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 March 31, 1999

                                 OR

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

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


                    Commission File Number  1-12149


                CONSOLIDATED FREIGHTWAYS CORPORATION


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

              175 Linfield Drive, Menlo Park, CA  94025
                   Telephone Number (650) 326-1700


Indicate  by  check  mark whether the registrant (1)  has  filed  all
reports  required  to  be  filed by  Sections  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months  (or
for such shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing requirements  for
the past 90 days.  Yes   X     No     .




          Number of shares of Common Stock, $.01 par value,
            outstanding as of April 30, 1999: 22,626,654


                 CONSOLIDATED FREIGHTWAYS CORPORATION
                              FORM 10-Q
                     Quarter Ended March 31, 1999

_____________________________________________________________________

_____________________________________________________________________


                                INDEX



PART I.  FINANCIAL INFORMATION                                       Page

  Item 1. Financial Statements

          Consolidated Balance Sheets -
            March 31, 1999 and December 31, 1998                       3

          Statements of Consolidated Income -
            Three Months Ended March 31, 1999 and 1998                 5

          Statements of Consolidated Cash Flows -
            Three Months Ended March 31, 1999 and 1998                 6

          Notes to Consolidated Financial Statements                   7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations             11


PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                           15

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


SIGNATURES                                                            16



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                      March  31,   December 31,
                                                        1999          1998

                                                      (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $  120,159     $  123,081
   Trade accounts receivable, net of allowances        306,493        292,463
   Other receivables                                     5,600          9,195
   Operating supplies, at lower of average
     cost or market                                      8,189          7,561
   Prepaid expenses                                     44,539         40,335
   Deferred income taxes                                 6,806          6,806
      Total Current Assets                             491,786        479,441

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 85,091         78,218
   Buildings and improvements                          348,600        343,492
   Revenue equipment                                   551,568        562,624
   Other equipment and leasehold improvements          124,520        123,404
                                                     1,109,779      1,107,738
   Accumulated depreciation and amortization          (744,575)      (746,966)
                                                       365,204        360,772
OTHER ASSETS
   Deposits and other assets                            47,134         32,199
   Deferred income taxes                                19,167         17,978
                                                        66,301         50,177

TOTAL ASSETS                                        $  923,291     $  890,390



     The accompanying notes are an integral part of these statements.

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                      March 31,    December 31,
                                                        1999          1998

                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  90,461      $  84,861
   Accrued liabilities                                202,161        187,528
   Accrued claims costs                                73,191         72,942
   Federal and other income taxes                      18,250         14,173
      Total Current Liabilities                       384,063        359,504

LONG-TERM LIABILITIES
   Long-term debt                                      15,100         15,100
   Accrued claims costs                               103,047        103,574
   Employee benefits                                  119,385        117,236
   Other liabilities and deferred credits              27,513         28,258
      Total Liabilities                               649,108        623,672

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 23,090,740
     and 23,066,905 shares, respectively                  231            231
   Additional paid-in capital                          77,416         77,303
   Accumulated other comprehensive income             (11,083)       (11,565)
   Retained earnings                                  211,670        204,919
   Treasury stock (464,086 and 477,686 shares,
     respectively)                                     (4,051)        (4,170)
       Total Shareholders' Equity                     274,183        266,718

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 923,291      $ 890,390



     The accompanying notes are an integral part of these statements.




                           CONSOLIDATED FREIGHTWAYS CORPORATION

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


                                            For the Three Months Ended
                                                     March 31,
                                                 1999           1998


REVENUES                                    $   558,208    $   545,648

COSTS AND EXPENSES
    Salaries, wages and benefits                358,400        353,571
    Operating expenses                           91,580         88,320
    Purchased transportation                     51,772         45,936
    Operating taxes and licenses                 17,042         17,103
    Claims and insurance                         13,898         13,284
    Depreciation                                 12,324         12,634
                                                545,016        530,848
OPERATING INCOME                                 13,192         14,800

OTHER INCOME (EXPENSE)
   Investment income                                818            952
   Interest expense                              (1,032)          (995)
   Miscellaneous, net                              (359)          (438)
                                                   (573)          (481)

Income before income taxes                       12,619         14,319
Income taxes                                      5,868          7,302

NET INCOME                                  $     6,751    $     7,017

Basic average shares outstanding             22,607,703     23,029,695
Diluted average shares outstanding           22,607,703     24,118,668

Basic Earnings per Share:                   $      0.30    $      0.30

Diluted Earnings per Share:                 $      0.30    $      0.29


The accompanying notes are an integral part of these financial statements.




