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 September 30, 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 October 31, 1999: 21,728,929


                    CONSOLIDATED FREIGHTWAYS CORPORATION
                                 FORM 10-Q
                      Quarter Ended September 30, 1999

___________________________________________________________________________

___________________________________________________________________________


                                   INDEX



  PART I.  FINANCIAL INFORMATION                                Page

   Item 1.     Financial Statements

          Consolidated Balance Sheets -
            September 30, 1999 and December 31, 1998               3

          Statements of Consolidated Income -
            Three and Nine Months Ended
             September 30, 1999 and 1998                           5

          Statements of Consolidated Cash Flows -
            Nine Months Ended September 30, 1999 and 1998          6

          Notes to Consolidated Financial Statements               7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations         12

  Item 3. Quantitative and Qualitative Disclosures
            About Market Risk                                     17



PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                       17

  Item 6. Exhibits and Reports on Form 8-K                        17


SIGNATURES                                                        18



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                  September 30,    December 31,
                                                        1999            1998

                                                        (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   95,680     $  123,081
   Trade accounts receivable, net of allowances        343,379        292,463
   Other receivables                                     5,522          9,195
   Operating supplies, at lower of average
     cost or market                                      8,541          7,561
   Prepaid expenses                                     39,145         40,335
   Deferred income taxes                                 6,806          6,806
      Total Current Assets                             499,073        479,441

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 83,287         78,218
   Buildings and improvements                          349,271        343,492
   Revenue equipment                                   545,194        562,624
   Other equipment and leasehold improvements          134,299        123,404
                                                     1,112,051      1,107,738
   Accumulated depreciation and amortization          (750,330)      (746,966)
                                                       361,721        360,772
OTHER ASSETS
   Deposits and other assets                            55,609         32,199
   Deferred income taxes                                24,541         17,978
                                                        80,150         50,177

TOTAL ASSETS                                        $  940,944     $  890,390



     The accompanying notes are an integral part of these statements.

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                  September 30,  December 31,
                                                     1999          1998

                                                    (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  88,341      $ 84,861
   Accrued liabilities                                216,191       187,528
   Accrued claims costs                                73,111        72,942
   Federal and other income taxes                      20,002        14,173
      Total Current Liabilities                       397,645       359,504

LONG-TERM LIABILITIES
   Long-term debt                                      15,100        15,100
   Accrued claims costs                                96,927       103,574
   Employee benefits                                  122,540       117,236
   Other liabilities and deferred credits              30,553        28,258
      Total Liabilities                               662,765       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 23,100,515
     and 23,066,905 shares, respectively                  231            231
   Additional paid-in capital                          77,416         77,303
   Accumulated other comprehensive loss                (9,912)       (11,565)
   Retained earnings                                  218,907        204,919
   Treasury stock, at cost (907,586 and 477,686
     shares, respectively)                             (8,463)        (4,170)
       Total Shareholders' Equity                     278,179        266,718

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 940,944      $ 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          For the Nine Months
                                       Ended                        Ended
                                     September 30,              September 30,
                                  1999        1998            1999         1998

REVENUES                     $  625,547  $  571,231      $1,773,536  $1,668,720

COSTS AND EXPENSES
 Salaries, wages and benefits   396,109     369,116       1,134,290   1,079,802
 Operating expenses             107,224      88,185         299,224     264,730
 Purchased transportation        65,358      54,840         176,475     149,261
 Operating taxes and licenses    18,103      16,450          52,479      50,768
 Claims and insurance            15,289      13,175          43,797      39,316
 Depreciation                    13,741      12,068          39,394      37,140
                                615,824     553,834       1,745,659   1,621,017
OPERATING INCOME                  9,723      17,397          27,877      47,703

OTHER INCOME (EXPENSE)
 Investment income                  619       1,428           2,273       3,843
 Interest expense                  (922)       (980)         (2,840)     (2,947)
 Miscellaneous, net                 (56)       (279)           (641)     (1,157)
                                   (359)        169          (1,208)       (261)

Income before income taxes        9,364      17,566          26,669      47,442
Income taxes                      4,634       8,335          12,681      23,721

NET INCOME                   $    4,730  $    9,231      $   13,988  $   23,721

Basic average shares
   outstanding               22,564,538  22,710,557      22,599,509  22,928,421
Diluted average shares
   outstanding               22,564,538  22,710,557      22,874,547  23,716,953

Basic Earnings per Share:    $     0.21  $     0.41      $     0.62  $     1.03

Diluted Earnings per Share:  $     0.21  $     0.41      $     0.61  $     1.00



        The accompanying notes are an integral part of these statements.




