Exhibit 10.1

                      EMPLOYMENT AGREEMENT


      This  Agreement, dated as of May 13, 1999, is made  by  and
between  Consolidated Freightways Corporation,  and  Consolidated
Freightways   Corporation  of  Delaware,  Delaware   corporations
(hereinafter,  together  with any successor  Corporation(s),  the
"Company"), and Sunil Bhardwaj (hereinafter "Executive").

                            Recitals

      Whereas, Executive is currently employed by the Company  as
its Senior Vice President and Chief Financial Officer;

     Whereas, the Company and Executive wish to set forth in this
Agreement the terms and conditions under which Executive is to be
continued  to  be employed by the Company on and after  the  date
hereof; and

      Whereas,  the  Company wishes to be assured that  Executive
will  be available to the Company for an additional one (1)  year
after December 31, 1999.

      Now, Therefore, the Company and Executive, in consideration
of the mutual promises set forth herein, agree as follows:



                           Article 1.
                        Term of Agreement

      1.1   Commencement Date.  Executive's employment  with  the
Company  under this Agreement shall commence as of  the  date  of
this Agreement ("Commencement Date") and shall expire on December
31,  2000,  unless further extended pursuant to  Section  1.2  or
terminated  earlier  pursuant to Article 6.  Notwithstanding  the
foregoing,  this  Agreement  shall automatically  terminate  upon
Executive's attainment of age sixty-five (65).

       1.2   Renewal.   The  term  of  this  Agreement  shall  be
automatically  renewed  as  of each  January  1,  beginning  with
January 1, 2000, for one (1) additional year unless either  party
delivers  written notice to the other at least thirty  (30)  days
prior  to  such  December 31 of an intention  to  terminate  this
Agreement  upon the then current termination date.  In the  event
of   a  Change-in-Control,  the  term  of  this  Agreement  shall
automatically be extended for one additional year.

                           Article 2.
                        Employment Duties

       2.1   Title/Responsibilities.   Executive  hereby  accepts
employment  with the Company pursuant to the terms and conditions
hereof.   Executive agrees to serve the Company  in  his  current
position at the corporate headquarters. Executive shall report to
the  Chief  Executive  Officer  of  the  Company,  or  the  Chief
Financial Officer of the parent company of any company  that  may
acquire  the Company. Executive shall have the powers and  duties
commensurate  with such position, including but not  limited  to,
hiring personnel necessary to carry out the responsibilities  for
such  position as set forth in the annual business plan  approved
by the Board of Directors of the Company.

      2.2   Full Time Attention.  Executive shall devote his best
efforts  and  his  full  business  time  and  attention  to   the
performance  of the services customarily incident to such  office
and  to such other services as the Board of Directors, the  Chief
Executive  Officer  or Chief Financial Officer  of  an  acquiring
parent  company  may reasonably request, provided that  Executive
may  also  serve on the Boards of Directors of one or more  other
companies  with the prior consent of the Board and may  serve  on
the   governing  bodies  of  such  charitable  organizations   as
Executive determines.

      2.3   Other  Activities.   Except upon  the  prior  written
consent of the Board of Directors, the Chief Executive Officer or
Chief Financial Officer of an acquiring parent company, Executive
shall  not  during the period of employment engage,  directly  or
indirectly,  in  any  other  business activity  (whether  or  not
pursued  for  pecuniary advantage) that is or may be  competitive
with, or that might place him in a competing position to that  of
the  Company or any other corporation or entity that directly  or
indirectly controls, is controlled by, or is under common control
with  the Company (an  "Affiliate"), provided that Executive  may
own  less than two percent (2%) of the outstanding securities  of
any such publicly traded competing corporation.

                           Article 3.

      3.1  Base Salary.  Executive shall receive a base salary at
an  annual  rate  of   not less than his current  salary  payable
weekly  in  equal installments in accordance with  the  Company's
normal payroll practices ("Base Salary"). The person to whom  the
Executive reports shall provide Executive with annual performance
reviews,  and,  thereafter, Executive shall be entitled  to  such
increase  in  Base Salary as the Board of Directors   or  a  duly
authorized  Committee thereof may from time to time establish  in
its  sole  discretion,  which, subject to performance,  shall  be
commensurate  with the increases for the other senior  executives
of  the Company and its Affiliates.  Any increase in salary shall
automatically increase the Base Salary payable by the Company.

