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 June 30, 1997

                                 OR

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

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


                    Commission File Number  1-12149


                CONSOLIDATED FREIGHTWAYS CORPORATION


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

              175 Linfield Drive, Menlo Park, CA  94025
                   Telephone Number (415) 326-1700


Indicate  by  check  mark whether the registrant (1)  has  filed  all
reports  required  to  be  filed by  Sections  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months  (or
for such shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing requirements  for
the past 90 days.  Yes___X___     No_______




          Number of shares of Common Stock, $.01 par value,
             outstanding as of July 31, 1997: 22,025,323


                 CONSOLIDATED FREIGHTWAYS CORPORATION
                              FORM 10-Q
                     Quarter Ended June 30, 1997

_____________________________________________________________________
_____________________________________________________________________


                                INDEX



PART I.  FINANCIAL INFORMATION                                      Page

  Item 1. Financial Statements

          Consolidated Balance Sheets -
                June 30, 1997 and December 31, 1996                   3

          Statements of Consolidated Operations -
               Three and Six Months Ended June 30, 1997 and 1996      5

          Statements of Consolidated Cash Flows -
               Six Months Ended June 30, 1997 and 1996                6

          Notes to Consolidated Financial Statements                  7

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


PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings                                          12

  Item 4. Submission of Matters to a Vote of Security Holders        12

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


SIGNATURES                                                           13



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                 June 30,    December 31,
                                                   1997         1996
                                                    (Dollars in thousands)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $  59,801     $   48,679
  Trade accounts receivable, net of allowances       317,664        285,410
  Other receivables                                    8,495          3,339
  Operating supplies, at lower of average
    cost or market                                     9,491         11,511
  Prepaid expenses                                    42,292         35,848
  Deferred income taxes                               33,254         35,470
     Total Current Assets                            470,997        420,257

PROPERTY, PLANT AND EQUIPMENT, at cost
  Land                                                78,751         78,989
  Buildings and improvements                         342,853        343,023
  Revenue equipment                                  560,502        559,823
  Other equipment and leasehold improvements         116,921        115,317
                                                   1,099,027      1,097,152
     Accumulated  depreciation  and  amortization   (697,272)      (680,464)
                                                     401,755        416,688
OTHER ASSETS
  Deposits and other assets                           11,399         10,808
  Deferred income taxes                                9,581          9,334
                                                      20,980         20,142

TOTAL ASSETS                                      $  893,732     $  857,087



     The accompanying notes are an integral part of these statements.

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                June 30,     December 31,
                                                  1997          1996
                                                (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                           $   77,305     $   87,511
  Accrued liabilities                           218,755        187,267
  Accrued claims costs                           84,574         95,780
  Federal and other income taxes                 12,809          4,083
     Total Current Liabilities                  393,443        374,641

LONG-TERM LIABILITIES
  Long-term debt                                 15,100         15,100
  Accrued claims costs                          116,289        110,200
  Employee benefits                             115,189        113,312
  Other liabilities and deferred credits         33,001         33,136
     Total Liabilities                          673,022        646,389

SHAREHOLDERS' EQUITY
  Preferred stock, $.01 par value; authorized
     5,000,000 shares, issued none                   --             --
  Common stock, $.01 par value; authorized
     50,000,000 shares; issued and outstanding
     22,025,323 shares                              220            220
  Additional paid-in capital                     57,174         57,174
  Cumulative translation adjustment              (5,070)        (4,910)
  Retained earnings                             168,386        158,214
      Total Shareholders' Equity                220,710        210,698

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $  893,732     $  857,087


      The accompanying notes are an integral part of these statements.



<TABLE>

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


                                          Three Months Ended         Six Months Ended
                                                June 30,                   June 30,
                                           1997         1996          1997         1996

                                         <C>          <C>           <C>           <C>
<S>
REVENUES                                 $  578,623   $  529,997    $ 1,124,256   $ 1,032,541

COSTS AND EXPENSES
    Salaries, wages and benefits            378,483      367,631        736,480       723,982
    Operating expenses                       88,243       84,751        178,985       167,576
    Purchased transportation                 45,591       41,197         88,928        78,785
    Operating taxes and licenses             18,557       19,259         36,598        38,259
    Claims and insurance                     17,561       14,068         31,360        28,313
    Depreciation                             13,512       16,758         26,692        33,850
                                            561,947      543,664      1,099,043     1,070,765

