Exhibit 10.03


         NINTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS

          THIS  NINTH  AMENDMENT TO LETTER OF  CREDIT  AGREEMENTS
(this "Amendment"), is made and entered into as of April 5,  2002
(the  "Effective  Date"),  by and among CONSOLIDATED  FREIGHTWAYS
CORPORATION, a Delaware corporation ("Debtor"), the other  Credit
Parties  signatory  to the Letter of Credit  Agreement  described
below  (collectively,  together  with  the  Debtor,  the  "Credit
Parties")  and GENERAL ELECTRIC CAPITAL CORPORATION,  a  Delaware
corporation ("GE Capital").

                      W I T N E S S E T H:

          WHEREAS,  Debtor  and GE Capital are  parties  to  that
certain  Letter of Credit Agreement, dated as of April  27,  2001
(as amended to the date hereof, the "Letter of Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in the Letter of Credit
Agreement),  pursuant to which GE Capital has committed  to  make
certain letters of credit available to Debtor; and

          WHEREAS,  Debtor,  the  other  Credit  Parties  and  GE
Capital  desire  to  modify the Letter  of  Credit  Agreement  in
certain respects, all in accordance with and subject to the terms
and conditions set forth herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the Debtor, the other Credit Parties and  GE
Capital do hereby agree as follows:

          1.   Waiver.  Subject to the terms and conditions of this
Amendment,  including without limitation the fulfillment  of  the
conditions  to  effectiveness specified in Section  7  below,  GE
Capital  hereby  waives  (i)  any Default  or  Event  of  Default
resulting  from any failure of Debtor to meet the Minimum  EBITDA
financial covenant in clause (c) of Annex C solely for the Fiscal
Quarters  ending December 31, 2001 and March 31,  2002,  as  such
financial covenant is in effect immediately prior to the date  of
this  Amendment or as it was in effect immediately prior  to  the
Eighth Amendment Effective Date; provided, however that any  such
Default  or  Event of Default shall automatically be restored  if
Debtor  shall  fail  or  have failed  to  satisfy  the  financial
covenant  as  amended hereby, and (ii) any Default  or  Event  of
Default  resulting from any failure of Debtor to meet the Minimum
Fixed  Charge Coverage Ratio financial covenant in clause (a)  of
Annex  C solely for the Fiscal Quarter ending March 31, 2002,  as
such  financial covenant is in effect immediately  prior  to  the
date  of  this Amendment; provided, however that any such Default
or  Event  of Default shall automatically be restored  if  Debtor
shall  fail  or have failed to satisfy the financial covenant  as
amended hereby.

2.   Amendment of the Letter of Credit Agreements.  Subject to
the terms and conditions of this Amendment, including without
limitation the fulfillment of the conditions precedent specified
in Section 7 below, the Letter of Credit Agreement is hereby
amended as follows:
          A.    Section 1.10 of the Letter of Credit Agreement is
hereby  deleted  and  a new Section 1.10 is substituted  in  lieu
thereof to read in its entirety as follows:

                    1.10  Access.   Debtor shall,  during  normal
               business hours, subject to Debtor's reasonable and
               customary  safety,  security  and  confidentiality
               policies  and regulations, from time to time  upon
               one  (1)  Business Day's prior notice: (a) provide
               Creditor  and  any of its officers, employees  and
               agents   access  to  the  properties,  facilities,
               advisors  and  employees (including  officers)  of
               each  Credit  Party  and to  the  Collateral,  (b)
               permit   Creditor,  and  any  of   its   officers,
               employees and agents, to inspect, audit  and  make
               extracts   from  any  Credit  Party's  books   and
               records,   and  (c)  permit  Creditor,   and   its
               officers,   employees  and  agents,  to   inspect,
               review,  evaluate and make test verifications  and
               counts  of  the  Accounts,  Inventory  and   other
               Collateral  of  any Credit Party  and  to  perform
               collateral appraisals and environmental reviews at
               Creditor's  discretion.   Debtor  and  the  Credit
               Parties shall be liable for all costs and expenses
               relating   to   any  and  all  of  the   foregoing
               inspections,  appraisals, evaluations  or  reviews
               conducted  by  Creditor or any  of  its  officers,
               employees  and agents irrespective of  whether  or
               not  any Default or Event of Default exists at the
               time of any such inspection, appraisal, evaluation
               or review.  If a Default or Event of Default shall
               have  occurred and be continuing or if  access  is
               necessary to preserve or protect the Collateral as
               determined  by Creditor, Debtor shall  cause  each
               such  Credit Party to provide such access  at  all
               times and without advance notice.  Furthermore, so
               long  as  any Event of Default shall have occurred
               and  be  continuing, Debtor shall provide Creditor
               with access to the suppliers and customers of each
               Credit  Party.   Debtor shall  cause  each  Credit
               Party  to  make  available  to  Creditor  and  its
               counsel,  as  quickly  as is  possible  under  the
               circumstances, originals or copies  of  all  books
               and  records  which Creditor may request.   Debtor
               shall  cause  each  Credit Party  to  deliver  any
               document or instrument necessary for Creditor,  as
               it  may  from  time  to time  request,  to  obtain
               records  from  any service bureau or other  Person
               which maintains records for such Credit Party, and
               shall  maintain  duplicate records  or  supporting
               documentation  on media, including computer  tapes
               and discs owned by such Credit Party.