                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                       Three Months Ended
                                                            March 31,
                                                        1999         1998
                                                    (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $ 123,081     $ 107,721

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                              6,751         7,017
Adjustments to reconcile net income
  to net cash provided by
  operating activities:
Depreciation and amortization                          13,350        13,079
Decrease in deferred income taxes                      (1,189)       (1,660)
Gains from property disposals, net                        (38)           (6)
Issuance of common stock under restricted stock plan      230             -
Changes in assets and liabilities:
  Receivables                                         (10,435)        6,637
  Prepaid expenses                                     (4,204)       (8,160)
  Accounts payable                                      5,600        (5,023)
  Accrued liabilities                                  14,633        12,966
  Accrued claims costs                                   (278)       (1,143)
  Income taxes                                          4,077         7,043
  Employee benefits                                     2,149           426
  Other                                               (17,838)         (797)
  Net Cash Provided by Operating Activities            12,808        30,379

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (16,624)       (3,960)
   Proceeds from sales of property                        894           162
   Net Cash Used by Investing Activities              (15,730)       (3,798)

Increase (decrease) in Cash and Cash Equivalents       (2,922)       26,581

CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 120,159     $ 134,302



     The accompanying notes are an integral part of these statements.




                CONSOLIDATED FREIGHTWAYS CORPORATION
                           AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

        The    accompanying    consolidated   financial    statements    of
Consolidated   Freightways  Corporation  and  subsidiaries  (the   Company)
have   been   prepared  by  the  Company,  without  audit  by   independent
public   accountants,  pursuant  to  the  rules  and  regulations  of   the
Securities   and  Exchange  Commission.   In  the  opinion  of  management,
the   consolidated  financial  statements  include  all  normal   recurring
adjustments  necessary  to  present  fairly  the  information  required  to
be   set   forth   therein.   Certain  information  and  note   disclosures
normally  included  in  financial statements prepared  in  accordance  with
generally   accepted   accounting  principles  have   been   condensed   or
omitted  from  these  statements pursuant to  such  rules  and  regulations
and,  accordingly,  should  be read in conjunction  with  the  consolidated
financial  statements  included  in the Company's  1998  Annual  Report  to
Shareholders.

      There  were  no  significant  changes in  the  Company's  commitments
and  contingencies  as  previously described  in  the  1998  Annual  Report
to   Shareholders  and  related  annual  report  to  the   Securities   and
Exchange Commission on Form 10-K.


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,  Canada  and  Mexico,
and  international  freight services between the  United  States  and  more
than  80  countries.   The following information sets  forth  revenues  and
long-lived  assets  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)

                   March 31, 1999                March 31, 1998
                              Long-                         Long-
                              Lived                         Lived
                 Revenues    Assets            Revenues    Assets

United States    $529,421  $334,916            $515,716  $349,475
Canada             28,787    30,288              29,932    24,926
Total            $558,208  $365,204            $545,648  $374,401



3. Stock Compensation

      As of March 31, 1999 there were approximately 1,077,000 granted
but  unissued shares remaining under the Company's Stock  Option  and
Incentive  Plan. The shares vest as early as December 16,  1999,  but
are  contingent  upon  the  Company's stock  price  achieving  a  60%
increase  over  the price at the time of grant in  December  1996  to
$11.96  per  share.  If performance conditions are met, those  shares
will be issued to employees in December 1999 and compensation expense
will  be recognized based on the then market price of the stock.   At
March  31,  1999, the stock price was below the pre-determined  level
required for vesting.



