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, 1997

                                 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 (415) 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, 1997: 22,025,323




                 CONSOLIDATED FREIGHTWAYS CORPORATION
                              FORM 10-Q
                     Quarter Ended March 31, 1997

_____________________________________________________________________

_____________________________________________________________________

                                INDEX



PART I.  FINANCIAL INFORMATION                               Page

  Item 1.  Financial Statements

          Consolidated Balance Sheets -
            March 31, 1997 and December 31, 1996               3


          Statements of Consolidated Operations -
            Three Months Ended March 31, 1997 and 1996         5

          Statements of Consolidated Cash Flows -
            Three Months Ended March 31, 1997 and 1996         6

          Notes to Consolidated Financial Statements           7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations      8


PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings                                    10

  Item 6. Exhibits and Reports on Form 8-K                     11


SIGNATURES                                                     12



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                   March 31,     December 31,
                                                     1997           1996
                                                    (Dollars in thousands)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $  41,205     $   48,679
  Trade accounts receivable, net of allowances       304,144        285,410
  Other receivables                                    8,230          3,339
  Operating supplies, at lower of average
    cost or market                                    11,314         11,511
  Prepaid expenses                                    46,408         35,848
  Deferred income taxes                               34,678         35,470
     Total Current Assets                            445,979        420,257

PROPERTY, PLANT AND EQUIPMENT, at cost
  Land                                                78,953         78,989
  Buildings and improvements                         343,043        343,023
  Revenue equipment                                  561,435        559,823
  Other equipment and leasehold improvements         119,380        115,317
                                                   1,102,811      1,097,152
  Accumulated  depreciation  and  amortization      (691,061)      (680,464)
                                                     411,750        416,688
OTHER ASSETS
  Deposits and other assets                           10,889         10,808
  Deferred income taxes                                8,643          9,334
                                                      19,532         20,142

TOTAL ASSETS                                      $  877,261     $  857,087



     The accompanying notes are an integral part of these statements.



                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                   March 31,      December 31,
                                                     1997            1996
                                                    (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                               $   78,783     $   87,511
  Accrued liabilities                               215,981        187,267
  Accrued claims costs                               82,161         95,780
  Federal and other income taxes                      5,961          4,083
     Total Current Liabilities                      382,886        374,641

LONG-TERM LIABILITIES
  Long-term debt                                     15,100         15,100
  Accrued claims costs                              118,065        110,200
  Employee benefits                                 114,522        113,312
  Other liabilities and deferred credits             32,757         33,136
     Total Liabilities                              663,330        646,389

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 and outstanding
    22,025,323 shares                                   220            220
  Additional paid-in capital                         57,174         57,174
  Cumulative translation adjustment                  (4,931)        (4,910)
  Retained earnings                                 161,468        158,214
      Total Shareholders' Equity                    213,931        210,698

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $  877,261     $  857,087


      The accompanying notes are an integral part of these statements.



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


                                                  Three Months Ended
                                                       March 31,
                                                1997            1996


REVENUES                                    $ 545,633       $ 502,544

COSTS AND EXPENSES
    Salaries, wages and benefits              357,997         356,351
    Operating expenses                         90,742          82,825
    Purchased transportation                   43,337          37,588
    Operating taxes and licenses               18,041          19,000
    Claims and insurance                       13,799          14,245
    Depreciation                               13,180          17,092
                                              537,096         527,101

OPERATING INCOME (LOSS)                         8,537         (24,557)

OTHER INCOME (EXPENSE)
   Investment income                              194              78
   Interest expense                              (299)           (240)
   Miscellaneous, net                            (433)         (1,623)
                                                 (538)         (1,785)

Income (loss) before income taxes (benefits)    7,999         (26,342)
Income taxes (benefits)                         4,745          (6,206)

NET INCOME (LOSS)                           $   3,254       $ (20,136)

Average shares outstanding                 22,025,323      22,025,323

NET INCOME (LOSS) PER SHARE                 $    0.15         $ (0.91)



           The accompanying notes are an integral part of these statements.