      3.2   Incentive Bonus.  The Company shall provide Executive
an annual bonus plan targeting cash payment of 50% of Base Salary
annually  with  an opportunity to earn double that  amount  based
upon  achievement  by the Company against performance  objectives
approved  by the Board of Directors or Committee thereof annually
("Target  Bonus").   The Board of Directors or Committee  thereof
shall, in its sole discretion, determine the extent to which such
performance  objectives  have been  obtained.   Objectives  under
which  a  Target  Bonus will be earned shall be achievable  in  a
manner   substantially  consistent  with  the  senior   executive
officers  of  the  Company and its Affiliates  and  substantially
consistent with past practice.

     3.3  Withholdings.  All compensation and benefits payable to
Executive hereunder shall be subject to all federal, state, local
and other withholdings and similar taxes and payments required by
applicable law.

                           Article 4.
                 Benefits and Other Compensation

      4.1   Vacation.  Executive shall be entitled to the greater
of four (4) weeks of annual paid vacation or the amount of annual
paid  vacation  to which Executive is entitled  as  of  the  date
hereof  or  may  become entitled under the terms of  the  current
vacation  policy for employees of the Company and its Affiliates,
whichever is greater.

      4.2   Benefits.   During the term of  this  Agreement,  the
Company  shall  also  provide Executive  with  the  usual  health
insurance  benefits  it generally provides to  its  other  senior
officers  of  the Company and its Affiliates.  The Company  shall
provide Executive with the right to participate in and to receive
benefits  from  life,  accident, disability, medical,  retirement
medical, pension, supplemental retirement, 401(k), car allowance,
bonus,  long-term  incentive, stock  awards,  profit-sharing  and
savings  plans,  and  similar  benefits  made  available   either
generally  to employees of the Company or specifically  to  other
senior  executive officers of the Company and its  Affiliates  as
such  plans  and  benefits may be adopted by  the  Company.   The
amount  of  such benefits shall be substantially consistent  with
benefits  provided  to  other senior executive  officers  of  the
Company  and  its  Affiliates and past practices  (excluding  the
extraordinary   restricted   stock  grant).    Target   long-term
incentives shall be at least as much as those considered  by  the
Compensation Committee of the Board of Directors in 1999  at  its
May  12th  meeting with any increase establishing a  new  minimum
target.   Any  objectives under such target long-term  incentives
shall be achievable in a manner substantially consistent with the
senior executive officers of the Company and its Affiliates.

      4.3   Business Expense Reimbursement.  During the  term  of
this   Agreement,   Executive  shall  be  entitled   to   receive
reimbursement for all reasonable out-of-pocket expenses  incurred
by   him   (in   accordance  with  the  policies  and  procedures
established by the Company for its senior executive officers)  in
performing  services hereunder.  Executive agrees to  furnish  to
the  Company  adequate records and other documentary evidence  of
such  expenses  for  which Executive seeks  reimbursement.   Such
expenses shall be reimbursed and accounted for under the policies
and procedures established by the Company and the Audit Committee
of the Board of Directors.
                           Article 5.

       5.1   Non-disclosure  of  Proprietary  Information  -  Non
Competition.  Executive  shall execute upon request the Company's
standard Non-Disclosure Agreement for officers of the Company and
its  Affiliates  in  a form acceptable to the Company's  counsel.
In  any  event, Executive shall maintain the confidentiality  and
not  use confidential information of the Company during his  term
of  employment  and  for two years following termination  of  his
employment. While employed hereunder, Executive shall not engage,
directly  or indirectly, in any other business activity  that  is
competitive  with, or that places him in a competing position  to
that  of  the Company or any Affiliates (provided that  Executive
may  own less than two percent (2%) of the outstanding securities
of any publicly traded corporation).

      5.2   No  Solicitation of Employees.   As  a  condition  of
receiving  benefits  under  this  Agreement,  Executive  may  not
directly  solicit  employees  or  full-time  consultants  of  the
Company to leave during his employment with the Company or for  a
period of two years from termination of employment.

