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, 2002

                                     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 March 31, 2002: 22,324,669




                     CONSOLIDATED FREIGHTWAYS CORPORATION
                                  FORM 10-Q
                         Quarter Ended March 31, 2002

____________________________________________________________________________
____________________________________________________________________________

                                    INDEX



  PART I.  FINANCIAL INFORMATION                                          Page

   Item 1. Financial Statements

           Consolidated Balance Sheets -
             March 31, 2002 and December 31, 2001                           3

           Statements of Consolidated Operations -
             Three Months Ended March 31, 2002 and 2001                     5

           Statements of Consolidated Cash Flows -
             Three Months Ended March 31, 2002 and 2001                     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                                             18



PART II.    OTHER INFORMATION

   Item 1. Legal Proceedings                                               18

   Item 6. Exhibits and Reports on Form 8-K                                19


SIGNATURES                                                                 20





                        PART I. FINANCIAL INFORMATION
                        ITEM 1. Financial Statements

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                    March  31,      December 31,
                                                       2002           2001
                                                      (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   13,277     $   28,067
   Trade accounts receivable, net of allowances        282,766        292,851
   Other receivables                                     8,178          6,045
   Operating supplies, at lower of average
     cost or market                                      6,161          6,670
   Prepaid expenses                                     49,747         35,772
   Deferred income taxes                                57,228         59,897
      Total Current Assets                             417,357        429,302

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 86,258         87,024
   Buildings and improvements                          343,854        353,102
   Revenue equipment                                   510,171        519,546
   Other equipment and leasehold improvements          165,095        158,963
                                                     1,105,378      1,118,635
   Accumulated depreciation and amortization          (762,254)      (761,044)
                                                       343,124        357,591
OTHER ASSETS
   Deposits and other assets                            97,943         93,687
   Deferred income taxes                                   714             --
                                                        98,657         93,687

TOTAL ASSETS                                        $  859,138     $  880,580



      The accompanying notes are an integral part of these statements.


                    CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                       March 31,   December 31,
                                                         2002         2001
..
                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $ 104,800    $  85,043
   Accrued liabilities                                207,702      189,361
   Accrued claims costs                                82,671       85,593
   Federal and other income taxes                       1,806        2,264
   Current maturities of long-term debt                 2,239           --
   Short-term borrowings                               38,350       83,900
      Total Current Liabilities                       437,568      446,161

LONG-TERM LIABILITIES
   Long-term debt                                      39,355       15,100
   Accrued claims costs                                88,817       94,187
   Employee benefits                                  126,117      124,284
   Deferred income taxes                                   --        1,978
   Other liabilities                                   54,434       50,631
      Total Liabilities                               746,291      732,341

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                          73,592       74,020
   Accumulated other comprehensive loss               (13,162)     (13,712)
   Retained earnings                                   59,276       95,814
   Treasury stock, at cost (809,179 and 1,298,812
     shares, respectively)                             (7,090)      (8,114)
       Total Shareholders' Equity                     112,847      148,239

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 859,138    $ 880,580



      The accompanying notes are an integral part of these statements.




                 CONSOLIDATED FREIGHTWAYS CORPORATION

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


                                                 For the  Three
                                                  Months Ended
                                                    March 31,
                                             2002           2001


REVENUES                                 $   462,991    $  574,578

COSTS AND EXPENSES
    Salaries, wages and benefits             318,201        373,758
    Operating expenses                        92,611        103,133
    Purchased transportation                  42,959         52,988
    Operating taxes and licenses              14,267         16,383
    Claims and insurance                      12,657         15,161
    Depreciation                              13,210         12,925
                                             493,905        574,348
OPERATING INCOME (LOSS)                      (30,914)           230


OTHER INCOME (EXPENSE)
   Investment income                              51            224
   Interest expense                           (1,899)        (1,856)
   Miscellaneous, net                         (2,673)          (649)
                                              (4,521)        (2,281)

Loss before income taxes (benefits)
                                            (35,435)        (2,051)
Income taxes (benefits)                       1,103           (224)

NET LOSS                                 $  (36,538)    $   (1,827)

Basic average shares outstanding          22,299,755     21,818,691
Diluted average shares outstanding        22,299,755     21,818,691 (a)

Basic Loss per Share:                    $     (1.64)   $     (0.08)

Diluted Loss per Share:                  $     (1.64)   $     (0.08)


(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,
                                                        2002          2001
                                                    (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $  28,067     $  46,523

