Exhibit 10.4



          FIFTH AMENDMENT TO SECURITIZATION AGREEMENTS

     THIS  FIFTH  AMENDMENT  TO SECURITIZATION  AGREEMENTS  (this
"Amendment"),  is  made and entered into as of October  24,  2001
(the  "Effective Date"), by and between CONSOLIDATED  FREIGHTWAYS
FUNDING   LLC,   a  Delaware  limited  liability   company   (the
"Borrower"), CONSOLIDATED FREIGHTWAYS CORPORATION OF DELAWARE,  a
Delaware  corporation ("CFCD"; the Borrower and CFCD are referred
to  herein  individually as a "Company" and collectively  as  the
"Companies"),   and  GENERAL  ELECTRIC  CAPITAL  CORPORATION,   a
Delaware  corporation ("GE Capital"), in its  capacities  (i)  as
Conduit Lender (in such capacity, the "Conduit Lender"), (ii)  as
Committed  Lender (in such capacity, the "Committed  Lender";  in
its  dual  capacities as Conduit Lender and Committed Lender,  GE
Capital  is  herein  referred  to  as  "Lender"),  and  (iii)  as
Administrative  Agent  for  the Lender  (in  such  capacity,  the
"Administrative Agent").

                       W I T N E S E T H:

     WHEREAS,  CFCD  and the Borrower are parties  to  a  certain
Receivables  Sale and Contribution Agreement, dated as  of  April
27,  2001  (as amended to the date hereof, the "Sale  Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in Annex X to the  Sale
Agreement as amended by this Amendment), whereby CFCD has  agreed
to  sell,  contribute or otherwise transfer to the Borrower,  and
the  Borrower  has agreed to purchase or otherwise  acquire  from
CFCD,  all  of  the  right, title and interest  of  CFCD  in  the
Receivables; and

     WHEREAS,   CFCD,   the   Borrower,  the   Lender   and   the
Administrative   Agent,  are  parties  to  a  certain   Servicing
Agreement,  dated as of April 27, 2001 (as amended  to  the  date
hereof,  the  "Servicing Agreement"), whereby  the  Borrower  has
appointed CFCD to service, administer and collect the Transferred
Receivables pursuant to the Funding Agreement (defined below)  on
the terms and conditions set forth therein; and

     WHEREAS,  the  Borrower, the Lender and  the  Administrative
Agent  are  parties  to a certain Receivables Funding  Agreement,
dated  as  of April 27, 2001 (as amended to the date hereof,  the
"Funding Agreement") (the Sale Agreement, the Servicing Agreement
and the Funding Agreement, together with all exhibits and annexes
thereto,   are   referred   to   herein   collectively   as   the
"Securitization  Agreements"), pursuant  to  which,  among  other
things,  the  Lender  has agreed, subject to  certain  terms  and
conditions,  to  make  Advances  to  the  Borrower  to  fund  its
purchases of the Receivables; and

     WHEREAS,    the   Companies   have   requested   that    the
Securitization Agreements be amended in certain respects and that
certain  waivers  be  granted, and GE  Capital  (in  its  various
capacities) is willing to agree to such amendments and grant such
waivers subject to the terms and conditions of this Amendment.

     NOW  THEREFORE, in consideration of the premises and  mutual
covenants   contained  herein,  and  other  good   and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, the parties hereto agree as follows:

     1.   Amendments of Securitization Agreements.  Subject to the
terms   and  conditions  of  this  Amendment,  including  without
limitation  the  fulfillment of the conditions  to  effectiveness
specified  in Section 6 below, the parties signatory to  each  of
the  Funding  Agreement,  the Sale Agreement  and  the  Servicing
Agreement hereby agree to amend Annex X to the Funding Agreement,
the Sale Agreement and the Servicing Agreement as follows:

     (A)   The definition of the term "Payroll Reserve" set forth
in  Annex X to the Funding Agreement, the Sale Agreement and  the
Servicing Agreement is hereby deleted in its entireties  and  the
following amended definition of such term is substituted in  lieu
thereof:

                "Payroll  Reserve" shall mean (i)  at  all  times
          during  the  period from the Third Amendment  Effective
          Date  through  November 1, 2001,  an  amount  equal  to
          $5,000,000 and (ii) at all times on and after  November
          2,   2001,   an  amount  equal  to  $15,000,000.    The
          imposition  of the Payroll Reserve is not  intended  to
          modify  or impair the Administrative Agent's discretion
          to  impose  additional reserves  with  respect  to  the
          unpaid   employee  payroll  of  the  Parent   and   its
          Subsidiaries under clause (iv) of the definition of the
          term "Reserves" herein.

     2.   No Other Amendments.  Except for the amendment expressly set
forth  and  referred  to in Section 1 above,  the  Securitization
Agreements shall remain unchanged and in full force and effect.

3.   Representations and Warranties.  Each Company hereby
represents and warrants to the Lender and the Administrative
Agent that (a) this Amendment has been duly authorized, executed
and delivered by such Company, (b) after giving effect to this
Amendment, no Termination Event, Incipient Termination Event,
Event of Servicer Termination or Incipient Servicer Termination
Event in respect of such Company 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 such Company in
the Securitization Agreements 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 any Company of any of its representations and
warranties contained in this Section 3 shall be a Termination
Event and an Event of Servicer Termination for all purposes of
the Securitization Agreements. Any Advances made on the Effective
Date shall be deemed to have been requested and funded after
giving effect to this Amendment.
4.   Ratification.  Each Company hereby ratifies and reaffirms
each and every term, covenant and condition set forth in the
Securitization Agreements and all other documents delivered by
such Company in connection therewith (including without
limitation the other Related Documents to which each Company is a
party), effective as of the date hereof.
5.   Estoppel.  To induce GE Capital (in its various capacities)
to enter into this Amendment, each Company hereby acknowledges
and agrees that, as of the date hereof, there exists no right of
offset, defense or counterclaim in favor of any Company as
against GE Capital (in its various capacities) with respect to
the obligations of any Company to GE Capital (in its various
capacities) under the Securitization Agreements or the other
Related Documents, either with or without giving effect to this
Amendment.
6.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, upon receipt by the
Administrative Agent of this Amendment, duly executed, completed
and delivered by each of the Companies and by GE Capital in its
various capacities.
7.   Reimbursement of Expenses.  Each Company hereby agrees that
it shall reimburse the Administrative Agent on demand for all
costs and expenses (including without limitation reasonable
attorney's fees) incurred by the Administrative Agent 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.
8.   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.
9.   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, each Company hereby
waives any provision of law that renders any provision hereof
prohibited or unenforceable in any respect.
10.  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.
11.  Entire Agreement.  The Securitization Agreements as amended
by this Amendment embody 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.
12.  Originators' and GE Capital's Capacities.  CFCD is executing
and delivering this Amendment both in its capacity as an
Originator under the Sale Agreement and as a Servicer under the
Servicing Agreement, and all references herein to "CFCD" shall be
deemed to include CFCD in both such capacities unless otherwise
expressly indicated.  GE Capital is executing and delivering this
Amendment in its various capacities as Lender and the
Administrative Agent, and all references herein to "GE Capital"
shall be deemed to include it in all such capacities unless
otherwise expressly indicated.
     IN  WITNESS  WHEREOF,  the parties have  caused  this  Fifth
Amendment to Securitization Agreements be duly executed by  their
respective  officers thereunto duly authorized, as  of  the  date
first above written.




                         CONSOLIDATED FREIGHTWAYS FUNDING LLC, as
                         Borrower


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


                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE, as Originator and Servicer




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



                         GENERAL ELECTRIC CAPITAL CORPORATION,
                         as Conduit Lender, Committed Lender and
                         Administrative Agent


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