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, 2000

                                     OR

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

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


                        Commission File Number  1-12149


                    CONSOLIDATED FREIGHTWAYS CORPORATION


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

                   16400 S.E. CF Way, Vancouver, WA  98683
                       Telephone Number (360) 448-4000


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, 2000: 21,658,943




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

____________________________________________________________________________
____________________________________________________________________________

                                    INDEX



  PART I.  FINANCIAL INFORMATION                                  Page

  Item 1. Financial Statements

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

          Statements of Consolidated Operations -
            Three and Nine Months Ended
             September 30, 2000 and 1999                           5

          Statements of Consolidated Cash Flows -
            Nine Months Ended September 30, 2000 and 1999          6

          Notes to Consolidated Financial Statements               7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations         12

  Item 3. Quantitative and Qualitative Disclosures
             About Market Risk                                    16



PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                       16

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


SIGNATURES                                                        17



                        PART I. FINANCIAL INFORMATION
                        ITEM 1. Financial Statements

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                                                   September 30,   December 31,
                                                      2000            1999

                                                      (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   62,469     $   49,050
   Trade accounts receivable, net of allowances        329,298        343,198
   Other receivables                                     9,442          6,524
   Operating supplies, at lower of average
     cost or market                                      8,363          9,268
   Prepaid expenses                                     40,189         41,405
   Deferred income taxes                                75,478         21,567
      Total Current Assets                             525,239        471,012

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 82,785         82,701
   Buildings and improvements                          344,444        354,012
   Revenue equipment                                   527,063        545,129
   Other equipment and leasehold improvements          149,728        139,408
                                                     1,104,020      1,121,250
   Accumulated depreciation and amortization          (752,229)      (752,298)
                                                       351,791        368,952
OTHER ASSETS
   Deposits and other assets                            58,686         57,712
   Deferred income taxes                                 7,722         18,596
                                                        66,408         76,308

TOTAL ASSETS                                        $  943,438     $  916,272



      The accompanying notes are an integral part of these statements.


                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                    September 30,  December 31,
                                                       2000          1999

                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  88,028      $  98,701
   Accrued liabilities                                224,653        202,287
   Accrued claims costs                                83,221         78,584
   Federal and other income taxes                      17,113         16,883
   Other current liabilities                            6,702             --
      Total Current Liabilities                       419,717        396,455

LONG-TERM LIABILITIES
   Long-term debt                                      15,100         15,100
   Accrued claims costs                                95,810         97,839
   Employee benefits                                  123,615        121,783
   Other liabilities and deferred credits              30,618         26,533
      Total Liabilities                               684,860        657,710

SHAREHOLDERS' EQUITY
   Preferred stock, $.01 par value; authorized
     5,000,000 shares; issued none                         --             --
   Common stock, $.01 par value; authorized
     50,000,000 shares; issued 23,133,848 shares          231            231
   Additional paid-in capital                          76,486         77,406
   Accumulated other comprehensive loss               (10,155)       (10,087)
   Retained earnings                                  206,081        207,632
   Treasury stock, at cost (1,605,240 and 1,863,691
     shares, respectively)                            (14,065)       (16,620)
       Total Shareholders' Equity                     258,578        258,562

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 943,438      $ 916,272



      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 data)


                                     For the Three              For the Nine
                                     Months  Ended              Months Ended
                                      September 30,             September 30,
                                  2000           1999         2000         1999

<S>                          <C>           <C>            <C>           <C>
REVENUES                     $   592,902   $   625,547    $ 1,772,632   $ 1,773,536


COSTS AND EXPENSES
    Salaries, wages and
      benefits                   372,923       396,109      1,130,554     1,134,290
    Operating expenses           109,279       107,224        336,040       299,224
    Purchased transportation      54,010        65,358        149,465       176,475
    Operating taxes and
      licenses                    16,932        18,103         53,492        52,479
    Claims and insurance          21,490        15,289         57,001        43,797
    Depreciation                  12,674        13,741         39,596        39,394

                                 587,308       615,824      1,766,148     1,745,659

OPERATING INCOME                   5,594         9,723          6,484        27,877


OTHER INCOME (EXPENSE)
   Investment income                 339           619          1,231         2,273
   Interest expense               (1,273)         (922)        (3,580)       (2,840)
   Miscellaneous, net                (95)          (56)        (4,327)         (641)
                                  (1,029)         (359)        (6,676)       (1,208)