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                              (36,538)       (1,827)
Adjustments to reconcile net
  loss to net cash provided (used) by
  operating activities:
Depreciation and amortization                          17,306        15,633
Increase (decrease) in deferred income taxes              (23)        8,881
Gains from property disposals, net                     (2,320)      (19,475)
Issuance of common stock under stock
  and benefit plans                                       596           647
Changes in assets and liabilities:
   Receivables                                          7,952       (11,661)
   Prepaid expenses                                   (13,975)       (8,806)
   Accounts payable                                    19,757        (3,795)
   Accrued liabilities                                 18,341        18,124
   Accrued claims costs                                (8,292)       (1,699)
   Income taxes                                          (458)           --
   Employee benefits                                    1,833           (83)
   Other                                                 (649)          410
   Net Cash Provided (Used) by Operating Activities     3,530        (3,651)

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                (1,059)      (34,183)
   Software expenditures                                 (116)         (585)
   Proceeds from sales of property                      4,311         2,093
   Net Cash Provided (Used) by Investing Activities     3,136       (32,675)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from (repayments of) short-term
      borrowings                                      (45,550)       28,000
   Net proceeds from long-term borrowings              24,094            --
   Net Cash Provided (Used) by Financing Activities   (21,456)       28,000

Decrease in Cash and Cash Equivalents                 (14,790)       (8,326)

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  13,277     $  38,197



      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
2001 Annual Report to Shareholders.

      There  were no significant changes in the Company's commitments
and  contingencies as previously described in the 2001 Annual  Report
to  Shareholders  and  related annual report to  the  Securities  and
Exchange Commission on Form 10-K.


2. Liquidity and Management's Plan

      The  Company incurred a net loss of $104.3 million for the year
ended  December  31,  2001 and a net loss of  $36.5  million  in  the
quarter  ended March 31, 2002.  The Company expects to incur  further
operating  losses  in  2002 due to the continued  economic  slowdown.
Cash  used  by  operating activities for the year ended December  31,
2001 was $41.1 million.  Cash provided by operating activities during
the  quarter  ended March 31, 2002 was $3.5 million.   The  Company's
financing  requirements to fund operations and  capital  expenditures
and  to  support  letters  of  credit in  2002  are  expected  to  be
approximately $45 to $55 million.  During the quarter ended March 31,
2002,   the  Company  secured  financing  sufficient  to  meet  these
requirements.

      As  discussed  more fully in Note 5 "Debt" below,  the  Company
secured  a  net  $45  million  financing agreement  secured  by  real
property.   In  addition,  the  Company  completed  a  $4.1   million
financing  agreement  secured  by revenue  equipment  of  a  Canadian
subsidiary  and  a $5.5 million financing agreement secured  by  real
property of a Canadian subsidiary.

      The  Company  is  currently  negotiating  additional  financing
agreements  for approximately $20 million, secured by assets  of  the
Canadian  subsidiaries.   Of  this amount,  the  Company  has  credit
committee   approval   and  is  in  the  documentation   stages   for
approximately $13 million and expects to receive funding  during  the
second  quarter of 2002. Approximately $10 million of the $13 million
will  be  available  for transfer to the U.S.  operations.   However,
there  can be no assurance that the Company will be able to  complete
these transactions or that the final terms will be reasonable.

     The Company has significant additional unleveraged assets and is
considering  other asset backed borrowings and the  sale  of  surplus
real properties.  However, there can be no assurance that the Company
will  be able to complete these transactions or that the final  terms
will be reasonable.

      The  Company has an existing accounts receivable securitization
agreement  and  an  existing real estate backed  credit  facility  to
provide  for working capital and letter of credit needs. The combined
availability of funds under these agreements was $6.5 million  as  of
March  31,  2002.   Consistent with these types  of  agreements,  the
availability  ranged from $0 to $15 million during the quarter  ended
March  31,  2002.   The continued availability of funds  under  these
agreements  requires that the Company comply with  certain  financial
covenants,  the most restrictive of which are to maintain  a  minimum
EBITDAL  (earnings before interest, taxes, depreciation, amortization
and  lease  expense) and fixed charge coverage ratio.   On  April  8,
2002, to cure violations of these covenants as of March 31, 2002, the
covenants were amended for 2002.

