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 June 30, 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 July 31, 2000: 21,525,549



                     CONSOLIDATED FREIGHTWAYS CORPORATION
                                  FORM 10-Q
                         Quarter Ended June 30, 2000

____________________________________________________________________________
____________________________________________________________________________

                                    INDEX



  PART I.  FINANCIAL INFORMATION                                       Page

   Item 1. Financial Statements

             Consolidated Balance Sheets -
               June 30, 2000 and December 31, 1999                       3

             Statements of Consolidated Operations -
               Three and Six Months Ended June 30, 2000 and 1999         5

             Statements of Consolidated Cash Flows -
               Six Months Ended June 30, 2000 and 1999                   6

           Notes to Consolidated Financial Statements                    7

   Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations                11

   Item 3. Quantitative and Qualitative Disclosures
             About Market Risk                                           14



PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                              15

  Item 4. Submission of Matters to a Vote of Security Holders            15

  Item 5. Stockholder Proposals                                          15

  Item 6. Exhibits and Reports on Form 8-K                               16


SIGNATURES                                                               17



                        PART I. FINANCIAL INFORMATION
                        ITEM 1. Financial Statements

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                       June  30,    December 31,
                                                         2000          1999

                                                        (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   71,235     $   49,050
   Trade accounts receivable, net of allowances        312,060        343,198
   Other receivables                                     8,239          6,524
   Operating supplies, at lower of average
     cost or market                                      8,498          9,268
   Prepaid expenses                                     45,116         41,405
   Deferred income taxes                                70,328         21,567
      Total Current Assets                             515,476        471,012

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 83,263         82,701
   Buildings and improvements                          351,705        354,012
   Revenue equipment                                   528,698        545,129
   Other equipment and leasehold improvements          147,953        139,408
                                                     1,111,619      1,121,250
   Accumulated depreciation and amortization          (752,395)      (752,298)
                                                       359,224        368,952
OTHER ASSETS
   Deposits and other assets                            60,527         57,712
   Deferred income taxes                                16,004         18,596
                                                        76,531         76,308

TOTAL ASSETS                                        $  951,231     $  916,272



      The accompanying notes are an integral part of these statements.



                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                      June 30,    December 31,
                                                        2000         1999

                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  89,664      $  98,701
   Accrued liabilities                                221,745        202,287
   Accrued claims costs                                78,814         78,584
   Federal and other income taxes                      18,724         16,883
   Other current liabilities                            6,629             --
      Total Current Liabilities                       415,576        396,455

LONG-TERM LIABILITIES
   Long-term debt                                      15,100         15,100
   Accrued claims costs                                97,261         97,839
   Employee benefits                                  123,748        121,783
   Other liabilities and deferred credits              42,828         26,533
      Total Liabilities                               694,513        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                          76,884         77,406
   Accumulated other comprehensive loss               (10,150)       (10,087)
   Retained earnings                                  204,760        207,632
   Treasury stock, at cost (1,712,806 and 1,863,691
     shares, respectively)                            (15,007)       (16,620)
       Total Shareholders' Equity                     256,718        258,562

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 951,231      $ 916,272



      The accompanying notes are an integral part of these statements.



                    CONSOLIDATED FREIGHTWAYS CORPORATION
                    STATEMENTS OF CONSOLIDATED OPERATIONS
                (Dollars in thousands except per share data)



                                   For the Three             For the Six
                                    Months Ended             Months Ended
                                      June 30,                 June 30,
                                  2000       1999        2000           1999


REVENUES                      $ 586,101   $ 589,781   $1,179,730     $1,147,989


COSTS AND EXPENSES
    Salaries, wages and
        benefits                377,971    379,781       757,631        738,181
    Operating expenses          110,946    100,420       226,761        192,000
    Purchased transportation     46,330     59,345        95,455        111,117
    Operating taxes and
        licenses                 18,092     17,334        36,560         34,376
    Claims and insurance         17,452     14,610        35,511         28,508
    Depreciation                 13,181     13,329        26,922         25,653

                                583,972    584,819     1,178,840      1,129,835

OPERATING INCOME                  2,129      4,962           890         18,154

OTHER INCOME (EXPENSE)
   Investment income                539        836           892          1,654
   Interest expense              (1,220)      (886)       (2,307)        (1,918)
   Miscellaneous, net              (126)      (226)       (4,232)          (585)
                                   (807)      (276)       (5,647)          (849)

