Exhibit 10.05





         EIGHTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS

          THIS  EIGHTH  AMENDMENT TO LETTER OF CREDIT  AGREEMENTS
(this  "Amendment"), is made and entered into as of February  19,
2002   (the   "Effective  Date"),  by  and   among   CONSOLIDATED
FREIGHTWAYS  CORPORATION, a Delaware corporation ("Debtor"),  the
other Credit Parties signatory to the Letter of Credit Agreements
described  below  (collectively, together with  the  Debtor,  the
"Credit  Parties")  and GENERAL ELECTRIC CAPITAL  CORPORATION,  a
Delaware corporation ("GE Capital").

                      W I T N E S S E T H:

          WHEREAS,  Debtor  and GE Capital are  parties  to  that
certain  Letter of Credit Agreement, dated as of April  27,  2001
(as amended to the date hereof, the "Letter of Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in the Letter of Credit
Agreement),  pursuant to which GE Capital has committed  to  make
certain letters of credit available to Debtor; and

          WHEREAS,  Debtor,  the  other  Credit  Parties  and  GE
Capital  desire  to  modify the Letter  of  Credit  Agreement  in
certain respects, all in accordance with and subject to the terms
and conditions set forth herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the Debtor, the other Credit Parties and  GE
Capital  do  hereby agree that all capitalized terms used  herein
shall  have the meanings ascribed thereto in the Letter of Credit
Agreement  (except  as  otherwise expressly  defined  or  limited
herein) and do hereby further agree as follows:

          1.   Waiver.  Subject to the terms and conditions of this
Amendment,  including without limitation the fulfillment  of  the
conditions  to effectiveness specified in Section  7  below,  the
Creditor   hereby   waives  (i)  the  minimum  Excess   Liquidity
requirements in clauses (i)(A) and (ii)(A) of Section  2.2(f)  of
the  Letter  of  Credit  Agreement solely with  respect  to  that
certain  Letter  of  Credit in the amount of  $20,000,000  to  be
issued  to United States Fidelity and Guaranty, Co. on  or  about
the date hereof (the "Fidelity Letter of Credit") and the Bayview
Letters  of Credit (as such term is defined in Section 2  below);
provided that the aforesaid waiver relates solely to the issuance
of  the  Fidelity  Letter of Credit and the  Bayview  Letters  of
Credit  (as such term is defined in Section 2 below) and  to  the
specific conditions precedent to issuance of each such Letter  of
Credit,  and nothing in this Amendment is intended, or  shall  be
construed,  to waive any of the conditions precedent  in  Section
2.2(f)  with  respect  to the issuance of any  other  Letters  of
Credit;  (ii)  any  Default  or Event of  Default  arising  under
Sections  6.1,  6.2,  6.4, 6.5 and 6.8 of the  Letter  of  Credit
Agreement solely as a result of (a) the formation of CFL  Holding
Ltd,  an Alberta corporation ("CFLH") as a new Subsidiary  of  CF
Delaware  and  the issuance of stock by CFLH to  CF  Delaware  in
connection therewith, and (b) CF Delaware's exchange of shares of
Canadian Freightways, Ltd. with CFLH for shares of CFLH prior  to
the  date  hereof, without Creditor's prior written consent;  and
(iii)  solely for the period commencing on December 31, 2001  and
ending  on  the Effective Date, any Default or Event  of  Default
resulting  from the failure of Debtor to meet the Minimum  EBITDA
financial covenant solely for the Fiscal Quarter ending  December
31,  2001,  as  such financial covenant is in effect  immediately
prior  to  the  date of this Amendment.  Creditor hereby  further
waives any Default or Event of Default arising under Sections 4.1
and paragraph (f) of Annex E as a result of the failure by Debtor
to  give Creditor timely notice of any of the foregoing Events of
Default described in the immediately preceding sentence.

2.   Amendment of the Letter of Credit Agreement.  Subject to the
terms and conditions of this Amendment, including without
limitation the fulfillment of the conditions precedent specified
in Section 7 below, the Letter of Credit Agreement is hereby
amended as follows:
          (A)    Section  1.1(c)(iv)  to  the  Letter  of  Credit
     Agreement  is hereby amended by deleting the first  word  of
     the   first   sentence  of  said  Section   1.1(c)(iv)   and
     substituting in lieu thereof the following words "Subject to
     Section 1.3, neither" to the beginning of the first sentence
     of said section.

          (B)   Section 1.3 to the Letter of Credit Agreement  is
     hereby  amended by adding a new sentence at the end  thereof
     to read in its entirety as follows:

          On  Wednesday of each calendar week (or if Wednesday is
          not a Business Day, the immediately succeeding Business
          Day)   (each,  a  "Cash  Collateral  Valuation  Date"),
          Creditor  shall  determine whether a Letter  of  Credit
          Exposure  Excess  is then continuing,  based  upon  the
          Pledged  Entity Valuation Certificate dated as  of  the
          determination  date,  the  amount  of  cash  and   Cash
          Equivalents  on deposit in the Cash Collateral  Account
          at  such time and the Letter of Credit Exposure at such
          time.   After  taking into consideration the  foregoing
          factors, if no Letter of Credit Exposure Excess  exists
          on  any  such  Cash  Collateral  Valuation  Date,  then
          Creditor  will within two (2) Business Days after  such
          Cash  Collateral  Valuation Date (the "Cash  Collateral
          Return  Date"),  at  the request of Debtor,  return  to
          Debtor the amount of cash and Cash Equivalents, if any,
          then on deposit in the Cash Collateral Account equal to
          the Cash Collateral Return Amount (defined below), free
          and  clear  of  any lien granted in favor  of  Creditor
          hereunder,  provided  that  Creditor  shall   have   no
          obligation  to return any such cash or Cash Equivalents
          on  the  Cash Collateral Return Date if, on  such  Cash
          Collateral Return Date and after giving effect to  such
          return  of  the  Cash Collateral Return  Amount  (i)  a
          Letter of Credit Exposure Excess would exist, or (ii) a
          Default  or an Event of Default would exist.   As  used
          herein, the term "Cash Collateral Return Amount" means,
          as  of  any  date of determination thereof,  an  amount
          equal  to  (i)  the aggregate amount of cash  and  Cash
          Equivalents then held in the Cash Collateral Account in
          accordance with Section 1.1(c)(i) that are in excess of
          the amount of the Letter of Credit Exposure Excess that
          would exist as of such determination date if there were
          no  cash  or  Cash Equivalents on deposit in  the  Cash
          Collateral  Account at such time divided by (ii)  105%.
          The  Cash Collateral Return Amount if a negative number
          shall be deemed to be equal to Zero Dollars ($0).

          (C)  Section 5.10 to the Letter of Credit Agreement  is
     hereby amended by deleting said Section and substituting  in
     lieu  thereof the following new Section 5.10 to read in  its
     entirety as follows:

                Section  5.10  Additional Subsidiary  Guarantors.
          Promptly  (and  in any event within five  (5)  Business
          Days) after the creation or acquisition of any Domestic
          Subsidiary   of  Debtor  (other  than  the  Receivables
          Subsidiary  and  the  SPE Subsidiaries),  Debtor  shall
          cause  to  be executed and delivered, (i) by  such  new
          Domestic  Subsidiary, a supplement  to  the  Subsidiary
          Guaranty in substantially the form of Schedule 1 to the
          Subsidiary  Guaranty, (ii) by such new  Subsidiary,  an
          Acknowledgement   to   the   Security   Agreement    in
          substantially  the form of Exhibit B  to  the  Security
          Agreement,  and  (iii)  such  other  related  documents
          (including closing certificates and legal opinions)  as
          Creditor  may  reasonably  request,  all  in  form  and
          substance reasonably satisfactory to Creditor.

          (D)   Section 6.1 to the Letter of Credit Agreement  is
     hereby  amended by deleting the word "or" from  the  end  of
     clause  (iii) and adding the word "or" to the end of  clause
     (iv) and adding a new clause (v) to read in its entirety  as
     follows:

               (v)  the formation of the SPE Subsidiaries.

          (E)   Section 6.2 to the Letter of Credit Agreement  is
     hereby  amended by deleting the word "and" from the  end  of
     clause  (h) and adding the word "and" to the end  of  clause
     (i)  and adding a new clause (j) to read in its entirety  as
     follows:

               (j)   Credit  Parties may invest up to  $1,000  in
          each of the SPE Subsidiaries.

          (F)   Section 6.3 to the Letter of Credit Agreement  is
     hereby  amended by deleting the word "and" from the  end  of
     clause  (m) and adding the word "and" to the end  of  clause
     (n)  and adding a new clause (o) to read in its entirety  as
     follows:

               (o)   Indebtedness for borrowed money incurred  by
          one  or  more of the SPE Subsidiaries from Bayview  and
          any  reimbursement obligations incurred  by  Debtor  in
          respect  of  any  Bayview Letters of  Credit  or  other
          Letters  of  Credit  issued after the  date  hereof  in
          favor   of  Bayview  as  required  under  the   Bayview
          Commitment Letter (each such Indebtedness being  herein
          called a "Bayview Indebtedness"), provided that (i) the
          aggregate  outstanding principal amount of all  Bayview
          Indebtedness   shall   not  exceed   $45,000,000   plus
          capitalized  fees at any one time, (ii) the  terms  and
          conditions  of  all  Bayview  Indebtedness,  including,
          without  limitation, the interest, fees, other  charges
          and  payments  of  principal to  be  paid  by  the  SPE
          Subsidiaries to Bayview under any notes, instruments or
          other documents from time to time evidencing any or all
          of the Bayview Indebtedness, are substantially the same
          as  those  set forth in the Bayview Commitment  Letter,
          (iii) the form and substance of any note, instrument or
          other  documents  from  time  to  time  evidencing  the
          Bayview Indebtedness shall be substantially the same as
          set  forth  as  Exhibit B to the  Eighth  Amendment  to
          Letter   of   Credit   Agreement,  (iv)   all   Bayview
          Indebtedness shall be secured only by Liens  on  assets
          of the SPE Subsidiaries permitted under Section 6.7(g),
          (v)   the  scheduled  final  maturity  of  all  Bayview
          Indebtedness shall be at least fifteen years  from  the
          date  of  funding  of  the  initial  advance  of  funds
          pursuant to the Bayview Commitment Letter, and (vi) the
          proceeds of such Bayview Indebtedness shall be used  to
          finance   the   transfer  and  lease-back   transaction
          permitted  under  the  proviso to  Section  6.8(i)  and
          closing  costs  and  fees payable  on  account  of  the
          Bayview Commitment Letter.