     The amended covenants require the Company to achieve significant
improvements in EBITDAL for the remainder of 2002.  To achieve  these
improvements,  the Company and the Board of Directors have  developed
plans that include an immediate and continuing reduction of workforce
in line with lower business levels and expansion of programs aimed at
increasing  pick-up  and  delivery and dock efficiencies,  increasing
load  factor and reducing claims expense that have proved  successful
at  selected  terminals during 2001.  Management is also  focused  on
improving revenue through better freight mix, emphasizing high margin
services and increasing revenue per shipment.  Additionally, starting
in  the fourth quarter of 2001, the Company began carefully reviewing
its  business  activities with its customers in an effort  to  secure
additional  business and to ensure that it is fairly compensated  for
the  services  provided.   As part of this plan,  the  Company  began
reviewing  contract accounts as they came up for renewal  during  the
fourth  quarter of 2001 and is continuing this review  in  2002.  The
Company  and  the Board of Directors believe that the  above  actions
will  be sufficient to allow the Company to meet the amended covenant
requirements  for  the  balance of 2002.  If  the  Company  does  not
achieve  the  operating  improvements, it  may  violate  the  amended
covenants  in  2002.   Although the Company has  previously  received
amendments  to  the  covenants, there can be no  assurance  that  the
lender will grant waivers or additional amendments if required.   The
inability  of the Company to meet its covenants or obtain waivers  or
additional  amendments,  if required, would require  the  Company  to
secure alternative financing to fund operating activities and provide
letters  of  credit necessary to support its self-insurance  program.
Failure  to  secure  letters of credit to support the  self-insurance
program  would  require the Company to fund state insurance  programs
which would have a material adverse effect on the Company's financial
position.


3. Segment and Geographic Information

        The    Company    primarily   provides    less-than-truckload
transportation,  air freight forwarding 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 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,
                                 2002      2001
Revenues
United States                  $426,171  $536,837
Canada and other                 36,820    37,741
Total                          $462,991  $574,578


                                 As of March 31,
                                 2002      2001
Property, Plant and Equipment
United States                 $309,026   $330,386
Canada and other                34,098     35,522
Total                         $343,124   $365,908


4. Comprehensive Loss

     Comprehensive loss for the three months ended March 31, 2002 and
2001 was as follows:

(Dollars in thousands)
                                       Three Months Ended
                                           March 31,
                                        2002       2001

Net Loss                            $(36,538)   $(1,827)
Other Comprehensive Loss:
  Foreign currency translation
   adjustments                           550     (2,310)
Comprehensive Loss                  $(35,988)   $(4,137)


5. Debt

      In  February  2002,  the  Company secured  a  net  $45  million
financing  agreement  secured by terminal properties,  of  which  $20
million,  after  $2.4 million of deferred loan costs, was  funded  in
February and $25 million, after  deferred loan costs of $3.0 million,
was funded in April. Under the agreement, the Company contributed  39
terminal  properties  with  a  net book value  of  approximately  $67
million  to  CFCD  2002  LLC,  a wholly owned,  consolidated  special
purpose company.  CFCD 2002 LLC used the properties as collateral for
the  borrowings.  Borrowings bear interest at LIBOR  plus  375  basis
points.  Principal and interest payments are due monthly over  a  15-
year  period.   The  Company was required to issue  $8.2  million  of
letters  of  credit to secure the first year's payment of  principal,
interest, property taxes and insurance.  Those letters of credit were
issued   under   the  Company's  $200  million  accounts   receivable
securitization agreement, discussed below.   The initial $20  million
of  proceeds  was  used to pay down short-term borrowings  under  the
Company's  $200 million accounts receivable securitization agreement.
Subsequent to the paydown, the Company issued a $20 million letter of
credit  under  the  securitization agreement  to  support  its  self-
insurance program.

      Also in February 2002, the Company completed a three-year, $4.1
million  financing  agreement  secured  by  revenue  equipment  of  a
Canadian  subsidiary.  The revenue equipment had a net book value  of
approximately  $12.3  million as of March 31, 2002.   The  borrowings
bear interest at 7.2%.  Principal and interest are payable monthly.

      In April 2002, the Company completed a three-year, $5.5 million
financing  agreement  secured by a terminal property  of  a  Canadian
subsidiary.   The  terminal  property  had  a  net  book   value   of
approximately $0.4 million as of March 31, 2002.  The borrowings bear
interest at 6.25%.  Principal and interest are payable monthly  using
a 25-year amortization schedule, with a remaining lump sum payment at
the end of the three-year period.