                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                    Three Months Ended
                                                         March 31,
                                                    1997           1996
                                                 (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    $  48,679     $  26,558

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                   3,254       (20,136)
  Adjustments to reconcile net income
   (loss) to net cash provided (used) by
   operating activities:
    Depreciation and amortization                    13,628        17,213
    Increase in deferred income taxes                 1,483         3,333
    Gains  from property disposals, net                (298)         (636)
  Changes in assets and liabilities:
    Receivables                                     (23,625)      (16,549)
    Prepaid  expenses                               (10,560)       (9,605)
    Accounts  payable                                (8,728)       (2,239)
    Accrued liabilities                              28,714        11,049
    Accrued  claims costs                            (5,754)        3,728
    Income taxes                                      1,878        (1,373)
    Employee benefits                                 1,210           989
    Other                                            (1,125)        4,362
  Net Cash Provided (Used) by Operating Activities       77        (9,864)

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital  expenditures                             (8,058)      (18,551)
   Proceeds from sales of property                      507         1,468
   Net  Cash Used by Investing Activities            (7,551)      (17,083)

CASH FLOWS FROM FINANCING ACTIVITIES
  Former parent investments and advances                 --        36,161
  Net Cash Provided by Financing Activities              --        36,161

Increase  (Decrease) in Cash and Cash Equivalents    (7,474)        9,214

CASH AND CASH EQUIVALENTS, END OF PERIOD          $  41,205     $  35,772

      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  1996  Annual  Report  to
Shareholders.

       There   have   been  no  significant  changes  in   the   accounting
policies  of  the  Company.   There were  no  significant  changes  in  the
Company's   commitments  and  contingencies  as  previously  described   in
the  1996  Annual  Report  to Shareholders and  related  annual  report  to
the Securities and Exchange Commission on Form 10-K.


2. Stock Compensation

       As  previously  disclosed in the Company's  1996  Annual  Report  to
Shareholders  and  related  annual report to the  Securities  and  Exchange
Commission  on  Form  10-K,  the  Company  granted  2,146,450   shares   of
restricted   stock   to  non-employee  directors  and  certain   designated
employees  in  December  1996.  As of March 31,  1997,  these  granted  but
unissued  shares  had  an  aggregate market  value  of  $25,490,000.    The
shares  vest  over  three  years  and are  contingent  upon  the  Company's
stock  price  achieving  pre-determined  increases  over  the  grant  price
for   10  consecutive  trading  days  following  each  anniversary  of  the
grant.       If   performance  conditions  are  met   in   December   1997,
approximately  715,500  shares  of  stock,  or  one-third  of  the  initial
grant,   will  be  issued  and  compensation  expense  will  be  recognized
based  on  the  then  market  price  of the  stock.  Based  on  the  market
price  of  the  stock  as  of March 31, 1997, the Company  would  recognize
a $5.1 million non-cash charge, net of related tax benefits.


3.  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.





        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 $3.3 million or  $0.15  per  share
for  the  quarter  ended  March  31, 1997 on revenues  of  $545.6  million.
This  compares  with  a net loss of $20.1 million or ($0.91)  per  share on
revenues   of  $502.5  million  for  the  same  period  last   year.    The
revenue   increase  of  $43.1  million  or  8.6%  was  primarily   due   to
increased   tonnage   levels  coupled  with  a  sustained,   general   rate
increase  of  5.65%  on  January  1, 1997.  Total  and  less-than-truckload
(LTL)  tonnage  increased  6.5%  and  6.3%,  respectively,  over  the  same
period   last  year,  due  primarily  to  valued-added  service  offerings.
The  prior  year  was  impacted  by  the  implementation  of  the  Business
Accelerator  System  (BAS),  a  re-engineering  of  the  Company's  freight
flow system, in October 1995.

