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, 1999

                                 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, 1999: 22,598,929


                 CONSOLIDATED FREIGHTWAYS CORPORATION
                              FORM 10-Q
                     Quarter Ended June 30, 1999

_____________________________________________________________________

_____________________________________________________________________


                                INDEX



PART I.  FINANCIAL INFORMATION                                Page

  Item 1. Financial Statements

          Consolidated Balance Sheets -
            June 30, 1999 and December 31, 1998                 3

          Statements of Consolidated Income -
            Three and Six Months Ended June 30, 1999 and 1998   5

          Statements of Consolidated Cash Flows -
            Six Months Ended June 30, 1999 and 1998             6

          Notes to Consolidated Financial Statements            7

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations      12


PART II.    OTHER INFORMATION

  Item 1. Legal Proceedings                                    17

  Item 4. Submission of Matters to a Vote of Security Holders  17

  Item 5. Stockholder Proposals                                18

  Item 6. Exhibits and Reports on Form 8-K                     18


SIGNATURES                                                     19


                                PAGE 2



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                      June  30,     December 31,
                                                        1999           1998
 .
                                                       (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $  101,224     $  123,081
   Trade accounts receivable, net of allowances        318,449        292,463
   Other receivables                                     6,369          9,195
   Operating supplies, at lower of average
     cost or market                                      8,126          7,561
   Prepaid expenses                                     41,166         40,335
   Deferred income taxes                                 6,806          6,806
      Total Current Assets                             482,140        479,441

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 83,382         78,218
   Buildings and improvements                          353,042        343,492
   Revenue equipment                                   547,502        562,624
   Other equipment and leasehold improvements          129,905        123,404
                                                     1,113,831      1,107,738
   Accumulated depreciation and amortization          (747,758)      (746,966)
                                                       366,073        360,772
OTHER ASSETS
   Deposits and other assets                            51,050         32,199
   Deferred income taxes                                22,358         17,978
                                                        73,408         50,177

TOTAL ASSETS                                        $  921,621     $  890,390



     The accompanying notes are an integral part of these statements.

                                PAGE 3



                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                      June 30,     December 31,
                                                        1999          1998

                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  87,108     $  84,861
   Accrued liabilities                                206,788       187,528
   Accrued claims costs                                72,695        72,942
   Federal and other income taxes                      14,931        14,173
      Total Current Liabilities                       381,522       359,504

LONG-TERM LIABILITIES
   Long-term debt                                      15,100        15,100
   Accrued claims costs                                98,400       103,574
   Employee benefits                                  121,191       117,236
   Other liabilities and deferred credits              27,324        28,258
      Total Liabilities                               643,537       623,672

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 23,100,515
     and 23,066,905 shares, respectively                  231           231
   Additional paid-in capital                          77,416        77,303
   Accumulated other comprehensive loss                (9,689)      (11,565)
   Retained earnings                                  214,177       204,919
   Treasury stock, at cost (464,086 and 477,686
     shares, respectively)                             (4,051)       (4,170)
       Total Shareholders' Equity                     278,084       266,718

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 921,621     $ 890,390



     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,
                                       1999            1998            1999            1998

<S>                                <C>             <C>             <C>             <C>
REVENUES                           $  589,781      $  551,841      $1,147,989      $1,097,489

COSTS AND EXPENSES
    Salaries, wages and benefits      379,781         357,115         738,181         710,686
    Operating expenses                100,420          88,225         192,000         176,545
    Purchased transportation           59,345          48,485         111,117          94,421
    Operating taxes and licenses       17,334          17,215          34,376          34,318
    Claims and insurance               14,610          12,857          28,508          26,141
    Depreciation                       13,329          12,438          25,653          25,072
                                      584,819         536,335       1,129,835       1,067,183
OPERATING INCOME                        4,962          15,506          18,154          30,306

OTHER INCOME (EXPENSE)
   Investment income                      836           1,463           1,654           2,415
   Interest expense                      (886)           (972)         (1,918)         (1,967)
   Miscellaneous, net                    (226)           (440)           (585)           (878)
                                         (276)             51            (849)           (430)

Income before income taxes              4,686          15,557          17,305          29,876
Income taxes                            2,179           8,084           8,047          15,386

NET INCOME                         $    2,507      $    7,473      $    9,258      $   14,490

Basic average shares outstanding   22,626,761      23,048,519      22,617,285      23,039,159
Diluted average shares outstanding 23,454,306      24,325,142      23,032,273      24,221,957

Basic Earnings per Share:          $     0.11      $     0.32      $     0.41      $     0.63

Diluted Earnings per Share:        $     0.11      $     0.31      $     0.40      $     0.60

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

</TABLE>

                                PAGE 5



                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                        Six Months Ended
                                                            June 30,
                                                        1999        1998

                                                    (Dollars in thousands)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      $ 123,081     $ 107,721

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                              9,258        14,490
Adjustments to reconcile net income
  to net cash provided by
  operating activities:
Depreciation and amortization                          28,040        25,961
Decrease in deferred income taxes                      (4,380)         (556)
Gains from property disposals, net                       (306)          (10)
Issuance of common stock under restricted stock plan      230             -
Changes in assets and liabilities:
  Receivables                                         (23,160)        9,046
  Prepaid expenses                                       (831)      (13,360)
  Accounts payable                                      2,247        (6,010)
  Accrued liabilities                                  19,260        21,876
  Accrued claims costs                                 (5,421)       (6,814)
  Income taxes                                            758         4,321
  Employee benefits                                     3,955         1,198
  Other                                               (22,898)       (1,039)
  Net Cash Provided by Operating Activities             6,752        49,103

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (30,743)       (7,191)
   Proceeds from sales of property                      2,134           357
   Net Cash Used by Investing Activities              (28,609)       (6,834)

Increase (decrease) in Cash and Cash Equivalents      (21,857)       42,269

CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 101,224     $ 149,990



     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  1998  Annual  Report  to
Shareholders.

      There  were  no  significant  changes in  the  Company's  commitments
and  contingencies  as  previously described  in  the  1998  Annual  Report
to   Shareholders  and  related  annual  report  to  the   Securities   and
Exchange Commission on Form 10-K.


2. Segment and Geographic Information

       The  Company  operates  in  a  single  industry  segment,  primarily
providing    less-than-truckload   transportation    and    supply    chain
management  services  throughout  the United  States,  Canada  and  Mexico,
and  international  freight services between the  United  States  and  more
than  80  countries.   The following information sets  forth  revenues  and
long-lived  assets  by  geographic location.  Revenues  are  attributed  to
geographic  location  based upon the location of  the  customer.    No  one
customer provides 10% or more of total revenues.

Geographic Information

(Dollars in thousands)

                     Quarter Ended               Six Months Ended
                       June 30,                      June 30,
                   1999      1998               1999         1998

Revenues

United States    $557,508  $520,529          $1,086,929   $1,036,245
Canada             32,273    31,312              61,060       61,244
Total            $589,781  $551,841          $1,147,989   $1,097,489


                                PAGE 7



Geographic Information (continued)

                        As of
                       June 30,
                   1999      1998

Long-Lived Assets

United States    $335,228  $340,478
Canada             30,845    23,787
Total            $366,073  $364,265


3. Stock Compensation

      As  of June 30, 1999 there were approximately 1,087,000 granted
but  unissued  restricted common shares remaining  from  the  initial
grant  made  under  the Company's Stock Option  and  Incentive  Plan.
Those  shares vest as early as December 16, 1999, but are  contingent
upon  the  Company's stock price achieving a 60%  increase  over  the
price at the time of grant.  If performance conditions are met, those
shares  will be issued to employees in December 1999 and compensation
expense will be recognized based on the market price of the stock  at
that time.  Based upon the closing stock price of $12.84 per share on
June  30,  1999, the Company would recognize an $8.0 million non-cash
charge, net of related tax benefits.

      The  Company  granted an additional 141,000  restricted  common
shares to senior management in May 1999.  These shares, which have  a
maximum  term  of  three years, vest as early as May  2000,  but  are
contingent  on the Company's stock price achieving $20.00 per  share.
Also  in  May  1999,  the Company granted 916,085  stock  options  to
members  of  the Board of Directors and management at prices  ranging
from  $13.00 to $14.0625 per share, equal to the closing stock prices
on the dates of the grants.  The options vest ratably over 48 months,
beginning in January 2000 and expire in May 2004.


                                PAGE 8




4. Earnings per Share

      The  following chart reconciles basic to diluted  earnings  per
share for the three and six months ended June 30, 1999 and 1998.  See
Footnote 3 for a discussion of dilutive securities.

(Dollars in thousands except per share amounts)

                                          Weighted
         Three                            Average        Earnings
     Months Ended        Net Income        Shares        Per Share

     June 30, 1999
      Basic                $ 2,507        22,626,761        $0.11
      Dilutive effect of
        restricted stock
        and stock options       --           827,545           --
      Diluted              $ 2,507        23,454,306        $0.11

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


                                         Weighted
         Six                             Average        Earnings
     Months Ended        Net Income       Shares        Per Share

     June 30, 1999
      Basic                $ 9,258        22,617,285        $0.41
      Dilutive effect of
        restricted stock
        and stock options       --           414,988        (0.01)
      Diluted              $ 9,258        23,032,273        $0.40

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


                                PAGE 9




5. Comprehensive Income

     Comprehensive income for the three and six months ended June 30,
1999 and 1998 is as follows:


(Dollars in thousands)

                                         Three                 Six
                                      Months Ended         Months Ended
                                         June 30,            June  30,
                                    1999      1998        1999     1998


Net Income                         $2,507    $7,473    $ 9,258  $14,490
Other Comprehensive Income (Loss):
  Foreign currency translation
   adjustments                      1,394    (2,278)     1,876   (2,290)
Comprehensive Income               $3,901    $5,195    $11,134  $12,200



6. Contingencies

      The  Company  and  its  subsidiaries are  involved  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.

     The Company's former parent, CNF Transportation Inc., is engaged
in  disputes  with the Internal Revenue Service over the  amount  and
timing of certain tax deductions reported by the former parent in tax
years prior to the spin-off of the Company. These disputes arise from
tax positions first taken by the former parent in the mid-1980's. The
former  parent,  which is contesting the IRS's  positions,  has  made
certain  advance  payments to the IRS which would be applied  against
any ultimate liability.

      Under a tax sharing agreement entered into by the former parent
and  the  Company  at the time of the spin-off, the  Company  may  be
obligated  to  reimburse  the former parent  for  a  portion  of  any
additional taxes and interest which relate to the Company's  business
prior  to  the spin-off.  The amount and timing of such payments,  if
any,  is  dependent on the ultimate resolution of the former parent's
disputes with the IRS and the determination of the nature and  extent
of  the Company's obligations under the tax sharing arrangement.  The
Company  has  established certain reserves both at the  time  of  and
subsequent to the spin-off with respect to the foregoing.  There  can
be  no  assurance that the amount or timing of any liability  of  the
Company to the former parent will not have a material adverse  effect
on the Company's results of operations or financial position.


                                PAGE 10


       The  Company  has  received  notices  from  the  Environmental
Protection Agency (EPA) and others that it has been identified  as  a
potentially   responsible   party  (PRP)  under   the   Comprehensive
Environmental  Response Compensation and Liability  Act  (CERCLA)  or
other  Federal and state environmental statutes at various  Superfund
sites.  Under CERCLA, PRP's are jointly and severally liable for  all
site  remediation and expenses. Based upon 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 position or results of operations.


                                PAGE 11




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


      Revenues  for  the quarter and six months ended June  30,  1999
increased 6.9% and 4.6%, respectively, compared with the same periods
last  year.   Total  and less-than-truckload (LTL) tonnage  increased
1.5%  and 2.2%, respectively, on total and LTL shipment increases  of
4.4%  and 4.5%, respectively, in the quarter.  Tonnage remained  flat
for  the six-month period on total and LTL shipment increases of 3.0%
and  3.1%, respectively.  During the quarter, the Company experienced
incremental business from the shutdown of a regional carrier in  late
May,  a  60% increase in PrimeTime business and expansion of its  new
two-day   service  offerings.   These  improvements   helped   offset
continued  erosion  in  the  Company's  core  long-haul  market  from
increased  competition from regional carriers and  changing  customer
distribution patterns.  The Company also experienced improved revenue
per  hundredweight which increased 3.7% and 3.8% in the  quarter  and
six-month period, respectively, due to an effective rate increase  of
approximately 3.3% in October 1998.

      Salaries,  wages and benefits increased 6.3% and  3.9%  in  the
quarter  and six-month period, respectively, over the prior year  due
primarily  to  increased  business levels and  a  Teamster  wage  and
benefit  increase on April 1st.  The Company stepped  up  its  driver
recruitment  and  training  in  the  quarter  and  carried  over  200
additional drivers in anticipation of driver retirements expected  to
occur  during  the  remainder of the year,  adding  $3.0  million  of
additional wage expense.

      Operating expenses increased 13.8% and 8.8% in the quarter  and
six-  month period, respectively, due primarily to increased shipment
levels, start-up costs associated with the expansion of the Company's
2-day  service offering and higher than anticipated costs  associated
with  transitioning information technology services from  the  former
parent  to  a third party.  Lease expense for new revenue  equipment,
software   amortization  related  to  the  replacement   of   certain
operational and financial systems, costs associated with  hiring  and
training  new employees and costs associated with the Company's  Year
2000  project also contributed to the increase.  The Company was also
adversely  impacted by a 5.8% increase in the average fuel  cost  per
gallon in the quarter.

      Purchased  transportation increased  22.4%  and  17.7%  in  the
quarter and six-month period, respectively, due to the use of  owner-
operators  for  new truckload operations, costs associated  with  the
Company's  growing  PrimeTime  service  and  increased  rail   costs.
Although  rail  miles  as  a  percentage of  total  inter-city  miles
remained  relatively flat in the quarter and six-month period,  total
rail costs increased due to an approximately 3% increase in rail cost
per mile.


                                PAGE 12




      Operating taxes and licenses increased marginally, in line with
business levels.

      Claims  and insurance expense increased 13.6% and 9.1%  in  the
quarter  and  six-month period, respectively, due  to  higher  claims
experience year-over-year.

      Depreciation  increased 7.2% and 2.3% in the quarter  and  six-
month period, respectively, due to increased capital expenditures  in
1999 as the Company began replacing older revenue equipment.

      The  above  factors  resulted in a $10.5  million  decrease  in
operating  income  to  $5.0 million for the quarter.   The  operating
ratio  deteriorated to 99.2% from 97.2%.  Operating income  decreased
$12.2  million  in  the six-month period to $18.2 million,  with  the
operating ratio deteriorating to 98.4% from 97.2%.

      Other  expense,  net, increased $327,000 and  $419,000  in  the
quarter   and  six-month  period,  respectively,  due  to   decreased
investment  income  on the Company's short-term investments.   Short-
term investments decreased as funds were used for capital expenditure
purposes.

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

      Management is continuing with its infrastructure investments to
expand  its new 2-day service offering to be more competitive in  the
shorter  length-of-haul market. Combined with additional  value-added
service  offerings  like CF PrimeTime and CF SureTime,  a  new  time-
definite  delivery  service  introduced  in  August,  management   is
expanding  its  service offerings. Continued yield  enhancements  and
cost containment should  offset salary, wage and benefit increases of
$10.0  million  and  amortization of  $3.0  million  related  to  the
replacement  of  certain operational and financial systems  for  Year
2000 compliance during the remainder of the year.

      As  discussed in Footnote 3, the Company has a restricted stock
program.   If  performance  conditions  are  met  in  December  1999,
approximately  1,087,000 shares of common stock  will  be  issued  to
employees,  and compensation expense recognized based on  the  market
price  of the stock at that time.  Based upon the closing stock price
of  $12.84 per share on June 30, 1999, the Company would recognize an
$8.0 million non-cash charge, net of related tax benefits.

     As  discussed  above,  the  Company experienced  a  significant
increase in fuel costs in the second quarter as the average cost  per
gallon  increased  approximately 28% over  the  first  quarter.   The
Company's  rules tariff implements a fuel surcharge when the  average
cost  per  gallon  of  on-highway  diesel  fuel  exceeds  $1.10,   as
determined  from  the  Energy  Information  Administration   of   the
Department of Energy's publication of weekly retail on-highway diesel
prices.   This  provision of the rules tariff became  effective  July
12th.   However, there can be no assurance that the Company  will  be
able  to  successfully  implement  such  surcharges  in  response  to
increased fuel costs in the future.


                                PAGE 13




      As discussed in more detail in Footnote 6, the Company is party
to  a  tax  sharing  agreement with its  former  parent.   Given  the
uncertainties surrounding the amount and timing of any obligations of
the  Company  under  the  tax  sharing agreement,  there  can  be  no
assurance  that the amount or timing of any liability of the  Company
to  the former parent will not have a material adverse effect on  the
Company's results of operations or financial position.


RISK FACTORS

     The  Company  is subject to market risks related to  changes  in
interest  rates  and foreign currency exchange rates,  primarily  the
Canadian  dollar.   Management  believes  that  the  impact  on   the
Company's  financial position, results of operations and  cash  flows
from  fluctuations  in interest rates and foreign  currency  exchange
rates  would  not  be  material.  Consequently, management  does  not
currently use derivative instruments to manage these risks;  however,
it may do so in the future.


YEAR 2000

     Management  has  a  formal plan in place through  which  it  has
identified  its  operational and financial systems  and  applications
requiring   either  modification  or  replacement   for   Year   2000
compliance.   Of these systems, the Company's on-line  equipment  and
freight  tracking  system  is deemed most critical.   Based  upon  an
assessment  at  June  30, 1999, testing and modification  of  mission
critical  IT  mainframe  applications,  which  includes  the  on-line
equipment  and freight tracking system, is 100% complete  while  non-
mission  critical mainframe applications are expected to be completed
in   August.    Non-mainframe  related  Year  2000   activities   are
approximately   70%  complete.   Expenses  related   to   Year   2000
modifications totaled $1.5 million for the six months ended June  30,
1999  and  include payroll and payroll related costs as well  as  the
costs  of  external  consultants.  In certain cases,  management  has
opted  to  replace  rather than modify certain  of  its  systems  and
applications.  Costs associated with the replacement of  systems  and
applications are capitalized.  As of June 30, 1999, $27.3 million has
been capitalized and includes hardware, software and payroll costs as
well  as costs of external consultants.  Management expects to  spend
an  additional  $15  million to replace and/or convert  its  internal
systems  for  Year 2000 compliance.  Of this amount, it  is  expected
that approximately $3 million will be expensed and approximately  $12
million  will  be capitalized.  These estimates may be revised  based
upon  the  results  of continued implementation.  Management  expects
that  all  Year  2000 system modifications and replacements  will  be
funded with cash from operations.


                                PAGE 14




     Management  has  engaged  outside consultants  as  part  of  the
process  of  assessing its Year 2000 risks.  Part of that  assessment
includes  3rd party compliance readiness.  Management has  identified
and  prioritized its critical customers and key vendors  of  products
and  services  and  is  soliciting written  responses  to  Year  2000
readiness questionnaires.  Management has completed substantially all
of  the  vendor  verification portion of the effort.   Management  is
formulating contingency plans as necessary based upon the results  of
those questionnaires.

      As  noted above, modification and testing of the Company's  on-
line  equipment  and freight tracking system is complete.  Management
anticipates having all of its internal systems Year 2000 compliant by
September  1999.  To  the  extent that the Company  or  its  critical
customers  and  key suppliers fail to achieve Year  2000  compliance,
there  could be a material adverse effect on the Company's  business,
results of operations and financial position.


LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 1999, the Company had $101.2 million in cash and
cash  equivalents.  Net cash flow from operations for the six  months
ended  June   30, 1999 was $6.8  million due primarily to net  income
and depreciation and amortization.  Management expects cash flow from
operations   for   1999  will  be  sufficient  for  working   capital
requirements.  Capital expenditures for the six months ended June 30,
1999 were $30.7 million compared with $7.2 million in the same period
last   year.    Management  expects  capital   expenditures   to   be
approximately $73 million for the remainder of the year primarily for
the   purchase  of  operating  equipment  and  upgrades  to  terminal
properties.  It is anticipated that those expenditures will be funded
with existing cash balances and cash from operations, supplemented by
financing arrangements.

     The Company is in the process of completing a six-year operating
lease  agreement for approximately 700 new trucks and  tractors  that
will  be  placed  in  service throughout  the  third  quarter.  Lease
payments  for  these  new  trucks and tractors  are  expected  to  be
approximately  $3 million for the remainder of 1999  and  $9  million
annually  through 2005.  These new units are replacements  for  older
equipment currently in service.

      The  Company has a secured credit facility under which  it  has
$150.0  million  available for working capital and letter  of  credit
needs.  As of June 30, 1999, the Company had no short-term borrowings
and  $74.6  million  of  letters of credit outstanding.   The  credit
facility  terminates  on January 2, 2000.  The Company  is  currently
negotiating a new credit facility.

      As  discussed  in Footnote 6, the Company is  party  to  a  tax
sharing  agreement  with its former parent.  Given the  uncertainties
surrounding  the amount and timing of any obligations of the  Company
under  the tax sharing agreement, there can be no assurance that  the
amount or timing of any liability of the Company to the former parent
will  not have a material adverse effect on the Company's results  of
operations or financial position.


                                PAGE 15




OTHER

     On  May 13, 1999, Patrick H. Blake was promoted to President  of
Consolidated   Freightways  Corporation   of   Delaware   (CFCD),   a
subsidiary,  and Chief Operating Officer of the parent  company.  Mr.
Blake  was formerly Executive Vice President of Operations.  Also  on
May  13,  1999, Sunil Bhardwaj was promoted to Senior Vice  President
and  Chief  Financial  Officer of CFCD and the parent  company.   Mr.
Bhardwaj, formerly Vice President of Planning and Treasurer, replaces
David F. Morrison who left the Company.

      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 16




                     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  10,  1999,  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
            Robert W. Hatch         21,008,966      728,820
            John M. Lillie          21,009,631      728,155
            Raymond F. O'Brien      21,019,112      718,674


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, Paul B. Guenther, James B. Malloy and William
D. Walsh.

     For the purpose of approving the 1999 Equity Incentive Plan, the
votes representing shares of Common stock were cast as follows:  For:
11,811,750; Against: 6,410,606; Abstain: 104,241.

      For the purpose of approving the Non-Employee Director's Equity
Plan,  the  votes representing shares of Common stock  were  cast  as
follows: For: 15,689,838; Against: 2,465,027; Abstain: 171,730.


                                PAGE 17




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 2000 annual
meeting  of  stockholders must provide specified information  to  the
Company  between January 15, 2000 and February 14, 2000 (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).


ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

           (10.1) Employment Agreement for Sunil Bhardwaj.
           (10.2) Amended Employment Agreement for David F. Morrison.
           (10.3) 1999 Consolidated Freightways Corporation Equity
                    Incentive Plan and Stock Option Agreement.
           (10.4) Consolidated Freightways Corporation Non-Employee
                    Directors' Stock Option Plan and Stock Option
                    Agreement.

             (27) Financial Data Schedule


                                PAGE 18




                             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, 1999                           /s/Sunil Bhardwaj
                                          Sunil Bhardwaj
                                          Senior Vice President and
                                          Chief Financial Officer


August 12, 1999                           /s/Robert E. Wrightson
                                          Robert E. Wrightson
                                          Senior Vice President and
                                          Controller



                                PAGE 19