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, 1998

                                 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, 1998: 23,048,754


                                Page 1



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                              FORM 10-Q
                     Quarter Ended March 31, 1998

_____________________________________________________________________

_____________________________________________________________________


                                INDEX



PART I.  FINANCIAL INFORMATION                               Page

  Item 1. Financial Statements

          Consolidated Balance Sheets -
            March 31, 1998 and December 31, 1997                3

          Statements of Consolidated Income -
            Three Months Ended March 31, 1998 and 1997          5

          Statements of Consolidated Cash Flows -
            Three Months Ended March 31, 1998 and 1997          6

          Notes to Consolidated Financial Statements            7

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


PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                    13

  Item 6. Exhibits and Reports on Form 8-K                     13


SIGNATURES                                                     14


                                Page 2



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                    March  31,    December 31,
                                                      1998           1997

                                                       (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $  134,302     $  107,721
   Trade accounts receivable, net of allowances        309,673        310,601
   Other receivables                                     4,591         10,300
   Operating supplies, at lower of average
     cost or market                                      8,543          8,741
   Prepaid expenses                                     47,856         39,696
   Deferred income taxes                                15,715         16,554
      Total Current Assets                             520,680        493,613

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 78,503         78,227
   Buildings and improvements                          343,438        342,413
   Revenue equipment                                   560,070        559,610
   Other equipment and leasehold improvements          117,774        116,390
                                                     1,099,785      1,096,640
   Accumulated depreciation and amortization          (725,384)      (713,653)
                                                       374,401        382,987
OTHER ASSETS
   Deposits and other assets                            11,308          9,468
   Deferred income taxes                                14,227         11,728
                                                        25,535         21,196

TOTAL ASSETS                                        $  920,616     $  897,796



     The accompanying notes are an integral part of these statements.

                                Page 3



                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                     March 31,    December 31,
                                                       1998          1997

                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  78,104      $  83,127
   Accrued liabilities                                225,610        212,644
   Accrued claims costs                                79,213         82,023
   Federal and other income taxes                      14,749          7,706
      Total Current Liabilities                       397,676        385,500

LONG-TERM LIABILITIES
   Long-term debt                                      15,100         15,100
   Accrued claims costs                               113,840        112,173
   Employee benefits                                  115,646        115,220
   Other liabilities and deferred credits              27,878         26,356
      Total Liabilities                               670,140        654,349

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 23,062,631
     and 23,038,437 shares, respectively                  231            230
   Additional paid-in capital                          71,484         71,461
   Accumulated other comprehensive income              (6,584)        (6,572)
   Retained earnings                                  185,590        178,573
   Treasury stock (18,151 shares)                        (245)          (245)
       Total Shareholders' Equity                     250,476        243,447

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 920,616      $ 897,796


     The accompanying notes are an integral part of these statements.

                                Page 4



                    CONSOLIDATED FREIGHTWAYS CORPORATION
                          AND SUBSIDIARIES
                 STATEMENTS OF CONSOLIDATED INCOME
           (Dollars in thousands except per share amounts)


                                            Three Months Ended
                                                 March 31,
                                            1998          1997


REVENUES                                 $ 545,648      $ 545,633

COSTS AND EXPENSES
    Salaries, wages and benefits           353,571        357,997
    Operating expenses                      88,320         90,742
    Purchased transportation                45,936         43,337
    Operating taxes and licenses            17,103         18,041
    Claims and insurance                    13,284         13,799
    Depreciation                            12,634         13,180
                                           530,848        537,096

OPERATING INCOME                            14,800          8,537

OTHER INCOME (EXPENSE)
   Investment income                           952            194
   Interest expense                           (995)          (299)
   Miscellaneous, net                         (438)          (433)
                                              (481)          (538)

Income before income taxes                  14,319          7,999
Income taxes                                 7,302          4,745

NET INCOME                             $     7,017    $     3,254

Basic average shares outstanding        23,029,695     22,025,323
Diluted average shares outstanding      24,118,668     22,128,619

Basic Earnings per Share:              $      0.30    $      0.15

Diluted Earnings per Share:            $      0.29    $      0.15

The accompanying notes are an integral part of these statements.