      5.3   Waiver  of Claims.   Executive shall also  waive  any
known  or  unknown claim against the Company and its  Affiliates,
including,  if applicable, any acquiring corporation, other  than
those  arising  under  the Agreement.  Executive  shall  sign  an
appropriate   release  if  so  requested  upon   termination   of
employment.

     5.4  Return of Property.  All documents, records, apparatus,
equipment  and other physical property which if furnished  to  or
obtained  by Executive in the course of his employment  with  the
Company  shall  be and remain the sole property of  the  Company.
Executive agrees that, upon the termination of his employment, he
shall return all such property (whether or not it pertains to the
Company's  proprietary information), and agrees not  to  make  or
retain copies, reproductions or summaries of any such property.


                           Article 6.
                           Termination

      6.1   By  Death.  The period of employment shall  terminate
automatically  upon the death of Executive.  In such  event,  the
Company shall pay to Executive's beneficiaries or his estate,  as
the  case may be, any accrued Base Salary, pro-rata Target  Bonus
based  upon  performance  to date of  death  relative  to  target
performance, any vested deferred compensation (other than pension
plan,  supplemental  retirement, 401(k), or  profit-sharing  plan
benefits which will be paid in accordance with the terms  of  the
applicable plan), any benefits under any plans of the Company  in
which   Executive  is  a  participant  to  the  full  extent   of
Executive's rights under such plans, any accrued vacation pay and
any  appropriate  business  expenses  incurred  by  Executive  in
connection  with  his  duties  hereunder,  all  to  the  date  of
termination  (collectively "Accrued Compensation"), and  six  (6)
months' additional Base Salary, Target Bonus, health benefits and
age  and  service  credit  under the  Company's  defined  benefit
pension  plan and supplemental pension plan (as if the  Executive
had  continued to perform services for such period with the  same
amount  of  Base  Salary  and  Target  Bonus).  Thereafter,   the
Company's obligations hereunder shall terminate.

     6.2  By Disability.  If Executive is prevented from properly
performing  his  duties hereunder by reason of  any  physical  or
mental  incapacity  for a period of more  than  60  days  in  the
aggregate in any 365-day period, or if a determination is made by
a  qualified physician selected by the Company and acceptable  to
Executive or Executive's representative that continued employment
with  the  Company  by  Executive  would  jeopardize  Executive's
physical or mental health, then, to the extent permitted by  law,
the  Company may terminate the employment on the 60th day of such
incapacity  or  following  such a determination  by  a  qualified
physician.  In such event, the Company shall pay to Executive all
Accrued Compensation, and shall pay to Executive in a lump sum  a
total  of six (6) months' additional  Base Salary, Target  Bonus,
health   benefits and age and service credit under the  Company's
defined benefit pension plan and supplemental pension plan (as if
the  Executive had continued to perform services for such  period
with the same amount of Base Salary and Target Bonus). Thereafter
the Company's obligations hereunder shall terminate.  Nothing  in
this   Agreement  shall  affect  Executive's  rights  under   any
disability plan in which he is an eligible participant.

      6.3   By  Company  for  Cause.  The Company  may  terminate
Executive's  employment  for  Cause (as  defined  below)  without
liability  at  any  time  with  or  without  advance  notice   to
Executive.    The  Company  shall  pay  Executive   all   Accrued
Compensation, but no other compensation or reimbursement  of  any
kind,  including without limitation, severance compensation,  and
thereafter  the Company's obligations hereunder shall  terminate.
Termination  shall be for "Cause" in the event of the  occurrence
of   any  of  the  following:   (a)  any  intentional  action  or
intentional  failure to act by Executive which was  performed  in
bad  faith  and  to  the material detriment of the  Company;  (b)
intentional  refusal or intentional failure to act in  accordance
with  any lawful and proper direction or order of the Board;  (c)
willful and habitual neglect of his duties of employment; or  (d)
conviction  of  a  felony crime involving  fraud  or  an  act  of
dishonesty  against the Company, provided that in the event  that
any  of  the  foregoing events is capable  of  being  cured,  the
Company shall provide written notice to Executive describing  the
nature of such event and Executive shall thereafter have ten (10)
business days to cure such event.

