Exhibit 3.2










                                        CON-WAY INC.


                          INCORPORATED IN DELAWARE AUGUST 13, 1958
                                UNDER THE CORPORATE NAME OF
                              CONSOLIDATED FREIGHTWAYS COMPANY















                                           BYLAWS


                                 As Amended April 18, 2006









                                        CON-WAY INC.
                                           BYLAWS
                                 As Amended April 18, 2006


                                        ARTICLE I
                                          OFFICES

             SECTION 1.    Registered   Office.  The  registered  office  of
           the Corporation in the State of  Delaware  shall  be  in  the  City
           of Wilmington, County of New Castle.

             SECTION 2.   Other  Offices.   The  Corporation  shall also have
           and maintain a principal office or place of business  at such place
           as may  be fixed by the Board of Directors, and may also  have
           other offices  at such other places both within and without the
           State of Delaware as the Board of Directors may from time to time
           determine or as the business of the Corporation may require.


                                        ARTICLE II
                                   STOCKHOLDERS' MEETINGS

             SECTION 1.   Place of Meetings.  Meetings of the stockholders of
           the Corporation  shall be held at such place, either within or
           without the State of Delaware,  as  may be designated from time to
           time by the Board of Directors or, if  not  so  designated,  then
           at the principal office of the Corporation.

             SECTION 2.    Annual   Meetings.    The   annual   meetings  of
           the stockholders  of  the Corporation for the purpose of  election
           of directors and for such  other business as may lawfully come
           before the meetings shall be held on a date and at a time designated
           from time  to  time by the Board  of  Directors.  No  business  may
           be transacted  at  an  annual  meeting  of  stockholders,  other
           than business that is either (a) specified in the notice of meeting
           (or any supplement thereto) given by or at the direction of the
           Board of  Directors  (or  any  duly  authorized  committee thereof),
           (b) otherwise properly brought before the annual  meeting by or at
           the direction  of  the  Board  of  Directors  (or any duly
           authorized committee thereof) or (c) otherwise properly  brought
           before the annual meeting by any stockholder of the Corporation (i)
           who is a stockholder  of  record  on  the  date of the giving of the
           notice provided for in this Section 2 and  on  the  record  date
           for the determination  of  stockholders  entitled  to  vote at such
           annual meeting and (ii) who complies with the notice procedures set
           forth in this Section 2.

             In addition to any other applicable requirement, for  business to
           be properly  brought  before  an  annual  meeting by a stockholder,
           such stockholder must have given timely notice  thereof  in  proper
           written form to the Secretary of the Corporation.

             To be timely, a stockholder's notice to the Secretary must be
           delivered to or mailed and received at the principal executive
           offices of the Corporation not less than ninety (90) days  nor more
           than one hundred twenty (120) days prior to the anniversary date of
           the immediately preceding annual meeting of stockholders;  provided,
           however, that in  the  event  that  the annual meeting is called for
           a date  that  is  not  within  thirty (30) days  before  or  after
           such anniversary date, notice by the stockholder in order to be
           timely must be so received not later than  the  close  of  business
           on  the tenth (10th) day following the day on which notice of the
           date of the annual meeting  was  mailed  or  public  disclosure of
           the date of the annual meeting was made, whichever first occurs.

             To be in proper written form, a stockholder's notice to the
           Secretary must set forth as to each matter such stockholder proposes
           to bring before this annual meeting (i) a brief description of the
           business desired to be brought before the annual meeting and the
           reasons for conducting such business at the annual meeting, (ii) the
           name and record address of such stockholder, (iii) the class or
           series and number of shares of capital stock of the Corporation
           which are owned beneficially or of record by such stockholder,
           (iv) a description of all arrangements or understandings between
           such stockholder and any other person or persons (including their
           names) in connection with the proposal of such business  by such
           stockholder and any material interest of such stockholder in
           business and (v) a representation that such stockholder intends to
           appear in person or by proxy at the annual meeting to bring such
           business before the meeting.

             Notwithstanding anything in the Bylaws to the contrary, no
           business shall be conducted at the annual meeting except in
           accordance with the procedures set forth in this Section 2.

             The Chairman of an annual meeting shall, if the facts warrant,
           determine and declare to the meeting that business was not
           properly brought before the meeting in accordance with the
           provisions of this Section 2, and if he should so determine, he
           shall so declare to the meeting and any such business shall not be
           transacted.