Income (loss) before income
    taxes (benefits)              1,322      4,686       (4,757)         17,305
Income taxes (benefits)           1,215      2,179       (1,885)          8,047

NET INCOME (LOSS)             $     107   $  2,507    $  (2,872)     $    9,258

Basic average shares
  outstanding                21,458,860 22,626,761    21,404,836     22,617,285

Diluted average shares
  outstanding                21,458,860 23,454,306    21,404,836     23,032,273


Basic Earnings (Loss)
   per Share:                 $       -   $   0.11    $   (0.13)     $     0.41

Diluted Earnings (Loss)
  per Share:                  $       -   $   0.11    $   (0.13)     $     0.40


      The accompanying notes are an integral part of these statements.



                    CONSOLIDATED FREIGHTWAYS CORPORATION
                               AND SUBSIDIARIES
                    STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                        Six Months Ended
                                                             June 30,
                                                        2000         1999
                                                     (Dollars in thousands)

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

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                      (2,872)        9,258
Adjustments to reconcile net income
  (loss) to net cash provided by
  operating activities:
Depreciation and amortization                          30,125        28,040
Decrease in deferred income taxes                     (24,469)       (4,380)
Gains from property disposals, net                     (3,044)         (306)
Issuance of common stock under stock
  compensation plans                                    1,358           230
Changes in assets and liabilities, net of
     effects from acquisition of FirstAir Inc.
   Receivables                                         31,076       (23,160)
   Prepaid expenses                                    (3,637)         (831)
   Accounts payable                                   (11,810)        2,247
   Accrued liabilities                                 18,932        19,260
   Accrued claims costs                                  (379)       (5,421)
   Income taxes                                         1,841           758
   Employee benefits                                    1,965         3,955
   Other                                                3,177       (22,898)
   Net Cash Provided by Operating Activities           42,263         6,752

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (19,110)      (16,673)
   Software expenditures                               (4,417)      (14,070)
   Proceeds from sales of property                      4,983         2,134
   Acquisition of First Air, net of cash acquired        (576)           --
   Net Cash Used by Investing Activities              (19,120)      (28,609)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net payments of short-term borrowings                 (691)           --
   Purchase of common stock                              (267)           --
   Net Cash Used by Financing Activities                 (958)           --

Increase (Decrease) in Cash and Cash Equivalents       22,185       (21,857)

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  71,235     $ 101,224



      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  7
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              Six Months Ended
                       June 30,                       June 30,
                   2000      1999                2000        1999

Revenues
United States    $549,349  $557,508          $1,107,252   $1,086,929
Canada             36,752    32,273              72,478       61,060
Total            $586,101  $589,781          $1,179,730   $1,147,989


Geographic Information (continued)

                                        As of
                                       June 30,
                                   2000       1999

Property, Plant and Equipment
United States                    $323,780   $335,228
Canada                             35,444     30,845
Total                            $359,224   $366,073



3.  Acquisition of FirstAir Inc.

      On June 2, CF AirFreight Corporation, a wholly-owned subsidiary
of  the  Company,  acquired  substantially  all  of  the  assets  and
liabilities  of  privately  held FirstAir  Inc.,  a  non-asset  based
provider  of  domestic and international air freight  forwarding  and
full and less-than-container load ocean freight transportation.   The
purchase  price  was $1.2 million in cash and assumption  of  certain
liabilities.   The  acquisition  has been  accounted  for  under  the
purchase  method of accounting, and accordingly, the  purchase  price
has  been allocated to assets purchased and liabilities assumed based
upon  the fair values at the date of acquisition. The excess  of  the
purchase  price  over  the  fair values of the  assets  acquired  and
liabilities  assumed was approximately $2.3 million, which  is  being
amortized  on  a  straight  line basis. The purchase  agreement  also
provides  for  a contingent payment to the former owner  if  revenues
exceed  certain targeted levels before  May 31, 2003.  The contingent
payment  shall  not  exceed $2.5 million.  The operating  results  of
FirstAir  have been included in the Company's consolidated  financial
statements since the date of acquisition.  Operating results prior to
acquisition  would  have had an immaterial effect  on  the  Company's
results of operations.