          B.    Clause (a) of Annex C is deleted in its  entirety
and replaced with a new clause (a) as set forth below:

                (a)   Minimum Fixed Charge Coverage  Ratio.   The
     Debtor  and  its  Subsidiaries shall have on a  consolidated
     basis, as of the end of each Fiscal Quarter set forth below,
     a Fixed Charge Coverage Ratio for the period set forth below
     of not less than the following:



             Fiscal Quarter              Minimum Fixed
                                            Charge
                                        Coverage Ratio

             for the Rolling Period      0.20 to 1.00
             ending September 30,
             2001

             for the Rolling Period      0.01 to 1.00
             ending December 31, 2001

             for the three month         -1.80 to 1.00
             period ending March 31,
             2002

             for the six month period    -1.20 to 1.00
             ending June 30, 2002

             for the nine month          -0.30 to 1.00
             period ending September
             30, 2002

             for the Rolling Period       0.20 to 1.00
             ending December 31, 2002

             for the Rolling Period      1.70 to 1.00
             ending on each Fiscal
             Quarter thereafter



          C.    Clause (c) of Annex C is deleted in its  entirety
and replaced with a new clause (c) set forth below:

               (c)   Minimum EBITDA.  Debtor and its Subsidiaries
     shall  have  on  a consolidated basis, for each  period  set
     forth below, an EBITDA for such period of not less than  the
     following:

               Fiscal Quarter            Minimum EBITDA

               for the Rolling Period       $8,000,000
               ending September 30,
               2001

               for the Rolling Period       -$3,300,000
               ending December 31, 2001

               for the three month         -$13,300,000
               period ending March 31,
               2002

               for the six month period    -$16,400,000
               ending June 30, 2002

               for the nine month           $1,400,000
               period ending September
               30, 2002

               for the Rolling Period       $20,500,000
               ending December 31, 2002

               for the Rolling Period       $80,000,000
               ending on each Fiscal
               Quarter thereafter



          D.    Annex E is amended by adding  a new clause (m) to
the end thereof to read in its entirety as follows:

                    (m)   Weekly  Cash  Flow Forecast.   No  less
               frequently  than  the last Business  Day  of  each
               calendar  week, a twelve-week cash  flow  forecast
               for  the Debtor and its Subsidiaries for the  next
               succeeding  period of twelve consecutive  calendar
               weeks,  in  such form and with such detail  as  is
               satisfactory  to  Creditor,  accompanied  by  such
               supporting  detail and documentation as  shall  be
               requested    by   Creditor   in   its   reasonable
               discretion.

           E.    Section 6.3(o) of the Letter of Credit Agreement
is  amended  by deleting clause (i) thereof in its  entirety  and
replacing it with a new clause (i) to read as follows:

               (i) the aggregate outstanding principal amount  of
               all   Bayview   Indebtedness  shall   not   exceed
               $48,000,000 plus any capitalized fees at  any  one
               time,

          3.   No Other Amendments.  Except for the waiver expressly set
forth  and  referred to in Section 1 and the amendments expressly
set  forth  and  referred to in Section 2, the Letter  of  Credit
Agreement  shall remain unchanged and in full force  and  effect.
Nothing in this Amendment is intended or shall be construed to be
a novation of any of the Letter of Credit Agreement or to affect,
modify  or  impair the continuity or perfection of  GE  Capital's
Liens under the Collateral Documents.