          (G)  The first sentence of Section 6.6 to the Letter of
     Credit  Agreement  is hereby amended by  deleting  the  word
     "and"  from the end of clause (e) and adding the word  "and"
     to the end of clause (f) and adding a new clause (g) to read
     in its entirety as follows:

               (g)  for  unsecured  Guaranteed  Indebtedness   of
          Debtor  and  CF  Delaware incurred as a result  of  the
          guaranty  by  Debtor  and CF Delaware  of  any  Bayview
          Indebtedness to the extent such Bayview Indebtedness is
          permitted under Section 6.3(o).

          (H)   Section 6.7 to the Letter of Credit Agreement  is
     hereby  amended by deleting the word "and" from the  end  of
     clause  (e) and adding the word "and" to the end  of  clause
     (f)  and adding a new clause (g) to read in its entirety  as
     follows:

               (g)   Liens  granted  by any SPE  Subsidiaries  in
          favor of Bayview in the Conveyed Property and any other
          assets  (including  real property)  owned  by  the  SPE
          Subsidiaries securing any Bayview Indebtedness  to  the
          extent  such  Bayview Indebtedness is  permitted  under
          Section 6.3(o), provided that such Liens do not  attach
          to  any  of the Collateral, the "Collateral"  (as  such
          term  is defined in the Revolving Credit Agreement)  or
          the Receivables.

          (I)   Section 6.8 to the Letter of Credit Agreement  is
     hereby  amended by deleting the word "and" from the  end  of
     clause  (g) and adding the word "and" to the end  of  clause
     (h)  and adding a new clause (i) to read in its entirety  as
     follows:

               (i)   the  transfer of the Conveyed Properties  or
          any  other  real  property  (provided  that  such  real
          property does not constitute any of the Collateral, the
          "Collateral" (as such term is defined in the  Revolving
          Credit  Agreement) or the Receivables), by CF  Delaware
          to  CFCD 2002 LLC, a Delaware limited liability company
          ("CFCD  2002 LLC"), and the lease-back of such Conveyed
          Properties or other real property (provided  that  such
          real   property  does  not  constitute   any   of   the
          Collateral, the "Collateral" (as such term  is  defined
          in  the Revolving Credit Agreement) or the Receivables)
          by  CFCD 2002 LLC to CF Delaware provided that (a)  the
          aggregate rent paid or payable by CF Delaware under all
          such  lease-back transactions does not exceed an amount
          equal  to  the  aggregate fixed monthly  prepayment  of
          principal  and  interest  under  all  of  the   Bayview
          Indebtedness permitted under Section 6.3(o), subject to
          adjustments  based  on changes in  the  consumer  price
          index  as  set forth in the leases between CF  Delaware
          and  CFCD 2002 LLC, (b) all such rent shall be used  by
          the SPE Subsidiaries to pay such principal and interest
          when  due  and (c) the proceeds received by CF Delaware
          from  CFCD  2002 LLC in connection with  such  transfer
          made  (i) on the Eighth Amendment Effective Date, shall
          be  used  by  CF  Delaware  to  create  additional  Net
          Availability under the Letter of Credit Agreement,  and
          (ii)  after the Eighth Amendment Effective Date, to  be
          used  by  CF  Delaware for working capital and  general
          corporate purposes.

          (J)  Section 6.19 to the Letter of Credit Agreement  is
     hereby  amended by adding a sentence to the to  the  end  of
     Section 6.19 to read in its entirety as follows:

          Subject  to  compliance  with  all  of  the  terms  and
          conditions set forth in the Eighth Amendment to  Letter
          of Credit Agreements and the compliance with all of the
          covenants  contained in the Letter of Credit Agreement,
          as  amended by the Eighth Amendment to Letter of Credit
          Agreement,  Creditor hereby agrees  that  this  Section
          6.19  shall not prohibit (i) the incurrence by any  SPE
          Subsidiary  of any Bayview Indebtedness to  the  extent
          permitted to be incurred under Section 6.3(o) and  (ii)
          the formation by CF Delaware of the SPE Subsidiaries.

          (K)   Section 8.1 to the Letter of Credit Agreement  is
     hereby  amended by adding a new subsection  (p)  and  a  new
     subsection (q) to read in their entirety as follows:

               (p) A drawing is made by Bayview under any Bayview
          Letter of Credit.

               (q)   A   default  or  breach  occurs  under   any
          agreement,  document  or  instrument  relating  to  any
          Bayview  Indebtedness  that is  not  cured  within  the
          applicable  grace period therefor and such  default  or
          breach  (i)  involves the failure to make  any  payment
          when  due  in  respect of such Bayview Indebtedness  or
          (ii)  causes,  or  permits any holder of  such  Bayview
          Indebtedness  to  cause, such Bayview  Indebtedness  to
          become due prior to its stated maturity or prior to its
          regularly   scheduled  dates  of   payment,   or   cash
          collateral in respect thereof to be demanded,  in  each
          case, regardless of whether such default is waived,  or
          such right is exercised, by such holder.

          (L)   Disclosure Schedule 3.8 to the Letter  of  Credit
     Agreement  is hereby amended by adding to such schedule  the
     following Subsidiaries:

               CF MovesU.com Incorporated, a Delaware corporation
               CFCD 2002 Member LLC, a Delaware limited liability
               company
               CFCD 2002 LLC, a Delaware limited liability
               company
               CFL Holding Ltd., an Alberta corporation

          (M)   Annex  A  to  the Letter of Credit  Agreement  is
     hereby  amended  by  deleting therefrom the  definitions  of
     "Applicable  L/C  Margin",  "Commitment"  "Guarantors"   and
     "Subsidiary Guaranty" in their entirety and substituting the
     following definitions in lieu thereof:

                "Applicable L/C Margin" shall mean  a  per  annum
          rate equal to 2.25%.