4. Stock Compensation

      As  of June 30, 2000, there were 1,197,000 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 June 30,
2000,  the  stock price was below the pre-determined levels  required
for vesting.

      In June, the Company granted 1,274,800 stock options to certain
designated  employees at $4.72 per share, equal to the closing  stock
price  on the date of the grant. The options vest twenty-five percent
on  each of the following dates: July 15, 2000; May 16, 2001; May 16,
2002; and May 16, 2003.

5. Earnings (Loss) per Share

      The  following chart reconciles basic to diluted  earnings  per
share for the three and six months ended June 30, 2000 and 1999.  See
Footnote 4 for a discussion of dilutive securities.

(Dollars in thousands except per share amounts)

                                           Weighted
          Three                             Average         Earnings
       Months Ended        Net Income        Shares         Per Share

     June 30, 2000
      Basic                 $   107        21,458,860          $  --
      Dilutive effect of
        restricted stock
        and stock options        --              --               --
      Diluted               $   107        21,458,860          $  --

     June 30, 1999
      Basic                 $ 2,507        22,626,761          $0.11
      Dilutive effect of
        restricted stock
        and stock options        --           827,545             --
      Diluted               $ 2,507        23,454,306          $0.11


                                            Weighted
           Six                              Average        Earnings (Loss)
       Months Ended       Net Income         Shares          Per Share
                             (Loss)

     June 30, 2000
      Basic                 $(2,872)       21,404,836         $(0.13)
      Dilutive effect of
        restricted stock
        and stock options        --                --             --
      Diluted               $(2,872)       21,404,836         $(0.13)

     June 30, 1999
      Basic                 $ 9,258        22,617,285          $0.41
      Dilutive effect of
        restricted stock
        and stock options        --           414,988          (0.01)
      Diluted               $ 9,258        23,032,273          $0.40



6. Comprehensive Income

      Comprehensive income (loss) for the three and six months  ended
June 30, 2000 and 1999 is as follows:

(Dollars in thousands)
                                            Three                  Six
                                         Months Ended         Months  Ended
                                           June 30,              June 30,
                                        2000       1999       2000    1999

Net Income (Loss)                    $   107     $2,507    $(2,872) $ 9,258
Other Comprehensive Income (Loss):
  Foreign currency translation
   adjustments                           (56)     1,394        (63)   1,876
Comprehensive Income (Loss)          $    51     $3,901    $(2,935) $11,134


7. 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.  (CNF),
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 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.
The Company has executed a tax settlement agreement that calls 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 entailed an immediate cash
payment  of  $16.7 million, transfer of approximately $1  million  of
real  property,  and the grant of tax obligations in the  amounts  of
$20.0 million payable over a four year period and bearing interest at
6.8%  and  $20.2 million to be settled by transfers of real property.
As  of  June  30, 2000, the Company believes that it has accrued  the
necessary reserves to adequately provide for its entire liability  to
CNF under the tax sharing agreement.




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

      Revenues  for  the  quarter ended June 30, 2000  declined  only
marginally  compared  to the same period last year,  despite  a  7.3%
decrease in tonnage. A higher proportion of lighter-weight freight in
the   system,   yield  management  programs  as  well  as   continued
competition  accounted  for  the  decrease  in  tonnage.    Shipments
decreased  3.3%  and the average weight per shipment decreased  4.1%.
The  tonnage  decrease was offset by an 8.3% increase in revenue  per
hundredweight due to rate increases, a fuel surcharge and the  change
in freight profile.  Revenues for the six-month period increased 2.8%
despite  lower  tonnage.  Tonnage decreased 4.6%  for  reasons  noted
above   but   was  offset  by  an  8.0%  increase  in   revenue   per
hundredweight.

      Salaries,  wages  and benefits remained  flat  in  the  quarter
despite lower tonnage, due to salary and contractual wage and benefit
increases,   lower P&D and cross-dock efficiencies and lower  use  of
rail.   The  six-month period increased 2.6%, despite lower  tonnage,
for reasons noted above, as well as $4.0 million of severance pay due
to an administrative reorganization.