       The   Company   has   a   $200  million  accounts   receivable
securitization agreement to provide for working capital and letter of
credit needs. As of March 31, 2002, outstanding borrowings were  $3.7
million,  bearing  interest at LIBOR plus 250 basis  points  (4.87%).
Letters  of  credit outstanding were $128.8 million, of which  $117.0
million  are  used  to support the Company's self-insurance  program.
Availability  of the remaining borrowing capacity is dependent  on  a
daily calculation of eligible accounts receivable which is subject to
business level fluctuations which may further limit availability.  To
the  extent  that  eligible accounts receivable are  insufficient  to
support  issued letters of credit, the Company is required to provide
cash  collateral to the lender.  The Company was required to  provide
as  much  as  $10 million of cash collateral  in  April 2002  due  to
fluctuation of the eligible accounts receivable.

      The Company also has a revolving credit agreement with the same
lender,  secured  by real property to provide for short-term  working
capital  needs and other general corporate purposes.  During February
2002,  this agreement was amended, extending the term until  February
2004  and  limiting  borrowings to a  maximum  of  $42  million.  The
agreement  contains mandatory paydown provisions using a  portion  of
the  proceeds  of future debt offerings and asset sales,  which  will
limit  future  availability.  Due to certain asset sales  during  the
quarter,  maximum  availability was reduced to $41.2  million  as  of
March  31,  2002,  of  which $34.7 million was  outstanding,  bearing
interest at 10%.

      The  combined  availability of funds under the above  financing
agreements  was  $6.5 million as of March 31, 2002.  Consistent  with
these  types of agreements, the availability ranged from  $0  to  $15
million  during  the  quarter ended March 31,  2002.   The  continued
availability  of funds under the above agreements requires  that  the
Company comply with certain financial covenants, the most restrictive
of which are to maintain a minimum EBITDAL (earnings before interest,
taxes, depreciation, amortization and lease expense) and fixed charge
coverage  ratio.  To cure violations of these covenants as  of  March
31, 2002, the covenants were amended on April 8, 2002.  The following
are  the  minimum  EBITDAL and fixed charge coverage  ratio  covenant
requirements for 2002.  The Company's actual EBITDAL and fixed charge
coverage ratio were $(10,723,000) and (1.17) to 1, respectively,  for
the quarter ended March 31, 2002.


Minimum Required Covenant Levels
(Dollars in thousands)

Period Ended                                          Fixed
                                                      Charge
                                                      Coverage
                                         EBITDAL      Ratio

Three months ended March 31, 2002       $(13,300)     (1.80)
Six months ended June 30, 2002           (16,400)     (1.20)
Nine months ended September 30, 2002       1,400      (0.30)
Year ended December 31, 2002              20,500       0.20


6.  Acquisition

      In  February  2002, the Company entered into  an  agreement  to
acquire  100%  ownership  of the business  operations  of  its  joint
venture  in Mexico.  The purchase price is approximately $2.1 million
and  is  payable  in  installments through April 2003.   Interest  on
unpaid   installments  is  7.5%  annually.  The  Company   previously
accounted  for  the joint venture using the equity  method  and  will
fully  consolidate  the operations going forward.   Total  sales  and
assets of the Mexico operations were not material.


7.  Recently Adopted Accounting Principles

      The  Company  adopted the provisions of Statement of  Financial
Accounting  Standards (SFAS) No. 142 (SFAS 142) "Goodwill  and  Other
Intangibles"  and  SFAS  No.  144  (SFAS  144)"Accounting   for   the
Impairment  or  Disposal of Long-Lived Assets" effective  January  1,
2002.   SFAS  142 requires that goodwill and other intangible  assets
that  have  indefinite  lives no longer be  amortized,  but  will  be
subject  to  impairment  review  annually.  Intangible  assets   with
estimated finite useful lives will continue to be amortized. SFAS 144
provides  a single accounting methodology to be applied to all  long-
lived  assets  to be disposed of, including discontinued  operations.
Adoption  of  these standards did not have a material impact  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


      The  economic  slowdown  that  impacted  the  Company  in  2001
continued  throughout  the  first quarter  of  2002.   As  a  result,
revenues decreased 19.4% as tonnage decreased 17.1% compared with the
same  period  last year.  Shipments decreased 14.3% and  the  average
weight per shipment decreased 3.2% to 969 lbs.  The Company was  also
impacted  by  negative perceptions in the marketplace  regarding  the
Company's liquidity and by the loss of a large customer in the fourth
quarter  of 2001, due to aggressive competitive pricing. Revenue  per
hundredweight decreased 3.3% to $17.13 due to a continued unfavorable
freight  mix  as  well as a decrease in the fuel surcharge,  as  fuel
prices  continued to decline.  Excluding the fuel surcharge,  revenue
per hundredweight decreased 1.4%.

