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, 2001

                                     OR

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

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


                        Commission File Number  1-12149


                    CONSOLIDATED FREIGHTWAYS CORPORATION


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

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

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




              Number of shares of Common Stock, $.01 par value,
                outstanding as of April 30, 2001: 21,835,288




                     CONSOLIDATED FREIGHTWAYS CORPORATION
                                  FORM 10-Q
                         Quarter Ended March 31, 2001

____________________________________________________________________________
____________________________________________________________________________

                                    INDEX



  PART I.  FINANCIAL INFORMATION                          Page

   Item 1.     Financial Statements

          Consolidated Balance Sheets -
            March 31, 2001 and December 31, 2000             3

          Statements of Consolidated Operations -
            Three Months Ended March 31, 2001 and 2000       5

          Statements of Consolidated Cash Flows -
            Three Months Ended March 31, 2001 and 2000       6

          Notes to Consolidated Financial Statements         7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations    9

   Item 3. Quantitative and Qualitative Disclosures
             About Market Risk                              12



PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                 12

  Item 6. Exhibits and Reports on Form 8-K                  12


SIGNATURES                                                  13


                        PART I. FINANCIAL INFORMATION
                        ITEM 1. Financial Statements

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                     March  31,   December 31,
                                                       2001          2000

                                                       (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   38,197     $   46,523
   Trade accounts receivable, net of allowances        324,964        327,919
   Other receivables                                    50,594         14,978
   Operating supplies, at lower of average
     cost or market                                      7,966          8,419
   Prepaid expenses                                     50,092         41,286
   Deferred income taxes                                79,876         70,610
      Total Current Assets                             551,689        509,735

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 90,041         81,697
   Buildings and improvements                          356,319        350,137
   Revenue equipment                                   515,412        518,086
   Other equipment and leasehold improvements          153,286        149,123
                                                     1,115,058      1,099,043
   Accumulated depreciation and amortization          (749,150)      (750,249)
                                                       365,908        348,794
OTHER ASSETS
   Deposits and other assets                            74,681         68,153
                                                        74,681         68,153

TOTAL ASSETS                                        $  992,278     $  926,682



      The accompanying notes are an integral part of these statements.


                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                      March 31,   December 31,
                                                        2001         2000
                                                     (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  93,946      $  97,741
   Accrued liabilities                                229,167        211,043
   Accrued claims costs                                84,952         86,674
   Short-term borrowings                               28,000           --
      Total Current Liabilities                       436,065        395,458

LONG-TERM LIABILITIES
   Long-term debt                                      15,100         15,100
   Accrued claims costs                                99,097         99,074
   Employee benefits                                  120,234        120,317
   Deferred income taxes                               24,429          6,282
   Other liabilities                                   48,659         38,267
      Total Liabilities                               743,584        674,498

SHAREHOLDERS' EQUITY
   Preferred stock, $.01 par value; authorized
     5,000,000 shares; issued none                         --             --
   Common stock, $.01 par value; authorized
     50,000,000 shares; issued 23,133,848 shares          231            231
   Additional paid-in capital                          75,206         75,767
   Accumulated other comprehensive loss               (13,603)       (11,293)
   Retained earnings                                  198,240        200,067
   Treasury stock, at cost (1,298,812 and 1,436,712
     shares, respectively)                            (11,380)       (12,588)
       Total Shareholders' Equity                     248,694        252,184

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 992,278      $ 926,682



        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,
                                                 2001           2000


REVENUES                                     $  574,578     $  593,629

COSTS AND EXPENSES
    Salaries, wages and benefits                373,758        379,660
    Operating expenses                          103,133        115,815
    Purchased transportation                     52,988         49,125
    Operating taxes and licenses                 16,383         18,468
    Claims and insurance                         15,161         18,059
    Depreciation                                 12,925         13,741
                                                574,348        594,868
OPERATING INCOME (LOSS)                             230         (1,239)

OTHER INCOME (EXPENSE)
   Investment income                                224            353
   Interest expense                              (1,856)        (1,087)
   Miscellaneous, net                              (649)        (4,106)
                                                 (2,281)        (4,840)

Loss before income tax benefits                  (2,051)        (6,079)
Income tax benefits                                (224)        (3,100)

NET LOSS                                        $(1,827)     $  (2,979)


Basic average shares outstanding             21,818,691      21,350,812
Diluted average shares outstanding           21,818,691 (a)  21,350,812

Basic Loss per Share:                           $ (0.08)     $   (0.14)

Diluted Loss per Share:                         $ (0.08)     $   (0.14)


(a)  Does not include 305,624 potentially dilutive securities because to do
     so would be anti-dilutive.