4. Earnings per Share

      The  following chart reconciles basic to diluted  earnings  per
share for the three months ended March 31, 1999 and 1998.  There  was
no  dilutive  effect from the restricted stock in the  quarter  ended
March 31, 1999 as discussed in Footnote 3.

(Dollars in thousands except per share amounts)

                                        Weighted
        Three                           Average            Earnings
    Months  Ended       Net Income       Shares           Per Share

     March 31, 1999
      Basic              $ 6,751        22,607,703          $0.30
      Dilutive effect
         of restricted
         stock                --                --             --
      Diluted            $ 6,751        22,607,703          $0.30

     March 31, 1998
      Basic              $ 7,017        23,029,695          $0.30
      Dilutive effect
         of restricted
         stock                --         1,088,973          (0.01)
      Diluted            $ 7,017        24,118,668          $0.29





5. Comprehensive Income

      Comprehensive income for the three months ended March 31,  1999
and 1998 is as follows:

(Dollars in thousands)
                                    Three Months Ended
                                         March 31,
                                      1999       1998


Net Income                           $6,751    $ 7,017
Other Comprehensive Income (Loss):
  Foreign currency translation
    adjustments                         482        (12)
Comprehensive Income                 $7,233    $ 7,005



6. 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., is engaged
in  disputes  with the Internal Revenue Service over the  amount  and
timing of certain tax deductions reported by the former parent in tax
years prior to the spin-off of the Company. These disputes arise from
tax positions first taken by the former parent in the mid-1980's. The
former  parent,  which is contesting the IRS's  positions,  has  made
certain  advance  payments to the IRS which would be applied  against
any ultimate liability.

      Under a tax sharing agreement entered into by the former parent
and  the  Company at the time of the spin-off, the Company  could  be
obligated  to  reimburse  the former parent  for  a  portion  of  any
additional taxes and interest which relate to the Company's  business
prior  to  the spin-off.  The amount and timing of such payments,  if
any,  is  dependent on the ultimate resolution of the former parent's
disputes with the IRS and the determination of the nature and  extent
of  the Company's obligations under the tax sharing arrangement.  The
Company  has  established certain reserves both at the  time  of  and
subsequent to the spin-off with respect to the foregoing.

      In  March 1999, the 10th Circuit Court of Appeals ruled against
an  appealing  taxpayer in a multi-employer pension plan  tax  matter
involving  facts  similar to those underlying one  of  the  principal
disputes  between the former parent and the IRS and relating  to  the
Company's  business  prior  to  the  spin-off.   Given  this   recent
decision, and the uncertainties surrounding the amount and timing  of
any obligations of the Company under the tax sharing agreement, there
can be no assurance that the amount or timing of any liability of the
Company to the former parent will not have a material adverse  effect
on the Company's results of operations or financial position.

       The  Company  has  received  notices  from  the  Environmental
Protection Agency (EPA) 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.  Under CERCLA, PRP's are jointly and severally liable for  all
site  remediation and expenses. 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 position or results of operations.






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


      Revenues  for  the quarter ended March 31, 1999 increased  2.3%
over  the  prior year despite lower tonnage levels.  Total and  less-
than-truckload   tonnage decreased 2.5% and 1.6%,  respectively,  due
primarily  to  severe  winter  weather  conditions,  erosion  of  the
Company's  core  long-haul  market from  increased  competition  from
regional  carriers and changing distribution patterns, and  continued
yield  management.   The decrease in tonnage was  offset  by  a  4.6%
increase  in  net  revenue per hundred weight  due  to  a  5.5%  rate
increase  on  non-contractual accounts in October 1998  and  a  60.0%
increase in the Company's higher-yielding PrimeTime service.

