Exhibit 10.2


                             AMENDED
                      EMPLOYMENT AGREEMENT


     This Agreement, as amended, effective as of May 15, 1999, is
made  by  and  between  Consolidated Freightways  Corporation,  a
Delaware  corporation (hereinafter, together with  any  successor
Corporation(s),   the   "Company"),   and   David   F.   Morrison
(hereinafter "Executive").

                            Recitals

      Whereas, Executive is currently employed by the Company  as
its Executive Vice President and Chief Financial Officer;

      Whereas,  Executive previously entered into  an  Employment
Agreement with the Company, dated December 8, 1998;

     Whereas, the Company and Executive wish to set forth in this
Amended  Employment  Agreement the amended terms  and  conditions
under  which Executive is to be continued to be employed  by  the
Company on and after the effective date hereof; and

      Whereas,  the  Company wishes to be assured that  Executive
will be available to the Company through December 31, 1999.

      Now, Therefore, the Company and Executive, in consideration
of  the  mutual promises set forth herein, agree that  Employment
Agreement,  dated December 8, 1998, be amended, effective  as  of
the date of this Amended Employment Agreement, to read in full as
follows:



                           Article 1.
                        Term of Agreement

      1.1   Commencement Date.  Executive's employment  with  the
Company  under this Agreement shall commence as of  the  date  of
this Agreement ("Commencement Date") and shall expire on December
31, 1999.

      1.2  Renewal.  This Agreement shall automatically terminate
on December 31, 1999, and shall not be renewed or extended unless
otherwise  agreed in writing by the parties.  Effective  December
31,  1999,  Executive shall and hereby irrevocably  does  without
further action resign as an employee, officer and director of the
Company and any of its Affiliates.

                           Article 2.
                        Employment Duties

       2.1   Title/Responsibilities.   Executive  hereby  accepts
employment  with the Company pursuant to the terms and conditions
hereof.   Executive agrees to serve the Company  in  his  current
position  at the corporate headquarters, until such time  as  the
Company  appoints  a  new Chief Financial Officer,  in  its  sole
discretion.  Thereafter, Executive shall serve the Company at the
corporate  headquarters in such executive capacity and with  such
duties commensurate with Executive's background and skills as may
from  time to time be requested by the Board of Directors of  the
Company   or  the  individual  to  whom  the  Executive  reports.
Executive  shall  report to the Chief Executive  Officer  of  the
Company, the Chief Financial Officer of the parent company of any
company  that  may  acquire the Company, or the  Chief  Financial
Officer  the Company may appoint to replace Executive.  Executive
shall have the powers and duties commensurate with  his position,
including but not limited to, hiring personnel necessary to carry
out  the responsibilities for such position as set forth  in  the
annual  business plan approved by the Board of Directors  of  the
Company.

      2.2   Part-Time Attention.  Executive shall devote his best
efforts  and  25%  of  his business time  and  attention  to  the
performance  of  the  services  customarily  incident   to   such
position and to such other services as Executive's direct  report
may reasonably request.

      2.3   Other  Activities.   Except upon  the  prior  written
consent  of the Board of Directors or Executive's direct  report,
Executive  shall  not  during the period  of  employment  engage,
directly  or indirectly, in any other business activity  (whether
or  not  pursued  for pecuniary advantage)  that  is  or  may  be
competitive with, or that might place him in a competing position
to  that  of the Company or any other corporation or entity  that
directly  or indirectly controls, is controlled by, or  is  under
common  control  with  the Company or any  entity  in  which  the
Company  directly or indirectly owns 49% or more  of  the  voting
stock (an "Affiliate"), provided that Executive may own less than
two  percent  (2%)  of  the outstanding securities  of  any  such
publicly traded competing corporation.

                           Article 3.

      3.1  Base Salary.  Executive shall receive a base salary at
an  annual  rate of 25% of his current salary payable  weekly  in
equal  installments  in  accordance  with  the  Company's  normal
payroll practices ("Base Salary").

       3.2    Incentive  Bonus.   Executive  shall  continue   to
participate  in the incentive bonus plan applicable to  Executive
at  the target percentage of 50% of actual salary paid or payable
but  deferred in 1999 ("Target Bonus").  If earned, bonuses  will
be  paid  at  the same time as bonuses are paid to  other  senior
executives.   The Board of Directors or Committee thereof  shall,
in  its  sole  discretion, determine the  extent  to  which  such
performance  objectives have been obtained.   No  new  short-term
incentives will be awarded to Executive.

