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 June 30, 1998

                                 OR

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

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


                    Commission File Number  1-12149


                CONSOLIDATED FREIGHTWAYS CORPORATION


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

              175 Linfield Drive, Menlo Park, CA  94025
                   Telephone Number (650) 326-1700


Indicate  by  check  mark whether the registrant (1)  has  filed  all
reports  required  to  be  filed by  Sections  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months  (or
for such shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing requirements  for
the past 90 days.  Yes   X     No     .




          Number of shares of Common Stock, $.01 par value,
             outstanding as of July 31, 1998: 23,048,754


                              Page 1




                 CONSOLIDATED FREIGHTWAYS CORPORATION
                              FORM 10-Q
                     Quarter Ended June 30, 1998

_____________________________________________________________________

_____________________________________________________________________


                                INDEX



PART I.  FINANCIAL INFORMATION                              Page

  Item 1. Financial Statements

          Consolidated Balance Sheets -
            June 30, 1998 and December 31, 1997                3

          Statements of Consolidated Income -
            Three and Six Months Ended June 30, 1998
               and 1997                                        5

          Statements of Consolidated Cash Flows -
            Six Months Ended June 30, 1998 and 1997            6

          Notes to Consolidated Financial Statements           7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations     11


PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                   14

  Item 4. Submission of Matters to Vote of Security Holders   14

  Item 5. Stockholder Proposals                               14

  Item 6. Exhibits and Reports on Form 8-K                    15


SIGNATURES                                                    16


                              Page 2



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                     June  30,    December 31,
                                                       1998          1997
 .
                                                      (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $  149,990     $  107,721
   Trade accounts receivable, net of allowances        305,493        310,601
   Other receivables                                     6,362         10,300
   Operating supplies, at lower of average
     cost or market                                      9,193          8,741
   Prepaid expenses                                     53,056         39,696
   Deferred income taxes                                12,064         16,554
      Total Current Assets                             536,158        493,613

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 78,361         78,227
   Buildings and improvements                          343,613        342,413
   Revenue equipment                                   558,125        559,610
   Other equipment and leasehold improvements          118,916        116,390
                                                     1,099,015      1,096,640
   Accumulated depreciation and amortization          (734,750)      (713,653)
                                                       364,265        382,987
OTHER ASSETS
   Deposits and other assets                            13,636          9,468
   Deferred income taxes                                16,774         11,728
                                                        30,410         21,196

TOTAL ASSETS                                        $  930,833     $  897,796



     The accompanying notes are an integral part of these statements.


                              Page 3





                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                       June 30,    December 31,
                                                        1998          1997

                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  77,117      $  83,127
   Accrued liabilities                                234,520        212,644
   Accrued claims costs                                76,409         82,023
   Federal and other income taxes                      12,027          7,706
      Total Current Liabilities                       400,073        385,500

LONG-TERM LIABILITIES
   Long-term debt                                      15,100         15,100
   Accrued claims costs                               110,973        112,173
   Employee benefits                                  116,418        115,220
   Other liabilities and deferred credits              32,597         26,356
      Total Liabilities                               675,161        654,349

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 23,066,905
     and 23,038,437 shares, respectively                  231            230
   Additional paid-in capital                          71,485         71,461
   Accumulated other comprehensive income              (8,862)        (6,572)
   Retained earnings                                  193,063        178,573
   Treasury stock (18,151 shares)                        (245)          (245)
       Total Shareholders' Equity                     255,672        243,447

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 930,833      $ 897,796



     The accompanying notes are an integral part of these statements.


                              Page 4



<TABLE>


<CAPTION>


                                                    CONSOLIDATED FREIGHTWAYS CORPORATION

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


                                     For the Three Months Ended         For the Six Months Ended
                                             June 30,                            June 30,
                                         1998         1997                 1998            1997

<S>                                  <C>         <C>                    <C>             <C>
REVENUES                             $  551,841  $  578,623             $1,097,489      $1,124,256

COSTS AND EXPENSES
    Salaries, wages and benefits        357,115     378,483                710,686         736,480
    Operating expenses                   88,225      88,243                176,545         178,985
    Purchased transportation             48,485      45,591                 94,421          88,928
    Operating taxes and licenses         17,215      18,557                 34,318          36,598
    Claims and insurance                 12,857      17,561                 26,141          31,360
    Depreciation                         12,438      13,512                 25,072          26,692
                                        536,335     561,947              1,067,183       1,099,043
OPERATING INCOME                         15,506      16,676                 30,306          25,213

OTHER INCOME (EXPENSE)
   Investment income                      1,463         237                  2,415             431
   Interest expense                        (972)       (871)                (1,967)         (1,170)
   Miscellaneous, net                      (440)       (711)                  (878)         (1,144)
                                             51      (1,345)                  (430)         (1,883)

Income before income taxes               15,557      15,331                 29,876          23,330
Income taxes                              8,084       8,413                 15,386          13,158

NET INCOME                           $    7,473  $    6,918             $   14,490      $   10,172

Basic average shares outstanding     23,048,519  22,025,323             23,039,159      22,025,323
Diluted average shares outstanding   24,325,142  22,052,864             24,221,957      22,090,741

Basic Earnings per Share:            $     0.32  $     0.31             $     0.63      $     0.46

Diluted Earnings per Share:          $     0.31  $     0.31             $     0.60      $     0.46

<FN>
          The accompanying notes are an integral part of these statements.


                                                               Page 5


</TABLE>







                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                        Six Months Ended
                                                             June 30,
                                                        1998         1997
                                                      (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $ 107,721     $  48,679

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                             14,490        10,172
Adjustments to reconcile net income
  to net cash provided by
  operating activities:
Depreciation and amortization                          25,961        27,574
Increase (decrease) in deferred income taxes             (556)        1,969
Gains from property disposals, net                        (10)         (804)
Changes in assets and liabilities:
  Receivables                                           9,046       (37,410)
  Prepaid expense                                     (13,360)       (6,444)
  Accounts payable                                     (6,010)      (10,206)
  Accrued liabilities                                  21,876        31,488
  Accrued claims costs                                 (6,814)       (5,117)
  Income taxes                                          4,321         8,726
  Employee benefits                                     1,198         1,877
  Other                                                (1,039)          324
  Net Cash Provided by Operating Activities            49,103        22,149

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                (7,191)      (12,653)
   Proceeds from sales of property                        357         1,626
   Net Cash Used by Investing Activities               (6,834)      (11,027)

Increase in Cash and Cash Equivalents                  42,269        11,122

CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 149,990     $  59,801



     The accompanying notes are an integral part of these statements.


                              Page 6



                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  1997  Annual  Report  to
Shareholders.

      There  were  no  significant  changes in  the  Company's  commitments
and  contingencies  as  previously described  in  the  1997  Annual  Report
to   Shareholders  and  related  annual  report  to  the   Securities   and
Exchange Commission on Form 10-K.


2. Credit Facility

      On  July  2,  1998  the Company amended its secured credit  facility,
reducing  the  total  facility  from  $225.0  million  to  $150.0  million.
Working   capital   borrowings  are  limited  to   $150.0   million   while
letters   of   credit  are  limited  to  $100.0  million.   The   amendment
reduced   the  interest  rate  on  borrowings  and  released  all   revenue
equipment    previously   encumbered   under   the   original    agreement.
Borrowings  and  letters  of  credit  are  secured  primarily  by  eligible
accounts   receivable.    The  amendment  further  provides   for   reduced
letter  of  credit  and  unused line fees, and less  restrictive  financial
covenants.     As  of  June  30,  1998,  the  Company  had  no   short-term
borrowings  and  $98.1  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 Company is in  compliance  as  of  June
30,  1998  and  expects to be in compliance with these  covenants  for  the
remainder of the year.


                              Page 7



3.  Earnings per Share

       The  following  charts  reconcile  basic  to  diluted  earnings  per
share for the three and six months ended June 30, 1998 and 1997:

(Dollars in thousands except per share amounts)

                                         Weighted
         Three                           Average        Earnings
     Months  Ended    Net Income          Shares        Per Share

     June 30, 1998
      Basic              $7,473         23,048,519          $0.32
      Dilutive effect
         of restricted
         stock               --          1,276,623          (0.01)
      Diluted            $7,473         24,325,142          $0.31

     June 30, 1997
      Basic              $6,918         22,025,323          $0.31
      Dilutive effect
         of restricted
         stock               --             27,541             --
      Diluted            $6,918         22,052,864          $0.31


                                         Weighted
         Six                             Average        Earnings
     Months Ended      Net Income         Shares        Per Share

     June 30, 1998
      Basic              $14,490        23,039,159          $0.63
      Dilutive effect
         of restricted
         stock                --         1,182,798          (0.03)
      Diluted            $14,490        24,221,957          $0.60

     June 30, 1997
      Basic              $10,172        22,025,323          $0.46
      Dilutive effect
         of restricted
         stock                --            65,418             --
      Diluted            $10,172        22,090,741          $0.46


                              Page 8


4. Comprehensive Income

       The  Company  adopted  the  provisions  of  Statement  of  Financial
Accounting  Standards  No.  130,  "Comprehensive  Income"  in  the  quarter
ended  March  31,  1998.   Comprehensive  income  for  the  three  and  six
months ended June 30, 1998 and 1997 is as follows:

                                               (Dollars in thousands)

                                        Three                 Six
                                     Months Ended         Months Ended
                                        June 30,            June 30,
                                     1998     1997       1998     1997


Net Income                         $7,473   $6,918     $14,490  $10,172
Other Comprehensive Income:
  Foreign currency translation
  adjustments, net of taxes        (1,367)     (83)     (1,374)     (96)
Comprehensive Income               $6,106   $6,835     $13,116  $10,076


5. Software Costs

      The  Company  adopted the provisions of American  Institute  of
Certified  Public Accountants Statement of Position 98-1  (SOP  98-1)
"Accounting for the Costs of Computer Software Developed or  Obtained
for  Internal  Use" in the quarter ended March 31,  1998.   SOP  98-1
standardizes  which costs related to computer software  developed  or
obtained for internal use are to be capitalized and those that are to
be  expensed as incurred.  The Company capitalized approximately $1.7
million  of internal use software costs in the six months ended  June
30, 1998.


6. Stock Compensation

       As of June 30, 1998, there were 2,144,122 granted but unissued
shares remaining under the Company's Stock Option and Incentive Plan.
The  shares  had  an  aggregate market value of $29.9  million.   The
shares  vest  in two installments as early as December 16,  1998  and
1999, but are contingent upon the Company's stock price achieving pre-
determined increases over the price at the time of grant in  December
1996.  If  performance  conditions are met,  approximately  1,072,000
shares  of common stock will be issued to employees in December  1998
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, 1998, the Company would recognize a $9.0 million non-cash charge,
net of related tax benefits

                              Page 9



7. Recent Accounting Pronouncements

      The  American Institute of Certified Public Accountants  issued
Statement  of  Position  98-5  "Reporting  the  Costs  of  Start   Up
Activities."   This  statement requires that the  costs  of  start-up
activities  and organization costs be  expensed  as   incurred.   The
statement is effective for fiscal years beginning after December  15,
1998.  Management does not expect that adoption of this standard will
have a material effect on the Company's financial position or results
of operations.

      The  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting  Standards No. 133 "Accounting  for  Derivative
Instruments  and  Hedging  Activities."  This  statement  establishes
accounting  and  reporting standards for derivative  instruments.  It
requires  that  an organization recognize all derivatives  as  either
assets  or  liabilities  on  the balance  sheet  at  fair  value  and
establishes the timing of recognition of the gain/loss based upon the
derivatives'  intended  use.  This statement  is  effective  for  all
fiscal  quarters of all fiscal years beginning after June  15,  1999.
Management does not expect that adoption of this standard will have a
material  effect on the Company's financial position  or  results  of
operations.


8. 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  financial  position  or
results of operations.


                              Page 10



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


      Revenues  for  the  three and six months ended  June  30,  1998
decreased  4.6% and 2.4%, respectively, from the prior  year  as  the
Company  experienced  lower  year-over-year  tonnage  levels.   Yield
management  programs,  diversion  of  freight  due  to  recent  labor
negotiations and softening industrial production contributed  to  the
lower  tonnage levels.  Year-over-year total and higher  rated  less-
than-truckload tonnage decreased 9.9% and 7.6%, respectively, for the
three months ended June 30, 1998 and 8.1% and 5.9%, respectively, for
the six months ended June 30, 1998.  The Company continued to benefit
from improved revenue yields.  Net revenue per hundred weight in  the
three  and  six  month periods increased 5.8% and 6.2%, respectively,
over the prior year as a result of the 5.5% January rate increase and
improved freight mix.

      Salaries,  wages and benefits decreased 5.6% and 3.5%  for  the
three  and six month periods due to lower business volumes, continued
cost  savings from workers' compensation claims containment  programs
and increased efficiencies in cross-dock freight handling.  Operating
expenses remained flat as lower fuel prices and decreased fuel usage,
due  to  lower   business  volumes  and  increased use  of  purchased
transportation,  were  offset  primarily  by  increased  repair   and
maintenance on the Company's aging fleet and expenses from the Company's
Year   2000  project,  which  totaled   $2.7   million   year-to-date.
Purchased transportation increased 6.3% and 6.2% in the three and six
month periods, respectively, as the Company continued to maximize use
of  lower  cost rail services.  Rail miles as a percentage  of  total
inter-city  miles increased from 26.4% to 27.0% in  the  three  month
period  and  from  26.0%  to  26.9%  in  the six month  period.   The
combination  of  lower  business volumes and increased  use  of  rail
services also resulted in a 7.2% and 6.2% decrease in operating taxes
and  licenses  in  the  three  and six month  periods,  respectively.
Claims and insurance decreased 26.8% and 16.6%, respectively, due  to
lower business volumes and improved claims experience over last year.
Depreciation  continues  to decline year-over-year  as  more  the  of
Company's fleet becomes fully depreciated.

      The above factors resulted in operating income of $15.5 million
in the three months ended June 30, 1998, a $1.2 million decrease from
prior  year.  The operating ratio remained essentially flat at  97.2%
versus  97.1% in the prior year.  Operating income for the six months
ended June 30, 1998 increased $5.1 million to $30.3 million with  the
operating ratio improving to 97.2% from 97.8%.

     Other expense, net for the six month period decreased 77.2% from
the  prior  year  due to increased investment income on the Company's
short-term investments.


                              Page 11



      The  Company's  effective  income tax  rates  differ  from  the
statutory Federal rate due to foreign taxes and non-deductible items.

       As   noted  above,  tonnage  levels  were  adversely  affected
throughout  the   second  quarter due to recent  labor  negotiations,
despite  ratification  of the National Master  Freight  Agreement  in
April.  Management is actively working to recapture only that freight
which  enhances  the  Company's profitability. Management  will  also
continue to focus on yield enhancement and keeping expense levels  in
line with business volumes.   As discussed in Footnote 6, the Company
has a restricted stock program.  If performance conditions are met in
December 1998, approximately 1,072,000 shares of common stock will be
issued  to employees, and compensation recognized based on  the  then
market price of the stock.  Based on the market price of the stock at
June  30,  1998, the Company would recognize a $9.0 million  non-cash
charge, net of related tax benefits.

      Management  is  in the process of replacing or  converting  the
Company's financial and operational systems and applications for Year
2000  compliance.  Based  upon a current assessment  of  systems  and
applications  requiring  modification, management  expects  to  spend
approximately $25 to $30 million through mid-1999.  Of  this  amount,
approximately  $11 million relates to the purchase and implementation
of new hardware and software, which will be capitalized and amortized
over their estimated useful lives.  Management expects to have all of
its  financial and operational systems replaced or converted  by  mid
1999.   However, to the extent systems are not converted by the  year
2000,  there  could  be a material adverse effect  on  the  Company's
operations.


LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 1998, the Company had $150.0 million in cash and
cash  equivalents.  Net cash flow from operations for the six  months
ended June 30, 1998 was $49.1 million due primarily to net income and
depreciation  and amortization.   Management expects cash  flow  from
operations  for  1998  will be sufficient  for  working  capital  and
capital  expenditure requirements.  Capital expenditures for the  six
months  ended  June  30, 1998 were $7.2 million compared  with  $12.7
million  in  the  same period last year.  Management expects  capital
expenditures  to  be approximately $64 million for the  remainder  of
1998,  primarily  for  replacement of the Company's  aging  fleet  of
tractors  and  trailers.   Approximately 540  new  tractors  and  485
trailers  will  come  on  line  during the  remainder  of  the  year.
Management  expects  to  fund  these  expenditures  with  cash   from
operations   supplemented  by  financing  arrangements,   if   deemed
appropriate.

      As  discussed  in Footnote 2, the Company amended  its  secured
credit  facility, reducing, among other things, the amount  available
for working capital and letter of credit needs from $225.0 million to
$150.0  million.   This  decrease  reflects  the  Company's  improved
liquidity  since its spin-off in December 1996. As of June 30,  1998,
the Company had no short-term borrowings and $98.1 million of letters
of credit outstanding.


                              Page 12


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.  However, 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.


OTHER

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

      Certain statements included or incorporated by reference herein
constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange Act of 1934, as amended, and are  subject  to  a
number   of   risks  and  uncertainties.   Any  such  forward-looking
statements included or incorporated by reference herein should not be
relied  upon as predictions of future events.  Certain such  forward-
looking  statements  can be identified by the use of  forward-looking
terminology  such as "believes," "expects," "may," "will,"  "should,"
"seeks,"   "approximately,"   "intends,"   "plans,"   "pro    forma,"
"estimates,"  or  "anticipates"  or the  negative  thereof  or  other
variations  thereof or comparable terminology, or by  discussions  of
strategy,  plans or intentions.  Such forward-looking statements  are
necessarily  dependent on assumptions, data or methods  that  may  be
incorrect  or imprecise and they may be incapable of being  realized.
In  that regard, the following factors, among others, and in addition
to  matters  discussed elsewhere herein and in documents incorporated
by  reference herein, could cause actual results and other matters to
differ  materially  from  those in such  forward-looking  statements:
changes  in  general business and economic conditions;  increases  in
domestic   and   international  competition  and  pricing   pressure;
increases in fuel prices; uncertainty regarding the Company's ability
to  improve results of operations; labor matters, including shortages
of  drivers  and  increases in labor costs; changes  in  governmental
regulation;  environmental  and  tax  matters;  increases  in   costs
associated  with the conversion of financial and operational  systems
and  applications for Year 2000 compliance and failure to convert all
systems by the year 2000.  As a result of the foregoing, no assurance
can  be  given  as  to  future  results of  operations  or  financial
condition.

                              Page 13


                     PART II. OTHER INFORMATION


ITEM 1.  Legal Proceedings

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


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

  At the Annual Shareholders Meeting held May 11, 1998, 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
            Paul B. Guenther        21,060,921           49,081
            William D. Walsh        21,057,888           52,114


The  following directors did not stand for election and continued  in
office as directors after the Annual Shareholders Meeting:  W.  Roger
Curry,   G. Robert Evans, Robert W. Hatch, John M. Lillie,  James  B.
Malloy and  Raymond F. O'Brien.


ITEM 5.  Stockholder Proposals

     Pursuant to the Company's bylaws, stockholders who wish to bring
matters or propose nominees for director at the Company's 1999 annual
meeting  of  stockholders must provide specified information  to  the
Company  between  February 10, 1999 and March 12, 1999  (unless  such
matters  are  included in the Company's proxy statement  pursuant  to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended).

                               Page 14


ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

       (10.1)   Amendment No. 4, dated July 2, 1998, to the Loan  and
                Security Agreement among Consolidated Freightways Corporation
                of Delaware,BankAmerica Business Credit Inc. and various
                other financial institutions.

         (27)   Financial Data Schedule

      (b) Reports on Form 8-K

                No reports on Form 8-K were filed in the quarter ended
                  June 30, 1998.


                              Page 15



                             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, 1998                           /s/David F. Morrison
                                          David F. Morrison
                                          Executive Vice President and
                                          Chief Financial Officer


August 12, 1998                           /s/Robert E. Wrightson
                                          Robert E. Wrightson
                                          Senior Vice President and
                                          Controller


                              Page 16