      Operating  income  was  $8.5  million, a  $33.1  million  improvement
over  the  same  period  in  1996  with the operating  ratio  improving  to
98.4  percent  from  104.9  percent.  The  improvement in operating results
reflects   the   cost  savings  derived  from  more  efficient   operations
under   BAS   and   the  fact  that  prior  year  results  were   adversely
affected   by   the   costs  of  completing  operational  refinements   and
improving service levels in the new freight flow system.

     Salaries,  wages  and  benefits  for  the  quarter  ended  March   31,
1997,  at  65.6%  of  revenues,  compares  favorably  with  70.9%  for  the
same  period  in  1996,  as the prior year was adversely  impacted  by  the
implementation   of   BAS.    The  improvement  also   reflects   increased
productivity  and  freight  handling efficiencies  in  the  linehaul,  dock
and  city  pick-up  operations and the reduction  of  workers  compensation
expense   following   implementation   of   aggressive   cost   containment
programs.    Purchased  transportation  increased  $5.7  million   as   the
Company   increased  its  use  of  rail  services  from  22%  to   26%   of
intercity  miles.   Decreases  in operating  expense  realized  by  greater
utilization   of   rail  services  were  offset  by  increased   fuel   and
maintenance  expenses,  and  resulted  in  a  net  increase  in   operating
expenses of $7.9  million.  Depreciation  expense  decreased  approximately
22.9%  from  the  same  period last year as the  Company  transferred  real
properties,  with  an aggregate net book value of  $57.6  million,  to  its
former   parent   in   connection  with  its  consolidation   of   terminal
properties at the spin-off in December 1996.

      Other  expense,  net  decreased $1.2 million  from  the  same  period
last  year  primarily  due to the absence in 1997 of  interest  expense  on
borrowings    from   the   former   parent,   which   was    included    in
Miscellaneous,  net.   The  Company periodically borrowed  funds  under its
secured  credit  facility  during the quarter ended  March  31,  1997,  but
ended the quarter with no borrowings outstanding.

      The  effective  income  tax  (benefit) rates  of  59.3%  and  (23.6%)
for  the  quarters  ended  March 31, 1997 and  1996,  respectively,  differ
from   the   statutory  Federal  rate  due  to  foreign  taxes   and   non-
deductible items.

      On  April  1,  1997,  a  3.65% Teamsters wage  and  benefit  increase
became  effective  which  is  expected to cost  the  Company  approximately
$30   million  in  1997.   However,  with  continued  focus  on   improving
linehaul  efficiency  and  freight  handling  in  its  linehaul,  dock  and
city   pickup   operations,  and  an  emphasis  on  business  with   higher
profit   contributions,  management  expects  to   partially   offset   the
increased costs.  As discussed in Footnote  2  in  Part  1
of  this  Form  10-Q,  the  Company has a  restricted  stock  program.   If
performance   conditions   are   met  in   December   1997,   approximately
715,500  shares  of  stock  will be issued and  compensation  expense  will
be  recognized  based  on the then market price of  the  stock.   Based  on
the  market  price  of the stock as of March 31, 1997,  the  Company  would
recognize   a   $5.1   million  non-cash  charge,  net   of   related   tax
benefits.


LIQUIDITY AND CAPITAL RESOURCES

      As  of  March  31, 1997, the Company had $41.2 million  in  cash  and
cash  equivalents.   Net  cash  flow from  operations  was  slightly  above
breakeven,   as    net  income  and  depreciation  and  amortization   were
offset   by   changes  in  working  capital.   The  increase  in   accounts
receivable  of  $23.6  million  reflects  the  increased  revenue   levels.
Management  expects  cash  flow  from  operations  for  the  remainder   of
1997  will  be  sufficient  for  working capital  and  capital  expenditure
requirements.   Capital  expenditures for  the  period  were  $8.1  million
compared  with  $18.6  million in the comparable quarter  of  the  previous
year,  reflecting  fewer  fleet  replacements  and  facility  expenditures.
The   Company  expects  capital  expenditures  to   be   approximately  $21
million  for  the  remainder of 1997 and will fund  these  with  cash  from
operations supplemented by financing arrangements, if necessary.

