Exhibit 10.05


          EIGHTH AMENDMENT TO SECURITIZATION AGREEMENTS

     THIS  EIGHTH  AMENDMENT TO SECURITIZATION  AGREEMENTS  (this
"Amendment"), is made and entered into as of April 5,  2002  (the
"Effective Date"), by and among 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 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  Parent,  certain  Subsidiaries   of   Parent
signatory  thereto, the Borrower, the Lender, the Conduit  Lender
and  the  Administrative Agent are parties to a certain  Guaranty
Agreement,  dated as of April 27, 2001 (as amended  to  the  date
hereof, the "Guaranty Agreement"); 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,  the  Guaranty 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  GE
Capital  (in its various capacities) is willing to agree to  such
amendments 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.    Waiver.  Subject to the terms and conditions  of  this
Amendment,  including without limitation the fulfillment  of  the
conditions  to effectiveness specified in Section  7  below,  any
Incipient  Termination Event or Termination Event resulting  from
(i)  any  failure  of  the  Parent to  meet  the  Minimum  EBITDA
financial  covenant in clause (c) to Annex 4.02(p)  to  the  Sale
Agreement solely for the Fiscal Quarters ending December 31, 2001
and  March  31,  2002, as such financial covenant  is  in  effect
immediately prior to the date of this Amendment or as it  was  in
effect immediately prior to the Seventh Amendment Effective Date;
provided,  however that any such Incipient Termination  Event  or
Termination Event shall automatically be restored if  the  Parent
shall  fail  or have failed to satisfy the financial covenant  as
amended  hereby, and (ii) any failure of the Parent to  meet  the
Minimum Fixed Charge Coverage Ratio financial covenant in  clause
(a)  to Annex 4.02(p) to the Sale Agreement solely for the Fiscal
Quarter ending March 31, 2002, as such financial covenant  is  in
effect immediately prior to the date of this Amendment; provided,
however  that any such Incipient Termination Event or Termination
Event shall automatically be restored if the Parent shall fail or
have failed to satisfy the financial covenant as amended hereby.

2.   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 7 below, the parties signatory to each of
the Funding Agreement, the Sale Agreement and the Servicing
Agreement hereby agree to amend the Securitization Agreements as
follows:
          (A)  Amendments to Annex X.

               (i)   Annex X to the Funding Agreement,  the  Sale
     Agreement  and the Servicing Agreement is hereby amended  by
     adding a new defined term "Eighth Amendment Effective  Date"
     in alphabetical order to read in its entirety as follows:

              "Eighth Amendment Effective Date" shall mean  April
         5, 2002.

               (ii)  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  entirety and the following definition of such  term  is
     substituted in lieu thereof:

              "Payroll  Reserve"  shall mean  (a)  at  all  times
         during  the  period  from the Third Amendment  Effective
         Date  through  November  1, 2001,  an  amount  equal  to
         $5,000,000,  (b) at all times on and after  November  2,
         2001  and prior to the Eighth Amendment Effective  Date,
         an  amount equal to $15,000,000, (c) at all times on and
         after  the Eighth Amendment Effective Date and prior  to
         the Payroll Reserve Adjustment Date (defined below),  an
         amount  equal  to $20,000,000, and (d) at all  times  on
         and  after the Payroll Reserve Adjustment Date  (defined
         below),  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.
         As  used  herein,  the term "Payroll Reserve  Adjustment
         Date"  shall mean the first date upon which each of  the
         following  conditions shall be satisfied  in  full:  (i)
         the  outstanding principal amount of the Revolving  Loan
         (as  such  term  is  defined  in  the  Revolving  Credit
         Agreement) is permanently reduced to an amount equal  to
         or   less  than  $25,000,000;  (ii)  Parent  shall  have
         delivered  to  GE  Capital a Borrowing  Limit  Reduction
         Notice  (as such term is defined in the Revolving Credit
         Agreement),  which shall have resulted  in  a  permanent
         reduction  in  the  Borrowing Limit  (as  such  term  is
         defined in the Revolving Credit Agreement) to an  amount
         equal  to  or  less than $25,000,000 in accordance  with
         the  terms of the Revolving Credit Agreement; and  (iii)
         Parent  shall  have delivered to GE Capital  an  Advance
         Rate  Reduction Notice (as such term is defined  in  the
         Revolving  Credit Agreement), which shall have  resulted
         in  a  permanent reduction in the Advance Rate (as  such
         term  is  defined in the Revolving Credit Agreement)  to
         no  more than 23.8% in accordance with the terms of  the
         Revolving Credit Agreement.

