Exhibit 10.1



          AMENDMENT  NO.  1 dated as of September 27,  2000  to  the
Credit  Agreement  dated  as of October 12,  1999  (as  amended  and
otherwise modified from time to time, the "Credit Agreement")  among
Consolidated  Freightways  Corporation  of  Delaware,   a   Delaware
corporation  (the "Borrower"), ABN AMRO Bank N.V. as  administrative
agent,  (the  "Administrative Agent"), and the Lender Parties  party
thereto.   Capitalized terms not otherwise defined in this Amendment
have   the  same  meanings  as  specified  therefor  in  the  Credit
Agreement.

                          Preliminary Statements

          (1)   The  Borrower has requested that the Lender  Parties
agree to amend the Credit Agreement as provided herein.

          (2)   The  Lender Parties have indicated their willingness
to  agree to amend the Credit Agreement on the terms and subject  to
the satisfaction of the conditions set forth herein.

          NOW,  THEREFORE, in consideration of the premises  and  of
the mutual covenants and agreements contained herein and in the Loan
Documents, the parties hereto hereby agree as follows:

          SECTION 1.  Amendments of Certain Provisions of the Credit
Agreement.  The  Credit Agreement is, effective as  of  October  10,
2000, hereby amended as follows:

          (a)   The  definition of "Debt" in Section 1.01 is amended
to  (i)  delete the word "and" at the end of subsection (e) thereof;
(ii) reletter the existing subsection (f) as subsection (g) and  add
at  the  end  thereof  the  following: ",  provided,  however,  that
obligations  of a Securitization Entity pursuant to a Securitization
Facility shall not constitute Debt."; and (iii) add a new subsection
(f) thereof to read as follows:

          "all obligations of such Person evidenced by Bonds, notes,
          debentures,   convertible  debentures  or  other   similar
          instruments, and"

           (b)   The  definition of "Guarantor" in Section  1.01  is
     amended  to  add  the  parenthetical  phrase  "(other  than   a
     Securitization Entity)" after the word "Borrower" in the  first
     line thereof.

           (c)   The definition of "Lien" in Section 1.01 is amended
to  delete the period at the end of clause (b) thereof and  add  the
following:  "; but not including (x) the interest of a purchaser  of
accounts  receivable and related property under  any  Securitization
Facility,  or  (y) the filing of any UCC-1 financing  statements  in
connection with any Securitization Facility."

          (d)   The  definition of "Tranche A Termination  Date"  in
Section 1.01 of the Credit Agreement is hereby amended to delete the
date  "October 10, 2000" therein and to substitute therefor the date
"October 9, 2001".

          (e)   Section  1.01  of  the Credit Agreement  is  further
amended  to  add the following new definitions in their  appropriate
alphabetical order:

          "  `Bonds' means an instrument evidencing an obligation to
pay  a  fixed  principal amount in cash or other consideration  and,
without  limitation, does not include surety bonds, insurance  bonds
and performance bonds."

          "  `Securitization  Entity' means any  Subsidiary  of  the
Borrower  that  purchases or otherwise acquires accounts  receivable
and  related property of the Borrower or another Subsidiary  of  the
Borrower pursuant to a Securitization Facility."

          "  `Securitization Facility' means any accounts receivable
securitization  program  pursuant  to  which  any  Loan   Party   or
Subsidiary  directly  or  indirectly  pledges,  sells  or  otherwise
transfers or encumbers its accounts receivable and related  property
but  which  do  not  provide, directly or indirectly,  for  recourse
against  any  Loan Party by way of a guaranty or any  other  support
arrangement, with respect to the amount of such accounts  receivable
(based  on  the financial condition or circumstances of the  obligor
thereunder), other than such limited recourse as is reasonable given
market  standards  for transactions of a similar type,  taking  into
account  such  factors as historical bad debt  loss  experience  and
obligor concentration levels."

          (f)  Section 2.05(c) is amended to add the following
language at the end thereof:

          "In addition, in the event that any such Tranche A
          Revolving Credit Commitment of a Declining Tranche A
          Lender terminates and the Borrower has extended the
          Tranche A Termination Date but has not substituted a
          financial institution for all such Declining Tranche A
          Lenders on the respective Tranche A Termination Date as
          hereinabove provided, the Borrower shall have the right
          from time to time after any such Tranche A Termination
          Date to add additional financial institutions as Tranche A
          Lenders, provided that the aggregate amount of all
          outstanding Tranche A Revolving Credit Commitments,
          including the Tranche A Revolving Credit Commitments of
          such financial institutions that become Tranche A Lenders,
          shall not exceed $50,000,000; and any such additional
          financial institution in connection therewith shall
          execute and deliver all documentation, as required by the
          Administrative Agent, and pay a recordation fee of $3,000
          (and in any such event with the percentages of the Tranche
          A Revolving Credit Commitments of the other Tranche A
          Lenders adjusted to reflect such additional Tranche A
          Lenders).  The addition of any such financial institution
          shall not be deemed an amendment of this Agreement or
          waiver or consent hereunder for purposes of Section 8.01
          of this Agreement."