     3.3  Long-Term Incentives.  Executive shall continue to have
the  right  to  earn restricted stock.  However,  the  number  of
shares  in  the  third  installment which  may  be  earned  under
Executive's  Restricted Stock Award and Deferral Agreement  shall
be  reduced  from 50,000 shares of Common Stock  to  29,688.   In
addition, provided that Executive performs his employment  duties
through December 31, 1999, the restricted stock may vest  at  any
time  on or prior to December 2, 2001 notwithstanding Executive's
termination  of employment on December 31, 1999. The stock  shall
continue  to  be  subject  to  earlier  termination  for   death,
disability  or  termination for cause  under  the  terms  of  the
Restricted  Stock  Award and Deferral Agreement,  and  all  other
terms  of  the  Executive's Restricted Stock Award  and  Deferral
Agreement   shall   otherwise  continue  in   effect.   Executive
acknowledges   that   the  Compensation  Committee   intends   to
distribute any vested restricted stock in January 2000, or if not
then  vested, upon vesting, notwithstanding Executive's  election
to defer receipt of such stock.  No new long-term incentives will
be awarded to Executive.

     3.4  Withholdings.  All compensation and benefits payable to
Executive hereunder shall be subject to all federal, state, local
and other withholdings and similar taxes and payments required by
applicable law.

                           Article 4.
                 Benefits and Other Compensation

      4.1   Vacation.  Executive shall not accrue vacation during
the term of this Agreement.

      4.2   Benefits.   During the term of  this  Agreement,  the
Company  shall  also  provide Executive  with  the  usual  health
insurance  benefits  it generally provides to  its  other  senior
officers  of  the  Company.  The Company shall provide  Executive
with  the  right to participate in and to receive  benefits  from
life, accident, disability, medical, retirement medical, pension,
supplemental  retirement, the 401(k), and  25%  of  standard  car
allowance.  Provided however, Executive shall not be entitled  to
any  other  benefits  provided  generally  to  employees  or   to
executives,  and  short-term and long-term  incentives  shall  be
limited to those described in Sections 3.2 and 3.3.

      4.3   Business Expense Reimbursement.  During the  term  of
this   Agreement,   Executive  shall  be  entitled   to   receive
reimbursement for all reasonable out-of-pocket expenses  incurred
by   him   (in   accordance  with  the  policies  and  procedures
established by the Company for its senior executive officers)  in
performing  services hereunder.  Executive agrees to  furnish  to
the  Company  adequate records and other documentary evidence  of
such  expenses  for  which Executive seeks  reimbursement.   Such
expenses shall be reimbursed and accounted for under the policies
and procedures established by the Company and the Audit Committee
of the Board of Directors.
                           Article 5.

       5.1   Non-disclosure  of  Proprietary  Information  -  Non
Competition.  Executive  shall execute upon request the Company's
standard Non-Disclosure Agreement for officers of the Company and
its  Affiliates  in  a form acceptable to the Company's  counsel.
In  any  event, Executive shall maintain the confidentiality  and
not  use confidential information of the Company during his  term
of  employment  and  for two years following termination  of  his
employment. While employed hereunder, Executive shall not engage,
directly  or indirectly, in any other business activity  that  is
competitive  with, or that places him in a competing position  to
that  of  the Company or any Affiliates (provided that  Executive
may  own less than two percent (2%) of the outstanding securities
of any publicly traded corporation).

      5.2   No  Solicitation of Employees.   As  a  condition  of
receiving  benefits  under  this  Agreement,  Executive  may  not
directly  solicit  employees  or  full-time  consultants  of  the
Company to leave during his employment with the Company or for  a
period of two years from termination of employment.

      5.3   Waiver  of Claims.   Executive shall also  waive  any
known  or  unknown claim against the Company and its  Affiliates,
including,  if applicable, any acquiring corporation, other  than
those  arising  under  the Agreement.  Executive  shall  sign  an
appropriate   release  if  so  requested  upon   termination   of
employment.

     5.4  Return of Property.  All documents, records, apparatus,
equipment  and other physical property which if furnished  to  or
obtained  by Executive in the course of his employment  with  the
Company  shall  be and remain the sole property of  the  Company.
Executive agrees that, upon the termination of his employment, he
shall return all such property (whether or not it pertains to the
Company's  proprietary information), and agrees not  to  make  or
retain copies, reproductions or summaries of any such property.