      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,
                                                        2001         2000
                                                    (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $  46,523     $  49,050

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               (1,827)       (2,979)
Adjustments to reconcile net
  loss to net cash provided (used) by
  operating activities:
Depreciation and amortization                          15,633        15,255
Increase (decrease) in deferred income taxes            8,881        (1,461)
Gains from property disposals, net                    (19,475)         (297)
Issuance of common stock under stock
  and benefit plans                                       647           735
Changes in assets and liabilities:
   Receivables                                        (11,661)       17,471
   Prepaid expenses                                    (8,806)       (9,933)
   Accounts payable                                    (3,795)      (12,333)
   Accrued liabilities                                 18,124        18,202
   Accrued claims costs                                (1,699)          878
   Income taxes                                            --        (3,481)
   Employee benefits                                      (83)        1,080
   Other                                                  410         2,829
   Net Cash Provided (Used) by Operating Activities    (3,651)       25,966

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (34,183)       (5,436)
   Software expenditures                                 (585)       (2,879)
   Proceeds from sales of property                      2,093           981
   Net Cash Used by Investing Activities              (32,675)       (7,334)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from short-term borrowings             28,000        20,000
   Net Cash Provided by Financing Activities           28,000        20,000

Increase (decrease) in Cash and Cash Equivalents       (8,326)       38,632

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  38,197     $  87,682



      The accompanying notes are an integral part of these statements.



                CONSOLIDATED FREIGHTWAYS CORPORATION
                           AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

       The   accompanying   consolidated  financial   statements   of
Consolidated  Freightways Corporation and subsidiaries (the  Company)
have  been  prepared  by the Company, without  audit  by  independent
public  accountants,  pursuant to the rules and  regulations  of  the
Securities  and  Exchange Commission.  In the opinion of  management,
the  consolidated  financial statements include all normal  recurring
adjustments  necessary to present fairly the information required  to
be  set  forth  therein.  Certain information  and  note  disclosures
normally included in financial statements prepared in accordance with
accounting  principles generally accepted in the United  States  have
been  condensed  or omitted from these statements  pursuant  to  such
rules and regulations and, accordingly, should be read in conjunction
with  the consolidated financial statements included in the Company's
2000 Annual Report to Shareholders.

      There  were no significant changes in the Company's commitments
and  contingencies as previously described in the 2000 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    primarily   provides    less-than-truckload
transportation,  air freight forwarding and supply  chain  management
services  throughout  the United States and Canada,  as  well  as  in
Mexico  through  a joint venture, and international freight  services
between  the  United States and more than 80 countries.  The  Company
does   not  present  segment  disclosures  because  the  air  freight
forwarding,   supply  chain  management  and  international   service
offerings  do  not meet the quantitative thresholds of  Statement  of
Financial Accounting Standards No. 131 "Disclosures about Segments of
an  Enterprise  and  Related Information." The following  information
sets  forth  revenues and property, plant and equipment by geographic
location.  Revenues are attributed to geographic location based  upon
the  location of the customer.   No one customer provides 10% or more
of total revenues.


Geographic Information

(Dollars in thousands)


                               Three Months Ended
                                    March 31,
                                2001       2000
Revenues
United States                 $538,430   $557,903
Canada                          36,148     35,726
Total                         $574,578   $593,629

Property, Plant and Equipment
United States                 $331,064   $323,826
Canada                          34,844     36,604
Total                         $365,908   $360,430



4. Comprehensive Loss

     Comprehensive loss for the three months ended March 31, 2001 and
2000 is as follows:

(Dollars in thousands)

                                     Three Months Ended
                                          March 31,
                                      2001       2000

Net Loss                           $(1,827)    $(2,979)
Other Comprehensive Loss:
  Foreign currency translation
   adjustments                      (2,310)         (7)
Comprehensive Loss                 $(4,137)    $(2,986)


5. Credit Facility

      As of March 31, 2001, the Company had $28 million of short-term
borrowings and $78 million of letters of credit outstanding under its
existing $155 million credit facility.  The Company was in compliance
with  all covenants of this facility as of March 31st.  On April  27,
2001,  the  Company  entered into a five-year,  $200  million  credit
facility, securitized by accounts receivable, with a new lender.  The
new  facility provides for working capital and letter of credit needs
and  is  a replacement for the existing facility.  Letters of  credit
are limited to $100 million.  Borrowings will bear interest at either
the commercial paper rate plus 75 basis points or LIBOR plus 75 basis
points.   Approximately $125 million will be used to repay borrowings
and support letters of credit under the existing facility as well  as
to  purchase 2,700 trucks and tractors under lease with the  existing
lender.  The  continued availability of funds under the new  facility
will   require  that  the  Company  comply  with  certain   financial
convenants,  the most restrictive of which requires  the  Company  to
maintain   a  minimum  EBITDAL  (earnings  before  interest,   taxes,
depreciation,  amortization and lease expense).  The Company  expects
to be in compliance with these covenants during 2001.