                "Commitment" shall mean commitment of Creditor to
          incur  Letter  of Credit Obligations, which  commitment
          shall    be   One   Hundred   Fifty   Million   Dollars
          ($150,000,000) on the Closing Date, as such amount  may
          be adjusted, if at all, from time to time in accordance
          with this Agreement.

                "Guarantors" shall mean each Domestic  Subsidiary
          of  Debtor  (other than the Receivables Subsidiary  and
          SPE  Subsidiaries) and each other Person, if any, which
          executes  a  guarantee  or other similar  agreement  in
          favor  of  Creditor in connection with the transactions
          contemplated by this Agreement and the other Letter  of
          Credit Documents.

                "Subsidiary  Guaranty" shall mean the  Subsidiary
          Guaranty, dated as of April 27, 2001, executed  by  all
          Domestic   Subsidiaries  of  Debtor  (other  than   the
          Receivables Subsidiary and SPE Subsidiaries)  in  favor
          of Creditor.

          (N)   Annex  A  to  the Letter of Credit  Agreement  is
     hereby  further amended by adding in alphabetical order  the
     following definitions:

               "Bayview"  shall  mean Bayview  Financial  Trading
          Group, L.P., together with its successors and assigns.

               "Bayview   Commitment  Letter"  shall  mean   that
          certain commitment letter dated as of January 18,  2002
          from  Bayview  to Debtor, as amended by  those  certain
          letter  amendments  dated as of February  1,  2002  and
          February  7,  2002 from Bayview to Debtor, and  without
          giving  effect  to  any other amendments,  supplements,
          replacements  or restatements thereof or  thereto  that
          have not been consented to in writing by Creditor.

               "Bayview  Indebtedness"  shall  have  the  meaning
          ascribed to such term in Section 6.3(o).

               "Bayview   Letters   of   Credit"   shall    mean,
          collectively, those certain Letters of Credit issued by
          Debtor to Bayview on the Eight Amendment Effective Date
          and identified on Schedule 1 to the Eighth Amendment to
          Letter of Credit Agreements, to secure a portion of (i)
          the  principal and interest payments owing by  the  SPE
          Subsidiaries  to  Bayview in  respect  of  the  Bayview
          Indebtedness  and  (ii)  the  obligations  of  the  SPE
          Subsidiaries  in  respect  of  real  estate  taxes   or
          property  or  casualty insurance covering the  Conveyed
          Properties.

               "Conveyed  Properties" shall mean and include  the
          real  properties  listed on Schedule 2  to  the  Eighth
          Amendment to Letter of Credit Agreements, together with
          all  buildings and improvements located thereon and all
          fixtures,   equipment  and  appliances  used   in   the
          operation  of  such  buildings as buildings,  including
          heating and air conditioning systems and other building
          systems used to provide utility services, heating,  air
          conditioning  and  ventilation, life safety,  or  other
          services  thereto, but excluding the trucks, forklifts,
          scales,  computers,  trade signage showing  any  Credit
          Party's name, and other personal property which is part
          of   any  Credit  Party's  business  operations   being
          conducted   on   such  real  properties   or   accounts
          receivable  arising  from any Credit  Party's  business
          operations being conducted on such real properties.

               "Eighth  Amendment  Effective  Date"  shall   mean
          February 19, 2002.

               "Eight  Amendment to Letter of Credit  Agreements"
          shall  mean that certain Eighth Amendment to Letter  of
          Credit Agreements dated as of February 19, 2002 by  and
          among   Debtor,  the  other  Credit  Parties  signatory
          thereto and Creditor.

               "SPE  Subsidiaries" shall mean, collectively, CFCD
          2002  Member LLC, a Delaware limited liability company,
          and   CFCD  2002  LLC,  a  Delaware  limited  liability
          company.

          (O)   Annex  C  to  the Letter of Credit  Agreement  is
     hereby  amended by deleting such annex in its  entirety  and
     replacing it with a new Annex C in the form attached  hereto
     as Exhibit A.

          3.   No Other Amendments.  Except for the waiver expressly set
forth  and  referred to in Section 1 and the amendments expressly
set  forth  and referred to in Section 2, each of the  Letter  of
Credit  Agreements shall remain unchanged and in full  force  and
effect.   Nothing  in  this Amendment is  intended  or  shall  be
construed  to  be  a  novation of any of  the  Letter  of  Credit
Agreements  or  to  affect, modify or impair  the  continuity  or
perfection   of   the  Creditor's  Liens  under  the   Collateral
Documents.  Without limiting the generality of the foregoing, the
parties  hereto hereby acknowledge and agree that this  Amendment
is  not intended to nor shall it be construed as (i) waiving  any
conditions  precedent under Section 2.2 of the Letter  of  Credit
Agreement  with respect to any Letter of Credit now or  hereafter
requested  by  Debtor to be issued to Bayview  Financial  Trading
Group,  L.P.  (or  its  successors and  assigns)  to  secure  any
obligations of the SPE Subsidiaries (as such term is  defined  in
Section  2  of  this  Amendment) in respect of any  environmental
condition  on  or relating to any of the Conveyed Properties  (as
such  term  is defined in Section 2 of this Amendment),  or  (ii)
waiving any Default or Event of Default that now or hereafter may
exist  as a result of any transactions between or among CFLH  and
CF Delaware, except for those transactions specifically described
in clauses (a) and (b) of Section 1 of this Amendment.


