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 September 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 October 31, 1998: 21,600,580


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

_____________________________________________________________________
_____________________________________________________________________

                                INDEX



PART I.  FINANCIAL INFORMATION                                     Page

  Item 1. Financial Statements

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

          Statements of Consolidated Income -
            Three and Nine Months Ended September 30, 1998
               and 1997                                              5

          Statements of Consolidated Cash Flows -
            Nine Months Ended September 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                                         15

  Item 5. Stockholder Proposals                                     15

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


SIGNATURES                                                          16



                       PART I. FINANCIAL INFORMATION
                       ITEM 1. Financial Statements

                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                 September  30,   December 31,
                                                    1998             1997

                                                    (Dollars in thousands)

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $  123,731     $  107,721
   Trade accounts receivable, net of allowances        327,583        310,601
   Other receivables                                     8,445         10,300
   Operating supplies, at lower of average
     cost or market                                      8,543          8,741
   Prepaid expenses                                     44,092         39,696
   Deferred income taxes                                13,408         16,554
      Total Current Assets                             525,802        493,613

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                 78,485         78,227
   Buildings and improvements                          343,871        342,413
   Revenue equipment                                   559,153        559,610
   Other equipment and leasehold improvements          120,546        116,390
                                                     1,102,055      1,096,640
   Accumulated depreciation and amortization          (742,319)      (713,653)
                                                       359,736        382,987
OTHER ASSETS
   Deposits and other assets                            18,571          9,468
   Deferred income taxes                                16,609         11,728
                                                        35,180         21,196

TOTAL ASSETS                                        $  920,718     $  897,796



     The accompanying notes are an integral part of these statements.



                   CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                  September 30,   December 31,
                                                     1998            1997

                                                     (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  74,505      $ 83,127
   Accrued liabilities                                226,037       212,644
   Accrued claims costs                                75,581        82,023
   Federal and other income taxes                      19,995         7,706
      Total Current Liabilities                       396,118       385,500

LONG-TERM LIABILITIES
   Long-term debt                                      15,100        15,100
   Accrued claims costs                               107,711       112,173
   Employee benefits                                  116,901       115,220
   Other liabilities and deferred credits              34,251        26,356
      Total Liabilities                               670,081       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             (10,573)      (6,572)
   Retained earnings                                  202,294      178,573
   Treasury stock (1,466,325 and 18,151 shares,
     respectively)                                    (12,800)        (245)
       Total Shareholders' Equity                     250,637      243,447

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 920,718    $ 897,796



     The accompanying notes are an integral part of these statements.



<TABLE>

<CAPTION>

                                         CONSOLIDATED FREIGHTWAYS CORPORATION


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


                                      For the Three Months Ended      For the Nine Months Ended
                                              September 30,                 September 30,
                                          1998           1997           1998           1997

<S>                                    <C>            <C>            <C>            <C>
REVENUES                               $   571,231    $   603,253    $ 1,668,720    $ 1,727,509

COSTS AND EXPENSES
    Salaries, wages and benefits           369,116        389,874      1,079,802      1,126,354
    Operating expenses                      88,185         90,546        264,730        269,531
    Purchased transportation                54,840         50,903        149,261        139,831
    Operating taxes and licenses            16,450         18,462         50,768         55,060
    Claims and insurance                    13,175         15,623         39,316         46,983
    Depreciation                            12,068         13,505         37,140         40,197
                                           553,834        578,913      1,621,017      1,677,956
OPERATING INCOME                            17,397         24,340         47,703         49,553

OTHER INCOME (EXPENSE)
   Investment income                         1,428            597          3,843          1,028
   Interest expense                           (980)          (993)        (2,947)        (2,163)
   Miscellaneous, net                         (279)          (561)        (1,157)        (1,705)
                                               169           (957)          (261)        (2,840)

Income before income taxes                  17,566         23,383         47,442         46,713
Income taxes                                 8,335         11,600         23,721         24,758

NET INCOME                             $     9,231    $    11,783    $    23,721    $    21,955

Basic average shares outstanding        22,710,557     22,025,323     22,928,421     22,025,323
Diluted average shares outstanding      22,710,557     23,279,205     23,716,953     22,486,896

Basic Earnings per Share:              $      0.41    $      0.53    $      1.03    $      1.00

Diluted Earnings per Share:            $      0.41    $      0.51    $      1.00    $      0.98

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


                   CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                   STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                        Nine Months Ended
                                                          September 30,
                                                        1998         1997
                                                     (Dollars in thousands)

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

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                             23,721        21,955
Adjustments to reconcile net income
  to net cash provided by
  operating activities:
Depreciation and amortization                          38,470        41,507
Increase (decrease) in deferred income taxes           (1,735)        3,464
(Gains) losses from property disposals, net                 6          (850)
Changes in assets and liabilities:
  Receivables                                         (15,127)      (61,039)
  Prepaid expense                                      (4,396)       (4,426)
  Accounts payable                                     (8,622)       (7,069)
  Accrued liabilities                                  13,393        42,406
  Accrued claims costs                                (10,904)       (9,283)
  Income taxes                                         12,289        17,204
  Employee benefits                                     1,681         2,620
  Other                                                (5,175)        2,216
  Net Cash Provided by Operating Activities            43,601        48,705

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                               (16,433)      (19,266)
   Proceeds from sales of property                      1,397         2,858
   Net Cash Used by Investing Activities              (15,036)      (16,408)

CASH FLOWS FROM FINANCING ACTIVITIES
  Purchase of treasury stock                          (12,555)           --
  Net Cash Used by Financing Activities               (12,555)           --

Increase in Cash and Cash Equivalents                  16,010        32,297

CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 123,731     $  80,976



     The accompanying notes are an integral part of these statements.