     Salaries, wages and benefits decreased 14.9% from the prior year
due  primarily  to  lower  tonnage levels.  Beginning  in  the  third
quarter  of  2001,  management implemented  workforce  reductions  to
adjust  to  continued  lower  tonnage  levels.   The  workforce   was
approximately  17% lower in the first quarter of 2002  compared  with
the  same period last year.  Additionally, cost savings from improved
cross-dock  and  pick-up and delivery efficiencies  as  a  result  of
process  improvement programs helped mitigate the impact  of  a  3.4%
contractual  wage  and benefit increase that was effective  April  1,
2001.

       Operating  expenses  decreased  10.2%  from  the  prior  year.
Excluding  gains on sales of properties of $2.6 million in the  first
quarter of 2002 and $19.6 million in the same period last year, operating
expenses  decreased  22.4%.  Lower tonnage levels  combined  with  an
approximate  30%  decrease in the average fuel cost  per  gallon  and
aggressive  cost  control  measures  primarily  accounted   for   the
decrease.  Additionally, the decrease reflects lower lease expense as
revenue  equipment  previously under lease was purchased  during  the
second quarter of 2001.

      Purchased  transportation decreased 18.9% due to lower  tonnage
levels as well as a lower proportion of freight transported via rail.
Rail  miles  as a percentage of inter-city miles decreased  to  24.7%
from 25.7% in the prior year.

      Operating  taxes  and licenses decreased  12.9%  due  to  lower
tonnage levels.

     Claims and insurance decreased 16.5% due to lower tonnage levels
and improved vehicular claims experience.

       Depreciation   increased  2.2%  due   to   increased   capital
expenditures in 2001.

      The  operating loss was $30.9 million for the quarter  compared
with  operating income of $0.2 million for the same period last year.
The  operating ratio deteriorated to 106.7% from 99.9%.  The Canadian
operations  contributed  $2.5 million of  operating  income  for  the
quarter  compared  with $2.8 million for the same period  last  year.
Excluding gains on sales of operating properties, the operating  loss
was  $33.5  million  for the quarter compared with  a  $19.3  million
operating loss for the same period last year. The operating ratio was
107.2% compared with 103.4%, excluding the gains.

     Other expense, net, increased $2.2 million to $4.5 million.  The
increase  reflects  the  write-off  of  debt  costs  associated  with
financing  transactions that the Company decided not  to  pursue  and
higher  costs associated with increased letter of credit requirements
to support the Company's self-insurance program.

      The  Company's effective tax rate for the first quarter of 2002
differed from the statutory federal rate due to foreign taxes and the
recording  of  deferred tax valuation allowances.   As  a  result  of
domestic  losses during the quarter, the Company recorded income  tax
benefits  of $14.0 million and related deferred tax assets  of  $14.0
million  offset  by  a  $14.0 million valuation allowance,  discussed
below.  As disclosed in the Company's 2001 Form 10-K, due to domestic
cumulative  losses  over  the past three  years,  current  accounting
standards  require  the Company to assess the  realizability  of  its
domestic  net  deferred tax asset ($116.6 million  as  of  March  31,
2002). Through the use of tax planning strategies, involving the sale
of  appreciated assets, the Company has determined that  it  is  more
likely  than not that $62.6 million of its domestic net deferred  tax
asset  as  of  March  31,  2002 will be realized.   Accordingly,  the
Company  recorded  an additional $14 million deferred  tax  valuation
allowance  in the first quarter of 2002.  As of March 31,  2002,  the
valuation  allowance  was $54 million.  Until the  recent  cumulative
loss  is  eliminated, the Company will continue to record  additional
valuation  allowance  against  any tax benefit  arising  from  future
domestic operating losses.  The Company will assess the realizability
of  its  deferred  tax  assets on an ongoing  basis  and  adjust  the
valuation allowance as appropriate.

     The Company's effective income tax rate for the first quarter of
2001  differed  from  the statutory federal  rate  due  primarily  to
foreign and state taxes and non-deductible items.