      Operating expenses increased 10.5% in the quarter and 18.1%  in
the  six-month  period due primarily to increased  fuel  costs.   The
average fuel cost per gallon increased 67.9% in the quarter and 88.5%
in  the  six-month period compared with the prior year.  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 lower use of rail also impacted the quarter
and  six-month period.  The Company benefited from approximately $3.0
million of gains on sales of properties during the quarter.

      Purchased  transportation decreased  21.9%  and  14.1%  in  the
quarter and six-month period, respectively, due to a decrease in  the
use of rail transportation.  Rail miles as a percentage of inter-city
miles decreased to 22.1% from 26.9% in the quarter and to 22.5%  from
26.7%  in  the six-month period, respectively, due to concerns  about
service levels subsequent to a recent rail line merger.  The decrease
also  reflects the lower usage of owner-operators due to the shutdown
of   Redwood   Truckload,  the  Company's  owner-operator   truckload
subsidiary, in the second quarter.

      Operating  taxes and licenses increased 4.4% and  6.4%  in  the
quarter  and six-month period, respectively, due to lower rail  usage
and increased licensing costs due to changes in the fleet.

      Claims  and insurance increased 19.5% and 24.6% in the  quarter
and  six-  month period, respectively, due to higher than anticipated
cargo claims and higher-cost vehicular accidents.

      Depreciation  increased  4.9% in the six-month  period  due  to
increased  capital expenditures in 1999.  However,  depreciation  for
the  quarter  decreased 1.1% as a portion of the  Company's  linehaul
trailer fleet became fully depreciated.

      The above resulted in operating income of $2.2 million for  the
quarter compared with $5.0 million in the same period last year.  The
operating  ratio declined to 99.6% from 99.2%.  Operating income  for
the six-month period was $0.9 million compared with $18.2 million  in
the prior year.  The operating ratio declined to 99.9% from 98.4%.

      Other  expense, net increased $0.5 million and $4.8 million  in
the  quarter  and  six-month period, respectively,  due  to  interest
expense on borrowings under a short-term credit facility and  on  tax
obligations payable to CNF. The six-month period also reflects a $4.0
million charge for settlement of the tax sharing agreement with  CNF.
Both  periods also reflect lower income on short-term investments  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 continuing with its program to improve the freight
mix  by  seeking business that provides appropriate compensation  for
the  freight handled.  However, this may result in continued  tonnage
declines  in  the  short-term.  As part of this  program,  management
implemented  a 5.8% general rate increase effective August  1.   This
should  help  offset  an April 1 wage and benefit increase  averaging
3.4%  that  will  add approximately $15 million  of  expense  in  the
remainder  of  2000.  As part of an administrative reorganization  to
reduce costs, the Company is consolidating its corporate headquarters
and administrative offices to a single facility in Vancouver, WA.   A
portion  of  the proceeds from the sales of its Menlo  Park,  CA  and
Portland,  OR  facilities will be reinvested back into high  priority
real  estate  and  capital investments with long-term  value  to  the
Company.

      As  discussed in Footnote 4, there are 1,197,000 shares granted
under  the Company's restricted stock plan that had not achieved  the
pre-determined increases in stock price required for  vesting  as  of
June  30.   Compensation expense will be recognized for those  shares
once the stock price meets the required levels.

       As  discussed  above,  the  Company  continues  to  experience
significant  increases  in fuel costs.  The  Company's  rules  tariff
implements a fuel surcharge when the average cost per gallon  of  on-
highway  diesel  fuel exceeds $1.10, as determined  from  the  Energy
Information  Administration of the Department of Energy's publication
of  weekly retail on-highway diesel prices. The Company currently has
a  fuel surcharge in effect.  However, there can be no assurance that
the Company will be able to successfully implement such surcharges in
response to increased fuel costs in the future.


LIQUIDITY AND CAPITAL RESOURCES

      As  of June 30, 2000, the Company had $71.2 million in cash and
cash equivalents.  Net cash provided by operating activities for  the
six  months ended June 30, 2000 was $42.3 million compared with  $6.8
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 used by investing activities was $19.1 million compared
with $28.6 million in the same period last year. The decrease was due
primarily  to  lower software expenditures.  The prior year  reflects
costs  to replace certain operational and financial software  systems
for  Year  2000 compliance.  Management expects capital and  software
expenditures to be approximately $50 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.    Additionally,   as   part   of   an   administrative
reorganization,   the   Company   is  consolidating   its   corporate
headquarters  and  administrative offices to  a  single  facility  in
Vancouver, WA.  A portion of the proceeds from the sales of its Menlo
Park,  CA  and Portland, OR facilities will be reinvested  back  into
high  priority  real  estate and capital investments  with  long-term
value to the Company.