                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                      Nine Months Ended
                                                         September 30,
                                                      1999         1998
                                                    (Dollars in thousands)

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

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                             13,988        23,721
Adjustments to reconcile net income
  to net cash provided by
  operating activities:
Depreciation and amortization                          43,279        38,470
Decrease in deferred income taxes                      (6,563)       (1,735)
(Gains) losses from property disposals, net              (898)            6
Issuance of common stock under restricted stock plan      228             -
Changes in assets and liabilities:
   Receivables                                        (47,243)      (15,127)
   Prepaid expenses                                     1,190        (4,396)
   Accounts payable                                     3,480        (8,622)
   Accrued liabilities                                 28,663        13,393
   Accrued claims costs                                (6,478)      (10,904)
   Income taxes                                         5,829        12,289
   Employee benefits                                    5,304         1,681
   Other                                              (25,738)       (5,175)
   Net Cash Provided by Operating Activities           15,041        43,601

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (42,599)      (16,433)
   Proceeds from sales of property                      4,569         1,397
   Net Cash Used by Investing Activities              (38,030)      (15,036)

CASH FLOWS FROM FINANCING ACTIVITIES
   Purchase of treasury stock                          (4,412)      (12,555)
   Net Cash Used by Financing Activities               (4,412)      (12,555)

Increase (decrease) in Cash and Cash Equivalents      (27,401)       16,010

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  95,680     $ 123,731



     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)

                   Three Months Ended            Nine Months Ended
                      September 30,                September 30,
                   1999      1998               1999         1998

Revenues
United States    $591,922  $541,149          $1,678,851   $1,577,394
Canada             33,625    30,082              94,685       91,326
Total            $625,547  $571,231          $1,773,536   $1,668,720


Geographic Information (continued)

                           As of
                        September 30,
                       1999     1998

Long-Lived Assets
United States       $330,101  $335,570
Canada                31,620    24,166
Total               $361,721  $359,736


3. Stock Compensation

      As  of  September  30, 1999 there were approximately  1,087,000
granted  but  unissued restricted common shares  remaining  from  the
initial  grant  made under the Company's Stock Option  and  Incentive
Plan.   Those  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 to $11.96.   If  performance
conditions  are  met,  those shares will be issued  to  employees  in
December  1999 and compensation expense will be recognized  based  on
the  market price of the stock at that time.  At September 30,  1999,
the  stock  price  was below the pre-determined  level  required  for
vesting.

      The  Company  granted an additional 141,000  restricted  common
shares to senior management in May 1999.  These shares, which have  a
maximum  term  of  three years, vest as early as May  2000,  but  are
contingent  on the Company's stock price achieving $20.00 per  share.
Also  in  May  1999,  the Company granted 916,400  stock  options  to
members  of  the Board of Directors and management at prices  ranging
from  $13.00 to $14.0625 per share, equal to the closing stock prices
on the dates of the grants.  The options vest ratably over 48 months,
beginning in January 2000 and expire in May 2004.



4. Earnings per Share

      The  following chart reconciles basic to diluted  earnings  per
share  for  the three and nine months ended September  30,  1999  and
1998.  See Footnote 3 for a discussion of dilutive securities.

(Dollars in thousands except per share amounts)

                                          Weighted
           Three                           Average             Earnings
        Months Ended       Net Income      Shares             Per Share

     September 30, 1999
      Basic                 $ 4,730        22,564,538          $0.21
      Dilutive effect of
        restricted stock
        and stock options        --                --             --
      Diluted               $ 4,730        22,564,538          $0.21

     September 30, 1998
      Basic                 $ 9,231        22,710,557          $0.41
      Dilutive effect of
        restricted stock
        and stock options        --                --             --
      Diluted               $ 9,231        22,710,557          $0.41


                                            Weighted
         Nine                               Average             Earnings
       Months  Ended         Net  Income     Shares            Per Share

     September 30, 1999
      Basic                   $13,988        22,599,509          $0.62
      Dilutive effect of
        restricted stock
        and stock options          --           275,038          (0.01)
      Diluted                 $13,988        22,874,547          $0.61

     September 30, 1998
      Basic                   $23,721        22,928,421          $1.03
      Dilutive effect of
        restricted stock
        and stock options          --           788,532          (0.03)
      Diluted                 $23,721        23,716,953          $1.00





5. Comprehensive Income

      Comprehensive  income  for  the three  and  nine  months  ended
September 30, 1999 and 1998 is as follows:


(Dollars in thousands)

                                           Three                 Nine
                                        Months Ended          Months Ended
                                        September 30,         September 30,
                                       1999     1998         1999     1998


Net Income                           $4,730    $9,231      $13,988  $23,721
Other Comprehensive Income (Loss):
  Foreign currency translation
   adjustments                         (223)   (1,711)       1,653   (4,001)
Comprehensive Income                 $4,507    $7,520      $15,641  $19,720


6. Credit Facility

      On October 12, 1999, the Company entered into a new, multi-year
$175  million unsecured credit facility with several banks to provide
for working capital and letter of credit needs.  Borrowings under the
agreement  bear  interest  at LIBOR plus  a  margin.  This  agreement
replaces the Company's $150 million secured credit facility that  was
due to expire in January 2000.  As of September 30, 1999, the Company
had  no  short-term borrowings and $74.6 million of letters of credit
outstanding under the old facility, which were transferred to the new
credit facility.