           (g)   Section 5.02(a)(iv) is amended in its  entirety  to
read as follows:

         "(iv) sales of accounts receivable and related property  to
         a   Securitization  Entity  pursuant  to  a  Securitization
         Facility under which the aggregate amount of the claims  of
         the   parties   providing  financing,  however   evidenced,
         including  debt  or  equity interests or  securities  of  a
         purchasing entity, permitted to be outstanding at any  time
         does  not exceed $75,000,000; provided that at the time  of
         the  commencement  of  such  Securitization  Facility,  the
         Leverage   Ratio  referred  to  in  Section  5.03(a),   and
         determined  as of the end of the fiscal quarter immediately
         proceeding  such commencement, is less than 1.25  to  1.00;
         and "

            (h)    Section   5.02(d)  is  amended  to   delete   the
parenthetical  phrase  "(other than a Loan Party)"  in  the  fourth,
seventh  and  eighth lines thereof and to substitute  the  following
parenthetical  phrase: "(other than a Loan Party or a Securitization
Entity)".

          (i)  Section 5.02(g) is amended in its entirety to read as
follows:

          "(g)  New Subsidiaries.   Neither the Borrower nor any  of
          its  Subsidiaries shall, directly or indirectly, organize,
          create,  acquire  or permit to exist any Subsidiary  other
          than  (a)  those  listed on Schedule  V  hereto,  (b)  any
          Securitization Entity, and (c) provided that no  Event  of
          Default  has  occurred and is continuing or  would  result
          from such action, new Subsidiaries (including Subsidiaries
          established  as vehicles for joint ventures)  acquired  to
          engage   in   the  transportation  business  and   related
          businesses;  provided,  further, that  in  the  event  the
          Borrower  or  any of its Subsidiaries forms  any  domestic
          Subsidiary  that  is not established as a  vehicle  for  a
          joint  venture or as a Securitization Entity, the Borrower
          shall   cause  such  new  domestic  Subsidiary,  when   it
          satisfies  the financial tests contained in the definition
          of  "Guarantor,"  to  execute  a  Guaranty  (substantially
          similar    to    the   Affiliate   Guaranty)    containing
          representations,  warranties and covenants  acceptable  to
          the  Administrative Agent, in favor of the  Administrative
          Agent  for the benefit of the Lender Parties, in a  manner
          and   in   form   and   substance  satisfactory   to   the
          Administrative Agent."

          (j)   Section  5.02(i) is amended to (i) delete  the  word
"and" at the end of clause (iv) thereof and substitute therefor  the
punctuation ";", and (ii) delete the period at the end of clause (v)
thereof  and to add the following: "; and (vi) in any Securitization
Entity pursuant to a Securitization Facility."

          (k)   Section 8.02 is amended to delete the language  "175
Linfield  Drive,  Menlo  Park, California  90425-3799"  thereof  and
substitute  therefor the new language "P.O. Box  872230,  Vancouver,
Washington 98687-2230 (for delivery by United States Postal Service)
or  16400   SE CF Way, Vancouver, Washington 98683 (for delivery  by
courier)".

          (l)   Section  8.02  is  further  amended  to  delete  the
language   "101  California  Street,  Suite  4550,  San   Francisco,
California  94111, Attention:  Tamira Treffers-Herrera" thereof  and
substitute  therefor  the  new  language  "135  S.  LaSalle  Street,
Chicago, Illinois  60603, Attention  Dave Thomas".

          (m)   Schedule  II to the Credit Agreement is  amended  in
full to read as Schedule A hereto.

          SECTION  2.      Reduction  of  Tranche  A.   First  Union
National  Bank, Credit Agricole Indosuez, Union Bank of  California,
N.A.  and U.S. Bank National Association, in each case as Tranche  A
Lenders,  have  not agreed to extend the Tranche A Termination  Date
now  in  effect,  and  accordingly, on the effective  date  of  this
Amendment  each  such Tranche A Lender's Tranche A Revolving  Credit
Commitment shall terminate.

          SECTION  3.  Conditions Precedent to the Effectiveness  of
this  Amendment.  This Amendment shall become effective when and  if
the following conditions precedent have been satisfied:

          (a)    The   Administrative  Agent  shall  have   received
counterparts  of  this Amendment executed by  each  of  the  parties
listed on the signature pages hereto.