                           Article 6.
                           Termination

      6.1   By  Death.  The period of employment shall  terminate
automatically  upon the death of Executive.  In such  event,  the
Company shall pay to Executive's beneficiaries or his estate,  as
the  case may be, any accrued Base Salary, pro-rata Target  Bonus
based  upon  performance  to date of  death  relative  to  target
performance, any vested deferred compensation (other than pension
plan,  supplemental  retirement, 401(k), or  profit-sharing  plan
benefits which will be paid in accordance with the terms  of  the
applicable plan), any benefits under any plans of the Company  in
which   Executive  is  a  participant  to  the  full  extent   of
Executive's rights under such plans, any accrued vacation pay and
any  appropriate  business  expenses  incurred  by  Executive  in
connection  with  his  duties  hereunder,  all  to  the  date  of
termination  (collectively "Accrued Compensation").   Thereafter,
the Company's obligations hereunder shall terminate.

     6.2  By Disability.  If Executive is prevented from properly
performing  his  duties hereunder by reason of  any  physical  or
mental  incapacity  for a period of more  than  60  days  in  the
aggregate in any 365-day period, or if a determination is made by
a  qualified physician selected by the Company and acceptable  to
Executive or Executive's representative that continued employment
with  the  Company  by  Executive  would  jeopardize  Executive's
physical or mental health, then, to the extent permitted by  law,
the  Company may terminate the employment on the 60th day of such
incapacity  or  following  such a determination  by  a  qualified
physician.  In such event, the Company shall pay to Executive all
Accrued   Compensation.  Thereafter,  the  Company's  obligations
hereunder  shall  terminate.  Nothing  in  this  Agreement  shall
affect  Executive's rights under any disability plan in which  he
is an eligible participant.

      6.3   By  Company  for  Cause.  The Company  may  terminate
Executive's  employment  for  Cause (as  defined  below)  without
liability  at  any  time  with  or  without  advance  notice   to
Executive.    The  Company  shall  pay  Executive   all   Accrued
Compensation, but no other compensation or reimbursement  of  any
kind,  including without limitation, severance compensation,  and
thereafter  the Company's obligations hereunder shall  terminate.
Termination  shall be for "Cause" in the event of the  occurrence
of   any  of  the  following:   (a)  any  intentional  action  or
intentional  failure to act by Executive which was  performed  in
bad  faith  and  to  the material detriment of the  Company;  (b)
intentional  refusal or intentional failure to act in  accordance
with  any lawful and proper direction or order of the Board;  (c)
willful and habitual neglect of his duties of employment; or  (d)
conviction  of  a  felony crime involving  fraud  or  an  act  of
dishonesty  against the Company, provided that in the event  that
any  of  the  foregoing events is capable  of  being  cured,  the
Company shall provide written notice to Executive describing  the
nature of such event and Executive shall thereafter have ten (10)
business days to cure such event.

      6.4   At  Will.   At  any time, the Company  may  terminate
Executive's employment without liability other than as set  forth
below,  for  any reason not specified in Section  6.3  above,  by
giving  thirty (30) days advance written notice to Executive.  If
the  Company  elects  to  terminate Executive  pursuant  to  this
Section  6.4,  the  Company shall pay to  Executive  all  Accrued
Compensation  and  shall  pay  to Executive  as  provided  herein
Executive's  Base Salary, Target Bonus and continue  to  pay  the
benefits described in Section 4.2 (except as otherwise explicitly
provided  in  this  Section 6.4) over the  period  equal  to  the
remaining  term of this Agreement, and thereafter all obligations
of  the  Company shall terminate.  Notwithstanding the  preceding
sentence,  Executive  shall receive (i) his  incentive  bonus  as
described in Section 3.2 only for the proportion of the Company's
fiscal  year in which termination occurs based upon the Company's
year-to-date  performance against the selected  objectives,  (ii)
his  long-term  incentive compensation,  if  any,  only  for  the
proportion  of  the  applicable period  based  on  the  Company's
performance  to date of termination against selected  objectives,
(iii)  additional  age and service credits  under  the  Company's
defined benefit pension plan and supplemental retirement plan for
the  remainder of the then current term of this Agreement  as  if
Executive had continued to perform services for such period,  and
(iv)  acceleration  of  vesting in full  for  all  stock  awards,
whether stock options, restricted stock, or otherwise, then  held
by  Executive.  All such severance compensation amounts shall  be
earned and become payable in full immediately upon termination of
employment.  If  the  Company terminates this  Agreement  or  the
employment  of Executive with the Company other than pursuant  to
Section 6.1, 6.2 or 6.3, then this Section 6.4 shall apply.