      6.4   At  Will.   At  any time, the Company  may  terminate
Executive's employment without liability other than as set  forth
below,  for  any reason not specified in Section  6.3  above,  by
giving  thirty (30) days advance written notice to Executive.  If
the  Company  elects  to  terminate Executive  pursuant  to  this
Section  6.4,  the  Company shall pay to  Executive  all  Accrued
Compensation  and  shall  pay  to Executive  as  provided  herein
Executive's  Base Salary, Target Bonus and continue  to  pay  the
benefits described in Section 4.2 (except as otherwise explicitly
provided  in  this  Section 6.4) over the  period  equal  to  the
remaining  term of this Agreement, and thereafter all obligations
of  the  Company shall terminate.  Notwithstanding the  preceding
sentence,  Executive  shall receive (i) his  incentive  bonus  as
described in Section 3.2 only for the proportion of the Company's
fiscal  year in which termination occurs based upon the Company's
year-to-date  performance against the selected  objectives,  (ii)
his  long-term  incentive compensation,  if  any,  only  for  the
proportion  of  the  applicable period  based  on  the  Company's
performance  to date of termination against selected  objectives,
(iii)  additional  age and service credits  under  the  Company's
defined benefit pension plan and supplemental retirement plan for
the  remainder of the then current term of this Agreement  as  if
Executive had continued to perform services for such period,  and
(iv)  acceleration  of  vesting in full  for  all  stock  awards,
whether stock options, restricted stock, or otherwise, then  held
by  Executive.  All such severance compensation amounts shall  be
earned and become payable in full immediately upon termination of
employment.  If  the  Company terminates this  Agreement  or  the
employment  of Executive with the Company other than pursuant  to
Section 6.1, 6.2 or 6.3, then this Section 6.4 shall apply.

If  such  termination under this Section 6.4 shall  occur  within
twenty  four (24) months following the occurrence of a Change-in-
Control,  Executive shall be paid upon termination in a lump  sum
Base  Salary,  Target  Bonus  and automobile  allowance  for  the
remainder  of  the term of this Agreement, plus  three  years  of
pension  service and age credit.  Executive's benefits under  the
Company's   defined   benefit  pension  plan   and   supplemental
retirement plan shall be determined as if Executive had  remained
employed  with  the Company for an additional  three  years,  had
continued  to  receive the same amount of Base  Salary  for  that
period,  and continued to receive   Target Bonus.   In  addition,
Executive  shall  be  entitled  to  continued  coverage   without
premiums  under  the  Company's  health,  dental  and  drug  plan
(substantially consistent with the terms thereof in effect on the
date  hereof)  for himself and a spouse or minor dependent  under
the  same  terms  as executive officers of the  Company  and  its
Affiliates  until  such  Executive and spouse  are  eligible  for
Medicare or ten years, whichever is shorter.  If Executive or his
spouse  is  or becomes covered under the health plan  of  another
employer,  the Company's plan shall be secondary for as  long  as
that coverage continues.  Payment under this provision for Change-
in-Control  shall release the Company from payment of  any  other
benefits   specified  above  other  than  Accrued   Compensation,
acceleration  of vesting of stock-based benefits, and  any  other
vested rights at time of termination.

      6.5   Constructive  Termination.  In  the  event  that  the
Company   changes  the  terms  and  conditions   of   Executive's
employment   with   the   Company  such  that   a   "Constructive
Termination"  has occurred, and Executive ceases  performance  of
services for the Company thereafter, such action shall be  deemed
to  be  a  termination of employment of Executive  without  cause
pursuant  to  Section  6.4.   For  purposes  of  this  Agreement,
"Constructive   Termination"  shall   mean   (i)   reduction   of
Executive's  Base  Salary and/or Target Bonus,  (ii)  failure  to
provide  a  package  of  welfare benefit plans,  pension  benefit
plans, and fringe benefits for Executive made available generally
to  employees  of  the Company and its Affiliates  and  to  other
senior executives of the Company and its Affiliates which,  taken
as  a  whole, provide substantially similar benefits to those  in
which  the Executive is entitled to participate immediately prior
to  the Commencement Date of this Agreement or in effect prior to
the  occurrence of a Change-in-Control, whichever is greater,  or
any   action   by  the  Company  which  would  adversely   affect
Executive's   participation,   (iii)   material   reduction    of
Executive's  benefits  under any of such plans,  (iv)  change  in
Executive's  responsibilities,  authority,  title,   office,   or
reporting  relationship  resulting  in  diminution  of  position,
excluding  for  this  purpose  an  isolated,  insubstantial   and
inadvertent  action not taken in bad faith which is  remedied  by
the  Company promptly after notice thereof is given by Executive,
and excluding the reporting to the Chief Financial Officer of  an
acquiring  parent company, (v) in the case of a Change-in-Control
only,  a  request that Executive relocate to a worksite  that  is
more  than  15  miles from his prior worksite,  unless  Executive
accepts  such relocation opportunity, (vi) material reduction  in
Executive's  duties, (vii) failure or refusal of a  successor  to
the  Company  and  any  parent company to  assume  the  Company's
obligations  under this Agreement, as provided in Section  7.2.2,
or  (viii) material breach by the Company or any successor to the
Company  or  any parent company of any of the material provisions
of this Agreement.