                                Page 5



                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                       Three Months Ended
                                                            March 31,
                                                       1998         1997
                                                   (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $ 107,721     $ 48,679

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                              7,017        3,254
Adjustments to reconcile net income
  to net cash provided by
  operating activities:
Depreciation and amortization                          13,079       13,628
Increase (decrease) in deferred income taxes           (1,660)       1,483
Gains from property disposals, net                         (6)        (298)
Changes in assets and liabilities:
  Receivables                                           6,637      (23,625)
  Prepaid expenses                                     (8,160)     (10,560)
  Accounts payable                                     (5,023)      (8,728)
  Accrued liabilities                                  12,966       28,714
  Accrued claims costs                                 (1,143)      (5,754)
  Income taxes                                          7,043        1,878
  Employee benefits                                       426        1,210
  Other                                                  (797)      (1,125)
  Net Cash Provided by Operating Activities            30,379           77

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                (3,960)      (8,058)
   Proceeds from sales of property                        162          507
   Net Cash Used by Investing Activities               (3,798)      (7,551)

Increase (Decrease) in Cash and Cash Equivalents       26,581       (7,474)

CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 134,302    $  41,205

       The accompanying notes are an integral part of these statements.

                                 Page 6



                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  1997  Annual  Report  to
Shareholders.

      There  were  no  significant  changes in  the  Company's  commitments
and  contingencies  as  previously described  in  the  1997  Annual  Report
to   Shareholders  and  related  annual  report  to  the   Securities   and
Exchange Commission on Form 10-K.


2. Stock Compensation

       The  Company  previously  granted  3,203,477  shares  of  restricted
stock  to  its  regular, full-time employees under  its  Stock  Option  and
Incentive   Plan.   On  December  16,  1997,  1,059,355  of  these   shares
vested  and  were  issued  to  employees.  As  of  March  31,  1998,  there
were  2,144,122  granted  but  unissued  shares  remaining  which  had   an
aggregate  market  value  of  $36.5  million.   The  shares  vest  in   two
installments   as   early  as  December  16,  1998  and   1999,   but   are
contingent   upon  the  Company's  stock  price  achieving   pre-determined
increases  over  the  price  at the time of  grant  in  December  1996.  If
performance  conditions  are  met,   approximately  1,072,000   shares   of
common   stock   will   be   issued   in  December  1998  and  compensation
expense  will  be  recognized  based  on  the  then  market  price  of  the
stock.  Based  on  the  market price of the stock on March  31,  1998,  the
Company   would  recognize  a  $10.9  million  non-cash  charge,   net   of
related tax benefits.

                                Page 7


3. Earnings per Share

       The  following  chart  reconciles  basic  to  diluted  earnings  per
share for the quarters ended March 31, 1998 and 1997:

                                         Weighted
                                          Average      Earnings
    Quarter Ended      Net Income         Shares       Per Share

     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

     March 31, 1997
      Basic              $3,254        22,025,323        $0.15
      Dilutive effect
         of restricted
         stock               --           103,296           --
      Diluted            $3,254        22,128,619        $0.15


4. Comprehensive Income

       The  Company  adopted  the  provisions  of  Statement  of  Financial
Accounting  Standards  No.  130,  "Comprehensive  Income"  in  the  quarter
ended  March  31,  1998.   Comprehensive  income  for  the  quarters  ended
March 31, 1998 and 1997 is as follows:

                                Quarter Ended       Quarter Ended
                               March 31, 1998      March 31, 1997

Net Income                         $7,017              $3,254
Other Comprehensive Income:
  Foreign currency translation
  adjustments, net of taxes            (7)                (13)
Comprehensive Income               $7,010              $3,241


5.   Accounting for Software Costs

       The  Company  adopted  the  provisions  of  American  Institute   of
Certified  Public  Accountants  Statement  of  Position  98-1  (SOP   98-1)
"Accounting  for  the  Costs  of Computer Software  Developed  or  Obtained
for  Internal  Use"  in  the  quarter  ended  March  31,  1998.   SOP  98-1
standardizes  which  costs  related  to  computer  software  developed   or
obtained  for  internal use are to be capitalized and  those  that  are  to
be  expensed  as  incurred.   Adoption of this statement  did  not  have  a
material  effect  on  the  results  of operations  for  the  quarter  ended
March 31, 1998.