      6.5   Constructive  Termination.  In  the  event  that  the
Company   changes  the  terms  and  conditions   of   Executive's
employment   with   the   Company  such  that   a   "Constructive
Termination"  has occurred, and Executive ceases  performance  of
services for the Company thereafter, such action shall be  deemed
to  be  a  termination of employment of Executive  without  cause
pursuant  to  Section  6.4.   For  purposes  of  this  Agreement,
"Constructive   Termination"  shall   mean   (i)   reduction   of
Executive's  Base  Salary and/or Target Bonus,  (ii)  failure  to
provide  a  package  of  welfare benefit plans,  pension  benefit
plans,  and  fringe  benefits  for Executive  required  hereunder
which,  taken as a whole, provide substantially similar  benefits
to  those  in  which  the  Executive is entitled  to  participate
immediately prior to the Commencement Date of this Agreement,  or
any   action   by  the  Company  which  would  adversely   affect
Executive's   participation,   (iii)   material   reduction    of
Executive's  benefits  under any of such plans,  (iv)  change  in
Executive's  responsibilities,  authority,  title,   office,   or
reporting  relationship  resulting  in  diminution  of  position,
excluding  for  this  purpose  an  isolated,  insubstantial   and
inadvertent  action not taken in bad faith which is  remedied  by
the  Company promptly after notice thereof is given by Executive,
and  except as contemplated elsewhere herein, (v) a request  that
Executive relocate to a worksite that is more than 15 miles  from
his  prior  worksite,  unless Executive accepts  such  relocation
opportunity,  (vi)  material  reduction  in  Executive's  duties,
except as contemplated hereunder, (vii) failure or refusal  of  a
successor  to  the Company and any parent company to  assume  the
Company's  obligations  under  this  Agreement,  as  provided  in
Section  7.2.2, or (viii) material breach by the Company  or  any
successor  to  the Company or any parent company of  any  of  the
material provisions of this Agreement.

      6.6  Termination by Executive.  At any time, whether or not
as  a  result of Executive's retirement, Executive may  terminate
his  employment by giving thirty (30) days advance written notice
to  the  Company.   The Company shall pay Executive  all  Accrued
Compensation, but no other compensation or reimbursement  of  any
kind,  including without limitation, severance compensation,  and
thereafter the Company's obligations hereunder shall terminate.

                           Article 7.
                       General Provisions

       7.1    Governing   Law.   The  validity,   interpretation,
construction and performance of this Agreement and the rights  of
the  parties  thereunder shall be interpreted and executed  under
California  law without reference to principles of  conflicts  of
laws.  The parties expressly agree that inasmuch as the Company's
headquarters  and  principal place of  business  are  located  in
California,  it  is appropriate that California law  govern  this
Agreement.

     7.2  Assignment; Successors; Binding Agreement.

            7.2.1        Executive  may  not  assign,  pledge  or
encumber his interest in this Agreement or any part thereof.

           7.2.2  The Company will require any successor (whether
direct  or  indirect,  by  purchase,  merger,  consolidation   or
otherwise)  to  all or substantially all of the  business  and/or
assets  of  the Company, by operation of law or by  agreement  in
form  and  substance  reasonably satisfactory  to  Executive,  to
assume and agree to perform this Agreement in the same manner and
to  the same extent that the Company would be required to perform
it if no such succession had taken place.

          7.2.3  This Agreement shall inure to the benefit of and
be  enforceable by Executive's personal or legal representatives,
executors,   administrators,  successors,  heirs,   distributees,
devisees and legatees.  If Executive should die while any  amount
is  at  such  time  payable to him hereunder, all  such  amounts,
unless  otherwise  provided herein, shall be paid  in  accordance
with  the terms of this Agreement to Executive's devisee, legates
or  other  designee  or,  if there be no such  designee,  to  his
estate.

     7.3  Attorney Fees.  The Company will reimburse Executive or
Executive's  successor-in-interest for  all  reasonable  attorney
fees  and  costs associated with bringing any action  under  this
Agreement  to enforce their rights hereunder, regardless  of  the
outcome of such proceeding, provided the court does not find  the
claim was brought in  bad faith.

     7.4   Non-Publication.  The parties mutually  agree  not  to
disclose  publicly  the  terms of this Agreement  except  to  the
extent that disclosure is mandated by applicable law.