         (B)   Amendments  to Sale Agreement.  Annex  4.02(p)  to
the Sale Agreement is hereby amended as follows:

          (i)  Clause (a) is deleted in its entirety and replaced
     with a new clause (a) as set forth below:

               (a)   Minimum  Fixed Charge Coverage  Ratio.   The
          Parent   and   its  Subsidiaries  shall   have   on   a
          consolidated  basis,  as  of the  end  of  each  Fiscal
          Quarter set forth below, a Fixed Charge Coverage  Ratio
          for  the  period set forth below of not less  than  the
          following:

          Fiscal Quarter             Minimum Fixed
                                         Charge
                                     Coverage Ratio

          for the Rolling Period      0.20 to 1.00
          ending September 30,
          2001

          for the Rolling Period      0.01 to 1.00
          ending December 31, 2001

          for the three month        -1.80 to 1.00
          period ending March 31,
          2002

          for the six month period   -1.20 to l.00
          ending June 30, 2002

          for the nine month         -0.30 to 1.00
          period ending September
          30, 2002

          for the Rolling Period      0.20 to 1.00
          ending December 31, 2002

          for the Rolling Period      1.70 to 1.00
          ending on each Fiscal
          Quarter thereafter



          (ii) Clause (c) is deleted in its entirety and replaced
     with a new clause (c) as set forth below:

               (c)   Minimum EBITDA.  Parent and its Subsidiaries
          shall have on a consolidated basis, for each period set
          forth below, an EBITDA for such period of not less than
          the following:

          Fiscal Quarter            Minimum EBITDA

          for the Rolling Period    $8,000,000
          ending September 30,
          2001

          for the Rolling Period    -$3,300,000
          ending December 31, 2001

          for the three month       -$13,300,000
          period ending March 31,
          2002

          for the six month period  -$16,400,000
          ending June 30, 2002

          for the nine month        $1,400,000
          period ending September
          30, 2002

          for the Rolling Period    $20,500,000
          ending December 31, 2002

          for the Rolling Period    $80,000,000
          ending on each Fiscal
          Quarter thereafter



         (C)   Amendment to Funding Agreement.    Section 8.06(b)
to  the Funding Agreement is deleted in its entirety and replaced
with a new Section 8.06(b) as set forth below:

              (b)   Access.   The  Borrower  shall,  at  its  own
          expense,  during  normal  business  hours,  subject  to
          Borrower's  reasonable and customary  safety,  security
          and confidentiality policies and regulations, from time
          to  time  upon  one Business Day's prior  notice:   (i)
          provide  the Lenders, the Administrative Agent and  any
          of  their  respective  officers, employees  and  agents
          access to its properties (including properties utilized
          in   connection  with  the  collection,  processing  or
          servicing  of the Transferred Receivables), facilities,
          advisors and employees (including officers) and to  the
          Borrower  Collateral;  (ii)  permit  the  Lenders,  the
          Administrative  Agent  and  any  of  their   respective
          officers,  employees and agents to inspect,  audit  and
          make extracts from its books and records, including all
          Records; (iii) permit the Lenders or the Administrative
          Agent  and  their  respective officers,  employees  and
          agents  to inspect, review and evaluate the Transferred
          Receivables and the Borrower Collateral and (iv) permit
          the  Lenders  or  the Administrative  Agent  and  their
          respective  officers, employees and agents  to  discuss
          matters relating to the Transferred Receivables or  its
          performance  under this Agreement or the other  Related
          Documents  or  its affairs, finances and accounts  with
          any    of    its    officers,   managers,    employees,
          representatives  or agents (in each  case,  with  those
          persons having knowledge of such matters) and with  its
          independent  certified  public  accountants.   Borrower
          shall be liable for all costs and expenses relating  to
          any  and  all of the foregoing inspections, appraisals,
          evaluations  or reviews conducted by the Administrative
          Agent,  any Lender or any of their respective officers,
          employees and agents irrespective of whether or not any
          Termination Event or Incipient Termination Event exists
          at   the   time  of  any  such  inspection,  appraisal,
          evaluation  or review.  If (A) an Incipient Termination
          Event or a Termination Event shall have occurred and be
          continuing  or  (B) the Administrative Agent,  in  good
          faith, believes that an Incipient Termination Event  or
          a  Termination Event is imminent or deems any  Lender's
          rights or interests in the Transferred Receivables, the
          Borrower  Assigned  Agreements or  any  other  Borrower
          Collateral  insecure, then the Borrower shall,  at  its
          own  expense,  provide such access  at  all  times  and
          without advance notice and provide the Lenders  or  the
          Administrative Agent with access to its  suppliers  and
          customers.   The Borrower shall make available  to  the
          Administrative Agent and its counsel, as quickly as  is
          possible  under the circumstances, originals or  copies
          of  all books and records, including Records, that  the
          Administrative  Agent may request.  The Borrower  shall
          deliver  any document or instrument necessary  for  the
          Administrative Agent, as the Administrative  Agent  may
          from  time to time request, to obtain records from  any
          service  bureau or other Person that maintains  records
          for  the  Borrower or the Servicer, and shall  maintain
          duplicate records or supporting documentation on media,
          including  computer  tapes  and  discs  owned  by   the
          Borrower or the Servicer.

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

4.   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 4 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.
5.   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.
6.   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.
7.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, upon receipt by the
Administrative Agent, in form and substance satisfactory to
Administrative Agent, of this Amendment, duly executed, completed
and delivered by each of the Companies and by GE Capital in its
various capacities.
8.   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.
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, each Company hereby
waives 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 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.
13.  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.




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

     IN  WITNESS  WHEREOF, the parties have  caused  this  Eighth
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 Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer



                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE, as Originator and Servicer


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


                         CONSOLIDATED FREIGHTWAYS CORPORATION


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




                         CF AIRFREIGHT CORPORATION


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







                         CF MOVESU.COM INCORPORATED



                         By Robert E. Wrightson
                         Name:/s/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


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


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