      6.6  Change-in-Control.  For purposes of this Agreement,  a
"Change-in-Control" shall have occurred if at any time during the
term  of  Executive's employment hereunder, any of the  following
events shall occur:

           (a)   The  Company  is  merged,  or  consolidated,  or
reorganized  into  or  with another corporation  or  other  legal
person,  and  as  a  result  of  such  merger,  consolidation  or
reorganization less than 50% of the combined voting power of  the
then-outstanding  securities  of  such  corporation   or   person
immediately  after such transaction are held in the aggregate  by
the holders of voting securities of the Company immediately prior
to such transaction;

           (b)  The Company sells at least fifty percent (50%) of
its assets in a twelve (12) month period to any other corporation
or  other  legal  person and thereafter, less  than  50%  of  the
combined  voting power of the then-outstanding voting  securities
of the acquiring or consolidated entity are held in the aggregate
by  the  holders of voting securities of the Company  immediately
prior to such sale;

           (c)   There is a report filed after the date  of  this
Agreement  on  Schedule 13D or Schedule 14 D-1 (or any  successor
schedule,  form or report), each as promulgated pursuant  to  the
Securities  Exchange Act of 1934 (the "Exchange Act")  disclosing
that any person (as the term "person" is used in Section 13(d)(3)
or   Section  14(d)(2)  of  the  Exchange  Act)  has  become  the
beneficial owner (as the term "beneficial owner" is defined under
Rule  13d-3 or any successor rule or regulation promulgated under
the Exchange Act) representing 25% or more of the combined voting
power of the then-outstanding voting securities of the Company;

          (d)  The Company shall file a report or proxy statement
with  the  Securities  and Exchange Commission  pursuant  to  the
Exchange  Act  disclosing in response  to  item  1  of  Form  8-X
thereunder  or  Item  5(f) of Schedule  14A  thereunder  (or  any
successor  schedule,  form or report or item  therein)  that  the
change in control of the Company has or may have occurred or will
or may occur in the future pursuant to any then-existing contract
or transaction;

           (e)   During  any  period  of two  consecutive  years,
individuals  who  at the beginning of any such period  constitute
the  directors of the Company cease for any reason to  constitute
at least a majority thereof unless the election or the nomination
for  election by the Company's shareholders of each  director  of
the  Company first elected during such period was approved  by  a
vote  of at least two-thirds of the directors of the Company then
still  in  office  who  were directors  of  the  Company  at  the
beginning  of  such  period (an "Incumbent  Director"),  and  any
director so approved shall be treated as an Incumbent Director in
the future; or

            (f)  the liquidation or dissolution of the Company.