Income (loss) before income
     taxes                         4,565         9,364           (192)       26,669
Income taxes                       3,244         4,634          1,359        12,681

NET INCOME (LOSS)            $     1,321   $     4,730    $    (1,551)  $    13,988

Basic average shares
   outstanding                21,507,159    22,564,538     21,439,193    22,599,509

Diluted average shares
   outstanding                21,531,817    22,564,538     21,447,412    22,874,547


Basic Earnings (Loss)
   per Share:                $      0.06   $      0.21    $     (0.07)  $      0.62

Diluted Earnings (Loss)
   per Share:                $      0.06   $      0.21    $     (0.07)  $      0.61

</TABLE>


      The accompanying notes are an integral part of these statements.


                    CONSOLIDATED FREIGHTWAYS CORPORATION
                               AND SUBSIDIARIES
                    STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                       Nine Months Ended
                                                         September 30,
                                                      2000         1999
                                                    (Dollars in thousands)

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

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                      (1,551)       13,988
Adjustments to reconcile net income
  (loss) to net cash provided by
  operating activities:
Depreciation and amortization                          44,779        43,279
Decrease in deferred income taxes                     (33,862)       (6,563)
Gains from property disposals, net                    (11,849)         (898)
Issuance of common stock under stock
  compensation plans                                    1,902           228
Changes in assets and liabilities, net of
     effects from acquisition of FirstAir Inc.
   Receivables                                         12,635       (47,243)
   Prepaid expenses                                     1,290         1,190
   Accounts payable                                   (13,446)        3,480
   Accrued liabilities                                 21,539        28,663
   Accrued claims costs                                 2,577        (6,478)
   Income taxes                                           230         5,829
   Employee benefits                                    1,832         5,304
   Other                                                5,117        (5,252)
   Net Cash Provided by Operating Activities           31,193        35,527

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (30,062)      (42,599)
   Software expenditures                               (5,114)      (20,486)
   Proceeds from sales of property                     19,536         4,569
   Acquisition of FirstAir Inc., net of
       cash acquired                                   (1,176)           --
   Net Cash Used by Investing Activities              (16,816)      (58,516)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net payments of short-term borrowings                 (691)           --
   Purchase of common stock                              (267)       (4,412)
   Net Cash Used by Financing Activities                 (958)       (4,412)

Increase (Decrease) in Cash and Cash Equivalents       13,419       (27,401)

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  62,469     $  95,680



      The accompanying notes are an integral part of these statements.



                CONSOLIDATED FREIGHTWAYS CORPORATION
                           AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

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

      There  were no significant changes in the Company's commitments
and  contingencies as previously described in the 1999 Annual  Report
to  Shareholders  and  related annual report to  the  Securities  and
Exchange  Commission on Form 10-K, except as discussed in Footnote  8
below, regarding settlement of tax liabilities.


2. Segment and Geographic Information

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

Geographic Information

(Dollars in thousands)

                  Three Months Ended             Nine Months Ended
                     September 30,                  September 30,
                   2000      1999                2000         1999

Revenues
United States    $555,917  $591,922          $1,663,169   $1,678,851
Canada             36,985    33,625             109,463       94,685
Total            $592,902  $625,547          $1,772,632   $1,773,536

Geographic Information (continued)

                                       As of
                                    September 30,
                                   2000       1999

Property, Plant and Equipment
United States                    $315,454   $330,101
Canada                             36,337     31,620
Total                            $351,791   $361,721



3.  Acquisition of FirstAir Inc.

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


4. Stock Compensation

      As  of  September  30, 2000, there were 1,204,000  granted  but
unissued  restricted common shares remaining from grants  made  under
the  Company's various stock incentive plans.  The shares  vest  over
time  and  are  contingent  upon the Company's  average  stock  price
achieving  pre-determined increases over  the  grant  prices  for  10
consecutive  trading days.  Compensation expense is recognized  based
upon the stock price when the minimum stock price is achieved.  As of
September  30,  2000,  the stock price was below  the  pre-determined
levels required for vesting.

      In June, the Company granted 1,243,600 stock options to certain
designated  employees at $4.72 per share, equal to the closing  stock
price  on the date of the grant. The options vest twenty-five percent
on  each of the following dates: July 15, 2000; May 16, 2001; May 16,
2002; and May 16, 2003.