OPERATING INCOME (LOSS)                      16,676      (13,667)        25,213       (38,224)

OTHER INCOME (EXPENSE)
   Investment income                            237           93            431           171
   Interest expense                            (871)        (195)        (1,170)         (435)
   Miscellaneous, net                          (711)        (729)        (1,144)       (2,352)
                                             (1,345)        (831)        (1,883)       (2,616)

Income (loss) before income
  taxes (benefits)                           15,331      (14,498)        23,330       (40,840)
Income taxes (benefits)                       8,413       (6,566)        13,158       (12,772)

NET INCOME (LOSS)                        $    6,918   $   (7,932)   $    10,172   $   (28,068)

Primary average shares outstanding       22,025,323   22,025,323     22,025,323    22,025,323
Fully diluted average
     shares outstanding (1)              22,766,560   22,025,323     22,025,323    22,025,323


Primary Earnings (Loss) per Share:       $     0.31   $    (0.36)   $      0.46   $     (1.27)

Fully Diluted Earnings (Loss) per Share  $     0.30   $    (0.36)   $      0.46   $     (1.27)

<FN>

(1) The three months ended June 30, 1997 includes the dilutive effects of the Company's
    restricted stock plan.  See Note 2.


                The accompanying notes are an integral part of these statements.

</TABLE>




                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                      Six Months Ended
                                                           June 30,
                                                     1997           1996
                                                 (Dollars in thousands)

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

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                  10,172        (28,068)
  Adjustments to reconcile net income
   (loss) to net cash provided (used) by
   operating activities:
     Depreciation and amortization                   27,574         35,105
     Increase (decrease) in deferred income taxes     1,969         (8,303)
     Gains  from property disposals, net               (804)        (1,404)
  Changes in assets and liabilities:
      Receivables                                   (37,410)       (37,097)
      Prepaid  expenses                              (6,444)        (3,566)
      Accounts  payable                             (10,206)         1,317
      Accrued liabilities                            31,488         17,713
      Accrued  claims costs                          (5,117)         4,538
      Income taxes                                    8,726         (1,349)
      Employee benefits                               1,877          3,594
      Other                                             324          5,327
  Net Cash Provided (Used) by Operating Activities   22,149        (12,193)

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital  expenditures                            (12,653)       (29,409)
   Proceeds from sales of property                    1,626          3,363
   Net Cash Used by Investing Activities            (11,027)       (26,046)

CASH FLOWS FROM FINANCING ACTIVITIES
  Former parent investments and advances               --           49,438
  Net Cash Provided by Financing Activities            --           49,438

Increase in Cash and Cash Equivalents                11,122         11,199

CASH AND CASH EQUIVALENTS, END OF PERIOD          $  59,801      $  37,757

      The accompanying notes are an integral part of these statements.





                CONSOLIDATED FREIGHTWAYS CORPORATION
                           AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Presentation

        The    accompanying    consolidated   financial    statements    of
Consolidated   Freightways  Corporation  and  subsidiaries  (the   Company)
have   been   prepared  by  the  Company,  without  audit  by   independent
public   accountants,  pursuant  to  the  rules  and  regulations  of   the
Securities   and  Exchange  Commission.   In  the  opinion  of  management,
the   consolidated  financial  statements  include  all  normal   recurring
adjustments  necessary  to  present  fairly  the  information  required  to
be   set   forth   therein.   Certain  information  and  note   disclosures
normally  included  in  financial statements prepared  in  accordance  with
generally   accepted   accounting  principles  have   been   condensed   or
omitted  from  these  statements pursuant to  such  rules  and  regulations
and,  accordingly,  should  be read in conjunction  with  the  consolidated
financial  statements  included  in the Company's  1996  Annual  Report  to
Shareholders.