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.

     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  may  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.  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 September 30, 1999 increased 9.5%
over  the  prior year on total and less-than-truckload (LTL)  tonnage
increases  of  3.1% and 2.8%, respectively.  Total and LTL  shipments
increased  5.0%  and  5.1%, respectively.  During  the  quarter,  the
Company  benefited  from  a 35% increase in its  PrimeTime  business,
continued expansion of its two-day service offering and growth at its
start-up truckload services company.  Also contributing to the growth
was  incremental business received from existing customers  following
the  mid-year  shut-down  of  two major LTL  carriers.   Revenue  per
hundredweight  increased 4.0% for the quarter due to  rate  increases
and  the  effects  of a fuel surcharge implemented on  July  8th,  in
response  to  higher fuel costs.  Revenues for the nine-month  period
increased  6.3% on total and LTL tonnage increases of 0.7% and  1.2%,
respectively, and revenue per hundredweight increased 3.9%.

      Salaries,  wages and benefits increased 7.3% and  5.0%  in  the
quarter   and  nine-month  period,  respectively,  due  to  increased
business  levels  and a Teamster wage and benefit increase  on  April
1st.  As noted above, the Company received incremental business  from
the  shutdown  of  two  major LTL carriers.   Unfortunately,  a  high
proportion of this incremental business consisted of light and  bulky
shipments  inadequately priced to recoup incremental handling  costs.
These  increased expenses were partially offset by reduced  incentive
compensation.

      Operating expenses increased 21.6% and 13.0% in the quarter and
nine-month period, respectively, due primarily to increased  business
levels  and the change in freight mix, as noted above.  Additionally,
the  average  fuel cost per gallon increased 38% in the quarter.   As
discussed  above, the Company implemented a fuel surcharge  effective
July  8th  in response to higher fuel costs, as permitted  under  the
Company's rules tariff.  The Company was also impacted by higher than
anticipated  costs associated with transitioning information  systems
to  a  third  party,  start-up costs associated  with  the  continued
expansion  of the Company's 2-day service, increased purchased  labor
related  to the Company's Mexico operations and software amortization
related  to  the  replacement of certain  operational  and  financial
systems. Lease expense for new revenue equipment increased 35% in the
quarter   as   the  Company  continued  to  make  significant   fleet
replacements.

      Purchased  transportation increased  19.2%  and  18.2%  in  the
quarter and nine-month period, respectively, due to the use of owner-
operators  for  new truckload operations, costs associated  with  the
Company's  growing PrimeTime service and increased rail costs.   Rail
miles  as  a percentage of total inter-city miles were 28.2%  in  the
quarter and 27.2% in the nine-month period.  The Company    benefited
from a slight decrease in rail costs per mile in the quarter; however,
rail costs per mile increased approximately 2% in the nine-month period.

      Operating taxes and licenses increased 10.0% and 3.4%  for  the
quarter   and  nine-month  period,  respectively,  due  to  increased
business levels and increased property taxes on terminal properties.

      Claims and insurance expense increased 16.0% and 11.4%  in  the
quarter   and  nine-month  period,  respectively,  due  to  increased
business levels and higher claims experience year-over-year.

      Depreciation increased 13.9% and 6.1% in the quarter and  nine-
month period, respectively, due to increased capital expenditures  in
1999 for the replacement of older revenue equipment.

      The  above  factors  resulted in a  $7.7  million  decrease  in
operating  income  to  $9.7 million for the quarter.   The  operating
ratio  deteriorated to 98.4% from 97.0%.  Operating income  decreased
$19.8  million  in the nine-month period to $27.9 million,  with  the
operating ratio deteriorating to 98.4% from 97.1%.

      Other  expense,  net, increased $528,000 and  $947,000  in  the
quarter   and  nine-month  period,  respectively,  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.

      Management  is  continuing  to  expand  its  expedited  service
offerings  and  invest  in  its  new 2-day  service  offering.   This
includes  consolidating terminals and expanding  others  to  expedite
freight  through  the system,  reducing handling and  related  costs.
Additionally,  management will work to reprice  or  remove  the  less
profitable  freight  from the system that had an  adverse  impact  on
previous results.  As a result of information systems enhancement and
higher  usage, management expects an additional $2 million of expense
per  quarter.  Cost benefits should partially offset  the  additional
increased information systems costs.