                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   $100.0   million   while
letters   of   credit  are  limited  to  $150.0  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  September 30, 1998, the  Company  had  no  short-term
borrowings  and  $88.1  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
September   30,   1998  and  expects  to  be  in  compliance   with   these
covenants for the remainder of the year.


3.  Earnings per Share

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

(Dollars in thousands except per share amounts)

                                         Weighted
           Three                          Average          Earnings
        Months Ended    Net Income         Shares          Per Share

     September 30, 1998
      Basic              $ 9,231        22,710,557          $0.41
      Dilutive effect
         of restricted
         stock                --                --             --
      Diluted            $ 9,231        22,710,557          $0.41

     September 30, 1997
      Basic              $11,783        22,025,323          $0.53
      Dilutive effect
         of restricted
         stock                --         1,253,882          (0.02)
      Diluted            $11,783        23,279,205          $0.51


                                         Weighted
           Nine                          Average        Earnings
        Months Ended   Net Income        Shares         Per Share

     September 30, 1998
      Basic              $23,721        22,928,421          $1.03
      Dilutive effect
         of restricted
         stock                --           788,532          (0.03)
      Diluted            $23,721        23,716,953          $1.00

     September 30, 1997
      Basic              $21,955        22,025,323          $1.00
      Dilutive effect
         of restricted
         stock                --           461,573          (0.02)
      Diluted            $21,955        22,486,896          $0.98



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  nine
months ended September 30, 1998 and 1997 is as follows:

                                          (Dollars in thousands)

                                       Three                Nine
                                   Months Ended          Months Ended
                                   September 30,         September 30,
                                   1998     1997         1998     1997


Net Income                         $9,231   $11,783    $23,721  $ 21,955
Other Comprehensive Income (Loss):
  Foreign currency translation
  adjustments                      (1,711)       18     (4,001)     (142)
Comprehensive Income               $7,520   $11,801    $19,720   $21,813


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.  Prior to adoption of this statement,  the
Company capitalized only the costs of purchased software while  costs
of   internally  developed  software  were  expensed.   The   Company
capitalized   $5.2  million  and  $10.0  million  of  purchased   and
internally  developed  software costs in the three  and  nine  months
ended  September 30, 1998, respectively. These costs are included  in
Other Assets on the Consolidated Balance Sheet.


6. Stock Compensation

       As  of  September 30, 1998, there were 2,144,122  granted  but
unissued  shares  remaining  under the  Company's  Stock  Option  and
Incentive  Plan.    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.  At September
30, 1998, the stock price was below the pre-determined level required
for vesting.

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.




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


      Revenues for the three and nine months ended September 30, 1998
decreased 5.3% and 3.4%, respectively, from the prior year  on  lower
year-over-year  tonnage  levels.  Total and higher  rated  less-than-
truckload  tonnage  decreased 9.3% and 7.5%,  respectively,  for  the
three  month  period and 8.5% and 6.5%, respectively,  for  the  nine
month period.  Yield management programs, diversion of freight due to
recent  labor  negotiations and softening industrial production  that
began  in the second quarter contributed to the lower tonnage levels.
Additionally,  the  prior  year  periods  benefited  from   increased
business  related  to  the two week work stoppage  at  United  Parcel
Service   (UPS)  in  August  1997.   The  higher-rated  UPS  business
generated  approximately  $11.0 million of additional  revenue.   The
decline  in tonnage was partially offset by improved revenue  yields.
Net  revenue  per hundred weight in the three and nine month  periods
increased  4.3%  and 5.6%, respectively, over the  prior  year  as  a
result  of  the 5.5% January rate increase and improved freight  mix.
Excluding  the  benefit  of the higher-rated UPS  business  in  1997,
revenue per hundred weight increased 5.6% and 6.0% for the three  and
nine month periods, respectively.

