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 September 30, 1997

                                 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 October 31, 1997: 22,025,323


                 CONSOLIDATED FREIGHTWAYS CORPORATION
                              FORM 10-Q
                   Quarter Ended September 30, 1997

_____________________________________________________________________

_____________________________________________________________________


                                INDEX



PART I.  FINANCIAL INFORMATION                                Page

  Item 1. Financial Statements

          Consolidated Balance Sheets -
            September 30, 1997 and December 31, 1996             3

          Statements of Consolidated Operations -
            Three and Nine Months Ended
            September 30, 1997 and 1996                          5

          Statements of Consolidated Cash Flows -
            Nine Months Ended September 30, 1997 and 1996        6

          Notes to Consolidated Financial Statements             7

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


PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                     14

  Item 6. Exhibits and Reports on Form 8-K                      15


SIGNATURES                                                      16




                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                   September 30,   December 31,
                                                       1997            1996

                                                       (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   80,976     $   48,679
   Trade accounts receivable, net of allowances        341,532        285,410
   Other receivables                                     8,256          3,339
   Operating supplies, at lower of average
     cost or market                                      9,278         11,511
   Prepaid expenses                                     40,274         35,848
   Deferred income taxes                                30,933         35,470
      Total Current Assets                             511,249        420,257

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 78,744         78,989
   Buildings and improvements                          343,358        343,023
   Revenue equipment                                   561,805        559,823
   Other equipment and leasehold improvements          116,110        115,317
                                                     1,100,017      1,097,152
   Accumulated depreciation and amortization          (706,038)      (680,464)
                                                       393,979        416,688
OTHER ASSETS
   Deposits and other assets                             9,851         10,808
   Deferred income taxes                                10,407          9,334
                                                        20,258         20,142

TOTAL ASSETS                                        $  925,486     $  857,087



     The accompanying notes are an integral part of these statements.

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                    September 30,  December 31,
                                                         1997         1996

                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  80,442     $ 87,511
   Accrued liabilities                                229,673      187,267
   Accrued claims costs                                82,898       95,780
   Federal and other income taxes                      21,287        4,083
      Total Current Liabilities                       414,300      374,641

LONG-TERM LIABILITIES
   Long-term debt                                      15,100       15,100
   Accrued claims costs                               113,799      110,200
   Employee benefits                                  115,932      113,312
   Other liabilities and deferred credits              33,844       33,136
      Total Liabilities                               692,975      646,389

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 and outstanding
     22,025,323 shares                                    220         220
   Additional paid-in capital                          57,174      57,174
   Cumulative translation adjustment                   (5,052)     (4,910)
   Retained earnings                                  180,169     158,214
      Total Shareholders' Equity                      232,511     210,698

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 925,486   $ 857,087


     The accompanying notes are an integral part of these statements.


<TABLE>
<CAPTION>

                                CONSOLIDATED FREIGHTWAYS CORPORATION

                                STATEMENTS OF CONSOLIDATED OPERATIONS
                           (Dollars in thousands except per share amounts)


                                        Three Months Ended        Nine Months Ended
                                            September 30,             September 30,
                                        1997         1996         1997         1996

<S>                                <C>         <C>            <C>          <C>
REVENUES                           $  603,253  $  559,605     $1,727,509   $1,592,146

COSTS AND EXPENSES
    Salaries, wages and benefits      389,874     382,255      1,126,354    1,106,237
    Operating expenses                 90,546      82,235        269,531      249,811
    Purchased transportation           50,903      48,258        139,831      127,043
    Operating taxes and licenses       18,462      18,969         55,060       57,228
    Claims and insurance               15,623      13,965         46,983       42,278
    Depreciation                       13,505      16,224         40,197       50,074
                                      578,913     561,906      1,677,956    1,632,671
OPERATING INCOME (LOSS)                24,340      (2,301)        49,553      (40,525)

OTHER INCOME (EXPENSE)
   Investment income                      597          43          1,028          214
   Interest expense                      (993)       (191)        (2,163)        (626)
   Miscellaneous, net                    (561)       (234)        (1,705)      (2,586)
                                         (957)       (382)        (2,840)      (2,998)