      Salaries, wages and benefits increased 1.4% over the prior year
due  primarily  to  decreased efficiencies related to  severe  winter
weather  and  $3.2  million related to the  Teamster  signing  bonus,
partially   offset  by  lower  incentive  compensation  expense   and
increased  savings  from  workers'  compensation  claims  containment
programs.  Operating expenses increased 3.7% due primarily to  higher
than  anticipated  costs  associated with  transitioning  information
technology  services from the former parent to a third  party,  costs
associated with the Company's Year 2000 project and increased  repair
and  maintenance costs on the Company's aging fleet.  These  expenses
were  partially  offset  by a 21.8% year-over-year  decrease  in  the
average  fuel  cost  per gallon.  Purchased transportation  increased
12.7%  over  the  prior  year due to the use of  owner-operators  for
certain new truckload operations, costs associated with the Company's
growing  PrimeTime service and increased rail costs.   Although  rail
miles  as  a  percentage  of total inter-city  miles  decreased  only
slightly  to 26.2% from 26.8% in the previous year, total rail  costs
increased  due  to a 3.0% increase in rail cost per mile.   Operating
taxes  and  licenses decreased 0.4% due to a decrease in fuel  taxes.
Claims  and  insurance expense increased 4.6% due  to  higher  claims
experience  year-over-year.  Depreciation decreased  2.5%  due  to  a
higher proportion of fully depreciated equipment.

      The  above  factors  resulted in a  $1.6  million  decrease  in
operating  income to $13.2 million. The operating ratio increased  to
97.6% compared with 97.3% last year.

      Other expense, net, increased 19.1% due to decreased investment
income   on   the   Company's  short-term  investments.    Short-term
investments  decreased  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.

     Faced with erosion of its core long-haul market due to increased
competition   from   regional  carriers  and  changing   distribution
patterns,  the Company is investing in its infrastructure  to  become
more  competitive in the shorter length of haul markets.  A new 2-day
service was successfully introduced in 1998 in certain eastern  lanes
and  the Company is expanding this service offering during 1999.  The
Company  will  also  continue  to  aggressively  sell  its  PrimeTime
services  and  develop  other services tailored  to  customer  needs.
Combined  with  continued  yield  enhancements  and  aggressive  cost
controls,  the  above  should help offset salary,  wage  and  benefit
increases  of $15.0 million and amortization of $4.5 million  related
to  the replacement of certain operational and financial systems  for
Year 2000 compliance.

      As  discussed in Footnote 3, the Company has a restricted stock
program.   If  performance  conditions  are  met  in  December  1999,
approximately  1,077,000 shares of common stock  will  be  issued  to
employees,  and  compensation expense recognized based  on  the  then
market  price of the stock.  At March 31, 1999, the stock  price  was
below the pre-determined level required for vesting.

     In April 1999, the Company experienced a significant increase in
fuel  costs as the average cost per gallon increased 25.4%  over  the
first  quarter.   The Company has the option of implementing  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.  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.

      As discussed in more detail in Footnote 6, the Company is party
to  a  tax sharing agreement with its former parent.  In March  1999,
the 10th Circuit Court of Appeals ruled against an appealing taxpayer
in  a  multi-employer pension plan tax matter involving facts similar
to  those underlying one of the principal disputes between the former
parent  and the IRS and relating to the Company's business  prior  to
the  spin-off.   Given  this recent decision, and  the  uncertainties
surrounding  the amount and timing of any obligations of the  Company
under  the tax sharing agreement, there can be no assurance that  the
amount or timing of any liability of the Company to the former parent
will  not have a material adverse effect on the Company's results  of
operations or financial position.


RISK FACTORS

     The  Company  is subject to market risks related to  changes  in
interest  rates  and foreign currency exchange rates,  primarily  the
Canadian  dollar.   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.