          4.   Representations and Warranties.  To induce GE Capital to
enter  into  this Amendment, Debtor and each of the other  Credit
Parties  hereby  warrant, represent and covenant  to  GE  Capital
that:  (a) this Amendment has been duly authorized, executed  and
delivered by Debtor and each Credit Party signatory thereto,  (b)
after  giving effect to this Amendment, no Termination  Event  or
Event  of Default has occurred and is continuing as of this date,
(c)   after  giving  effect  to  this  Amendment,  all   of   the
representations  and warranties made by Debtor  and  each  Credit
Party  in the Letter of Credit Agreement are true and correct  in
all  material  respects on and as of the date of  this  Amendment
(except to the extent that any such representations or warranties
expressly referred to a specific prior date) and (d)  the  Credit
Parties  have  provided  GE  Capital with  a  true,  correct  and
complete  copy of the Bayview Commitment Letter and no amendment,
supplement,  replacement or restatement thereof  or  thereto  has
been  made  except  as  reflected in  the  copy  of  the  Bayview
Commitment  Letter delivered to GE Capital.  Any  breach  in  any
material  respect by Debtor or any Credit Party  of  any  of  its
representations and warranties contained in this Section 4  shall
be an Event of Default under the Letter of Credit Agreement.
5.   Ratification and Acknowledgment.  Debtor and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Letter of Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other
Letter of Credit Documents to which Debtor or any Credit Party is
a party), effective as of the date hereof.
6.   Estoppel.  To induce GE Capital to enter into this
Amendment, Debtor and each  of the other Credit Parties hereby
acknowledge and agree that, as of the date hereof, there exists
no right of offset, defense or counterclaim in favor of Debtor or
any Credit Party as against GE Capital with respect to the
obligations of Debtor or any Credit Party to GE Capital under the
Letter of Credit Agreement or the other Letter of Credit
Agreement Documents, either with or without giving effect to this
Amendment.

          7.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, upon (a) receipt by the
Creditor of this Amendment, duly executed, completed and
delivered by Debtor and each other Credit Party, in form and
substance satisfactory to GE Capital (b) the Sixth Amendment to
Credit Agreement dated February 19, 2002, among Debtor, the other
credit parties signatory thereto and GE Capital shall have been
executed and delivered to GE Capital and be in full force and
effect, (c) the Seventh Amendment to Securitization Agreements,
dated February 19, 2002, among Consolidated Freightways Funding
LLC, Consolidated Freightways Corporation of Delaware and GE
Capital  shall have been executed and delivered to GE Capital and
be in full force and effect, (d) receipt by the Creditor of Side
Letter Agreement dated the date hereof, duly executed, completed
and delivered by Debtor and Creditor, and (e) the SPE
Subsidiaries shall have incurred not less than $20,000,000 in
Bayview Indebtedness in accordance with the terms of Section
6.3(o) of the Letter of Credit Agreement as amended hereby and
the proceeds of such Bayview Indebtedness shall have been used in
accordance with the requirements of Section 6.3(o) and Section
6.8(i)(c)(i) of the Letter of Credit Agreement as amended hereby.
Upon the effective date of this Amendment, the waivers set forth
in Section 1 and the amendments set forth in Section 2 of this
Amendment shall become effective as of the effective date of this
Amendment.


          8.   Reimbursement of Expenses.  Debtor and each of the other
Credit  Parties hereby agree that Debtor and each  of  the  other
Credit Parties shall reimburse GE Capital on demand for all costs
and  expenses (including without limitation reasonable attorney's
fees)  incurred by GE Capital in connection with the negotiation,
documentation  and consummation of this Amendment and  the  other
documents executed in connection herewith and therewith  and  the
transactions contemplated hereby and thereby.
9.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.
10.  Severability of Provisions.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.  To
the extent permitted by applicable law, Debtor and each of the
other Credit Parties hereby waive any provision of law that
renders any provision hereof prohibited or unenforceable in any
respect.

          11.  Counterparts.  This Amendment may be executed in any number
of  several  counterparts,  all  of  which  shall  be  deemed  to
constitute  but  one  original and  shall  be  binding  upon  all
parties, their successors and permitted assigns.
12.  Entire Agreement.  The Letter of Credit Agreement as amended
by this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter hereof and
supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.

          [Remainder of page intentionally blank; next page is
signature page]


          IN WITNESS WHEREOF, the parties have caused
this Eighth Amendment to Letter of Credit Agreements to be duly
executed by their respective officers thereunto duly authorized,
as of the date first above written.



                         DEBTOR:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By
                         Name:
                         Title:


                         CREDITOR:

                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By
                         Name:     Craig Winslow
                              Its Duly Authorized Signatory


                         SUBSIDIARY GUARANTORS:


                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE


                         By:
                         Name:
                         Title:


                         CF AIRFREIGHT CORPORATION


                         By:
                         Name:
                         Title:


                         REDWOOD SYSTEMS, INC.