                                Page 8



6. Contingencies

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

                                Page 9



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


      The  Company  earned net income of $7.0 million or  $0.30  per  basic
share   in   the  quarter  ended  March  31,  1998.   This  was  a   115.6%
improvement  over  net  income of $3.3 million or  $0.15  per  basic  share
earned  in  the  same  period  last  year.   This  significant  improvement
was  due  primarily  to  higher revenue yields, despite  elimination  of  a
fuel  surcharge  in  early  February  1998.   Revenue  per  hundred  weight
increased  6.5%  as  the  Company  benefited  from  a  5.5%  January   rate
increase   and   improved   freight   mix.    Less-than-truckload   tonnage
decreased   4.2%  and  total  tonnage  decreased  6.2%,  due  to   shippers
diverting  freight  pending  renewal  of  the  Teamsters'  contract,  which
was   subsequently   ratified  on  April  8,  1998,  and   the   Company's
program to improve freight mix.

       Salaries,  wages  and  benefits  decreased  1.2%  reflecting   lower
business  volumes,  increased  use of rail  services  as  discussed  below,
continued  cost  savings  from  workers'  compensation  claims  containment
programs   and  increased  efficiencies  in  cross-dock  freight  handling.
These  cost  savings  were  partially offset  by  higher  contractual  wage
and  benefit  rates  compared with the same period  last  year.   Operating
expenses   decreased   2.7%  also  due  to  lower  business   volumes   and
increased  use  of  rail  services.  Additionally,  the  Company  benefited
from  lower  fuel  prices  as the average fuel cost  per  gallon  decreased
26.9%   from   the   same   period  last  year.  Purchased   transportation
increased  6.0%  as  the Company continued to increase  its  use  of  lower
cost  rail  service  in strategic lanes.  Rail miles  as  a  percentage  of
total  inter-city  miles  were  26.8%  for  the  quarter  ended  March  31,
1998   compared   with   25.9%  in  the  same  period   last   year.    The
combination   of  lower  business  volumes  and  increased  use   of   rail
services  also  resulted  in  a  5.2%  decrease  in  operating  taxes   and
licenses.   Additionally,  the  lower  business  volumes  resulted   in   a
3.7%    decrease   in   claims   and   insurance   expense.    Depreciation
decreased  4.1%  due  to more fully depreciated equipment  in  the  quarter
ended March 31, 1998.

       The  combination  of  enhanced  yields  and  lower  operating  costs
resulted  in  operating  income  of  $14.8  million,  a  $6.3  million   or
73.4%  increase   over  the  same period last year.   The  operating  ratio
improved to 97.3% from 98.4%.

      Other  expense,  net  decreased 10.6%  due  to  increased  investment
income on the Company's short-term investments.

      The  Company's  effective income tax rates of  51.0%  and  59.3%  for
the  quarters  ended  March  31, 1998 and 1997, respectively,  differ  from
the  statutory  Federal  rate  due  to  foreign  taxes  and  non-deductible
items.

                                Page 10



       Management   is   currently  in  the   process   of   replacing   or
converting   the   Company's   financial  and   operational   systems   and
applications   for   Year   2000  compliance.    Based   upon   a   current
assessment    of   systems   and   applications   requiring   modification,
management  expects  to  spend  approximately  $25  to  $30  million.    Of
this  amount,  approximately  $11  million  relates  to  the  purchase  and
implementation   of   new   hardware   and   software,   which   will    be
capitalized   and   amortized   over   their   estimated   useful    lives.
Management   expects  to  have  all  of  its  financial   and   operational
systems  replaced  or  converted  by mid  1999.   However,  to  the  extent
systems  are  not  converted by the year 2000, there could  be  a  material
adverse effect on the Company's operations.

