total                            $360,430   $365,204


3. Stock Compensation

      As of March 31, 2000, there were 1,240,000 granted but unissued
restricted  common  shares  remaining  from  grants  made  under  the
Company's  various stock incentive plans.  The shares vest over  time
and  are  contingent upon the Company's average stock price achieving
pre-determined  increases over the grant prices  for  10  consecutive
trading  days.   Compensation expense is recognized  based  upon  the
stock  price when the minimum stock price is achieved.  As  of  March
31,  2000,  the  stock  price  was below  the  pre-determined  levels
required for vesting.


4. Comprehensive Income

     Comprehensive income (loss) for the three months ended March 31,
2000 and 1999 is as follows:

(Dollars in thousands)
                                          Three
                                       Months Ended
                                          March 31,
                                      2000      1999

Net Income (Loss)                  $(2,979)    $6,751
Other Comprehensive Income (Loss):
  Foreign currency translation
   adjustments                          (7)       482
Comprehensive Income (Loss)        $(2,986)    $7,233


5. Debt

      The  Company  has  a multi-year $175 million  unsecured  credit
facility with several banks to provide for working capital and letter
of  credit  needs.  Borrowings under the agreement bear  interest  at
LIBOR  plus  a  margin.  As of March 31, 2000, the  Company  had  $20
million of short-term borrowings and $66 million of letters of credit
outstanding.  The continued availability of funds under  this  credit
facility  will require that the Company comply with certain financial
covenants,  the  most restrictive of which requires  the  Company  to
maintain  a  minimum tangible net worth. The Company is in compliance
as  of  March  31,  2000 and expects to be in compliance  with  these
covenants for the remainder of the year.


6. Contingencies

      The  Company  and  its  subsidiaries are  involved  in  various
lawsuits  incidental  to  their businesses.  It  is  the  opinion  of
management that the ultimate outcome of these actions will not have a
material  adverse  effect  on  the Company's  financial  position  or
results of operations.

      The Company's former parent, CNF Transportation Inc., continues
to  dispute  certain  tax  issues with the Internal  Revenue  Service
relating  to the taxable years prior to the spin-off of the  Company.
The  issues arise from tax positions first taken by the former parent
in the mid-1980's.

       Under  a  tax  sharing  agreement  entered  into  between  CNF
Transportation Inc. and the Company at the time of the spin-off,  the
Company is obligated to reimburse the former parent for its share  of
any  additional  taxes  and interest that  relate  to  the  Company's
business  prior  to  the  spin-off.   Although  the  former  parent's
resolution  with the Internal Revenue Service is still  pending,  the
Company  has  reached an agreement in principle on a  tax  settlement
amount  that  appropriately  reflects its  liability  under  the  tax
sharing  agreement as of March 31, 2000.   As a result,  the  Company
recorded  a  $4.0 million charge for the settlement  in  the  quarter
ended March 31, 2000.

      In  May,  the Company contemplates that a formal tax settlement
agreement  will be executed between the parties.  The agreement  will
call  for a full settlement of the tax sharing liability, except  for
certain enumerated open tax items that are anticipated to be resolved
within  the next 24 to 30 months.  The settlement entails  a  current
cash  payment of $16.7 million, transfer of approximately $1  million
of  real  property, and the grant of promissory notes in an aggregate
amount of $40.2 million payable over a four year period.  As of March
31,  2000,  the  Company believes that it has accrued  the  necessary
reserves  to  adequately  provide for its  entire  liability  to  CNF
Transportation Inc. under the tax sharing agreement.

       The  Company  has  received  notices  from  the  Environmental
Protection Agency (EPA) and others that it has been identified  as  a
potentially   responsible   party  (PRP)  under   the   Comprehensive
Environmental  Response Compensation and Liability  Act  (CERCLA)  or
other  Federal and state environmental statutes at various  Superfund
sites.  Under CERCLA, PRP's are jointly and severally liable for  all
site  remediation and expenses. Based upon cost studies performed  by
independent third parties, the Company believes its obligations  with
respect to such sites would not have a material adverse effect on its
financial position or results of operations.



        CONSOLIDATED FREIGHTWAYS CORPORATION AND SUBSIDIARIES
           ITEM 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations

      Revenues  for  the three months ended March 31, 2000  increased
6.3%  over the same period last year to $593.6 million despite  lower
tonnage.   Tonnage  decreased 1.6% from the prior year  reflecting  a
higher  proportion  of lighter weight freight in  the  system,  yield
management  programs  as  well as continued  competition.   Shipments
increased  3.3%;  however, the average weight per shipment  decreased
4.8%.   The tonnage decrease was offset by a 7.6% increase in revenue
per  hundredweight  due to rate increases, a fuel surcharge  and  the
change in freight profile.

      Salaries,  wages and benefits increased 5.9% due  primarily  to
a contractual wage and benefit increase and $4.3 million of severance
pay  due  to an administrative reorganization.  The Company was  also
impacted  by  lower P&D and crossdock efficiencies due  to  a  higher
proportion of lighter weight freight in the system.