                         By:
                         Name:
                         Title:


                         LELAND JAMES SERVICE CORPORATION


                         By:
                         Name:
                         Title:


                         CF MOVESU.COM INCORPORATED


                         By:
                         Name:
                         Title:



                            EXHIBIT A

                     ANNEX C (Section 6.10)
                               to
                        CREDIT AGREEMENT

                       FINANCIAL COVENANTS

          (a)   Minimum Fixed Charge Coverage Ratio.  The  Debtor
and  its Subsidiaries shall have on a consolidated basis,  as  of
the  end  of each Fiscal Quarter set forth below, a Fixed  Charge
Coverage  Ratio for the period set forth below of not  less  than
the following:

          Fiscal Quarter             Minimum Fixed
                                         Charge
                                     Coverage Ratio

          for the Rolling Period      0.20 to 1.00
          ending September 30,
          2001

          for the Rolling Period      0.01 to 1.00
          ending December 31, 2001

          for the three month        -1.00 to 1.00
          period ending March 31,
          2002

          for the sixth month        -0.10 to l.00
          period ending June 30,
          2002

          for the nine month          0.50 to 1.00
          period ending September
          30, 2002

          for the Rolling Period      0.80 to 1.00
          ending December 31, 2002

          for the Rolling Period      1.70 to 1.00
          ending on each Fiscal
          Quarter thereafter



          (b)   Minimum  Tangible  Net  Worth.   Debtor  and  its
Subsidiaries  on a consolidated basis shall have a  Tangible  Net
Worth,  (i) as of the Closing Date and as of the end of  each  of
the  second  and third Fiscal Quarters of the Fiscal Year  ending
December 31, 2001, of not less than $180,000,000, (ii) as of  the
end  of  the  fourth  Fiscal Quarter of the  Fiscal  Year  ending
December 31, 2001, of not less than $150,000,000, (iii) as of the
end of each of the first, second and third Fiscal Quarters of the
Fiscal   Year  ending  December  31,  2002,  of  not  less   than
$120,000,000, and (iv) as of the end of the fourth Fiscal Quarter
of  the Fiscal Year ending December 31, 2002 and as of the end of
each of the first, second and third Fiscal Quarters of the Fiscal
Year  ending  December 31, 2003, of not less  than  $130,000,000.
Thereafter,  Debtor and its Subsidiaries on a consolidated  basis
shall  have, as of the end of each Fiscal Year ending on or after
December  31,  2003  (each such Fiscal  Year  herein  called  the
"Subject  Fiscal  Year") and as of the end  of  the  first  three
Fiscal  Quarters  of the immediately succeeding  Fiscal  Year,  a
Tangible  Net Worth of not less than the sum of (i)  the  minimum
Tangible  Net Worth required hereunder for the Fiscal Year  which
immediately  preceded  the Subject Fiscal  Year  (or,  where  the
Subject Fiscal Year is the Fiscal Year ending December 31,  2003,
the  sum  of  $130,000,000) plus (ii) an amount  equal  to  fifty
percent  (50%) of the positive net income of the Debtor  and  its
Subsidiaries on a consolidated basis for the Subject Fiscal  Year
plus  (iii) an amount equal to one hundred percent (100%) of  the
amount  of  any  equity raised by or capital contributed  to  the
Debtor  during  the Subject Fiscal Year (in the  case  of  equity
raised  or  capital contributed, net of the bona fide, reasonable
expenses, if any, relating to the raising of such equity or  such
capital  contribution and paid to Persons who are not  Affiliates
of the Debtor).

          (b)  Minimum EBITDA.  Debtor and its Subsidiaries shall
have on a consolidated basis, for each period set forth below, an
EBITDA for such period of not less than the following:

          Fiscal Quarter            Minimum EBITDA

          for the Rolling Period    $8,000,000
          ending September 30,
          2001

          for the Rolling Period    -$3,200,000
          ending December 31, 2001

          for the three month       -$7,900,000
          period ending March 31,
          2002

          for the sixth month       $5,600,000
          period ending June 30,
          2002

          for the nine month        $24,400,000
          period ending September
          30, 2002

          for the Rolling Period    $43,800,000
          ending December 31, 2002

          for the Rolling Period    $80,000,000
          ending on each Fiscal
          Quarter thereafter



          (d)   Maximum  Capital Expenditures.   Debtor  and  its
Subsidiaries shall not make or incur any Capital Expenditures if,
after  giving effect thereto, the aggregate amount of all Capital
Expenditures  made  or  incurred by Debtor and  its  Subsidiaries
during  any period of four (4) consecutive Fiscal Quarters  would
exceed the amounts set forth below for such period:

          Four Consecutive Fiscal   Maximum Capital
          Quarters Ending           Expenditures

          Fiscal Quarter ending     $35,000,000
          June 30, 2001

          Fiscal Quarter ending     $36,000,000
          September 30, 2001

          Fiscal Quarter ending     $30,000,000
          December 31, 2001

          Fiscal Quarter ending     $25,000,000
          March 31, 2002 and for
          each Fiscal Quarter
          thereafter



          Capitalized  terms  used  in  this  Annex  C  and   not
otherwise  defined  below  shall  have  the  respective  meanings
ascribed to them in Annex A.  The following terms shall have  the
respective meanings set forth below:

          "Capital Expenditures" shall mean, with respect to  any
Person,  all  expenditures (by the expenditure  of  cash  or  the
incurrence  of Indebtedness) by such Person during any  measuring
period  for any fixed assets or improvements or for replacements,
substitutions  or additions thereto, that have a useful  life  of
more  than one year and that are required to be capitalized under
GAAP, but excluding (i) Capital Expenditures of the Debtor or any
Subsidiary Guarantor financed by the incurrence of Term  Debt  to
the  extent that such Term Debt is permitted to be incurred under
Section  6.3, provided that on or prior to the date of incurrence
of  such  Term Debt, Debtor has furnished to Creditor  a  written
statement  of sources and uses of such Term Debt, which statement
describes  with particularity the principal amount  of  the  Term
Debt  to  be  used for the proposed Capital Expenditure  and  the
fixed   assets   or   improvements  to  be  acquired,   replaced,
substituted or added to in connection with such proposed  Capital
Expenditure, (ii) the purchase of the Vancouver Property  by  the
Debtor,  provided that to the extent the purchase  price  of  the
Vancouver  Property  exceeds $25,000,000, such  excess  shall  be
included  as  a  Capital Expenditure for purposes of  determining
compliance  with  the  Maximum Capital Expenditure  covenant  set
forth  in  paragraph  (d)  of this Annex  C,  (iii)  any  Capital
Expenditures  incurred  by  the Debtor  in  connection  with  the
refinancing of the Participation Agreement, provided that to  the
extent  that  such Capital Expenditures exceed $22,500,000,  such
excess shall be included as a Capital Expenditure for purposes of
determining  compliance  with  the  Maximum  Capital  Expenditure
covenant  set forth in paragraph (d) of this Annex  C,  (iv)  any
purchase  by  the  Debtor or any Subsidiary of  fixed  assets  or
improvements to the extent that such purchase qualifies for like-
kind  tax treatment under Section 1031 of the IRC, provided  that
such  exclusion from Capital Expenditures under this clause  (iv)
shall be limited to an amount not to exceed the lesser of (x) the
cash   proceeds  received  from  the  transfer  of  the  property
relinquished  in  the like-kind exchange, assuming  for  purposes
hereof  that the Debtor or Subsidiary does not qualify for  like-
kind  tax  treatment under Section 1031 of the IRC in  connection
with  such  transfer  and (y) the value of the  fixed  assets  or
improvements  purchased by the Debtor in the subject  transaction
which qualifies for like-kind tax treatment under Section 1031 of
the  IRC,  (v)  any purchase by the Debtor or any  Subsidiary  of
fixed assets or improvements with the proceeds received from  the
sale of the Menlo Park Property, provided that on or prior to the
date  of  any such Capital Expenditures, Debtor has furnished  to
Creditor  a written statement of sources and uses of the proceeds
from  the  sale  of  the  Menlo Park  Property,  which  statement
describes with particularity the amount of the proceeds from  the
sale  of  the  Menlo Park Property to be used  for  the  proposed
Capital  Expenditure and the fixed assets or improvements  to  be
acquired,  replaced, substituted or added to in  connection  with
such proposed Capital Expenditures, and (vi) such other items  as
Debtor and Creditor may agree in writing to exclude.

          "EBITDA" shall mean, with respect to any Person for any
fiscal period, the amount equal to (a) consolidated net income of
such  Person  for  such  period, plus (b)  the  sum  of  (i)  any
provision  for  income taxes, (ii) Interest Expense,  (iii)  loss
from  extraordinary items for such period, (iv) depreciation  and
amortization  for  such period, (v) amortized debt  discount  for
such period, (vi) the amount of any deduction to consolidated net
income  as  the  result  of  any grant  to  any  members  of  the
management of such Person of any Stock, and (vii) Lease Expenses,
in  each  case  to  the  extent included in  the  calculation  of
consolidated  net  income  of such  Person  for  such  period  in
accordance with GAAP, but without duplication, minus (c) the  sum
of  (i) income tax credits, (ii) interest income, (iii) gain from
extraordinary items for such period, (iv) any aggregate net  gain
(but  not any aggregate net loss) during such period arising from
the sale, exchange or other disposition of capital assets by such
Person   (including  any  fixed  assets,  whether   tangible   or
intangible,   all   inventory  sold  in  conjunction   with   the
disposition  of fixed assets and all securities),  provided  that
there shall be excluded from the amount of any aggregate net gain
under this clause (iv), in solely the Fiscal Quarter ending March
31,  2001,  an amount equal to the lesser of (x) $19,200,000  and
(y) the actual gain recognized by the Debtor and its Subsidiaries
from the sale of its Portland, Oregon administrative complex  and
(v)  any other non-cash gains that have been added in determining
consolidated  net  income (including LIFO adjustments),  in  each
case  to  the  extent included in the calculation of consolidated
net  income  of  such Person for such period in  accordance  with
GAAP, but without duplication,.  For purposes of this definition,
the following items shall be excluded in determining consolidated
net  income of a Person: (A) the income (or deficit) of any other
Person  accrued prior to the date it became a Subsidiary  of,  or
was  merged  or  consolidated into, such Person or  any  of  such
Person's  Subsidiaries; (B) the income (or deficit) of any  other
Person  (other  than a Subsidiary) in which such  Person  has  an
ownership  interest,  except to the extent any  such  income  has
actually  been  received  by such Person  in  the  form  of  cash
dividends or distributions; (C) the undistributed earnings of any
Subsidiary  of such Person to the extent that the declaration  or
payment  of dividends or similar distributions by such Subsidiary
is  not  at  the  time permitted by the terms of any  contractual
obligation  or requirement of law applicable to such  Subsidiary;
(D)  any restoration to income of any contingency reserve, except
to  the  extent that provision for such reserve was made  out  of
income accrued during such period; (E) any write-up of any asset;
(F)  any  net  gain from the collection of the proceeds  of  life
insurance policies; (G) any net gain arising from the acquisition
of  any  securities, or the extinguishment, under  GAAP,  of  any
Indebtedness, of such Person, (H) in the case of a  successor  to
such Person by consolidation or merger or as a transferee of  its
assets,   any   earnings  of  such  successor   prior   to   such
consolidation, merger or transfer of assets, and (I) any deferred
credit  representing the excess of equity in  any  Subsidiary  of
such  Person  at the date of acquisition of such Subsidiary  over
the cost to such Person of the investment in such Subsidiary.