             SECTION 3.  Special Meetings.  Special Meetings. Special meetings
           of the stockholders of the Corporation may be called, for any
           purpose or purposes, by the Chief Executive Officer or the Board of
           Directors at any time.  Upon written request of any stockholder
           or stockholders holding in the aggregate a majority of the
           voting  power of all stockholders, the Secretary shall call a
           meeting of stockholders to be held not less than  thirty (30) and
           not  more than ninety (90) days after the receipt of the request, on
           such date  and at such time and place as may be designated by
           the Board of Directors.  If the Secretary,  within forty-five
           (45) days following  receipt of the request, shall neglect or
           refuse to call the meeting in accordance with the provisions of the
           preceding sentence, the stockholder or stockholders making the
           request may do so.

             SECTION 4.   Notice of Meetings. Except as otherwise provided by
           law or the Certificate of Incorporation, written notice of each
           meeting of stockholders shall be given not less than ten nor more
           than 50 days before the date of the meeting to each stockholder
           entitled to vote thereat, directed to his address as it appears upon
           the books of the Corporation; said notice to specify the
           place, date and hour and purpose or purposes of the meeting. When a
           meeting is adjourned to another time or place, notice need
           not be given of the adjourned meeting if the time and place thereof
           are announced at the meeting at which the adjournment is taken
           unless the adjournment is for more than thirty days, or unless
           after the adjournment a new record date is fixed for the adjourned
           meeting, in which event a notice of the adjourned  meeting
           shall be given to each stockholder of record entitled to vote
           at the meeting. Notice of the time, place and purpose of any meeting
           of stockholders may be waived in writing, either before or  after
           such meeting, and will be waived by any stockholder by  his
           attendance thereat in person or by proxy. Any stockholder so
           waiving notice of such meeting shall be bound by the proceedings
           of any such meeting in all respects as if due notice thereof had
           been given.

             SECTION 5.  Quorum.  At all meetings of stockholders, except where
           otherwise provided by statute or by the Certificate of
           Incorporation, or by the Bylaws, the presence, in person or by proxy
           duly authorized, of the holders of a majority of the outstanding
           shares of stock entitled to vote shall constitute a quorum for the
           transaction of business. Shares, the voting of which  at said
           meeting has been enjoined, or which for any reason cannot be
           lawfully voted at such meeting shall not be counted to determine a
           quorum at said meeting. In the absence  of a quorum any meeting of
           stockholders may be adjourned, from time to time,  by vote of the
           holders of a majority of the shares represented thereat, but no
           other business shall be transacted at such meeting. At such
           adjourned meeting at which a quorum is present or represented  any
           business  may be transacted which  might  have  been transacted at
           the original meeting. The stockholders present at a duly called or
           convened meeting, at which a quorum is present, may continue to
           transact business until adjournment, notwithstanding the withdrawal
           of  enough  stockholders  to leave  less  than  a  quorum.  Except
           as otherwise provided by law,  the  Certificate of Incorporation or
           these Bylaws, all action taken by the holders  of  a  majority of
           the voting power represented at any meeting at which a quorum is
           present shall be valid and binding upon the Corporation.

             SECTION 6.   Voting Rights.  Except as otherwise provided by law,
           only persons in whose names shares entitled to vote stand on the
           stock records of the Corporation  on  the  record  date  for
           determining the stockholders  entitled to vote at said meeting shall
           be entitled to vote at such meeting.  Shares standing in the
           names of two or more persons shall be voted or represented  in
           accordance with the determination of the majority of such persons,
           or, if only one of such persons is present in person or
           represented by proxy, such person shall have the right to vote such
           shares and such shares shall be deemed to be represented  for  the
           purpose of determining a quorum. Every person entitled to vote or
           execute consents shall have the right to do so either in person or
           by an agent or agents authorized by a written proxy executed by such
           person or his duly authorized agent, which proxy shall be filed with
           the Secretary of the Corporation at or before the meeting  at which
           it is to be used. Said proxy so appointed need not be a stockholder.
           No proxy shall be voted on after three years from its date unless
           the proxy provides for a longer period. List of Stockholders.