          (b)   The Borrower shall have paid all accrued fees of the
Administrative Agent and the Lender Parties and the accrued fees and
expenses of counsel to the Administrative Agent.

          SECTION 4.  Reference to and Effect on the Loan Documents.
(a)   On and after the effective date of this Amendment No. 1,  each
reference in the Credit Agreement to "this Agreement,"  "hereunder,"
"hereof"  or words of like import referring to the Credit  Agreement
and  each  reference  in each of the other Loan  Documents  to  "the
Credit  Agreement," "thereunder," "thereof" or words of like  import
referring to the Credit Agreement, shall mean and be a reference  to
the Credit Agreement, as amended by this Amendment.

          (b)   The  Credit Agreement, as amended by  the  amendment
specifically provided above in Section 1, is and shall  continue  to
be  in  full force and effect and is hereby in all respects ratified
and  confirmed.  The execution, delivery and effectiveness  of  this
Amendment shall not, except as expressly provided herein, operate as
a  waiver  of any right, power or remedy of any beneficiary  of  the
Credit Agreement or constitute a waiver of any provision thereof.

          SECTION 5  Costs and Expenses.  The Borrower hereby agrees
to pay, upon demand, all of the reasonable costs and expenses of the
Administrative  Agent incurred in connection with  the  preparation,
execution,  delivery, administration, modification and amendment  of
this  Amendment  and  all of the agreements, instruments  and  other
documents delivered or to be delivered in connection herewith.

          SECTION 6.  Execution in Counterparts.  This Amendment may
be  executed in any number of counterparts and by different  parties
hereto  in  separate counterparts, each of which  when  so  executed
shall  be  deemed to be an original and all of which taken  together
shall  constitute  one  and  the same  agreement.   Delivery  of  an
executed  counterpart  of  a signature page  to  this  Amendment  by
telecopier  shall  be effective as delivery of a  manually  executed
counterpart of this Amendment.

          SECTION  7.   Governing  Law.   This  Amendment  shall  be
governed by, and construed in accordance with, the laws of the State
of California.


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

                              THE BORROWER

                             CONSOLIDATED FREIGHTWAYS CORPORATION
                             OF DELAWARE
                              By_______________________________
                              Name:
                              Title:


                              THE ADMINISTRATIVE AGENT

                              ABN AMRO BANK N.V.
                              By________________________________
                              Name:
                              Title:

                              By_______________________________
                              Name:
                              Title:
                              THE LENDER PARTIES

                              ABN AMRO BANK N.V.,
                             as the Issuing Bank and as a Tranche A
                               Lender
                             By   _____________________________
                              Name:
                              Title:


                               By___________________________________
                              Name:
                              Title:

                              ABN AMRO BANK N.V.,
                               as a Tranche B Lender
                              By   _____________________________
                              Name:
                              Title:


                               By___________________________________
                              Name:
                              Title:





                              BANK ONE, NA (Main Office Chicago),
                              as a Tranche A Lender



                              By_________________________________
                              Name:
                              Title:

                              BANK ONE, NA (Main Office Chicago),
                              as a Tranche B Lender



                              By_________________________________
                              Name:
                              Title:

                              UNION BANK OF CALIFORNIA, N.A.,
                              as a Tranche B Lender
                              By_________________________________
                              Name:
                              Title:


                              CREDIT AGRICOLE INDOSUEZ,
                              as a Tranche B Lender
                              By____________________________________
                              Name:
                              Title:

                              FIRST UNION NATIONAL BANK,
                              as a Tranche B Lender
                              By__________________________________
                              Name:
                              Title:


                              U.S. BANK NATIONAL ASSOCIATION,
                              as a Tranche B Lender
                              By__________________________________
                              Name:
                              Title:

                              FLEET NATIONAL BANK
                              as a Tranche A Lender
                              By_________________________________
                              Name:
                              Title:

                              FLEET NATIONAL BANK
                              as a Tranche B Lender
                              By_________________________________
                              Name:
                              Title:
                              KEYBANK NATIONAL ASSOCIATION,
                              as aTranche A Lender
                              By_________________________________
                              Name:
                              Title:

                              KEYBANK NATIONAL ASSOCIATION,
                              as a Tranche B Lender
                              By_________________________________
                              Name:
                              Title:

                              PNC BANK, NATIONAL ASSOCIATION,
                              as a Tranche A Lender
                              By_________________________________
                              Name:
                              Title:

                              PNC BANK, NATIONAL ASSOCIATION,
                              as a Tranche B Lender
                              By_________________________________
                              Name:
                              Title: