EXHIBIT 10.2


              CONSOLIDATED FREIGHTWAYS CORPORATION
                 SENIOR EXECUTIVE INCENTIVE PLAN
                            FOR 2000



THE PLAN

In order to motivate certain employees of Consolidated
Freightways Corporation (CFC) more effectively and efficiently,
CFC establishes an Incentive Plan (Plan) under which payments
will be made to designated eligible senior executive personnel
out of calendar year 2000 Incentive Profits.


DESIGNATION OF PARTICIPANTS

Participants in this Plan shall be designated full-time executive
personnel of CFC.  A master list of all Plan participants will be
maintained in the office of the President of CFC.


ELIGIBILITY FOR PAYMENT

Participants will commence participation at the beginning of the
first full calendar quarter following becoming eligible.
Calendar quarters begin January 1, April 1, July 1, and October 1
or the first working day thereafter.  An employee who commences
participation in the 2000 Plan during the 2000 Plan year, and who
participates less than four full quarters, will receive a pro
rata payment based on the number of full calendar quarters of
Plan participation.

Subject to the following exceptions, no person shall receive any
payment under this Plan unless on the date that the payment is
actually made that person is then currently (i) employed by CFC
or any of its subsidiaries and (ii) a Plan participant.


     EXCEPTION 1.  A Plan participant who is employed by CFC
     through December 31, 2000 but leaves that employment or
     otherwise becomes ineligible after December 31, 2000 but
     before the final payment is made relating to 2000, unless
     terminated for cause, shall be entitled to receive payments
     under this Plan resulting from 2000 Incentive Profits.

     EXCEPTION 2.  An appropriate pro rata payment will be made
     (1) to a Plan participant who retires prior to December 31,
     2000 pursuant to the Consolidated Freightways Corporation
     Retirement Plan or to the provisions of the Social Security
     Act and who, at the time of retirement, was an eligible
     participant in this Plan, (2) to the heirs, legatees,
     administrators or executors of a Plan participant
     who dies prior to December 31, 2000 and who, at the time of
     death, was an eligible participant in this Plan, (3) to an
     eligible Plan participant who is placed on an approved
     Medical, Sabbatical, or Military Leave of Absence prior to
     December 31, 2000, or (4) to an eligible Plan participant
     who is transferred to another subsidiary of Consolidated
     Freightways Corporation and who remains an employee through
     December 31, 2000.


METHOD OF PAYMENT

Each Plan participant will be assigned an incentive participation
factor as a percent of Annual Salary.  Incentive will be earned
based on CFC pretax pre-incentive profit.

Incentive will be earned on a pro rata
basis for accomplishment between the Minimum level and the Factor
Profit Goal.

PERSONAL DATA SHEET

A "Personal Data Sheet" for calculation of incentive will be
prepared for each Plan participant which designates (1) the unit
to which the participant is assigned, (2) his assigned
participation, (3) the minimum level of profit achievement
required, (4) the Factor level of achievement for profit, and (5)
the incentive earnings at the Factor profit goal.


DATE OF PAYMENT

The President of CFC may authorize a partial payment of the
estimated annual earned incentive, in December, 2000.  The final
payment to eligible participants, less any previous partial
payment, will be made on or before March 15, 2000.


INCENTIVE PROFIT

Incentive Profit is defined as the pre-tax earnings of
Consolidated Freightways Corporation before deducting any amounts
expensed under this or any subsidiary incentive plan, before
deducting any amounts expensed under the restricted stock plan
and before deducting income taxes, but after deducting expenses
incurred from any bonus plan(s).




ANNUAL COMPENSATION

Annual Compensation for incentive purposes for each Plan
participant is his annualized salary before any incentive or
other special compensation as of the first pay period following
the date the participant becomes eligible to participate in this
Plan.


MAXIMUM PAYMENT

Payments under this Plan are not limited by each participant's
participation factor.


LAWS GOVERNING PAYMENTS

No payment shall be made under this Plan in an amount which is
prohibited by law.


AMENDMENT, SUSPENSION, AND ADMINISTRATION OF PLAN

The Board of Directors of CFC may at any time amend, suspend, or
terminate the operation of this Plan, by thirty-day written
notice to the Plan participants, and will have full discretion as
to the administration and interpretation of this Plan.  No
participant in this Plan shall at any time have any right to
receive any payment under this Plan until such time, if any, as
any payment is actually made.


DURATION OF PLAN

This Plan is for the calendar year 2000 only.