     6.7   Excise  Tax  Gross-Up.   In  the  event  it  shall  be
determined  that any payment by the Company and/or its Affiliates
to or for the benefit of Executive, whether paid or payable under
this Agreement or otherwise, but determined without regard to any
additional   payments  required  under  this   Section   6.7   (a
"Payment"), would be subject to the excise tax imposed by Section
4999  of  the  Code, or any comparable federal, state,  or  local
excise  tax  (such  excise tax, together with  any  interest  and
penalties,  are  hereinafter  collectively  referred  to  as  the
"Excise  Tax"), then Executive shall be entitled  to  receive  an
additional payment (a "Gross-Up Payment") in such an amount  that
after the payment of all taxes (including without limitation, any
interest and penalties on such taxes and the excise tax)  on  the
Payment  and on the Gross-Up Payment, Executive shall  retain  an
amount  equal  to  the  Payment minus all applicable  income  and
employment  taxes on the Payment.  The intent of the  parties  is
that  the Company shall be solely responsible for, and shall pay,
any  Excise  Tax  on  the Payment and Gross-Up  Payment  and  any
income,   employment   and   other  taxes   (including,   without
limitation,  penalties  and interest)  imposed  on  any  Gross-Up
Payment, as well as any loss of tax deduction caused by the Gross-
Up   Payment   or  applicable  provisions  of  the   Code.    All
determinations  required  to be made  under  this   Section  6.7,
including without limitation, whether and when a Gross-Up Payment
is  required  and  the amount of such Gross-Up  Payment  and  the
assumptions  to  be utilized in arriving at such  determinations,
shall be made by a nationally recognized accounting firm that  is
the Company's outside auditor at the time of such determinations,
which firm must be reasonably acceptable to Executive.  All  fees
and expenses of such accounting firm shall be borne solely by the
Company.

      6.8  Termination by Executive.  At any time, whether or not
as  a  result of Executive's retirement, Executive may  terminate
his  employment by giving thirty (30) days advance written notice
to  the  Company.   The Company shall pay Executive  all  Accrued
Compensation, but no other compensation or reimbursement  of  any
kind,  including without limitation, severance compensation,  and
thereafter  the Company's obligations hereunder shall  terminate.
In the event that Executive voluntarily terminates his employment
with  the  Company during the thirteenth calendar month beginning
after the occurrence of a Change-in-Control, Executive shall also
receive  a  total  of  twelve (12) months' Base   Salary,  Target
Bonus,  service and pension credits and health, dental  and  drug
benefits  as  if  Executive's employment had  been  involuntarily
terminated  by the Company pursuant to Section 6.4 above,  except
that  Executive  shall  not be entitled  to  any  tax  "gross-up"
benefits described in Section 6.7.   Executive benefits under the
Company's   defined   benefit  pension  plan   and   supplemental
retirement plan shall be determined as if Executive had  remained
employed with the Company for that period.


                           Article 7.
                       General Provisions

       7.1    Governing   Law.   The  validity,   interpretation,
construction and performance of this Agreement and the rights  of
the  parties  thereunder shall be interpreted and executed  under
California  law without reference to principles of  conflicts  of
laws.  The parties expressly agree that inasmuch as the Company's
headquarters  and  principal place of  business  are  located  in
California,  it  is appropriate that California law  govern  this
Agreement.

     7.2  Assignment; Successors; Binding Agreement.

            7.2.1        Executive  may  not  assign,  pledge  or
encumber his interest in this Agreement or any part thereof.

           7.2.2  The Company will require any successor (whether
direct  or  indirect,  by  purchase,  merger,  consolidation   or
otherwise)  to  all or substantially all of the  business  and/or
assets  of  the Company, by operation of law or by  agreement  in
form  and  substance  reasonably satisfactory  to  Executive,  to
assume and agree to perform this Agreement in the same manner and
to  the same extent that the Company would be required to perform
it if no such succession had taken place.

          7.2.3  This Agreement shall inure to the benefit of and
be  enforceable by Executive's personal or legal representatives,
executors,   administrators,  successors,  heirs,   distributees,
devisees and legatees.  If Executive should die while any  amount
is  at  such  time  payable to him hereunder, all  such  amounts,
unless  otherwise  provided herein, shall be paid  in  accordance
with  the terms of this Agreement to Executive's devisee, legates
or  other  designee  or,  if there be no such  designee,  to  his
estate.

     7.3  Attorney Fees.  The Company will reimburse Executive or
Executive's  successor-in-interest for  all  reasonable  attorney
fees  and  costs associated with bringing any action  under  this
Agreement  to enforce their rights hereunder, regardless  of  the
outcome of such proceeding, provided the court does not find  the
claim was brought in  bad faith.

     7.4   Non-Publication.  The parties mutually  agree  not  to
disclose  publicly  the  terms of this Agreement  except  to  the
extent that disclosure is mandated by applicable law.