5. Earnings (Loss) per Share

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

(Dollars in thousands except per share amounts)

                                          Weighted
           Three                          Average           Earnings
       Months  Ended      Net Income       Shares          Per Share

     September 30, 2000
      Basic                $ 1,321        21,507,159          $0.06
      Dilutive effect of
        restricted stock
        and stock options       --            24,658             --
      Diluted              $ 1,321        21,531,817          $0.06

     September 30, 1999
      Basic                $ 4,730        22,564,538          $0.21
      Dilutive effect of
        restricted stock
        and stock options      --                 --             --
      Diluted              $ 4,730        22,564,538          $0.21


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

     September 30, 2000
      Basic                $(1,551)       21,439,193          $(0.07)
      Dilutive effect of
        restricted stock
        and stock options       --             8,219              --
      Diluted              $(1,551)       21,447,412          $(0.07)

     September 30, 1999
      Basic                $13,988        22,599,509           $0.62
      Dilutive effect of
        restricted stock
        and stock options       --           275,038           (0.01)
      Diluted              $13,988        22,874,547           $0.61



6. Comprehensive Income (Loss)

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

(Dollars in thousands)
                                           Three                   Nine
                                        Months Ended            Months Ended
                                        September 30,          September 30,
                                      2000       1999          2000      1999

Net Income (Loss)                  $ 1,321     $ 4,730      $ (1,551) $ 13,988
Other Comprehensive Income (Loss):
  Foreign currency translation
   adjustments                          (5)       (223)          (68)    1,653
Comprehensive Income (Loss)        $ 1,316     $ 4,507      $ (1,619) $ 15,641


7.  Credit Facility

      On  September 27, 2000, the Company's unsecured  credit facility
was  amended, the primary effect of which was a reduction in the total
facility from  $175.0  million  to $155.0  million.   Borrowings under
the  agreement bear interest at LIBOR plus a margin. As   of September
30, 2000,  the Company had no short-term borrowings and $77.7  million
of letters  of  credit  outstanding.   The  continued  availability of
funds  under  this credit  facility   will  require  that  the Company
comply  with  certain financial  covenants,  the most  restrictive  of
which  requires  the Company to maintain a minimum tangible net worth.
The Company  is  in compliance  as of September 30, 2000 and   expects
to be in compliance with these covenants for the remainder of the year.


8. Contingencies

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

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

      Under a tax sharing agreement entered into between CNF and  the
Company  at  the  time of the spin-off, the Company is  obligated  to
reimburse the former parent for its share of any additional taxes and
interest that relate to the Company's business prior to the spin-off.
The Company has executed a tax settlement agreement that calls for  a
full  settlement  of  the tax sharing liability, except  for  certain
enumerated open tax items that are anticipated to be resolved  within
the  next 21 to 27 months.  The settlement entailed an immediate cash
payment  of  $16.7 million, transfer of approximately $1  million  of
real  property,  and the grant of tax obligations in  the  amount  of
$40.2  million.  Of this amount, $20.0 million is payable on May  15,
2004 and bears interest at 6.8% payable annually.  Of the other $20.2
million, $13.5 million was repaid in September.  As of September  30,
2000, the Company believes that it has accrued the necessary reserves
to  adequately provide for its entire liability to CNF under the  tax
sharing agreement.





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


     Revenues for the quarter ended September 30, 2000 decreased 5.2%
compared  to  the  same period last year due to a 12.0%  decrease  in
tonnage  levels.   Continued  refinement  of  the  Company's  freight
profile, a higher proportion of lighter weight freight in the  system
as  well  as  continued competition accounted  for  the  decrease  in
tonnage.   Shipments  decreased  8.2%  and  the  average  weight  per
shipment decreased 4.1%.  The tonnage decrease was offset by an  8.6%
increase  in  net revenue per hundredweight due to rate increases,  a
fuel  surcharge  and an improved freight profile.  Revenues  for  the
nine-month  period were flat compared with the prior year  despite  a
7.1%  decrease  in tonnage.  Tonnage decreased for the  same  reasons
noted  above  but was offset by an 8.1% increase in net  revenue  per
hundredweight.   Revenues in the quarter and nine-month  period  were
also  impacted  by the shutdown of Redwood Truckload,  the  Company's
owner-operator truckload subsidiary, in the second quarter.