      Return  to profitability by the latter portion of 2002 will  be
dependent  on  an  improvement in the economic environment,  improved
operating  performance  and alignment of costs  with  lower  business
levels.   In  the  interim, management will continue with  aggressive
cost  control  plans  to align operating costs  with  lower  business
levels.  These plans include an immediate and continuing reduction of
workforce  and expansion of programs aimed at increasing pick-up  and
delivery  and dock efficiencies, increasing load factor and  reducing
claims  expense  that  have proved successful at  selected  terminals
during 2001.  Management is also focused on improving revenue through
better  freight mix, emphasizing high margin services and  increasing
revenue  per shipment.  Starting in the fourth quarter of  2001,  the
Company  began carefully reviewing its business activities  with  its
customers  in an effort to secure additional business and  to  ensure
that it is fairly compensated for the services provided.  As part  of
this plan, the Company began reviewing contract accounts as they came
up  for  renewal during the fourth quarter of 2001 and is  continuing
this   review  in  2002.   Further  deterioration  in  the   economic
environment or failure of the Company to achieve a cost structure  in
line  with lower business levels would have a material adverse effect
on the Company's financial position and results of operations.

      As  of  March  31,  2002, approximately 80%  of  the  Company's
domestic   employees  were  represented  by  various  labor   unions,
primarily  the  International Brotherhood  of  Teamsters  (IBT).  The
Company  and  the  IBT  are  parties to the National  Master  Freight
Agreement,  which  expires on March 31, 2003.  Although  the  Company
believes  it  will be able to successfully negotiate a  new  contract
with  the IBT, there can be no assurance 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 the Company's financial position and results of operations.

      On  April  1, 2002, a 2.0% wage and benefit increase went  into
effect   for  employees  covered  by  the  National  Master   Freight
Agreement.  The  increase  is  expected to  add  approximately  $13.5
million of expense in 2002.

      As  discussed above, the Company experienced lower average fuel
costs  per gallon during the first quarter of 2002 compared with  the
same period in 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 in July 1999 and remains in effect. 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.


LIQUIDITY AND CAPITAL RESOURCES

     As previously disclosed, the Company's financing requirements to
fund  operations and capital expenditures and to support  letters  of
credit  in 2002 are expected to be approximately $45 to $55  million.
The  Company  will  fund these requirements using the  proceeds  from
asset backed financing agreements and availability under its existing
credit facilities, each of which is discussed below.

      In  February  2002,  the  Company secured  a  net  $45  million
financing  agreement  secured by terminal properties,  of  which  $20
million,  after  $2.4 million of deferred loan costs, was  funded  in
February and $25 million, after  deferred loan costs of $3.0 million,
was funded in April. Under the agreement, the Company contributed  39
terminal  properties  with  a  net book value  of  approximately  $67
million  to  CFCD  2002  LLC,  a wholly owned,  consolidated  special
purpose company.  CFCD 2002 LLC used the properties as collateral for
the  borrowings.  Borrowings bear interest at LIBOR  plus  375  basis
points.  Principal and interest payments are due monthly over  a  15-
year  period.   The  Company was required to issue  $8.2  million  of
letters  of  credit to secure the first year's payment of  principal,
interest, property taxes and insurance.  Those letters of credit were
issued   under   the  Company's  $200  million  accounts   receivable
securitization agreement, discussed below.   The initial $20  million
of  proceeds  was  used to pay down short-term borrowings  under  the
Company's  $200 million accounts receivable securitization agreement.
Subsequent to the paydown, the Company issued a $20 million letter of
credit  under  the  securitization agreement  to  support  its  self-
insurance program.

      Also in February 2002, the Company completed a three-year, $4.1
million  financing  agreement  secured  by  revenue  equipment  of  a
Canadian  subsidiary.  The revenue equipment had a net book value  of
approximately  $12.3  million as of March 31, 2002.   The  borrowings
bear interest at 7.2%.  Principal and interest are payable monthly.

      In April 2002, the Company completed a three-year, $5.5 million
financing  agreement  secured by a terminal property  of  a  Canadian
subsidiary.   The  terminal  property  had  a  net  book   value   of
approximately $0.4 million as of March 31, 2002.  The borrowings bear
interest at 6.25%.  Principal and interest are payable monthly  using
a 25-year amortization schedule, with a remaining lump sum payment at
the end of the three-year period.