      7.5   No Waiver of Breach.  The waiver by any party of  the
breach of any provision of this Agreement shall not be deemed  to
be  a  waiver of any subsequent breach.   No delay in  exercising
any right hereunder shall be deemed to be a waiver of the party's
rights hereunder.

      7.6   Notice.  For the purposes of this Agreement,  notices
and all other communications provided for in this agreement shall
be  in  writing and shall be deemed to have been duly given  when
delivered  or  mailed  by  certified or registered  mail,  return
receipt  requested, postage prepaid, addressed to the  respective
addresses  set  forth below or to such other  address  as  either
party  may  have furnished to the other in writing in  accordance
herewith,  except  that  notice of change  of  address  shall  be
effective only upon receipt.

             To   the   Company: Consolidated Freightways Corporation
                         175 Linfield Drive
                         Menlo Park, CA  94025
                         Attn: Chairman of Compensation Committee

          To Executive:  David F. Morrison


      7.7  Modification; Waiver; Entire Agreement.  No provisions
of  this  Agreement may be modified, waived or discharged  unless
such  waiver, modification or discharge is agreed to  in  writing
signed  by  Executive  and such officer as  may  be  specifically
designated by the Board of Directors of the Company.   No  waiver
by  either  party hereto at any time of any breach by  the  other
party of, or compliance with, any condition or provision of  this
Agreement to be performed by such other party shall be  deemed  a
waiver  of similar or dissimilar provisions or conditions at  the
same  or  any  prior  or  subsequent  time.   No  agreements   or
representations,  oral  or otherwise, express  or  implied,  with
respect  to  the subject matter hereof have been made  by  either
party which are not expressly set forth in this Agreement.

      7.8   Validity.  The invalidity or unenforceability of  any
provision  of  this Agreement shall not affect  the  validity  or
enforceability  of any other provision of this  Agreement,  which
shall remain in full force and effect.

      7.9  Executive Acknowledgment.  Executive acknowledges  (a)
that  he has consulted with or had had the opportunity to consult
with  independent  counsel  of his  own  choice  concerning  this
Agreement, and has been advised to do so by the Company, and  (b)
that he has read and understands the Agreement, is fully aware of
its legal effect, and has entered into it freely based on his own
judgment.

      7.10  Injunctive  Relief.   The  parties  agrees  that  the
services  to be rendered by Executive hereunder are of  a  unique
nature  and that in the event of any breach or threatened  breach
of  any of the covenants contained herein, the damage or imminent
damage  to  the value and the goodwill of the Company's  business
will  be irreparable and extremely difficult to estimate,  making
any  remedy  at  law or in damages inadequate.  Accordingly,  the
parties  agree  that the Company shall be entitled to  injunctive
relief against Executive in the event of any breach or threatened
breach  of any such provisions by Executive, in addition  to  any
other  relief (including damages) available to the Company  under
this  Agreement or under law.  Both parties agree that the remedy
specified  in  this section is not exclusive of any other  remedy
for the breach by Executive of the terms hereof.

     7.11 Counterparts.  This Agreement may be executed in one or
more  counterparts, all of which taken together shall  constitute
one and the same Agreement.

      7.12 No Mitigation.  The Executive shall not be required to
mitigate  the  amount  of  payments hereunder  by  seeking  other
employment or otherwise, and any amount earned by Executive as  a
result  of  employment  by  other  employer  after  the  date  of
termination shall not reduce the payments hereunder.

      7.13  Indemnity.    The  Company and its  Affiliates  shall
indemnify and hold Executive harmless against any loss,  cost  or
expense  arising  out of or relating to the  performance  of  his
duties  to  the  Company and its Affiliates, and  shall  maintain
adequate  liability insurance covering such Executive's acts  and
omissions occurring during the term of this Agreement and  for  a
period of six years thereafter.

      7.14  Taxes.   Except  as  specifically  provided  in  this
Agreement, Executive shall be responsible for all taxes, interest
and   penalties  that  Executive  may  incur  by  reason  of  the
performance of this Agreement by the Company, notwithstanding any
statement of income furnished by the Company.  Executive shall be
fully  responsible for determining the amount and timing  of  any
such taxes.

      Executed by the parties as of the date and year first above
written.
                        Consolidated Freightways Corporation


                              /s/W. Roger Curry
                              W. Roger Curry
                              President and Chief Executive Officer
                              Consolidated Freightways Corporation

                              Executive:


                              /s/David F. Morrison
                              David F. Morrison
                              Executive Vice President  &  Chief
                                Financial Officer
                              Consolidated Freightways Corporation