      Salaries, wages and benefits decreased 5.9% in the quarter  due
primarily  to  lower tonnage levels.  An April contractual  wage  and
benefit increase and lower use of rail services impacted the quarter.
The  nine-month  period was flat despite lower tonnage,  for  reasons
noted  above,  as well as $4.0 million of severance  pay  due  to  an
administrative reorganization.

      Operating expenses increased 1.9% in the quarter and  12.3%  in
the  nine-month  period,  despite lower  tonnage,  due  primarily  to
continued  higher  fuel  costs.  The average  fuel  cost  per  gallon
increased  51.9%  in the quarter and 72.8% in the  nine-month  period
compared  with the prior year.  The Company has a fuel  surcharge  in
place  to  offset  the impact of the increased  fuel  costs.   Higher
information  systems costs and revenue equipment  lease  expense,  as
well  as  lower use of rail also impacted the quarter and  nine-month
period.   The  Company benefited from approximately $8.7  million  of
gains  on sales of terminal real estate properties during the quarter
and $11.7 million for the nine-month period.

      Purchased  transportation decreased  17.4%  and  15.3%  in  the
quarter  and  nine-month period, respectively, due to  lower  use  of
rail.   Rail  miles  as percentage of inter-city miles  decreased  to
25.4%  from 28.2% in the quarter and to 23.4% from 27.2% in the nine-
month  period  due to lower tonnage. The decrease also  reflects  the
lower  usage  of  owner-operators due  to  the  shutdown  of  Redwood
Truckload, the Company's owner-operator truckload subsidiary, in  the
second quarter.

      Operating  taxes  and licenses decreased 6.5%  in  the  quarter
primarily due to lower tonnage.  The nine-month period increased 1.9%
as  the impact of lower tonnage was offset by higher licensing  costs
due to changes in the fleet.

      Claims  and insurance increased 40.6% and 30.1% in the  quarter
and  nine-month  period, respectively, due to  higher-cost  vehicular
accidents and higher than anticipated cargo claims.

      Depreciation  decreased 7.8% in the  quarter  as  more  of  the
Company's  linehaul fleet became fully depreciated.   The  nine-month
period  remained flat as the aging fleet offset depreciation on  1999
acquisitions.

      The above resulted in operating income of $5.6 million for  the
quarter compared with $9.7 million in the same period last year.  The
operating  ratio declined to 99.1% from 98.4%.  Operating income  for
the nine-month period was $6.5 million compared with $27.9 million in
the prior year.  The operating ratio declined to 99.6% from 98.4%.

      Other  expense, net increased $0.7 million and $5.5 million  in
the  quarter  and  nine-month period, respectively primarily  due  to
interest  expense on tax obligations payable to CNF.  The  nine-month
period  also reflects a $4.0 million charge for settlement of  a  tax
liability with CNF.  Both periods also reflect lower income on short-
term investments as funds were used for capital expenditure purposes.

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

      Management  is  implementing an aggressive strategic  marketing
plan   emphasizing   the   strengths  of  the   Company's   long-haul
infrastructure  in  an  effort to grow the business  while  providing
acceptable returns.  As part of this plan, management is refining the
Company's freight profile by seeking and retaining only that business
that  provides  appropriate compensation  for  the  freight  handled.
However, this may result in continued tonnage declines in the  short-
term.   Additionally,  management implemented  a  5.8%  general  rate
increase effective August 1.  This should help offset an April 1 wage
and  benefit increase averaging 3.4% that will add approximately  $10
million  of  expense  in  the  remainder  of  2000.  As  part  of  an
administrative  reorganization  to  reduce  costs,  the  Company   is
consolidating  its corporate headquarters and administrative  offices
to  a  single facility in Vancouver, WA.  The proceeds from the sales
of  its Menlo Park, CA and Portland, OR facilities will be reinvested
back into high priority real estate and capital investments with long-
term value to the Company.

      As  discussed in Footnote 4, there are 1,204,000 shares granted
under  the Company's restricted stock plan that had not achieved  the
pre-determined increases in stock price required for  vesting  as  of
September  30.   Compensation expense will be  recognized  for  those
shares once the stock price meets the required levels.

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


LIQUIDITY AND CAPITAL RESOURCES

      As of September 30, 2000, the Company had $62.5 million in cash
and  cash equivalents.  Net cash provided by operating activities for
the  nine  months ended September 30, 2000 was $31.2 million compared
with  $35.5 million in the same period last year.  Management expects
cash  flow  from operations for 2000 will be sufficient  for  working
capital requirements.