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


2. Stock Compensation

        Under   the  Company's  Stock  Option  and  Incentive   Plan,   the
Company  previously  granted  2,146,450  shares  of  restricted  stock   to
non-employee  directors  and  certain  designated  employees  in   December
1996.    During  the  three  months  ended  June  30,  1997,  the   Company
granted   a   net   additional  460,817  shares   to   certain   designated
employees.   As  of  June  30,  1997, these  granted  but  unissued  shares
had  an  aggregate  market  value of $42.7 million.    Subsequent  to  June
30,  1997,  the  Company  granted  an  additional  680,925  shares  to  the
remainder  of  its  regular full-time employees.    The  shares  vest  over
three   years   and   are  contingent  upon  the  Company's   stock   price
achieving   pre-determined  increases  over  the   grant   price   for   10
consecutive  trading  days  following  each  anniversary  of   the   grant.
The  grants  made  in  1997 are subject to the same  vesting  schedule  and
restrictions  as  the  initial grant.  If performance  conditions  are  met
in  December  1997,   approximately 1,096,100 shares of  common  stock,  or
one-third  of  the  total  grant, will be issued and  compensation  expense
will  be  recognized  based on the then market price of  the  stock.  Based
on  the  market  price  of the stock on June 30, 1997,  the  Company  would
recognize   a   $10.8  million  non-cash  charge,  net   of   related   tax
benefits.


3. Recent Accounting Pronouncements

       In   February   1997,  the  Financial  Accounting  Standards   Board
(FASB)   issued  Statement  of  Financial  Accounting  Standards  No.   128
"Earnings   per   Share."    This   statement   changes   the   method   of
calculating   earnings   per  share.   Primary  earnings   per   share   is
replaced  with  Basic  Earnings  per Share and  is  calculated  using  only
the   weighted   average  shares  outstanding  for  the   period,   without
giving   effect   to  potentially  dilutive  instruments.   Fully   diluted
earnings  per  share  is calculated similar to that under  APB  15,  except
that  under  the  treasury stock method, the average stock  price  for  the
period  is  used  instead  of the higher of the average  or  closing  stock
price.    This   statement  is  effective  for  financial   statements   of
periods  ending  after  December  15,  1997,  with  restatement  of   prior
period   earnings   per  share  required.   Earlier  application   is   not
permitted.  If  the  Company  adopted  this  statement  as  of  January  1,
1997,  basic  and  fully  diluted earnings per  share  for  the  three  and
six  months  ended  June  30, 1997 would have  been  $0.31  and  $0.31  and
$0.46  and  $0.46,  respectively.   For the  three  and  six  months  ended
June   30,  1996,  basic  and  fully  diluted  earnings  (loss)  per  share
would   have   been   ($0.36)  and  ($0.36)  and   ($1.27)   and   ($1.27),
respectively.

      In  June  1997,  the  FASB issued Statement of  Financial  Accounting
Standards  No.  130,  "Reporting  Comprehensive  Income."   This  statement
requires   that   all   items  of  comprehensive  income   be   prominently
displayed  in  the  financial  statements.  Comprehensive  income  is   the
change  in  equity  during  a  period from  transactions  or  other  events
with  non-owner  sources.   This statement is effective  for  fiscal  years
beginning  after  December  15,  1997.   Reclassification  of  prior   year
financial   statements   is  required.   If  the   Company   adopted   this
statement  as  of  January  1, 1997, comprehensive  income  for  the  three
and  six  months  ended  June  30,  1997 would  have  been  $6,835,000  and
$10,076,000,  respectively.  For  the  three  and  six  months  ended  June
30,   1996,   comprehensive   loss  would  have   been   $(7,951,000)   and
$(27,842,000), respectively.

       Also   in   June  1997  the  FASB  issued  Statement  of   Financial
Accounting   Standards  No.  131,  "Disclosures  about   Segments   of   an
Enterprise   and  Related  Information."   This  statement   requires   the
presentation  of  financial  information on  the  same  basis  that  it  is
used   within   an   organization  to  evaluate  segment  performance   and
allocate  resources.   It  also  will require  enhanced  disclosures  about
geographic,   product   and  service  information.    This   statement   is
effective   for   financial   statements   of   periods   beginning   after
December   15,   1997.    Management  expects   that   adoption   of   this
statement   will   not   have   a  material   effect   on   its   reporting
requirements.


4.  Contingencies

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




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


      The  Company  earned  net income of $6.9 million  and  $10.2  million
for  the  three  and  six  months ended June 30,  1997,  on  year-over-year
revenue  increases  of  9.2% and 8.9%, respectively.   This  compares  with
net  losses  of  $7.9  million and $28.1 million for the  same  periods  in
the  prior  year.   The  increases in revenues were due  to  increased  net
revenue  per  hundred  weight and increased tonnage  levels.   Net  revenue
per  hundred  weight  increased  5.6%  and  4.1%,  respectively,  over  the
same  periods  in  the  prior  year as the  Company  continued  to  benefit
from   the   retention  of  the  general  rate  increase   implemented   on
January   1,  1997.   Year-over-year  total  and  higher  rated  less-than-
truckload   tonnage  increased  3.9%  and  4.1%,  respectively,   for   the
three  months  ended  June  30, 1997 and 5.2% and 5.2%,  respectively,  for
the  six  months  ended  June 30, 1997.  The increases  in  tonnage  levels
were  primarily  attributable  to the fact  that  the  prior  year  tonnage
levels   were  depressed  following  the  implementation  of  the  Business
Accelerator  System  (BAS),  a  re-engineering  of  the  Company's  freight
flow system, in October 1995.