      Operating  expenses increased 26.5% over the prior year  period
due  primarily  to increased fuel costs.  The average fuel  cost  per
gallon,  excluding tax, increased to $0.88 from $0.41.   The  Company
has  a  fuel surcharge in place to offset the impact of the increased
fuel  costs.  Higher information systems costs and revenue  equipment
lease  expense, as well as a lower proportion of freight  transported
via rail also impacted the quarter. The quarter was also impacted  by
infrastructure  costs as management continues to adjust  the  mix  of
customer  freight  and  resize the freight flow  system  to  expected
business levels.

     Purchased transportation decreased 5.1% due to a decrease in the
use of rail transportation.  Rail miles as a percentage of inter-city
miles  decreased  to 22.8% from 26.5% due to concerns  about  service
levels subsequent to a recent rail line merger.

      Operating  taxes and licenses increased 8.4% due to lower  rail
usage and increased licensing costs due to a larger fleet size.

      Claims  and  insurance  increased  29.9%  due  to  higher  than
anticipated cargo claims and higher-cost vehicular accidents.

       Depreciation   increased  11.5%  due  to   increased   capital
expenditures in 1999.

      The above resulted in an operating loss of $1.2 million for the
quarter  compared with $13.2 million of operating income in the  same
period  last  year.  The operating ratio deteriorated to  100.2  from
97.6.

      Other  expense,  net increased $4.3 million reflecting  a  $4.0
million   charge  for  settlement  of  a  tax  liability   with   CNF
Transportation  Inc.,  its  former parent.  Additionally,  investment
income  on  the Company's short-term investments decreased  as  funds
were used for capital expenditure purposes.

      The  Company's  effective  income tax  rates  differ  from  the
statutory  Federal rate due primarily to foreign and state taxes  and
non-deductible items.

      Management  is working to improve the freight mix  by  shedding
less  profitable freight as well as seeking appropriate  compensation
for  the  freight handled.  These actions are expected  to  adversely
impact  business  levels in the short term. An  April  1st  wage  and
benefit increase averaging 3.4% will add approximately $21 million of
expense in the remainder of 2000. Management will continue to  resize
the  freight  flow infrastructure as business levels stabilize.  This
includes  consolidating  some  terminals  and  expanding  others   to
expedite  freight through the system, reducing handling  and  related
costs.  Additionally, management will continue to invest in  its  2nd
day  service offering in an effort to become more competitive in  the
shorter length-of-haul lanes.


LIQUIDITY AND CAPITAL RESOURCES

      As of March 31, 2000, the Company had $87.7 million in cash and
cash equivalents.  Net cash flow provided by operations for the three
months  ended  March 31, 2000 was $26.0 million compared  with  $21.6
million in the same period last year.  The increase was due primarily
to  improved collections of accounts receivable.  Management  expects
cash  flow  from operations for 2000 will be sufficient  for  working
capital requirements.

      Net  cash  flows used by investing activities was $7.3  million
compared  with $24.5 million in the same period last year. The  prior
year period reflects a higher level of revenue equipment purchases as
the  Company  continued upgrading its fleet,  as  well  as  costs  to
replace  certain operational and financial software systems for  Year
2000   compliance.    Management   expects   capital   and   software
expenditures to be approximately $72 million for the remainder of the
year, primarily  for  upgrades   to  terminal  properties, technology
enhancements and the purchase of revenue equipment. It is anticipated
that  those expenditures will be funded with existing  cash  balances
and cash from operations, supplemented by financing arrangements.

      Net  cash  provided  by  financing activities  of  $20  million
reflects   borrowings  under  the  Company's   credit   facility   in
anticipation   of   settlement  of  its  tax   liability   with   CNF
Transportation Inc., as discussed in Footnote 6.

      The  Company  has  a multi-year $175 million  unsecured  credit
facility with several banks to provide for working capital and letter
of  credit  needs.  Borrowings under the agreement bear  interest  at
LIBOR  plus  a  margin.  As of March 31, 2000, the  Company  had  $20
million of short-term borrowings and $66 million of letters of credit
outstanding.  The continued availability of funds under  this  credit
facility  will require that the Company comply with certain financial
covenants,  the  most restrictive of which requires  the  Company  to
maintain  a  minimum tangible net worth. The Company is in compliance
as  of  March  31,  2000 and expects to be in compliance  with  these
covenants for the remainder of the year.

      As  discussed  in Footnote 6, the Company is  party  to  a  tax
sharing  agreement  with  its former parent.   In  May,  the  Company
contemplates that a formal tax settlement agreement will be  executed
between  the parties.  The agreement will call for a full  settlement
of  the tax sharing liability, except for certain enumerated open tax
items  that are anticipated to be resolved within the next 24  to  30
months.   The  settlement entails a current  cash  payment  of  $16.7
million,  transfer of approximately $1 million of real property,  and
the grant of promissory notes in an aggregate amount of $40.2 million
payable  over a four year period.  As of March 31, 2000, the  Company
believes  that  it has accrued the necessary reserves  to  adequately
provide for its entire liability to CNF Transportation Inc. under the
tax sharing agreement.