     Net cash used by investing activities was $16.8 million compared
with  $58.5  million  in  the same period last  year.   The  decrease
reflects  lower  capital and software expenditures and  significantly
higher  proceeds  from sales of real estate terminal properties.  The
decrease  in  capital expenditures reflects management's decision  to
scale  expenditures  back  in line with  business  levels.   Software
expenditures  decreased as the prior year includes costs  to  replace
certain  operational  and financial software systems  for  Year  2000
compliance.   Management expects capital and software expenditures to
be approximately $20 million for the remainder of the year, primarily
for  upgrades to terminal properties, technology enhancements and the
purchase  of  revenue  equipment.   It  is  anticipated  that   those
expenditures will be funded with existing cash balances and cash from
operations, supplemented by financing arrangements.  Additionally, as
part   of   an   administrative  reorganization,   the   Company   is
consolidating  its corporate headquarters and administrative  offices
to  a  single facility in Vancouver, WA.  The proceeds from the sales
of  its Menlo Park, CA and Portland, OR facilities will be reinvested
back into high priority real estate and capital investments with long-
term value to the Company.

      Net  cash used by financing activities of $1.0 million reflects
repayment  of  short-term  borrowings  assumed  in  the  purchase  of
FirstAir   Inc.   and   repurchases  of  common  stock.    Management
repurchased  60,000  shares  during the  nine  month  period  and  is
authorized to repurchase an additional $19.7 million of common stock.

      The  Company  has  a multi-year $155 million  unsecured  credit
facility with several banks to provide for working capital and letter
of  credit  needs.  Borrowings under the agreement bear  interest  at
LIBOR  plus a margin.  As of September 30, 2000, the Company  had  no
short-term  borrowings  and  $77.7  million  of  letters  of   credit
outstanding.  The continued availability of funds under  this  credit
facility  will require that the Company comply with certain financial
covenants,  the  most restrictive of which requires  the  Company  to
maintain  a  minimum tangible net worth. The Company is in compliance
as  of  September 30, 2000 and expects to be in compliance with these
covenants for the remainder of the year.

      As  discussed  in Footnote 8, the Company has  executed  a  tax
settlement  agreement  that calls for a full settlement  of  the  tax
sharing  liability with CNF, except for certain enumerated  open  tax
items  that are anticipated to be resolved within the next 21  to  27
months.   The settlement entailed an immediate cash payment of  $16.7
million,  transfer of approximately $1 million of real property,  and
the  grant of tax obligations in the amount of $40.2 million. Of this
amount,  $20.0 million is payable on May 15, 2004 and bears  interest
at  6.8% payable annually.  Of the other $20.2 million, $13.5 million
was  repaid  in  September.  As of September 30,  2000,  the  Company
believes  that  it has accrued the necessary reserves  to  adequately
provide  for  its  entire  liability to CNF  under  the  tax  sharing
agreement.


OTHER

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

      On  July  5,  2000,  the Board of Directors elected  Robert  E.
Wrightson executive vice president and chief financial officer of the
Company.   He replaces Sunil Bhardwaj, who served as chief  financial
officer  and  treasurer  before leaving the company.   Mr.  Wrightson
previously  served  as senior vice president and  controller  of  the
Company.   On  August 15, 2000, James R. Tener was promoted  to  vice
president  and  controller, having previously served as  director  of
financial  accounting.   Also  on August  15,  Kerry  K.  Morgan  was
promoted to vice president and treasurer, having previously served as
director of treasury and planning.

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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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




                     PART II. OTHER INFORMATION


ITEM 1.  Legal Proceedings

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


ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

          (10.1) Amendment No 1., dated as of September 27, 2000, to the
                   Credit Agreement between Consolidated Freightways
                   Corporation of Delaware, ABN AMRO Bank, N.V. and
                   various other financial institutions, dated as
                   of October 12, 1999.

           (27)  Financial Data Schedule

        (b) Reports on Form 8-K

              No reports on Form 8-K were filed in the quarter ended
                September 30, 2000.


                             SIGNATURES

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


                                Consolidated Freightways Corporation
                                          (Registrant)


November 13, 2000                   /s/Robert E. Wrightson
                                       Robert E. Wrightson
                                       As Executive Vice President and
                                        Chief Financial Officer and
                                        For Registrant

November 13, 2000                   /s/James R. Tener
                                       James R. Tener
                                       As Vice President and Controller