      Operating  income  was  $16.7 million  for  the  three  months  ended
June  30,  1997,  an increase of $30.3 million over the  same  period  last
year  while  the  six  month  operating  income  of  $25.2  million  was  a
$63.4  million  improvement.  The operating  ratio  for  the  three  months
ended  June  30,  1997  improved to 97.1% from 102.6%  in  the  prior  year
while  the  operating  ratio for the six month  period  improved  to  97.8%
from  103.7%.   The  improvements  were due  to  the  previously  mentioned
increases  in  net  revenue  per hundred weight combined  with  lower  cost
per  hundred  weight.   Cost per hundred weight  decreased  1.4%  and  3.2%
for   the   three  and  six  months  ended  June  30,  1997,  respectively,
compared  with  the  prior year for reasons discussed  below.   Prior  year
results   were   adversely  impacted  by  depressed  tonnage   levels   and
expenses incurred associated with the implementation of BAS.

      Salaries,  wages  and  benefits  increased  3.0%  and  1.7%  for  the
three  and  six  months  ended  June 30,  1997,  respectively,  on  tonnage
increases   of   3.9%  and  5.2%,  respectively,  discussed   above.    The
marginal   increases  in  salaries,  wages  and  benefits   were   due   to
productivity  gains,  improved  workers'  compensation  claims   experience
and   increased   use   of   purchased   transportation,   offset   by   an
approximately  $10  million  increase in Teamster  wages  and  benefits  in
the  second  quarter.   Operating expenses  increased  4.1%  and  6.8%  for
the   three  and  six  month  periods  in  line  with  increased   business
levels   and   partially   due  to  higher  vehicle   maintenance   expense
associated  with  an  aging  linehaul fleet.   The  Company  continued  its
use  of  lower  cost  rail services in strategic lanes  during  the  second
quarter    of    1997,    which    resulted    in    increased    purchased
transportation  expense  of  10.7%  over  the  prior  year.   For  the  six
months  ended  June  30,  1997,  rail  miles  as  a  percentage  of   total
inter-city  miles  increased  to  26%  from  23%  in  the  previous   year.
Claims  and  insurance  expense increased 24.8% and  10.8%  for  the  three
and   six   month  periods,  respectively,  reflecting  increased  business
levels   and   higher  than  anticipated  claims  expense.     Depreciation
expense   decreased  approximately  21.1%  from  the  six    month   period
last  year  due  primarily  to  a higher proportion  of  fully  depreciated
equipment   in   1997.   Also  contributing  to  the   decrease   was   the
transfer  of  $57.6  million  of excess properties  to  the  former  parent
concurrent with the spin-off.

      Other  expense,  net,  for  the three  months  ended  June  30,  1997
increased  61.9%  over  the  same  period  last  year  primarily   due   to
interest  expense  on  other  long- term liabilities,  excluding  long-term
debt.   For  the  six  months  ended June 30,  1997,  other  expense,  net,
decreased  28.0%  primarily  due  to  the  absence  in  1997  of   interest
expense  on  borrowings  from  the former parent,  which  was  included  in
Miscellaneous,  net,  offset  partially by  the  above  mentioned  interest
expense on other long-term liabilities.

       The   Company's  effective  income  tax  (benefit)  rates  for   the
three  and  six  months  ended  June 30, 1997  and  1996  differ  from  the
statutory   Federal  rate  due  primarily  to  foreign   taxes   and   non-
deductible items.