      As  discussed in Footnote 3, the Company has a restricted stock
program.   If  performance  conditions  are  met  in  December  1999,
approximately  1,087,000 shares of common stock  will  be  issued  to
employees,  and compensation expense recognized based on  the  market
price  of  the stock at that time.  At September 30, 1999, the  stock
price was below the pre-determined level required for vesting.

      As  discussed above, the Company experienced a 38% increase  in
fuel  costs in the third quarter over the prior year.  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.    This
provision  of  the rules tariff became effective July 8th.   However,
there  can be no assurance that the Company will be able to  maintain
this  surcharge or successfully implement such surcharges in response
to increased fuel costs in the future.

      As discussed in more detail in Footnote 7, the Company is party
to  a  tax  sharing  agreement with its  former  parent.   Given  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.


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 September 30, 1999, testing and modification of mission
critical  IT  mainframe  applications,  which  includes  the  on-line
equipment  and  freight  tracking system,  and  non-mission  critical
mainframe applications are 100% complete.  Non-mainframe related Year
2000 activities are approximately 90% complete.  Expenses related  to
Year  2000  modifications totaled $3.4 million for  the  nine  months
ended  September  30,  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  September  30,
1999,  $36.4  million  has been capitalized  and  includes  hardware,
software  and payroll costs as well as costs of external consultants.
Management  expects  to  spend an additional $9  million  to  replace
and/or  convert  its internal systems for Year 2000  compliance.   Of
this  amount,  it is expected that approximately $1 million  will  be
expensed  and  approximately $8 million will be  capitalized.   These
estimates  may  be  revised  based  upon  the  results  of  continued
implementation.   Management  expects  that  all  Year  2000   system
modifications  and  replacements  will  be  funded  with  cash   from
operations.

     Management has identified and prioritized its critical customers
and  key  vendors of products and services and is soliciting  written
responses  to  Year  2000 readiness questionnaires.   Management  has
completed substantially all of the vendor verification portion of the
effort.   Management  is formulating contingency plans  as  necessary
based upon the results of those questionnaires.

     As noted above, testing and modification of mission critical and
non-mission  critical IT mainframe applications  are  100%  complete.
Non-mainframe  related  Year 2000 activities  are  approximately  90%
complete.   The Company is currently enterprise testing  for  further
Year  2000 assurance as well as distributing replacement equipment where
necessary.  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 September 30, 1999, the Company had $95.7 million in cash
and  cash  equivalents.  Net cash flow from operations for  the  nine
months ended September 30, 1999 was $15.0 million compared with $43.6
million  in  the prior year.  The decrease was due in large  part  to
lower  net  income and increased expenditures to replace  operational
and  financial  systems for Year 2000 compliance.   Depreciation  and
amortization   includes  approximately  $3  million  of  amortization
related  to  replacement of those systems.  The increase in  accounts
receivable  is  primarily attributable to increased business  levels.
Management  expects  cash  flow from  operations  for  1999  will  be
sufficient  for  working capital requirements.  Capital  expenditures
for  the  nine  months ended September 30, 1999  were  $42.6  million
compared with $16.4 million in the same period last year.  Management
expects capital expenditures to be approximately $42 million for  the
remainder  of  the year, primarily for the purchase of 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.   During  the
quarter  ended  September 30, 1999, the Company  repurchased  443,500
shares  of  its  common  stock  for  $4.4  million.   Management   is
authorized to repurchase an additional $8.0 million of common stock.

      On October 12, 1999, the Company entered into a new, multi-year
$175  million unsecured credit facility with several banks to provide
for working capital and letter of credit needs.  Borrowings under the
agreement  bear  interest  at LIBOR plus a  margin.   This  agreement
replaces the Company's $150 million secured credit facility that  was
due to expire in January 2000.  As of September 30, 1999, the Company
had  no  short-term borrowings and $74.6 million of letters of credit
outstanding under the old facility, which were transferred to the new
credit facility.

      Also  in  October,  the Company refinanced  an  existing  lease
agreement  covering  2,700  of  the Company's  trucks  and  tractors,
lowering the lease expense and extending the lease term.

      During  the quarter, the Company completed a six-year operating
lease  agreement for 670 new trucks and tractors.  Incremental  lease
payments  for these new trucks and tractors are expected to  be  $1.5
million  for the remainder of 1999 and $5.9 million annually  through
2005.  These new units are replacements for older equipment currently
in  service.  The Company expects to complete another six-year  lease
agreement  for  100  new  trucks  and  tractors  in  December   1999.
Incremental  lease  payments are expected  to  be  $855,000  annually
through 2005.

      As  discussed  in Footnote 7, the Company is  party  to  a  tax
sharing  agreement  with its former parent.  Given 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.


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.


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 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
                September 30, 1999.




                             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)


November 12, 1999                        /s/Sunil Bhardwaj
                                         Sunil Bhardwaj
                                         Senior Vice President and
                                           Chief Financial Officer


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