Income (loss) before income
     taxes (benefits)                  23,383      (2,683)        46,713      (43,523)
Income taxes (benefits)                11,600        (928)        24,758      (13,700)

NET INCOME (LOSS)                  $   11,783  $   (1,755)    $   21,955   $  (29,823)

Primary average shares
      outstanding (1)              23,279,205  22,025,323     22,025,323   22,025,323
Fully diluted average
      shares outstanding (1)       23,404,911  22,025,323     22,025,323   22,025,323


Primary Net Income
      (Loss) per Share:            $    0.51   $    (0.08)    $     1.00   $    (1.35)

Fully Diluted Net Income
      (Loss) per Share:            $    0.50   $    (0.08)    $     1.00   $    (1.35)

<FN>
(1) The quarter ended September 30, 1997 includes the dilutive effects of the Company's
    restricted stock.


               The accompanying notes are an integral part of these statements.

</TABLE>


                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                     Nine Months Ended
                                                         September 30,
                                                    1997           1996
                                                   (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $  48,679     $ 26,558

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                      21,955      (29,823)
Adjustments to reconcile net income
  (loss) to net cash provided (used) by
  operating activities:
Depreciation and amortization                          41,507       52,023
Increase (decrease) in deferred income taxes            3,464      (11,002)
Gains from property disposals, net                       (850)      (2,095)
Changes in assets and liabilities:
  Receivables                                         (61,039)     (57,034)
  Prepaid expenses                                     (4,426)      (1,161)
  Accounts payable                                     (7,069)      (9,355)
  Accrued liabilities                                  42,406       23,300
  Accrued claims costs                                 (9,283)       5,422
  Income taxes                                         17,204       (1,349)
  Employee benefits                                     2,620       (1,270)
  Other                                                 2,216       18,647
  Net Cash Provided (Used) by Operating Activities     48,705      (13,697)

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (19,266)     (41,041)
   Proceeds from sales of property                      2,858        5,902
   Net Cash Used by Investing Activities              (16,408)     (35,139)

CASH FLOWS FROM FINANCING ACTIVITIES
   Former parent investments and advances                  --       55,103
   Net Cash Provided by Financing Activities               --       55,103

Increase in Cash and Cash Equivalents                  32,297        6,267

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  80,976    $  32,825

     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
generally   accepted   accounting  principles  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  1996  Annual  Report  to
Shareholders.

       There   have   been  no  significant  changes  in   the   accounting
policies  of  the  Company.   There were  no  significant  changes  in  the
Company's   commitments  and  contingencies  as  previously  described   in
the  1996  Annual  Report  to Shareholders and  related  annual  report  to
the   Securities   and  Exchange  Commission  on  Form  10-K,   except   as
described below in Note 4.


2. Stock Compensation

       The  Company  previously  granted  3,288,192  shares  of  restricted
stock  to  its  regular, full-time employees under  its  Stock  Option  and
Incentive  Plan.   As  of September 30, 1997, these  granted  but  unissued
shares  had  an  aggregate  market value of  $58.0  million.    The  shares
vest  over  three  years  and  are  contingent  upon  the  Company's  stock
price  achieving  pre-determined increases over  the  grant  price  for  10
consecutive  trading  days following each anniversary  of  the  grant.   If
performance  conditions  are  met,   approximately  1,096,100   shares   of
common  stock,  or  one-third  of  the  total  grant,  will  be  issued  in
December  1997  and  compensation  expense  will  be  recognized  based  on
the  then  market  price of the stock. Based on the  market  price  of  the
stock   on  September  30,  1997,  the  Company  would  recognize  an $11.6
million non-cash charge, net of related tax benefits.