      On  April  8,  1998,  the  International  Brotherhood  of  Teamsters
ratified   a  new,  five  year  National  Master  Freight  Agreement   with
Consolidated   Freightways  Corporation  of  Delaware  (CFCD),   a  wholly-
owned   subsidiary  of  the  Company,  and  three  other   national   motor
freight   carriers.   The  agreement  provides  for,  among  other  things,
increased  wage  and  pension  benefits  for  CFCD's  union  employees.   A
provision  of  the  agreement  grants a one-time,  $750  signing  bonus  in
lieu  of  a  wage  increase  in  the  first  year  of  the  contract.   The
Company  expects  to  pay $13.3 million in signing bonuses  in  June  1998.
With  the  new  five  year contract ratified and a current  stable  pricing
environment,  management  is  focusing on improving  yield  management  and
cost  containment  programs.   Prior  to  ratification  of  the  agreement,
many   shippers   diverted   freight  to  non-union   carriers   to   avoid
repercussions   of   a   possible  strike.    Since   ratification,   those
shippers  have  begun returning freight, although at  a  slower  rate  than
anticipated   by   management.    Management   is   actively   working   to
recapture    only    that    freight   which   enhances    the    Company's
profitability.

      As  discussed  in  Footnote 2, the Company  has  a  restricted  stock
program.   If  performance  conditions  are  met,  approximately  1,072,000
shares   of   common   stock  will  be  issued  in   December   1998,   and
compensation  recognized  based on the then  market  price  of  the  stock.
Based  on  the  market price of the stock at March 31,  1998,  the  Company
would  recognize  a  $10.9  million non-cash charge,  net  of  related  tax
benefits.


LIQUIDITY AND CAPITAL RESOURCES

      As  of  March 31, 1998, the Company had $134.3 million  in  cash  and
cash   equivalents.   Net  cash  flow  from  operations  for  the   quarter
ended  March  31,  1998  was  $30.4 million due  primarily  to  net  income
and   depreciation  and  amortization.    Management  expects   cash   flow
from  operations  for  1998  will be sufficient  for  working  capital  and
capital   expenditure   requirements.    Capital   expenditures   for   the
quarter  ended  March  31,  1998  were  $4.0  million  compared  with  $8.1
million   in  the  same  period  last  year.   Management  expects  capital
expenditures  to  be  approximately  $66  million  for  the  remainder   of
1998,   primarily  for  replacement  of  the  Company's  aging   fleet   of
truck,   tractors  and  trailers.   Management  expects   to   fund   these
expenditures   with   cash  from  operations  supplemented   by   financing
arrangements, if necessary.

                                Page 11



      The  Company  has  a  $225.0  million secured  credit  facility  with
several  banks  to  provide  for  working  capital  and  letter  of  credit
needs.    Working   capital  borrowings  are  limited  to  $100.0   million
while   letters  of  credit  are  limited  to  $150.0  million.  Borrowings
under  the  agreement,  which expires in 2000,  bear  interest  based  upon
either   prime  or  LIBOR,  plus  a  margin  dependent  on  the   Company's
financial  performance.   Borrowings and  letters  of  credit  are  secured
by   substantially  all  of  the  assets  (excluding  real   property   and
certain  rolling  stock)  of  CFCD, all of the outstanding  stock  of  CFCD
and   65%   of  the  outstanding  capital  stock  of  Canadian  Freightways
Limited,  a  wholly  owned  subsidiary of CFCD.   As  of  March  31,  1998,
the  Company  had  no  short-term borrowings and $93.1 million  of  letters
of  credit  outstanding  under this facility.  The  continued  availability
of  funds  under  this  credit  facility  will  require  that  the  Company
remain   in  compliance  with  certain  financial  covenants.    The   most
restrictive  covenants  require the Company to  maintain  a  minimum  level
of   earnings   before  interest,  taxes,  depreciation  and  amortization,
minimum  amounts  of  tangible net worth and  fixed  charge  coverage,  and
limit   capital  expenditures.    The  Company  is  in  compliance  as   of
March  31,  1998  and  expects  to be in compliance  with  these  covenants
for the remainder of the year.


INFLATION

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


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.

                                Page 12



      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

        (b) Reports on Form 8-K

                  No reports on Form 8-K were filed in the quarter
                   ended March 31, 1998.

                                Page 13



                             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 13, 1998                              /s/David F. Morrison
                                          David F. Morrison
                                          Executive Vice President and
                                          Chief Financial Officer


May 13, 1998                              /s/Robert E. Wrightson
                                          Robert E. Wrightson
                                          Senior Vice President and
                                          Controller


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