      The  Company  is  currently  negotiating  additional  financing
agreements  for approximately $20 million, secured by assets  of  the
Canadian  subsidiaries.   Of  this amount,  the  Company  has  credit
committee   approval   and  is  in  the  documentation   stages   for
approximately $13 million and expects to receive funding  during  the
second  quarter of 2002. Approximately $10 million of the $13 million
will  be  available  for transfer to the U.S.  operations.   However,
there  can be no assurance that the Company will be able to  complete
these transactions or that the final terms will be reasonable.

      The  Company  is focused on improving both short and  long-term
liquidity.  The Company has significant additional unleveraged assets
and  is  considering other asset-backed borrowings and  the  sale  of
surplus real properties. However, there can be no assurance that  the
Company will be able to complete these transactions or that the final
terms will be reasonable.

      If  business  conditions and the Company's performance  do  not
improve  and  the Company is unable to align its cost structure  with
lower business levels, cash requirements to fund operations could  be
significantly  higher  than anticipated and  would  have  a  material
adverse  effect on the Company's financial position and would require
additional financing.  The ability of the Company to continue to fund
operations  and  meet  its  obligations as  they  come  due  will  be
dependent  on  reducing  operating losses  and  maintaining  adequate
liquidity.


Existing Credit Facilities

       The   Company   has   a   $200  million  accounts   receivable
securitization agreement to provide for working capital and letter of
credit needs. As of March 31, 2002, outstanding borrowings were  $3.7
million,  bearing  interest at LIBOR plus 250 basis  points  (4.87%).
Letters  of  credit outstanding were $128.8 million, of which  $117.0
million  are  used  to support the Company's self-insurance  program.
Availability  of the remaining borrowing capacity is dependent  on  a
daily calculation of eligible accounts receivable which is subject to
business level fluctuations which may further limit availability.  To
the  extent  that  eligible accounts receivable are  insufficient  to
support  issued letters of credit, the Company is required to provide
cash  collateral to the lender.  The Company was required to  provide
as  much  as  $10 million of cash collateral  in  April 2002  due  to
fluctuation of the eligible accounts receivable.

      The Company also has a revolving credit agreement with the same
lender,  secured  by real property to provide for short-term  working
capital  needs and other general corporate purposes.  During February
2002,  this agreement was amended, extending the term until  February
2004  and  limiting  borrowings to a  maximum  of  $42  million.  The
agreement  contains mandatory paydown provisions using a  portion  of
the  proceeds  of future debt offerings and asset sales,  which  will
limit  future  availability.  Due to certain asset sales  during  the
quarter,  maximum  availability was reduced to $41.2  million  as  of
March  31,  2002,  of  which $34.7 million was  outstanding,  bearing
interest at 10%.

      The  combined  availability of funds under the above  financing
agreements  was  $6.5 million as of March 31, 2002.  Consistent  with
these  types of agreements, the availability ranged from  $0  to  $15
million  during  the  quarter ended March 31,  2002.   The  continued
availability  of funds under the above agreements requires  that  the
Company comply with certain financial covenants, the most restrictive
of which are to maintain a minimum EBITDAL (earnings before interest,
taxes, depreciation, amortization and lease expense) and fixed charge
coverage  ratio.  To cure violations of these covenants as  of  March
31, 2002, the covenants were amended on April 8, 2002.  The following
are  the  minimum  EBITDAL and fixed charge coverage  ratio  covenant
requirements for 2002.  The Company's actual EBITDAL and fixed charge
coverage ratio were $(10,723,000) and (1.17) to 1, respectively,  for
the quarter ended March 31, 2002.


Minimum Required Covenant Levels
(Dollars in thousands)

Period Ended                                         Fixed
                                                     Charge
                                                     Coverage
                                          EBITDAL    Ratio

Three months ended March 31, 2002       $(13,300)    (1.80)
Six months ended June 30, 2002           (16,400)    (1.20)
Nine months ended September 30, 2002       1,400     (0.30)
Year ended December 31, 2002              20,500      0.20


      If  the  Company does not improve operating performance through
improved  business levels and additional cost reduction  efforts,  it
may violate the amended covenants in 2002.  There can be no assurance
that  the  lender  will  grant waivers or  additional  amendments  if
required.   The  inability of the Company to meet  its  covenants  or
obtain  waivers or additional amendments, if required, would  require
the  Company  to  secure  alternative  financing  to  fund  operating
activities  and  provide letters of credit necessary to  support  its
self-insurance program in 2002.  Failure to secure letters of  credit
to  support  the self-insurance program would require the Company  to
fund  state  insurance programs which would have a  material  adverse
effect on the Company's financial position.