3. Recent Accounting Pronouncements

       In   February   1997,  the  Financial  Accounting  Standards   Board
(FASB)   issued  Statement  of  Financial  Accounting  Standards  No.   128
"Earnings   per   Share."    This   statement   changes   the   method   of
calculating   earnings   per  share.   Primary  earnings   per   share   is
replaced  with  Basic  Earnings  per Share and  is  calculated  using  only
the   weighted   average  shares  outstanding  for  the   period,   without
giving  effect  to  potentially  dilutive  instruments.   Diluted  earnings
per  share  is  calculated  similar to  that  under  APB  15,  except  that
under  the  treasury  stock  method,  the  average  stock  price  for   the
period  is  used  instead  of the higher of the average  or  closing  stock
price.    This   statement  is  effective  for  financial   statements   of
periods  ending  after  December  15,  1997,  with  restatement  of   prior
period   earnings  per  share  required.   If  the  Company  adopted   this
statement  as  of  January 1, 1997, basic and diluted  earnings  per  share
for  the  three  and  nine  months  ended September  30,  1997  would  have
been  $0.53  and  $0.51  and  $1.00 and $1.00, respectively.   For  periods
prior to 1997, earnings per share will remain as reported.

      In  June  1997,  the  FASB issued Statement of  Financial  Accounting
Standards  No.  130,  "Reporting  Comprehensive  Income."   This  statement
requires   that   all   items  of  comprehensive  income   be   prominently
displayed  in  the  financial  statements.  Comprehensive  income  is   the
change  in  equity  during  a  period from  transactions  or  other  events
with  non-owner  sources.   This statement is effective  for  fiscal  years
beginning  after  December  15,  1997.   Reclassification  of  prior   year
financial   statements   is  required.   If  the   Company   adopted   this
statement  as  of  January  1, 1997, comprehensive  income  for  the  three
and  nine  months  ended  September 30, 1997 would  have  been  $11,794,000
and  $21,870,000,  respectively.  For  the  three  and  nine  months  ended
September  30,  1996,  comprehensive loss would have  been  $1,686,000  and
$29,528,000, respectively.

       Also   in   June  1997  the  FASB  issued  Statement  of   Financial
Accounting   Standards  No.  131,  "Disclosures  about   Segments   of   an
Enterprise   and  Related  Information."   This  statement   requires   the
presentation  of  financial  information on  the  same  basis  that  it  is
used   within   an   organization  to  evaluate  segment  performance   and
allocate  resources.   It  also  will require  enhanced  disclosures  about
geographic,   product   and  service  information.    This   statement   is
effective   for   financial   statements   of   periods   beginning   after
December   15,   1997.    Management  expects   that   adoption   of   this
statement   will   not   have   a  material   effect   on   its   reporting
requirements.


4. Contingencies

      In  October  1997,  three  lawsuits were filed  against  the  Company
and  its  principal  operating  subsidiary  in  Riverside  County  Superior
Court  of  California,  claiming  invasion  of  privacy  and  related  tort
claims  for  intentional  and negligent infliction  of  emotional  distress
and  seeking  the  recovery  of  punitive and  emotional  distress  damages
in  unspecified  amounts.  Those lawsuits arose out of  the  use  of  video
cameras  at  a  California  terminal  facility,  including  restrooms,   in
order  to  combat  a  problem with theft and  drug  use.   One  action  was
filed  on  behalf  of  282  plaintiffs, a second one  with  two  plaintiffs
purports  to  be  a  class  action,  and  a  third  one  was  filed  by  an
individual.   The  Company  denies  liability  and  intends  to  vigorously
defend  these  actions.   With  the exception of  the  individual  lawsuit,
these  cases  have  been removed to the United States  District  Court  for
the Central District of California.   It  is   the   opinion  of management
that  the ultimate  outcome  of  these actions  will  not  have  a material
adverse   effect   on  the   Company's    consolidated   financial position
or results of operations.