          "Fixed  Charges" shall mean, with respect to any Person
for any fiscal period, the aggregate of, without duplication, (a)
all  Interest  Expense and Lease Expense paid or  accrued  during
such  period,  plus  (b)  all  regularly  scheduled  payments  of
principal  or  implied  principal with  respect  to  Indebtedness
(including  any  lease payments by any Person in respect  of  any
Capital  Leases,  any Sale-Leaseback Debt, any Vancouver  Secured
Debt or any Bayview Indebtedness) due or made during such period,
plus  (c) all Restricted Payments made during such period  (other
than  Permitted  Stock Repurchases covered by Section  6.14(vii))
plus (d) any cash payments made by such Person in connection with
any Permitted Acquisitions.

          "Fixed  Charge Coverage Ratio" shall mean, with respect
to  any Person for any fiscal period, the ratio of (i) the sum of
(x)  EBITDA for such period less (y) cash taxes made during  such
period to (ii) Fixed Charges for such period.

          "Interest  Expense"  shall mean, with  respect  to  any
Person  for  any  fiscal period, the sum of (a) interest  expense
(whether   cash  or  non-cash)  of  such  Person  determined   in
accordance with GAAP for the relevant period ended on such  date,
including  (i)  amortization of original issue  discount  on  any
Indebtedness  and  of  all fees payable in  connection  with  the
incurrence  of  such  Indebtedness (to  the  extent  included  in
interest  expense),  (ii) the interest portion  of  any  deferred
payment  obligation, (iii) the interest component of any  Capital
Lease Obligation plus (b) the amount of any Letter of Credit  Fee
(as  such term is defined in the Letter of Credit Agreement) paid
during  the  relevant period ended on such  date,  plus  (c)  the
amount of any payments by such Person, as lessee, under any sale-
leaseback or synthetic lease transaction.

          "Lease Expenses" shall mean, with respect to any Person
for  any fiscal period, the aggregate rental obligations of  such
Person  determined in accordance with GAAP that  are  payable  in
respect of such period under operating leases of equipment having
an original non-cancelable term (as determined in accordance with
GAAP)  in  excess of twelve months (net of income from  subleases
thereof, but including taxes, insurance, maintenance and  similar
expenses  that the lessee is obligated to pay under the terms  of
such  leases), whether or not such obligations are  reflected  as
liabilities  or  commitments on a consolidated balance  sheet  of
such Person or in the notes thereto, excluding, however, any such
obligations under Capital Leases.

          "Net  Worth" shall mean, with respect to any Person  as
of any date of determination, (a) the book value of the assets of
such Person, minus (b) reserves applicable thereto, minus (c) all
of  such  Person's liabilities on a consolidated basis (including
accrued  and  deferred  income  taxes),  all  as  determined   in
accordance with GAAP.

          "Rolling  Period"  shall mean, as of  the  end  of  any
Fiscal   Quarter,  the  immediately  preceding  four  (4)  Fiscal
Quarters, including the Fiscal Quarter then ending.

          "Tangible  Net Worth" shall mean, with respect  to  any
Person  at  any date, the Net Worth of such Person at such  date,
(x)  excluding,  however,  from the determination  of  the  total
assets at such date, (a) all goodwill, capitalized organizational
expenses,   capitalized   research  and   development   expenses,
trademarks,    trade   names,   copyrights,    patents,    patent
applications, licenses (excluding software licenses)  and  rights
in  any  thereof, and other intangible items (other than software
licenses),  (b)  all unamortized debt discount and  expense,  (c)
treasury  Stock, and (d) any write-up in the book  value  of  any
asset resulting from a revaluation thereof, but (y) including any
non-cash  valuation reserves for deferred taxes and any  foregone
tax  benefits  provided  that such reserves  are  established  in
accordance with Financial Accounting Standard Number 109  and  do
not  result  in  an  increase in such Person's  future  cash  tax
payments.

Rules of Construction Concerning Financial Covenants.  Unless
otherwise specifically provided therein, any accounting term used
in any Loan Document shall have the meaning customarily given
such term in accordance with GAAP, and all financial computations
thereunder shall be computed in accordance with GAAP consistently
applied.  That certain items or computations are explicitly
modified by the phrase "in accordance with GAAP" shall in no way
be construed to limit the foregoing.  If any Accounting Changes
occur and such changes result in a change in the calculation of
the financial covenants, standards or terms used in any Loan
Document, then the parties thereto agree to enter into
negotiations in order to amend such provisions so as to equitably
reflect such Accounting Changes with the desired result that the
criteria for evaluating the financial condition of such Persons
and their Subsidiaries shall be the same after such Accounting
Changes as if such Accounting Changes had not been made.  If the
parties thereto agree upon the required amendments thereto, then
after appropriate amendments have been executed and the
underlying Accounting Change with respect thereto has been
implemented, any reference to GAAP contained therein shall, only
to the extent of such Accounting Change, refer to GAAP
consistently applied after giving effect to the implementation of
such Accounting Change.  If such parties cannot agree upon the
required amendments within 30 days following the date of
implementation of any Accounting Change, then all financial
statements delivered and all calculations of financial covenants
and other standards and terms in accordance with the Related
Documents shall be prepared, delivered and made without regard to
the underlying Accounting Change.