Exhibit 31(a)



            CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
                SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Douglas W. Stotlar, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of Con-way Inc.;

  2.  Based on my knowledge, this report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which
      such statements were made, not misleading with respect to the period
      covered by this report;

  3.  Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows
      of the registrant as of, and for, the periods presented in this report;

  4.  The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules 13a-
      15(f) and 15d-15(f)) for the registrant and have:

       a. designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known
          to us by others within those entities, particularly during the
          period in which this quarterly report is being prepared;

       b. designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally
          accepted accounting principles;

       c. evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about
          the effectiveness of the disclosure controls and procedures, as of
          the end of the period covered by this report based on such
          evaluation; and

       d. disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the registrant's
          fourth fiscal quarter in the case of an annual report) that has
          materially affected, or is reasonably likely to materially affect,
          the registrant's internal control over financial reporting; and

  5.  The registrant's other certifying officer and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

       a. all significant deficiencies and material weaknesses in the design
          or operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

       b. any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal control over financial reporting.



          August 7, 2006                      /s/  Douglas W. Stotlar
                                              ------------------------
                                              Douglas W. Stotlar
                                              Chief Executive Officer




                                                                Exhibit 31(b)



            CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Kevin C. Schick, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of Con-way Inc.;

  2. Based on my knowledge, this report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary to make
     the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered
     by this report;

  3. Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows
     of the registrant as of, and for, the periods presented in this report;

  4. The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
     control over financial reporting (as defined in Exchange Act Rules 13a-
     15(f) and 15d-15(f)) for the registrant and have:

       a. designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known
          to us by others within those entities, particularly during the
          period in which this quarterly report is being prepared;

       b. designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally
          accepted accounting principles;

       c. evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about
          the effectiveness of the disclosure controls and procedures, as of
          the end of the period covered by this report based on such
          evaluation; and

       d. disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the registrant's
          fourth fiscal quarter in the case of an annual report) that has
          materially affected, or is reasonably likely to materially affect,
          the registrant's internal control over financial reporting; and

  5. The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting,
     to the registrant's auditors and the audit committee of the registrant's
     board of directors (or persons performing the equivalent functions):

       a. all significant deficiencies and material weaknesses in the design
          or operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

       b. any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal control over financial reporting.



          August 7, 2006                      /s/  Kevin C. Schick
                                              ----------------------
                                              Kevin C. Schick
                                              Chief Financial Officer