OTHER

     On  May 8, 2000, the Board of Directors elected Patrick H. Blake
president  and  chief  executive officer of  the  Company  and  chief
executive  officer  of CF, the Company's long-haul  subsidiary.    He
replaces  Vice Chairman of the Board G. Robert Evans, who  served  as
interim  CEO after the retirement of W. Roger Curry in January.   Mr.
Blake previously served as executive vice president of operations and
chief  operating  officer  of the Company  and  president  and  chief
operating  officer  of CF.  The Board elected Thomas  A.  Paulsen  to
replace Mr. Blake as president and chief operating officer of CF.  He
previously served as senior vice president of operations.

      The   Company  has  received  notices  from  the  Environmental
Protection  Agency  and  others that it  has  been  identified  as  a
potentially   responsible   party  (PRP)  under   the   Comprehensive
Environmental  Response Compensation and Liability  Act  (CERCLA)  or
other  Federal and state environmental statutes at various  Superfund
sites.  Under CERCLA, PRP's are jointly and severally liable for  all
site  remediation and expenses. Based upon cost studies performed  by
independent third parties, the Company believes its obligations  with
respect to such sites would not have a material adverse effect on its
financial condition or results of operations.

      Certain statements included or incorporated by reference herein
constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange Act of 1934, as amended, and are  subject  to  a
number   of   risks  and  uncertainties.   Any  such  forward-looking
statements included or incorporated by reference herein should not be
relied  upon as predictions of future events.  Certain such  forward-
looking  statements  can be identified by the use of  forward-looking
terminology  such as "believes," "expects," "may," "will,"  "should,"
"seeks,"   "approximately,"   "intends,"   "plans,"   "pro    forma,"
"estimates,"  or  "anticipates"  or the  negative  thereof  or  other
variations  thereof or comparable terminology, or by  discussions  of
strategy,  plans or intentions.  Such forward-looking statements  are
necessarily  dependent on assumptions, data or methods  that  may  be
incorrect  or imprecise and they may be incapable of being  realized.
In  that regard, the following factors, among others, and in addition
to  matters  discussed elsewhere herein and in documents incorporated
by  reference herein, could cause actual results and other matters to
differ  materially  from  those in such  forward-looking  statements:
changes  in  general business and economic conditions;  increases  in
domestic   and   international  competition  and  pricing   pressure;
increases in fuel prices; uncertainty regarding the Company's ability
to  improve results of operations; labor matters, including shortages
of  drivers  and  increases in labor costs; changes  in  governmental
regulation;  and environmental and tax matters.  As a result  of  the
foregoing,  no  assurance  can  be given  as  to  future  results  of
operations or financial condition.


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

     The  Company  is subject to market risks related to  changes  in
interest  rates  and foreign currency exchange rates,  primarily  the
Canadian  dollar  and  Mexican peso.  Management  believes  that  the
impact on the Company's financial position, results of operations and
cash  flows from fluctuations in interest rates and foreign  currency
exchange rates would not be material.  Consequently, management  does
not  currently  use  derivative instruments to  manage  these  risks;
however, it may do so in the future.




                     PART II. OTHER INFORMATION


ITEM 1.  Legal Proceedings

      As  previously disclosed, the Company has received notices from
the  Environmental  Protection Agency and others  that  it  has  been
identified  as  a  potentially  responsible  party  (PRP)  under  the
Comprehensive  Environmental Response Compensation and Liability  Act
(CERCLA) or other Federal and state environmental statutes at various
Superfund  sites.  Based upon cost studies performed  by  independent
third  parties, the Company believes its obligations with respect  to
such  sites would not have a material adverse effect on its financial
condition or results of operations.



ITEM 6.  Exhibits and Reports on Form 8-K

        (a) Exhibits

            (10.1) Settlement Agreement and Mutual Release of Claims
                    between Consolidated Freightways Corporation and
                    W. Roger Curry dated April 14, 2000.

            (10.2) Consolidated Freightways Corporation Senior Executive
                     Incentive Plan for 2000.

            (27)   Financial Data Schedule



        (b) Reports on Form 8-K

              No reports on Form 8-K were filed in the quarter ended
                March 31, 2000.




                             SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act  of
1934,  the  Company  (Registrant) has  duly  caused  this  Form  10-Q
Quarterly  Report  to  be signed on its behalf  by  the  undersigned,
thereunto duly authorized.


                                Consolidated Freightways Corporation
                                          (Registrant)


May 12, 2000                         /s/Sunil Bhardwaj
                                     Sunil Bhardwaj
                                     Senior Vice President and
                                      Chief Financial Officer


May 12, 2000                         /s/Robert E. Wrightson
                                     Robert E. Wrightson
                                     Senior Vice President and
                                      Controller