      Salaries,  wages and benefits decreased 5.3% and 4.1%  for  the
three  and nine month periods, respectively, due primarily  to  lower
business   volumes   and   continued  cost  savings   from   workers'
compensation   claims  containment  programs.    Operating   expenses
decreased 2.6% and 1.8%, respectively, due to lower business volumes,
lower  fuel  costs  per  gallon and a higher  proportion  of  freight
transported  via  rail.   These savings were mostly  offset  by  $3.3
million  of  3rd  party expenses related to the Company's  Year  2000
project and an 8.6% increase in repair and maintenance expense on the
Company's  aging  fleet  during  the nine  month  period.   Purchased
transportation  increased 7.7% and 6.7% in the three and  nine  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 were 28.9% in the three month period and 27.6% in the nine
month  period.   The  increase  also  reflects  an  approximately  2%
increase in rail cost per mile for the nine month period as  well  as
costs  associated with the Company's growing PrimeTime  Air  Service.
The  combination of lower business volumes and increased use of  rail
services resulted in a 10.9% and 7.8% decrease in operating taxes and
licenses  in the three and nine month periods, respectively.   Claims
and  insurance decreased 15.7% and 16.3%, respectively, due to  lower
business  volumes and continued improved claims experience over  last
year.   Depreciation continues to decline year-over-year as  more  of
the of Company's fleet becomes fully depreciated.

      The above factors resulted in operating income of $17.4 million
in  the  three  months ended September 30, 1998 compared  with  $24.3
million  in  the  prior year.  Operating income for the  nine  months
ended  September  30, 1998 decreased $1.9 million  to  $47.7  million
while the operating ratio remained essentially flat.  As noted above,
the  prior  year periods benefited from higher-rated business  during
the two week work stoppage at UPS.

     Other expense, net for the three and nine month periods improved
$1.1 million and $2.6 million, respectively, over the prior year  due
to   increased   investment  income  on  the   Company's   short-term
investments.

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

     Management will continue to focus on enhancing yields.  In doing
so,  management announced a 5.5% rate increase effective  October  1,
1998 on  non-contractual accounts.  Management will also continue  to
emphasize  improving the freight mix by selling value-added  services
such  as  the  Company's  PrimeTime Air and  further  elimination  of
unprofitable  freight  from  the  system.   In  addition   to   yield
enhancement, management will focus on keeping expenses 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 expense recognized based on the
then  market  price of the stock. At September 30,  1998,  the  stock
price was below the pre-determined level required for vesting.


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  September 30, 1998, testing and  modification  of  IT
systems  is  approximately  40%  complete  while  testing  of  non-IT
embedded systems is approximately 25% complete. Year-to-date expenses
related  to  Year 2000 modifications total $4.4 million  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  will  be
capitalized.   As  of  September 30, 1998,  $10.0  million  has  been
capitalized and includes software and payroll costs as well as  costs
of  external consultants.  Management expects to spend an  additional
$33 million to convert its internal systems for Year 2000 compliance.
Of  this amount, it is expected that approximately $9 million will be
expensed  and  approximately $24 million will be capitalized.   These
estimates may be revised based upon the results of continued testing.
Management  expects  that  all  Year 2000  system  modifications  and
replacements will be funded with cash from operations.

      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 suppliers of products
and  services and is currently soliciting written responses  to  Year
2000 readiness questionnaires.  Management will formulate contingency
plans as necessary based upon the results of those questionnaires.

      Management anticipates having all of its internal systems  Year
2000  compliant  by  mid-1999.   However,  failure  to  convert   the
Company's on-line equipment and freight tracking system by  the  Year
2000  could  result in the inability to manage the flow of  equipment
and  freight  through the system efficiently, but would not  preclude
the  delivery of freight. Additionally, failure to convert  financial
systems  on  a  timely  basis could result  in  a  return  to  manual
processes resulting in delayed customer billings and vendor payments.
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 September 30, 1998, the Company had $123.7 million in cash
and  cash  equivalents.  Net cash flow from operations for  the  nine
months  ended  September 30, 1998 was $43.6 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  nine  months ended September 30, 1998  were  $16.4  million
compared   with  $19.3  million  in  the  same  period   last   year.
Management  expects  capital expenditures  to  be  approximately  $26
million  for the remainder of the year primarily for the purchase  of
replacement  trailers  and  additional  terminal  properties.  It  is
anticipated  that those expenditures will be funded  with  cash  from
operations.     Management   has   entered   into   operating   lease
arrangements under which approximately 540 new tractors will come  on
line  during the fourth quarter as replacements for older  equipment.
During  the quarter ended September 30, 1998, the Company repurchased
1,448,174  shares of its common stock for $12.6 million.   Management
is authorized to repurchase up to $25.0 million of common stock.

      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 September  30,
1998,  the Company had no short-term borrowings and $88.1 million  of
letters of credit outstanding.


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.

                     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 5.  Stockholder Proposals

     Pursuant to the Company's bylaws, stockholders who wish to bring
matters  to  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).


ITEM 6.  Exhibits and Reports on Form 8-K

       (a) Exhibits

            (27) Financial Data Schedule

       (b) Reports on Form 8-K

         On August 20, 1998 the Company filed a Form 8-K to announce
that its board of directors authorized the repurchase of up to $25
million  of the Company's common stock.



                             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)


November 12, 1998                         /s/David F. Morrison
                                          David F. Morrison
                                          Executive Vice President and
                                          Chief Financial Officer


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