Exhibit 10.01




               FIFTH AMENDMENT TO CREDIT AGREEMENT

          THIS   FIFTH   AMENDMENT  TO  CREDIT  AGREEMENT   (this
"Amendment"),  is  made and entered into as of January  18,  2002
(the  "Effective Date"), by and between CONSOLIDATED  FREIGHTWAYS
CORPORATION,  a  Delaware  corporation  ("Borrower"),  the  other
Credit Parties signatory to the Credit Agreement described  below
(collectively, together with the Borrower, the "Credit  Parties")
and  GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender").

                       W I T N E SS E T H:

          WHEREAS, Borrower, the other Credit Parties and  Lender
are parties to that certain Credit Agreement, dated as of October
24,  2001 (as amended to the date hereof, the "Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall   have  the  meanings  given  such  terms  in  the   Credit
Agreement),  pursuant  to  which Lender  has  committed  to  make
certain loans to Borrower upon the terms and conditions set forth
therein; and

          WHEREAS, Borrower, the other Credit Parties and  Lender
desire  to  modify  the Credit Agreement in certain  respects  in
accordance with and subject to the terms and conditions set forth
herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby  acknowledged,  Borrower, the  other  Credit  Parties  and
Lender  do  hereby agree that all capitalized terms  used  herein
shall  have the meanings ascribed thereto in the Credit Agreement
(except as otherwise expressly defined or limited herein) and  do
hereby further agree as follows:

          1.    Amendments to the Credit Agreement.   Subject  to
the  terms  and  conditions of this Amendment, including  without
limitation the fulfillment of the conditions precedent  specified
in  Section  7 below, the Credit Agreement is hereby  amended  as
follows:


               (A)   Annex  A to the Credit Agreement  is  hereby
          amended by deleting therefrom definitions of "Borrowing
          Base"  and "Additional Mortgaged Properties"  in  their
          entirety   and   substituting  the  following   amended
          definitions of such terms in lieu thereof:


                    "Additional Mortgaged Properties" shall  mean
               the  real  property owned by one or  more  of  the
               Credit  Parties and located at (a)  918  Del  Paso
               Road,  Sacramento, California, (b) 6767 West  75th
               Street,  Chicago, Illinois, and (c) 11888  Mission
               Boulevard, Mira Loma, California.


                    "Borrowing Base" shall mean, as of  any  date
               of  determination by Lender, from time to time, an
               amount  equal to the sum of (a) forty-two  percent
               (42%) of the Appraised Value of Eligible Mortgaged
               Property less (b) any and all Reserves established
               by   Lender   at  such  time  including,   without
               limitation, Reserves for environmental remediation
               costs,  accrued  but unpaid taxes,  insurance  and
               other  Charges  and  expenses pertaining  to  such
               Mortgaged    Property.     Notwithstanding     the
               foregoing,  irrespective of  whether  any  of  the
               conditions  in Section 2 have been satisfied,  the
               Borrowing  Base  shall not at any time  exceed  an
               amount  equal to $42,000,000 less the total amount
               of  any mandatory prepayments required to be  made
               pursuant to Section 1.2(b)(iii) as a result of the
               incurrence from time to time of any Funded Debt by
               any  Foreign Subsidiary under the Canadian  Credit
               Facility.


               (B)   Annex  A to the Credit Agreement  is  hereby
          further  amended  by adding in alphabetical  order  the
          definition of "Canadian Credit Facility" to read in its
          entirety as follows:

                    "Canadian Credit Facility" shall mean a
               credit facility in the maximum principal amount of
               Cnd$6,500,000 to be provided by Tyco Capital
               (Canada) Inc. ("Tyco") to Canadian Freightways
               Limited and/or one or more Canadian Foreign
               Subsidiaries, having the terms as set forth in
               that certain commitment letter dated December 21,
               2001 between Canadian Freightways Limited and
               Tyco.

          2.   Covenants.  Borrower shall utilize the entire
proceeds of the initial Revolving Credit Advances made on the
date of this Amendment to make a capital contribution to the
Receivables Subsidiary in the aggregate amount of $7,000,000 (the
"Capital Contribution").  Borrower shall cause the Receivables
Subsidiary immediately upon receipt of the Capital Contribution
to apply the entire amount of the Capital Contribution to the
repayment of outstanding Receivables Advances in the aggregate
principal amount of $7,000,000 to create additional availability
under the Receivables Funding Agreement.  The initial Revolving
Credit Advances made on the date of this Amendment shall be
disbursed by the Lender solely in accordance with the
disbursement direction letter in the form of Exhibit A attached
hereto (the "Disbursement Direction Letter").

          3.   No Other Amendments.  Except for the amendments
expressly set forth and referred to in Section 1 above, the
Credit Agreement shall remain unchanged and in full force and
effect.

          4.   Representations and Warranties.  To induce Lender
to enter into this Amendment, Borrower and each of the other
Credit Parties hereby warrant, represent and covenant to Lender
that: (a) this Amendment has been duly authorized, executed and
delivered by Borrower and each other Credit Party signatory
thereto, (b) after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing as of this date,
and (c) after giving effect to this Amendment, all of the
representations and warranties made by Borrower and each other
Credit Party in the Credit Agreement are true and correct in all
material respects on and as of the date of this Amendment (except
to the extent that any such representations or warranties
expressly referred to a specific prior date).  Any breach in any
material respect by Borrower or any other Credit Party of any of
its representations and warranties contained in this Section 4
shall be an Event of Default under the Credit Agreement.

          5.   Ratification and Acknowledgment.  Borrower and
each of the other Credit Parties hereby ratify and reaffirm each
and every term, covenant and condition set forth in the Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other Loan
Documents to which Borrower or any other Credit Party is a
party), effective as of the date hereof.