      The  Company  and  its  subsidiaries are also  defendants  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   consolidated   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 September 30,  1997  increased
7.8%   to  $603.3  million,  compared  with  the  same  period  last  year,
despite  total  and  less-than-truckload  tonnage  declines  of  1.5%   and
0.4%,   respectively.   The  marginal  declines  in  tonnage  levels   were
more   than   offset  by  the  improvement  in  net  revenue  per   hundred
weight.   Net  revenue  per hundred weight increased  9.5%  over  the  same
period  in  1996  and  was due primarily to the retention  of  the  general
rate   increase  implemented  at  the  beginning  of  1997  combined   with
higher  rated  freight  moved  during  the  two  week  strike  at  UPS   in
August.    Revenue   generated  from  the  UPS  strike  was   approximately
$11.0   million.   The  Company  also  benefited  from  increased  revenues
from  its  premium  service  offerings, including  its  new  PrimeTime  Air
Service.    Revenues  for  the  nine  months  ended  September   30,   1997
increased   8.5%   to   $1.73  billion  on  total  and  less-than-truckload
tonnage   increases   of   2.8%  and  3.2%,  respectively.    Revenue   per
hundred  weight  for  the period increased 5.6% over  the  prior  year  for
reasons   discussed   above.   The  increases  in   tonnage   levels   were
primarily  due  to  the  fact  that first half  1996  tonnage  levels  were
depressed  following  implementation of  the  Business  Accelerator  System
(BAS),   a  re-engineering  of  the  Company's  freight  flow  system,   in
October 1995.

      Salaries,  wages  and benefits for the three and  nine  months  ended
September  30,  1997  increased  2.0%  and  1.8%,  respectively  over   the
prior   year.   These   expenses  reflect  Teamster  wages   and   benefits
increases  of  approximately $10 million for the  three  month  period  and
$20   million  for  the  nine  month  period,  incentive  compensation  for
salaried  employees  and  increased business  levels  for  the  first  half
of   the   year.    These   additional  expenses  were   offset   by   cost
containment   programs  such  as  the  use  of  rail  in   certain   lanes,
workplace  safety  and  return  to  work  initiatives  to  reduce   workers
compensation  claims  and  increased  efficiencies.   Prior  year  expenses
were  adversely  impacted by the implementation of  BAS  during  the  first
half  of  the  year  and also included salary and benefit  allocations  for
administrative   services   now   included   in   operating   expenses   as
explained below.

      Operating  expenses  increased 10.1%  and  7.9%  for  the  three  and
nine  month  periods,  compared to the prior year,  due  primarily  to  the
inclusion  of  charges  for  administrative  services  outsourced  to   the
former  parent.  During  the three and nine month  periods,  the  fees  for
these  services  were  $5.0  million and $15.8  million,  respectively.  In
1996,  the  expense  allocations from the former parent  were  included  in
salaries,  wages  and  benefits as noted in the  previous  paragraph.   The
Company  also  incurred  higher vehicle maintenance  in  the  current  year
as a result of an aging fleet.

      Purchased  transportation increased 5.5%  and  10.1%  for  the  three
and  nine  months  ended  September  30,  1997  as  the  Company  increased
its  use  of  lower  cost  rail  services  in  strategic  lanes.   For  the
three  months  ended  September  30, 1997,  rail  miles  as  percentage  of
total  inter-city  miles  increased  to  28.7%  from  27.8%  in  the   same
period  last  year.   For  the  nine  months  ended  September  30,   1997,
rail   miles  as  a  percentage  of  total  inter-city  miles  were  27.0%,
compared with 24.6% in the same period of 1996.

      Operating  taxes  and  licenses  decreased  2.7%  and  3.8%  for  the
three  and  nine  months  ended September 30, 1997.   These  decreases  are
the  result  of  lower  fuel taxes, licensing fees and  highway  use  taxes
as   a   higher  proportion  of  freight  was  transported  via  rail,   as
discussed  above.    Additionally,  the  Company  has  been  successful  in
reducing property tax assessments on its terminal properties.

      Claims  and  insurance  increased  11.9%  and  11.1%  for  the  three
and   nine   months  ended  September  30,  1997  in  line  with  increased
revenue levels.

       Depreciation   expense  decreased  16.8%  and  19.7%,  respectively,
from  the  three  and  nine  month periods last year  due  primarily  to  a
higher   proportion  of  fully  depreciated  equipment   in   1997.    Also
contributing  to  the  decrease  was  the  transfer  of  $57.6  million  of
excess properties to the former parent concurrent with the spin-off.

       The  above  factors  resulted  in  a  $26.6  million  year-over-year
improvement  in  operating income to $24.3 million  for  the  three  months
ended  September  30,  1997.  The operating ratio improved  to  96.0%  from
100.4%.   Operating  income  for  the  nine  months  ended  September   30,
1997   increased  $90.1  million  to  $49.6  million  with  the   operating
ratio  improving  to  97.1%  from 102.5%.   Results  for  the  nine  months
ended  September  30,  1996  were  impacted  by  depressed  tonnage  levels
and increased expenses associated with the implementation of BAS.