          4.   Representations and Warranties.  To induce GE Capital to
enter  into  this Amendment, Debtor and each of the other  Credit
Parties  hereby  warrant, represent and covenant  to  GE  Capital
that:  (a) this Amendment has been duly authorized, executed  and
delivered by Debtor and each Credit Party signatory thereto,  (b)
after  giving effect to this Amendment, no Default  or  Event  of
Default  has occurred and is continuing as of this date, and  (c)
after giving effect to this Amendment, all of the representations
and warranties made by Debtor and each Credit Party in the Letter
of Credit Agreement are true and correct in all material respects
on  and  as  of the date of this Amendment (except to the  extent
that any such representations or warranties expressly referred to
a  specific  prior date).  Any breach in any material respect  by
Debtor  or  any  Credit Party of any of its  representations  and
warranties  contained  in this Section 4 shall  be  an  Event  of
Default under the Letter of Credit Agreement.
5.   Ratification and Acknowledgment.  Debtor and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Letter of Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other
Letter of Credit Documents to which Debtor or any Credit Party is
a party), effective as of the date hereof.
6.   Estoppel.  To induce GE Capital to enter into this
Amendment, Debtor and each of the other Credit Parties hereby
acknowledge and agree that, as of the date hereof, there exists
no right of offset, defense or counterclaim in favor of Debtor or
any Credit Party as against GE Capital with respect to the
obligations of Debtor or any Credit Party to GE Capital under the
Letter of Credit Agreement or the other Letter of Credit
Agreement Documents, either with or without giving effect to this
Amendment.

          7.   Conditions to Effectiveness.  This Amendment shall become
effective,  as  of  the Effective Date, (a) upon  receipt  by  GE
Capital of this Amendment, duly executed, completed and delivered
by  Debtor and each other Credit Party, together with the related
fee  letter, duly executed by Debtor, in each case, in  form  and
substance satisfactory to GE Capital and (b) the Eighth Amendment
to  Securitization Agreements, dated as of the date hereof, among
Consolidated  Freightways  Funding LLC, Consolidated  Freightways
Corporation  of Delaware and GE Capital shall have been  executed
and  delivered  to  GE Capital and be in full force  and  effect.
Upon  the effective date of this Amendment, the waivers set forth
in  Section 1 and the amendments set forth in Section 2  of  this
Amendment shall become effective as of the effective date of this
Amendment.


          8.   Reimbursement of Expenses.  Debtor and each of the other
Credit  Parties hereby agree that Debtor and each  of  the  other
Credit Parties shall reimburse GE Capital on demand for all costs
and  expenses (including without limitation reasonable attorney's
fees)  incurred by GE Capital in connection with the negotiation,
documentation  and consummation of this Amendment and  the  other
documents executed in connection herewith and therewith  and  the
transactions contemplated hereby and thereby.
9.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.
10.  Severability of Provisions.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.  To
the extent permitted by applicable law, Debtor and each of the
other Credit Parties hereby waive any provision of law that
renders any provision hereof prohibited or unenforceable in any
respect.

          11.  Counterparts.  This Amendment may be executed in any number
of  several  counterparts,  all  of  which  shall  be  deemed  to
constitute  but  one  original and  shall  be  binding  upon  all
parties, their successors and permitted assigns.
12.  Entire Agreement.  The Letter of Credit Agreement as amended
by this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter hereof and
supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.

          [Remainder of page intentionally blank; next page is
signature page]


          IN WITNESS WHEREOF, the parties have caused
this Ninth Amendment to Letter of Credit Agreements to be duly
executed by their respective officers thereunto duly authorized,
as of the date first above written.



                         DEBTOR:



                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer



                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By/s/Craig Winslow
                         Name:     Craig Winslow
                              Its Duly Authorized Signatory


                         SUBSIDIARY GUARANTORS:


                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE




                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer









                         CF AIRFREIGHT CORPORATION




                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer


                         REDWOOD SYSTEMS, INC.


                         By:/s/Kerry K. Morgan
                         Name: Kerry K. Morgan
                         Title:  Vice President and Treasurer


                         LELAND JAMES SERVICE CORPORATION


                         By:/s/Kerry K. Morgan
                         Name: Kerry K. Morgan
                         Title:  Vice President and Treasurer


                         CF MOVESU.COM INCORPORATED


                         By:/s/Kerry K. Morgan
                         Name: Kerry K. Morgan
                         Title:  Vice President and Treasurer