Cash Flows for the Quarter Ended March 31, 2002 and 2001

      Cash  and  cash equivalents were $13.3 million as of March  31,
2002.  Drafts outstanding, which are included in Accounts Payable  on
the  Consolidated  Balance  Sheet, were  $22.2  million.   Cash  flow
provided by operations for the first quarter of 2002 was $3.5 million
compared  with $3.7 million used by operations in the same period  of
2001.   Cash  flow  provided from operations  was  primarily  due  to
collections  of  accounts receivable and aggressive  cash  management
during the quarter.

      Cash  flows  provided by investing activities of  $3.1  million
compares  with  cash  flows  used by investing  activities  of  $32.7
million  in the same period last year.  The reduction in capital  and
software expenditures from $34.8 million in the prior year period  to
$1.2  million  in the current year reflects management's  efforts  to
improve  the  Company's  liquidity  by  deferring  all  non-essential
expenditures.  The  Company  expects  capital  expenditures   to   be
approximately $6 million for the remainder of 2002, primarily for the
purchase of revenue and miscellaneous equipment, but has the  ability
to defer these expenditures into future years.

      Cash  flows  used  by financing activities  was  $21.5  million
compared with $28.0 million provided in the prior year.  As discussed
above, the Company completed a net $45 million financing agreement in
February  2002, of which $20 million, net of deferred loan  costs  of
$2.4  million, was funded in February.  The $20 million  of  proceeds
was  used  to  pay down borrowings under the Company's  $200  million
credit  facility in order to issue letters of credit to  support  the
Company's  self-insurance  program. Also  in  February,  the  Company
completed  a  $4.1  million financing agreement secured  by  Canadian
assets.  The Company repaid an additional $25.6 million of borrowings
under its credit facilities during the quarter.


Contractual Cash Obligations
As of March 31, 2002
(Dollars in thousands)
                                       Payments Due In

                     Less than     1 to 3      4 to 5      After
                      1 Year        Years       Years     5 Years    Total

Operating Leases     $29,107       $51,263     $21,853    $15,485  $117,708

Long-Term Debt (a)     3,326        27,923       5,222     38,596    75,067

Interest on Long-
  Term Debt (b)        4,033         7,246       5,030     13,141    29,450

Total                $36,466       $86,432     $32,105    $67,222  $222,225



(a) Includes agreements funded subsequent to March 31, 2002 as discussed above.
(b) Assumes no change in LIBOR.


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; weather; environmental and  tax  matters;
changes  in governmental regulation; technology costs; legal  claims;
timing  and  amount of capital expenditures; and failure  to  execute
operating  plans,  freight mix adjustment plans,  yield  improvements
efforts, process and operations improvements, cost reduction efforts,
customer  service  initiatives;  pension  funding  requirements;  and
financing needs and availability.   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 (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

            10.01 Fifth Amendment, dated January 18, 2002, to the Credit
                  Agreement among Consolidated Freightways Corporation, as
                  Borrower and General Electric Capital Corporation, as
                  Lender, dated October 24, 2001.

            10.02 Sixth Amendment, dated February 19, 2002, to the Credit
                  Agreement among Consolidated Freightways Corporation, as
                  Borrower and General Electric Capital Corporation, as
                  Lender, dated October 24, 2001.

            10.03 Seventh Amendment, dated February 22, 2002, to the
                  Credit Agreement among Consolidated Freightways Corporation,
                  as Borrower and General Electric Capital Corporation,
                  as Lender, dated October 24, 2001.

            10.04 Seventh Amendment, dated January 18, 2002, to the Letter
                  of Credit Agreement between Consolidated Freightways
                  Corporation and General Electric Capital Corporation
                  dated April 27, 2001.

            10.05 Eighth Amendment, dated February 19, 2002, to the Letter
                  of Credit Agreement between Consolidated Freightways
                  Corporation and General Electric Capital Corporation
                  dated April 27, 2001.

            10.06 Seventh Amendment, dated February 19, 2002, to the
                  Securitization Agreement between Consolidated Freightways
                  Corporation and General Electric Capital Corporation dated
                  April 27, 2001.

       (b)  No reports on Form 8-K were filed in the quarter ended
            March 31, 2002.



                             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)


April 30, 2002                       /s/Robert E. Wrightson
                                     Robert E. Wrightson
                                     Executive Vice President and
                                      Chief Financial Officer


April 30, 2002                       /s/James R. Tener
                                     James R. Tener
                                     Vice President and Controller