      Other  expense,  net,  for  the  three  months  ended  September  30,
1997  increased  150.5%  over the same period last year  primarily  due  to
interest  expense  on  other long-term liabilities,  excluding  debt.  This
was  offset  by  increased  investment income  from  the  Company's  short-
term  investments.   For  the nine months, other  expense,  net,  decreased
5.3%  primarily  due  to  the  absence  in  1997  of  interest  expense  on
borrowings  from  the  former  parent.  This  was  previously  included  in
Miscellaneous, net.

      The  Company's  effective income tax (benefit) rates  for  the  three
and  nine  months  ended  September 30,  1997  and  1996  differ  from  the
statutory   Federal   rate  due   primarily   to  foreign  taxes  and  non-
deductible items.

       Net   income  for  the  three  months  ended  September   30,   1997
improved  to  $11.8  million  or $0.51 per  primary  share  compared  to  a
loss  of  $1.8  million or $0.08 per primary share.   Net  income  for  the
nine  months  ended  September  30,  1997  improved  to  $22.0  million  or
$1.00  per  primary  share compared with a net loss  of  $29.8  million  or
$1.35 per primary share.

      Assuming  a  timely  renewal  of  the Teamster's  contract  scheduled
to  expire  on  March  31,  1998, management  will  continue  to  carefully
balance   its   revenue  growth  and  yield  objectives  while   containing
claims   and   maximizing   utilization  of  existing   capacity.   Pending
renewal  of  the  contract, however, the uncertainty  associated  with  the
impending  Teamster  president  re-election may  delay  the  accomplishment
of  the  above  objectives  as  shippers may divert  freight  to  non-union
carriers.   The  April  1,  1997 Teamster wage and  benefit  increase  will
result  in  approximately  $10  million of additional  wages  and  benefits
in  the  remainder  of  1997 compared with the 1996  levels.  As  discussed
in   Footnote  2  in  Part  1  of  this  Form  10-Q,  the  Company  has   a
restricted   stock   program.    If   performance   conditions   are   met,
approximately  1,096,100  shares  of  common  stock  will  be   issued   in
December  1997  and  compensation expense  recognized  based  on  the  then
market  price  of  the stock.  Based on the market price of  the  stock  on
September  30,  1997,  the Company would recognize  a  $11.6  million  non-
cash charge, net of related tax benefits.

     The  Company  is  currently studying the impact of  Year  2000  issues
on  its  operations.  Management does not expect that  the  final  cost  of
bringing   computer   systems  into  compliance  will   have   a   material
adverse  effect  on  the  Company's  financial  condition  or  results   of
operations.



LIQUIDITY AND CAPITAL RESOURCES

      As  of  September  30, 1997, the Company had $81.0  million  in  cash
and  cash  equivalents.   Net  cash  flow  from  operations  for  the  nine
months  ended  September  30,  1997 was $48.7 million  primarily  from  net
income    and   depreciation   and   amortization.    Accounts   receivable
increased  $61.0  million reflecting higher sales  per  day  and  a  slight
deterioration  in  days  sales  outstanding.   Management  has  implemented
programs    aimed   at   increasing   the   timeliness   of    collections.
Management  expects  cash  flow  from  operations  for  the  remainder   of
1997   to  be  sufficient  for  working  capital  and  capital  expenditure
requirements.    Capital   expenditures   for   the   nine   months   ended
September  30,  1997  were $19.3 million compared  with  $41.0  million  in
the  same  period  of  the previous year, reflecting fewer  required  fleet
replacements  and  facility  expenditures.  The  Company  expects   capital
expenditures  to  be  approximately  $5.0  million  for  the  remainder  of
1997  and  will  fund  these  with  cash from  operations  supplemented  by
financing arrangements, if necessary.