      7.5   No Waiver of Breach.  The waiver by any party of  the
breach of any provision of this Agreement shall not be deemed  to
be  a  waiver of any subsequent breach.   No delay in  exercising
any right hereunder shall be deemed to be a waiver of the party's
rights hereunder.

      7.6   Notice.  For the purposes of this Agreement,  notices
and all other communications provided for in this agreement shall
be  in  writing and shall be deemed to have been duly given  when
delivered  or  mailed  by  certified or registered  mail,  return
receipt  requested, postage prepaid, addressed to the  respective
addresses  set  forth below or to such other  address  as  either
party  may  have furnished to the other in writing in  accordance
herewith,  except  that  notice of change  of  address  shall  be
effective only upon receipt.

             To   the   Company:  Consolidated Freightways Corporation
                         175 Linfield Drive
                         Menlo Park, CA  94025
                         Attn: Chairman of Compensation Committee

             To Executive:       Sunil Bhardwaj


      7.7  Modification; Waiver; Entire Agreement.  No provisions
of  this  Agreement may be modified, waived or discharged  unless
such  waiver, modification or discharge is agreed to  in  writing
signed  by  Executive  and such officer as  may  be  specifically
designated by the Board of Directors of the Company.   No  waiver
by  either  party hereto at any time of any breach by  the  other
party of, or compliance with, any condition or provision of  this
Agreement to be performed by such other party shall be  deemed  a
waiver  of similar or dissimilar provisions or conditions at  the
same  or  any  prior  or  subsequent  time.   No  agreements   or
representations,  oral  or otherwise, express  or  implied,  with
respect  to  the subject matter hereof have been made  by  either
party which are not expressly set forth in this Agreement.

      7.8   Validity.  The invalidity or unenforceability of  any
provision  of  this Agreement shall not affect  the  validity  or
enforceability  of any other provision of this  Agreement,  which
shall remain in full force and effect.

      7.9  Executive Acknowledgment.  Executive acknowledges  (a)
that  he has consulted with or had had the opportunity to consult
with  independent  counsel  of his  own  choice  concerning  this
Agreement, and has been advised to do so by the Company, and  (b)
that he has read and understands the Agreement, is fully aware of
its legal effect, and has entered into it freely based on his own
judgment.

      7.10  Injunctive  Relief.   The  parties  agrees  that  the
services  to be rendered by Executive hereunder are of  a  unique
nature  and that in the event of any breach or threatened  breach
of  any of the covenants contained herein, the damage or imminent
damage  to  the value and the goodwill of the Company's  business
will  be irreparable and extremely difficult to estimate,  making
any  remedy  at  law or in damages inadequate.  Accordingly,  the
parties  agree  that the Company shall be entitled to  injunctive
relief against Executive in the event of any breach or threatened
breach  of any such provisions by Executive, in addition  to  any
other  relief (including damages) available to the Company  under
this  Agreement or under law.  Both parties agree that the remedy
specified  in  this section is not exclusive of any other  remedy
for the breach by Executive of the terms hereof.

     7.11 Counterparts.  This Agreement may be executed in one or
more  counterparts, all of which taken together shall  constitute
one and the same Agreement.

      7.12 No Mitigation.  The Executive shall not be required to
mitigate  the  amount  of  payments hereunder  by  seeking  other
employment or otherwise, and any amount earned by Executive as  a
result  of  employment  by  other  employer  after  the  date  of
termination shall not reduce the payments hereunder.

      7.13  Indemnity.    The  Company and its  Affiliates  shall
indemnify and hold Executive harmless against any loss,  cost  or
expense  arising  out of or relating to the  performance  of  his
duties  to  the  Company and its Affiliates, and  shall  maintain
adequate  liability insurance covering such Executive's acts  and
omissions occurring during the term of this Agreement and  for  a
period of six years thereafter.

      Executed by the parties as of the date and year first above
written.

                            Consolidated Freightways Corporation


                                   /s/Stephen D. Richards
                                   Stephen D. Richards
                                   Senior  Vice President and General
                                      Counsel
                                   Consolidated Freightways Corporation

                              Executive:


                                   /s/Sunil Bhardwaj
                                    Sunil Bhardwaj
                                    Senior  Vice  President  &  Chief
                                      Financial Officer
                                    Consolidated Freightways Corporation