       Management  anticipates  that  tonnage  growth  experienced  in  the
first  half  of  1997  will not continue for the  remainder  of  the  year.
As  discussed  above,  the  tonnage  increases  in  the  six  months  ended
June  30,  1997  were  due mainly to the fact that the prior  year  tonnage
levels   were  depressed  following  implementation  of  BAS.    Also,   as
management     continues   to    emphasize   account   profitability,    it
anticipates   that   some   business  will  be   lost.    Management   will
continue  its  emphasis  on  aggressive  claim  containment  as   well   as
maximizing  the  efficient  use of its existing  capacity.   The  April  1,
1997  Teamster  wage  and  benefit  increase,  which  covers  approximately
85%    of    the   Company's   domestic   employees,   will    result    in
approximately  $20  million  of  additional  wages  and  benefits  in   the
remainder  of  1997  compared  with  the  1996  levels.  As  discussed   in
Footnote  2  in  Part  1 of this Form 10-Q, the Company  has  a  restricted
stock  program.   If  performance conditions  are  met  in  December  1997,
approximately  1,096,100  shares  of  common  stock  will  be  issued   and
compensation  expense  will  be  recognized  based  on  the   then   market
price  of  the  stock.   Based on the market price of  the  stock  on  June
30,   1997,   the   Company  would  recognize  a  $10.8  million   non-cash
charge, net of related tax benefits.

      The  Company  is  currently studying the impact of Year  2000  issues
on  its  operations.  Management does not expect that  the  final  cost  of
bringing   computer   systems  into  compliance  will   have   a   material
adverse  effect  on  the  Company's  financial  condition  or  results   of
operations.


LIQUIDITY AND CAPITAL RESOURCES

      As  of  June  30,  1997, the Company had $59.8 million  in  cash  and
cash  equivalents.   Net  cash  flow from operations  for  the  six  months
ended  June  30,  1997 was $22.1 million due primarily to  net  income  and
depreciation   and  amortization  offset  by  changes  in   components   of
working   capital.     The  increase  in  accounts  receivable   of   $37.4
million   reflects   increased  sales  per  day  as  well   as   a   slight
deterioration   in  days  sales  outstanding  for  which   management   has
implemented   programs  aimed  at  increasing  collections.   The   Company
occasionally  borrowed  funds  under its  secured  credit  facility  during
the  six  months  ended  June  30, 1997,  and  ended  the  period  with  no
borrowings  outstanding.   Management expects  cash  flow  from  operations
for  the  remainder  of  1997 will be sufficient for  working  capital  and
capital  expenditure  requirements.   Capital  expenditures  for  the   six
months  ended  June  30,  1997  were  $12.7  million  compared  with  $29.4
million  in  the  same  period  of  the  previous  year,  reflecting  fewer
required   fleet  replacements  and  facility  expenditures.  The   Company
expects  capital  expenditures  to be approximately  $17  million  for  the
remainder   of  1997  and  will  fund  these  with  cash  from   operations
supplemented by financing arrangements, if necessary.

      The  Company  has  a  $225.0  million secured  credit  facility  with
several  banks  to  provide  for  working  capital  and  letter  of  credit
needs.   Working  capital  borrowings are limited  to  $100  million  while
letters  of  credit  are  limited  to $150 million.  Borrowings  under  the
agreement,  which  expires  in  2000,  bear  interest  based  upon   either
prime  or  LIBOR,  plus  a  margin dependent  on  the  Company's  financial
performance.    Borrowings   and  letters  of   credit   are   secured   by
substantially  all  of  the  assets (excluding real  property  and  certain
rolling   stock)  of  Consolidated  Freightways  Corporation  of   Delaware
(CFCD),   a   wholly  owned  subsidiary  of  the  Company,   all   of   the
outstanding  stock  of  CFCD and 65% of the outstanding  capital  stock  of
Canadian   Freightways  Limited  (CFL),  a  wholly  owned   subsidiary   of
CFCD.   As  of  June  30,  1997, the Company had no  short-term  borrowings
and   $83.3   million   of  letters  of  credit  outstanding   under   this
facility.   The   continued  availability  of  funds  under   this   credit
facility   will  require  that  the  Company  remain  in  compliance   with
certain  financial  covenants.   The  most  restrictive  covenants  require
the  Company  to  maintain  a  minimum level of earnings  before  interest,
taxes,  depreciation  and  amortization, minimum amounts  of  tangible  net
worth   and   fixed  charge  coverage,  and  limit  capital   expenditures.
The  Company  is  in compliance as of June 30, 1997 and expects  to  be  in
compliance with these covenants for the remainder of the year.