      The  Company  has  a  $225.0  million secured  credit  facility  with
several  banks  to  provide  for  working  capital  and  letter  of  credit
needs.   Working  capital  borrowings are limited  to  $100  million  while
letters  of  credit  are  limited  to $150 million.  Borrowings  under  the
agreement,  which  expires  in  2000,  bear  interest  based  upon   either
prime  or  LIBOR,  plus  a  margin dependent  on  the  Company's  financial
performance.    Borrowings   and  letters  of   credit   are   secured   by
substantially  all  of  the  assets (excluding real  property  and  certain
rolling   stock)  of  Consolidated  Freightways  Corporation  of   Delaware
(CFCD),   a   wholly  owned  subsidiary  of  the  Company,   all   of   the
outstanding  stock  of  CFCD and 65% of the outstanding  capital  stock  of
Canadian   Freightways  Limited  (CFL),  a  wholly  owned   subsidiary   of
CFCD.    As   of  September  30,  1997,  the  Company  had  no   short-term
borrowings  and  $83.3  million  of letters  of  credit  outstanding  under
this  facility.  The  continued availability of  funds  under  this  credit
facility   will  require  that  the  Company  remain  in  compliance   with
certain  financial  covenants.   The  most  restrictive  covenants  require
the  Company  to  maintain  a  minimum level of earnings  before  interest,
taxes,  depreciation  and  amortization, minimum amounts  of  tangible  net
worth   and   fixed  charge  coverage,  and  limit  capital   expenditures.
The  Company  is  in  compliance as of September 30, 1997  and  expects  to
be in compliance with these covenants for the remainder of the year.



INFLATION

      Significant  increases  in fuel prices,  to  the  extent  not  offset
by  increases  in  transportation rates,  would  have  a  material  adverse
effect   on   the   profitability  of  the  Company.   Historically,    the
Company  has  responded  to  periods  of  sharply  higher  fuel  prices  by
implementing  fuel  surcharge programs or base  rate  increases,  or  both,
to  recover  additional  costs, but there can  be  no  assurance  that  the
Company  will  be  able  to  successfully  implement  such  surcharges   or
increases  in  response  to  increased  fuel  costs  in  the  future.   The
Company  currently  has  in  place a fuel  surcharge  program  in  response
to the increased fuel prices that began in 1996 and continue in 1997.



OTHER

       The  Company's  operations  necessitate  the  storage  of  fuel   in
underground  tanks  as  well  as the disposal of  substances  regulated  by
various  Federal  and  state  laws. The  Company  adheres  to  a  stringent
site-by-site   tank   testing   and  maintenance   program   performed   by
qualified  independent  parties  to  protect  the  environment  and  comply
with   regulations.  Where  clean-up  is  necessary,  the   Company   takes
appropriate action.

       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.

      CFCD  and  the  International  Brotherhood  of  Teamsters  (IBT)  are
parties  to  the  National  Master  Freight  Agreement  which  expires   on
March  31,  1998.   Although CFCD currently believes  that  there  will  be
a  successful  negotiation of a new contract with the  IBT,  there  can  be
no  assurances  of  a  successful negotiation or that work  stoppages  will
not   occur,  or  that  the  terms  of  any  such  contract  will  not   be
substantially  less  favorable  than those of  the  existing  contract,  or
that  shippers  will  not  divert freight to non-union  carriers  prior  to
a  renewal  of  the  contract, any of which could have a  material  adverse
effect   on   CFCD's   business,  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,   increases   in   labor  costs,   renegotiation   of   labor
contracts  and  the  risk  of work stoppages or strikes  and  diversion  of
freight  by  shippers  prior  to a renewal of  the  current  contract  with
the  IBT  out  of  concern  of a possible strike; 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.



                     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.   Certain   legal
matters   are   discussed   in  Note  4  in  the  Notes   to   Consolidated
Financial Statements in Part I of this form.


ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

          (27)   Financial Data Schedule

        (b) Reports on Form 8-K

            No reports on Form 8-K were filed in the quarter ended
            September 30, 1997.

                             SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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)


November 12, 1997                         /s/David F. Morrison
                                          David F. Morrison
                                          Executive Vice President and
                                          Chief Financial Officer


November 12, 1997                         /s/Robert E. Wrightson
                                          Robert E. Wrightson
                                          Senior Vice President and Controller