6.Recently Adopted Accounting Standards

      The  Company  adopted the provisions of Statement of  Financial
Accounting  Standards No. 133 (SFAS 133). "Accounting for  Derivative
Instruments and Hedging Activities" effective January 1, 2001.   SFAS
133 requires that an organization recognize all derivatives as either
assets  or  liabilities  on  the balance  sheet  at  fair  value  and
establishes the timing of recognition of the gain/loss based upon the
derivative's intended use.  Adoption of this standard did not have an
impact on the Company's financial position or results of operations.



7. 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.





        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, 2001 decreased 3.2% on
a  5.1%  decrease  in  tonnage levels.  Tonnage decreased  due  to  a
continued  general  economic  slowdown  and  severe  winter   weather
conditions.  Shipments  decreased 4.8% and the  weight  per  shipment
decreased 0.3%.  The tonnage decrease was partially offset by a  2.1%
increase  in revenue per hundredweight due to a rate increase  and  a
fuel surcharge.

      Salaries, wages and benefits decreased 1.6% from the prior year
due  primarily  to lower tonnage levels and management's  efforts  to
reduce costs.  However, the Company was impacted by contractual  wage
and  benefit  increases as well as decreases in pick-up and  delivery
and dock efficiencies, due in part to the severe winter weather.  The
prior  year  includes  $4.3  million  of  severance  pay  due  to  an
administrative reorganization.

      Operating  expenses decreased 11% from the prior  year  due  to
$19.5  million of gains on sales of facilities.  Excluding the gains,
operating expenses increased 5.9%, despite lower tonnage levels.  The
increase  was  due to a 5.6% increase in the average  fuel  cost  per
gallon,  increased  lease  expense on  revenue  equipment,  increased
repair  and maintenance expense, and costs associated with the severe
winter weather.  The costs were partially offset by increased use  of
rail services.

      Purchased transportation increased 7.9% due to increased use of
rail  services.  Rail  miles  as  a percentage  of  inter-city  miles
increased to 26.3% from 22.8% in the prior year.

      Operating  taxes  and licenses decreased  11.3%  due  to  lower
tonnage levels and increased use of rail services.

      Claims  and  insurance decreased 16.0% due to  improved  claims
experience and lower tonnage levels.  The Company benefited from  new
process improvement programs directed at reducing freight damage  and
increasing vehicular safety.

      Depreciation decreased 5.9% due to a higher proportion of  the
fleet becoming fully depreciated.

      Operating income improved $1.5 million from the prior year with
the  operating  ratio improving to 99.9% from 100.2%.  Excluding  the
gains  on  sales of facilities, the operating loss was $19.3  million
and   the   operating  ratio  was  103.4%.  The  Canadian  operations
contributed $2.8 million of operating income in both the current  and
prior year periods.

      Other expense, net, decreased $2.6 million to $2.3 million.  The
decrease  is  due  to the fact that the prior year  included  a  $4.0
million  charge  for settlement of a tax sharing liability  with  the
former  parent.   The  decrease  was partially  offset  by  increased
interest  expense  due  to higher average short-term  borrowings  and
interest expense on a tax obligation payable to the former parent.

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

      The Company began to see the benefits of its systematic process
improvement programs during the quarter.  These programs are aimed at
increasing  pick-up  and  delivery and dock efficiencies,  increasing
load  factor  and  reducing claims expense.  The Company  experienced
significantly  fewer claims compared with the prior  year  and  month
over   month   improvement  in  load  factor  during   the   quarter.
Additionally,  despite  a  year over year  decrease  in  pick-up  and
delivery  and dock efficiencies, the Company experienced  month  over
month  improvement during the quarter.  The Company will continue  to
aggressively pursue further cost efficiencies in these areas as  well
as  in  the general and administrative areas to improve margins.  The
Company  expects  to return to profitability in the  second  half  of
2001, subject to any further declining general economic trends.

      As  discussed in the Company's Annual Report on Form 10-K,  the
Company  has  various  stock incentive plans under  which  restricted
stock  has  been granted.  There are approximately 950,000 restricted
shares  that had not achieved the pre-determined increases  in  stock
price  required  for vesting as of March 31st.  Compensation  expense
will  be  recognized for those shares once the stock price meets  the
required levels. Of the 950,000 shares, 843,000 will be forfeited  if
the  stock  price does not meet the required levels  by  December  2,
2001.   The  remaining shares must meet the required stock prices  by
May 12, 2002.