      Net  cash used by financing activities of $1.0 million reflects
repayment  of  short-term  borrowings  assumed  in  the  purchase  of
FirstAir   Inc.   and   repurchases  of  common  stock.    Management
repurchased  60,000 shares during the quarter and  is  authorized  to
repurchase an additional $19.7 million of common stock.  Also  during
the  quarter,  the Company repaid a $20 million short-term  borrowing
made  under  its  credit  facility in March in  anticipation  of  the
settlement  of  the tax sharing agreement with CNF, as  discussed  in
Footnote 7.

      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 June 30, 2000, the Company had no short-
term  borrowings and $68.7 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 June 30,  2000
and  expects  to  be  in  compliance with  these  covenants  for  the
remainder of the year.

      As  discussed  in Footnote 7, the Company has  executed  a  tax
settlement  agreement  that calls for a full settlement  of  the  tax
sharing  liability with CNF, except for certain enumerated  open  tax
items  that are anticipated to be resolved within the next 24  to  30
months.  The settlement entailed an immediate cash payment  of  $16.7
million,  transfer of approximately $1 million of real property,  and
the  grant of tax obligations in the amounts of $20.0 million payable
over  a  four  year  period and bearing interest at  6.8%  and  $20.2
million to be settled by transfers of real property.  As of June  30,
2000, the Company believes that it has accrued the necessary reserves
to  adequately provide for its entire liability to CNF under the  tax
sharing agreement.


OTHER

      On May 8, 2000, the Board of Directors elected Patrick H. Blake
president, chief executive officer and a director 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
fulfill  Mr.  Blake's  previous  positions  as  president  and  chief
operating  officer of CF and chief operating officer of the  Company.
He previously served as senior vice president of operations.

      On  July  5,  2000,  the Board of Directors elected  Robert  E.
Wrightson executive vice president and chief financial officer of the
Company.   He replaces Sunil Bhardwaj, who served as chief  financial
officer  and  treasurer  before leaving the company.   Mr.  Wrightson
previously  served  as senior vice president and  controller  of  the
Company.

      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 4.  Submission of Matters to a Vote of Security Holders

      At  the  Annual  Shareholders Meeting held May  16,  2000,  the
following matter was presented with the indicated voting results:

      For  the purpose of electing members of the Board of Directors,
the votes representing shares of Common stock were cast as follows:

                 Nominee               For              Withheld
            G. Robert Evans         19,010,323           167,918
            James B. Malloy         18,981,740           196,501

      Because  the terms of office for their groups of directors  had
not  ended,  the following directors did not stand for  election  and
continued  in office after the Annual Shareholders Meeting:  Paul  B.
Guenther,  William  D. Walsh, Robert W. Hatch,  John  M.  Lillie  and
Raymond F. O'Brien.

      With his promotion to president and chief executive officer  of
the  Company on May 8, Patrick H. Blake was also elected to the Board
of Directors as a Group 2 director for a one year term.


ITEM 5.  Stockholder Proposals

     Pursuant to the Company's bylaws, stockholders who wish to bring
matters or propose nominees for director at the Company's 2001 annual
meeting  of  stockholders must provide specified information  to  the
Company  between  February 1, 2001 and March  3,  2001  (unless  such
matters  are  included in the Company's proxy statement  pursuant  to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended,  in
which  case  the  information  must be received  by  the  Company  by
December 18, 2000).

ITEM 6.  Exhibits and Reports on Form 8-K

       (a)Exhibits

           (10.1) Agreement Resolving Certain Matters under the Tax
                  Sharing Agreement Between CNF Transportation Inc.
                  and Consolidated Freightways Corporation

           (27) Financial Data Schedule

        (b) Reports on Form 8-K

              No reports on Form 8-K were filed in the quarter ended
                June 30, 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)


August 11, 2000                      /s/Robert E. Wrightson
                                     Robert E. Wrightson
                                     As Executive Vice President and
                                      Chief Financial Officer and
                                      For Registrant