      The  Company  has  a  $225.0  million secured  credit  facility  with
several  banks  to  provide  for  working  capital  and  letter  of  credit
needs.   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 Consolidated Freightways
Corporation of Delaware (CFCD), a wholly owned subsidiary of the Company,
all  of  the  outstanding stock  of  CFCD  and 65% of the outstanding
capital stock of Canadian Freightways Limited (CFL), a wholly owned
subsidiary of CFCD. As  of March  31,  1997,  the  Company  had  no
short-term  borrowings  and  $68.3 million  of  letters  of  credit
outstanding  under  this  facility.   The continued   availability  of
funds  under  this   credit   facility   will require   that   CFCD   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, 1997  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, but 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.   The
Company  currently  has  in  place a fuel  surcharge  program  in  response
to the increased fuel prices that began in 1996 and continue in 1997.


OTHER

       The  Company's  operations  necessitate  the  storage  of  fuel   in
underground  tanks  as  well  as the disposal of  substances  regulated  by
various  Federal  and  state  laws. The  Company  adheres  to  a  stringent
site-by-site   tank   testing   and  maintenance   program   performed   by
qualified  independent  parties  to  protect  the  environment  and  comply
with   regulations.  Where  clean-up  is  necessary,  the   Company   takes
appropriate action.

       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.

     CFCD and   the   International   Brotherhood   of
Teamsters  (IBT)  are parties  to  the  National  Master  Freight Agreement
which  expires   on March  31,  1998.   Although  CFCD  believes   that  it
will  be  able   to successfully  negotiate  a  new contract with the  IBT,
there  can  be  no assurances  that  it  will  be able  to  do  so  or that
work  stoppages  will not   occur,  or   that   the   terms   of  any  such
contract  will  not   be substantially  less  favorable than those of  the
existing   contract,  any of  which  could   have   a   material   adverse
effect  on  CFCD's  business, financial condition or results of operations.

       Certain   statements  included  herein  constitute  forward-looking
statements within  the  meaning  of  Section  21E  of   the   Securities
Exchange  Act  of  1934,  as  amended, and  are  subject  to  a  number  of
risks   and   uncertainties.   In  that  regard,  the  following   factors,
among  others,  could  cause actual results and  other  matters  to  differ
materially  from  those  in such statements: changes  in  general  business
and    economic   conditions;   increasing   domestic   and   international
competition  and  pricing  pressure; changes in  fuel  prices;  uncertainty
regarding   the  Company's  ability  to  improve  results  of   operations;
labor   matters,  including  changes  in  labor  costs,  renegotiation   of
labor  contracts  and  the risk of work stoppages or  strikes;  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.


                     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.   Certain  legal  matters
are   discussed   in  Note  3  in  the  Notes  to  Consolidated   Financial
Statements in Part I of this form.


ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

          (10.1)  Participation Agreement dated as of December 22, 1995
                  between  Consolidated Freightways Corporation of Delaware,
                  as lessee,  and ABN AMRO Bank N.V., as lessor, as amended.
          (10.2)  Participation Agreement dated as of September 30, 1994
                  between Consolidated Freightways Corporation of Delaware,
                  as  lessee, and BA Leasing & Capital Corporation and various
                  other financial institutions, as lessors, as amended.

          (27)    Financial Data Schedule

        (b) Reports on Form 8-K

              No reports on Form 8-K were filed in the quarter ended
              March 31, 1997.





                             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 9, 1997                               /s/David F. Morrison
                                          David F. Morrison
                                          Executive Vice President and
                                            Chief Financial Officer


May 9, 1997                               /s/Robert E. Wrightson
                                          Robert E. Wrightson
                                          Senior Vice President and
                                            Controller