INFLATION

      Significant  increases  in fuel prices,  to  the  extent  not  offset
by  increases  in  transportation rates,  would  have  a  material  adverse
effect   on   the   profitability  of  the  Company.   Historically,    the
Company  has  responded  to  periods  of  sharply  higher  fuel  prices  by
implementing  fuel  surcharge programs or base  rate  increases,  or  both,
to  recover  additional  costs, but there can  be  no  assurance  that  the
Company  will  be  able  to  successfully  implement  such  surcharges   or
increases  in  response  to  increased  fuel  costs  in  the  future.   The
Company  currently  has  in  place a fuel  surcharge  program  in  response
to the increased fuel prices that began in 1996 and continue in 1997.

OTHER

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

       The   Company   has   received  notices   from   the   Environmental
Protection   Agency  and  others  that  it  has  been   identified   as   a
potentially    responsible    party   (PRP)   under    the    Comprehensive
Environmental   Response  Compensation  and  Liability  Act   (CERCLA)   or
other  Federal  and  state  environmental  statutes  at  various  Superfund
sites.     Based   upon   cost  studies  performed  by  independent   third
parties,  the  Company  believes  its  obligations  with  respect  to  such
sites   would  not  have  a  material  adverse  effect  on  its   financial
condition or results of operations.

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

       Certain   statements  included  herein  constitute  "forward-looking
statements"   within  the  meaning  of  Section  21E  of   the   Securities
Exchange  Act  of  1934,  as  amended, and  are  subject  to  a  number  of
risks   and   uncertainties.   In  that  regard,  the  following   factors,
among  others,  could  cause actual results and  other  matters  to  differ
materially  from  those  in such statements: changes  in  general  business
and    economic   conditions;   increasing   domestic   and   international
competition  and  pricing  pressure; changes in  fuel  prices;  uncertainty
regarding   the  Company's  ability  to  improve  results  of   operations;
labor   matters,  including  changes  in  labor  costs,  renegotiation   of
labor  contracts  and  the risk of work stoppages or  strikes;  changes  in
governmental  regulation,  and  environmental  and  tax  matters.    As   a
result   of  the  foregoing,  no  assurance  can  be  given  as  to  future
results of operations or financial condition.



                     PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings

     As  previously  disclosed,  the  Company  has  received  notices  from
the   Environmental  Protection  Agency  and  others  that  it   has   been
identified   as   a   potentially  responsible  party   (PRP)   under   the
Comprehensive   Environmental  Response  Compensation  and  Liability   Act
(CERCLA)   or   other   Federal   and  state  environmental   statutes   at
various   Superfund   sites.    Based  upon  cost  studies   performed   by
independent  third  parties,  the Company  believes  its  obligations  with
respect  to  such  sites  would  not have  a  material  adverse  effect  on
its   financial   condition  or  results  of  operations.   Certain   legal
matters   are   discussed   in  Note  4  in  the  Notes   to   Consolidated
Financial Statements in Part I of this form.


ITEM 4.  Submission of Matters to a Vote of Security Holders

   At  the  Annual  Shareholders Meeting held May 12, 1997,  the  following
matters were presented with the indicated voting results:

   For  the  purpose  of electing members of the Board  of  Directors,  the
votes representing shares of Common stock were cast as follows:


                 Nominee             For            Withheld
            W. Roger Curry       19,446,597          104,133
            G. Robert Evans      19,462,109           88,621
            James B. Malloy      19,461,069           89,661


   The  following  directors did not stand for election  and  continued  in
office  as  directors  after  the  Annual Shareholders  Meeting:   Paul  B.
Guenther,   Robert  W.  Hatch,  J. Frank Leach,  John  M.  Lillie,  Raymond
F. O'Brien and William D. Walsh.



ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

          (10.1)    Reimbursement and Security Agreement dated July 3, 1997
                    between   Consolidated   Freightways   Corporation
                    and  CNF Transportation Inc.

          (27)      Financial Data Schedule

        (b) Reports on Form 8-K

               No reports on Form 8-K were filed in the quarter ended
                 June 30, 1997.



                             SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company (Registrant) has duly
caused this Form 10-Q Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                Consolidated Freightways Corporation
                                          (Registrant)


August 12, 1997                           /s/David F. Morrison
                                          David F. Morrison
                                          Executive Vice President and
                                          Chief Financial Officer


August 12, 1997                           /s/Robert E. Wrightson
                                          Robert E. Wrightson
                                          Senior Vice President and Controller