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


LIQUIDITY AND CAPITAL RESOURCES

      As of March 31, 2001, the Company had $38.2 million in cash and
cash  equivalents.  Net  cash used by operating  activities  of  $3.7
million  compares with $26.0 million provided by operating activities
for  the  same  period last year.  The decrease was due primarily  to
increased  operating  losses.  Management  expects that existing cash
balances, cash  flow  from  operations and available borrowings under
the Company's  new  credit facility will be  sufficient  for  working
capital requirements in 2001.

     Net cash used by investing activities of $32.7 million  compares
with  $7.3  million  in  the same period  last  year.   The  increase
reflects  the purchases of strategic terminal properties in Brooklyn,
NY,  Laredo,  TX,  and Phoenix, AZ.  Management expects  capital  and
software  expenditures  to  be  approximately  $93  million  for  the
remainder of the year, primarily for upgrades to terminal properties,
the  purchase  of  the Company's new headquarters and  administrative
facility,   the   purchase  of  revenue  equipment   and   technology
enhancements.   It  is  anticipated that those expenditures  will  be
funded  with  existing cash balances, cash flow from operations   and
financing arrangements.

      The  Company  sold its administrative facility in Portland,  OR
during the quarter.  Consideration received was in the form of a  $21
million note receivable, bearing interest at 6.45% per annum, due  on
or  before September 25, 2001.   The proceeds from the note  will  be
used  to  purchase  the Company's new Vancouver, WA headquarters  and
administrative facility.

      Net  cash  provided  by  financing activities  of  $28  million
reflects  net  short-term  borrowings  under  the  Company's   credit
facility.   This  compares with $20 million in the same  period  last
year.   The Company anticipates settling a $20 million tax obligation
payable  to  its former parent, originally due in May  2004,  in  the
second quarter, using its new credit facility.

     As discussed in Footnote 5 above, the Company had $28 million of
short-term   borrowings  and  $78  million  of  letters   of   credit
outstanding  under its existing $155 million credit  facility  as  of
March 31st.  The Company was in compliance with all covenants of this
facility  as  of March 31st.  On April 27, 2001, the Company  entered
into  a  five-year,  $200  million credit  facility,  securitized  by
accounts  receivable, with a new lender.  The new  facility  provides
for  working  capital and letter of credit needs and is a replacement
for  the  existing facility.  Letters of credit are limited  to  $100
million. Borrowings will bear interest at either the commercial paper
rate   plus   75  basis  points  or  LIBOR  plus  75  basis   points.
Approximately  $125  million will be used  to  repay  borrowings  and
support letters of credit under the existing facility as well  as  to
purchase  2,700  trucks and tractors under lease  with  the  existing
lender.  The  continued availability of funds under the new  facility
will   require  that  the  Company  comply  with  certain   financial
convenants,  the most restrictive of which requires  the  Company  to
maintain   a  minimum  EBITDAL  (earnings  before  interest,   taxes,
depreciation,  amortization and lease expense).  The Company  expects
to be in compliance with these covenants during 2001.


OTHER

      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:
general economic conditions; general business conditions of customers
served  and other shifts in market demand; increases in domestic  and
international  competition;  pricing  pressures,  rate   levels   and
capacity  in the motor-freight industry; future operating costs  such
as  employee wages and benefits, fuel prices and workers compensation
and   self-insurance   claims;   shortages   of   drivers;   weather;
environmental  and  tax matters; changes in governmental  regulation;
technology  costs;  legal  claims;  timing  and  amount  of   capital
expenditures;  and successful execution of operating plans,  customer
service   initiatives,  marketing  plans,  process  and   operational
improvements and cost reduction efforts.



ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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


                     PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings

      As  previously disclosed, the Company has received notices from
the Environmental Protection Agency (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  the advice
of  local  environmental attorneys  and  cost  studies  performed  by
environmental engineers hired by  the  EPA (or other Federal or state
agencies), 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.


ITEM 6.  Exhibits and Reports on Form 8-K

        (a) Exhibits

        (b) Reports on Form 8-K

              No reports on Form 8-K were filed in the quarter ended
                March 31, 2001




                             SIGNATURES

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


                                Consolidated Freightways Corporation
                                          (Registrant)


May 14, 2001                         /s/Robert E. Wrightson
                                     Robert E. Wrightson
                                     Executive Vice President and
                                      Chief Financial Officer


May 14, 2001                         /s/James R. Tener
                                     James R. Tener
                                     Vice President and Controller