YEAR 2000

     Management  has  a  formal plan in place through  which  it  has
identified  its  operational and financial systems  and  applications
requiring   either  modification  or  replacement   for   Year   2000
compliance.   Of these systems, the Company's on-line  equipment  and
freight  tracking  system  is deemed most critical.   Based  upon  an
assessment at March 31, 1999, testing and modification of IT  systems
is  approximately  76%  complete while  testing  of  non-IT  embedded
systems is approximately 54% complete. Expenses related to Year  2000
modifications totaled $874,000 for the quarter ended March  31,  1999
and include payroll and payroll related costs as well as the costs of
external  consultants.   In certain cases, management  has  opted  to
replace  rather than modify certain of its systems and  applications.
Costs associated with the replacement of systems and applications are
capitalized.   As  of  March  31,  1999,  $20.9  million   has   been
capitalized and includes hardware, software and payroll costs as well
as  costs  of external consultants.  Management expects to  spend  an
additional $15 million to replace and/or convert its internal systems
for Year  2000 compliance.   Of  this amount, it is expected that
approximately  $4 million  will  be  expensed and approximately  $11
million  will  be capitalized.  These estimates may be revised based
upon  the  results of  continued testing.  Management expects that
all Year 2000  system modifications  and  replacements  will  be
funded  with  cash   from operations.

     Management  has  engaged  outside consultants  as  part  of  the
process  of  assessing its Year 2000 risks.  Part of that  assessment
includes  3rd party compliance readiness.  Management has  identified
and  prioritized its critical customers and key suppliers of products
and  services and is currently soliciting written responses  to  Year
2000 readiness questionnaires.  Management will formulate contingency
plans as necessary based upon the results of those questionnaires.

      Management anticipates having all of its internal systems  Year
2000  compliant  by October 1999.  However, failure  to  convert  the
Company's on-line equipment and freight tracking system by  the  Year
2000  could  result in the inability to manage the flow of  equipment
and  freight  through the system efficiently, but would not  preclude
the  delivery of freight. Additionally, failure to convert  financial
systems  on  a  timely  basis could result  in  a  return  to  manual
processes resulting in delayed customer billings and vendor payments.
To  the  extent  that the Company or its critical customers  and  key
suppliers  fail  to achieve Year 2000 compliance, there  could  be  a
material  adverse  effect  on  the  Company's  business,  results  of
operations and financial position.



LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 1999, the Company had $120.2 million in cash and
cash equivalents.  Net cash flow from operations for the three months
ended  March 31, 1999 was $12.8 million due primarily to  net  income
and depreciation and amortization.  Management expects cash flow from
operations  for  1999  will be sufficient  for  working  capital
requirements.  Capital expenditures for the three
months  ended  March 31, 1999 were $16.6 million compared  with  $4.0
million  in  the  same period last year.  Management expects  capital
expenditures  to be approximately $104 million for the  remainder  of
the  year primarily for the purchase of replacement revenue equipment
and  upgrades to terminal properties.  It is anticipated  that  those
expenditures will be funded with existing cash balances and cash from
operations,  supplemented by financing arrangements if necessary.

      The  Company has a secured credit facility under which  it  has
$150.0  million  available for working capital and letter  of  credit
needs.   As  of  March  31,  1999,  the  Company  had  no  short-term
borrowings and $74.6 million of letters of credit outstanding.



OTHER

      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.  Under CERCLA, PRP's are jointly and severally liable for  all
site  remediation and expenses. Based upon cost studies performed  by
independent third parties, the Company believes its obligations  with
respect to such sites would not have a material adverse effect on its
financial condition or results of operations.

      Certain 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;  environmental  and  tax  matters;  increases  in   costs
associated  with the conversion of financial and operational  systems
and  applications for Year 2000 compliance and failure to convert all
systems by the year 2000.  As a result of the foregoing, no assurance
can  be  given  as  to  future  results of  operations  or  financial
condition.



                     PART II. OTHER INFORMATION


ITEM 1.  Legal Proceedings

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


ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

            (27) Financial Data Schedule



                             SIGNATURES

      Pursuant  to  the requirements of Section 13 or  15(d)  of  the
Securities  Exchange Act of 1934, the Company (Registrant)  has  duly
caused this Form 10-Q Quarterly Report to be signed on its behalf  by
the undersigned, thereunto duly authorized.


                                Consolidated Freightways Corporation
                                          (Registrant)


May 12, 1999                              /s/David F. Morrison
                                          David F. Morrison
                                          Executive Vice President
                                            and Chief Financial Officer


May 12, 1999                              /s/Robert E. Wrightson
                                          Robert E. Wrightson
                                          Senior Vice President and
                                            Controller