          6.   Estoppel.  To induce Lender to enter into this
Amendment, Borrower and each  of the other Credit Parties hereby
acknowledge and agree that, as of the date hereof, there exists
no right of offset, defense or counterclaim in favor of Borrower
or any Credit Party as against Lender with respect to the
obligations of Borrower or any Credit Party to Lender under the
Credit Agreement or the other Loan Documents, either with or
without giving effect to this Amendment.

          7.   Conditions to Effectiveness.  This Amendment shall
become effective, as of the Effective Date, subject to the prior
or subsequent receipt by the Lender of the following, in each
case, in form and substance satisfactory to Lender:

          (a)  this Amendment, duly executed, completed and
delivered by Borrower and each other Credit Party.

          (b)  the Seventh Amendment to Letter of Credit
Agreements dated as of the date hereof, duly executed, completed
and delivered by Borrower and each other Credit Party.

          (c)  a copy of the credit agreement executed by HSBC
Bank Canada ("HSBC"), pursuant to which HSBC commits to provide
an accounts receivable credit facility to one or more Canadian
Foreign Subsidiaries, having such terms and conditions as are
reasonably satisfactory to Lender.

          (d)  a letter from Discovery Re insurance company
("Discovery Re") confirming that (i) they have not canceled any
workers' compensation insurance policies of the Credit Parties or
their Subsidiaries (the "Insurance Policies"), (ii) upon receipt
of a letter of credit in the amount of $7,000,000, issued for the
account of Borrower or any other Credit Party for the benefit of
United States Fidelity and Guaranty, Co., the Insurance Policies
shall remain in full force and effect through and including March
18, 2002, and (iii) confirming Discovery Re's agreement not to
give a notice of cancellation with respect to any of the
Insurance Policies prior to February 19, 2002.  Lender shall also
have received from Credit Parties a certificate of insurance
issued by Discovery Re certifying as to the coverage under the
existing Insurance Policies, together with such other documents,
certificates and information as it may reasonably request in
order to confirm that the Insurance Policies remain in effect as
of the date of this Amendment and satisfy the requirements of
applicable law.

          (e)  a copy of a proposal letter by Special Value
Management LLC ("Special Value") to Borrower and/or CF Delaware,
pursuant to which Special Value, as lender, proposes to enter
into a real estate loan facility with Borrower and/or CF Delaware
to be closed by no later than February 18, 2002 and otherwise
having such terms and conditions as are reasonably satisfactory
to Lender.

          (f)  each Credit Party owner of the Additional
Mortgaged Properties located at 11888 Mission Boulevard, Mira
Loma, California (the "Mira Loma Property") shall have (i)
executed and delivered to Lender a Mortgage covering all of the
Mira Loma Property, in proper form for recordation in all places
to the extent necessary to create a valid and enforceable first
priority lien (subject to Permitted Encumbrances) on the Mira
Loma Property in favor of Lender (or in favor of such other
trustee as may be required or desired under local law) and
otherwise in form and substance satisfactory to Lender, (ii)
delivered to Lender an opinion of California counsel regarding
the Mortgage on the Mira Loma Property in form and substance and
from counsel satisfactory to Lender, (iii) delivered to Lender a
title report, all form and scope satisfactory to Lender, covering
the Mira Loma Property, which report shall not show any Liens on
the Mira Loma Property (other than Permitted Encumbrances), (iv)
delivered to Lender written fair market value appraisals, in each
case satisfactory in form and substance to Lender, in its sole
discretion, and (v) fully cooperated with Lender by providing
Lender and/or its consultants and agents with access to, and
information concerning, the Mira Loma Property as may be
requested by Lender (or such consultant or agent of Lender) and
as may be necessary to ensure completion of Phase I Environmental
Site Assessment Reports, consistent with American Society for
Testing and Materials (ASTM) Standard E 1527-94 and applicable
state requirements, prepared by environmental engineers
satisfactory to Lender, all in form and substance satisfactory to
Lender, in its reasonable discretion.

          (g)  a Fee Letter dated the date hereof, duly executed,
completed and delivered by Borrower and Lender.

Upon the effective date of this Amendment, all of the amendments
set forth in Section 1 of this Amendment shall become effective
as of the effective date of this Amendment.

          8.   Reimbursement of Expenses.  Borrower and each of
the other Credit Parties hereby agree that Borrower and each of
the other Credit Parties shall reimburse Lender on demand for all
costs and expenses (including without limitation reasonable
attorney's fees) incurred by Lender in connection with the
negotiation, documentation and consummation of this Amendment and
the other documents executed in connection herewith and therewith
and the transactions contemplated hereby and thereby.

          9.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID
STATE.

          10.  Severability of Provisions.  Any provision of this
Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other
jurisdiction.  To the extent permitted by applicable law,
Borrower and each of the other Credit Parties hereby waive any
provision of law that renders any provision hereof prohibited or
unenforceable in any respect.

          11.  Counterparts.  This Amendment may be executed in
any number of several counterparts, all of which shall be deemed
to constitute but one original and shall be binding upon all
parties, their successors and permitted assigns.

          12.  Entire Agreement.  The Credit Agreement as amended
by this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter hereof and
supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.



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


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

                         BORROWER:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


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

                         LENDER:

                         GENERAL ELECTRIC CAPITAL CORPORATION


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


                         CREDIT PARTIES:

                         CONSOLIDATED FREIGHTWAYS CORPORATION  OF
                         DELAWARE


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


                         CF AIRFREIGHT CORPORATION


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

                         REDWOOD SYSTEMS, INC.


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


                         LELAND JAMES SERVICE CORPORATION


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