             SECTION 7.  List of Stockholders.  The officer who has charge of
           the stock ledger of  the  Corporation shall prepare and make, at
           least ten (10) days before every meeting of stockholders, a complete
           list of the stockholders  entitled  to   vote   at   said   meeting,
           arranged in alphabetical order, showing the address of and the
           number of shares registered in the name of each stockholder. Such
           list shall be open to the  examination  of  any  stockholder, for
           any purpose germane to the meeting, during ordinary business  hours,
           for a period of at least ten (10) days prior to the meeting, either
           at a place within the city where the meeting is to be held and which
           place shall be specified in the  notice  of  the meeting, or, if not
           specified, at the place where said meeting is to be held, and the
           list shall be produced and kept at the time and place of meeting
           during the whole time thereof, and may be inspected by any
           stockholder who is present.

             SECTION 8.   Action Without Meeting.  Whenever the vote of
           stockholders at a meeting thereof is required or permitted to be
           taken in connection with any corporate action by any provisions of
           the statutes or of the Certificate of Incorporation, the meeting and
           vote of stockholders may be dispensed with: (1) if all of the
           stockholders who would have been entitled to vote upon the action if
           such meeting were held shall consent in writing to such corporate
           action being taken;  or (2) if the Certificate of Incorporation
           authorizes the action to be  taken  with  the  written consent of
           the holders of less than all of the stock who would have  been
           entitled to vote upon the action if a meeting were held, then on
           the written consent of the stockholders having  not  less  than
           such percentage of the number of votes as may be authorized in
           the Certificate of Incorporation; provided that in no case shall the
           written  consent be by the holders of stock having less than the
           minimum percentage  of the vote required by statute for the proposed
           corporate action, and provided that prompt notice  must be given to
           all stockholders of the taking of corporate action without a
           meeting and by less than unanimous written consent.

             SECTION 9.   Rules of Conduct. The Board of Directors of the
           Company shall be entitled to make such rules or regulations for the
           conduct of meetings of stockholders  as  it  shall deem necessary,
           appropriate or convenient. Subject to such rules and  regulations
           of the Board of Directors,  if  any,  the chairman of the meeting
           shall have the right and authority to prescribe  such rules,
           regulations and procedures and to do all such acts as, in the
           judgment of such chairman, are necessary, appropriate  or convenient
           for the proper conduct of the meeting,  including,  without
           limitation, establishing an agenda or order of business for the
           meeting, rules and procedures for maintaining order at the meeting
           and the safety of those present, limitations on participation in
           such meeting to stockholders of record of the Corporation and  their
           duly authorized and constituted proxies, and such other persons as
           the chairman shall permit, restrictions on entry  to  the  meeting
           after the time  fixed  for  the  commencement thereof, limitations
           on the  time allotted to questions or comments by participants and
           regulation of the opening  and closing of the polls for balloting
           on matters which are to be voted  on by ballot. Unless, and to the
           extent, determined by the Board of Directors  or  the chairman
           of the meeting, meetings of shareholders shall not be required  to
           be  held  in  accordance  with  rules  of  parliamentary procedure.


                                        ARTICLE III
                                         DIRECTORS

             SECTION 1.    Powers.   The powers of the Corporation shall be
           exercised, its business conducted and its property controlled by the
           Board of Directors.

             SECTION 2.    Number,  Qualifications and Classification.  (a)  A
           majority of the directors holding office may by resolution increase
           or decrease the number  of  directors, provided, however, that the
           number thereof shall never be less  than  twelve  nor greater than
           fifteen. A director  need not be a stockholder. The directors shall
           be divided into three  classes,  designated  Class  I, Class II and
           Class III, as nearly equal in number as the then total number  of
           directors permits. At the 1985 annual meeting of stockholders, Class
           I directors shall be elected for a one-year term, Class II directors
           for a two-year term and Class III directors for a three-year term.
           At each succeeding annual meeting of stockholders beginning  in
           1986,  successors to the class of directors whose term expires at
           that annual meeting  shall be elected  for a three-year term. If the
           number of directors is changed, any increase  or decrease shall be
           apportioned among the classes so as to maintain the  number  of
           directors in each class as nearly equal as possible, and any
           additional directors of any class elected to fill a vacancy
           resulting from an increase in such class shall hold office for a
           term that shall coincide with  the remaining term of that class, but
           in no case will a decrease in the number of directors shorten the
           term of any incumbent director. A director shall hold office
           until the annual meeting for the year in which his term expires and
           until his successor shall be elected and shall qualify, subject,
           however, to prior death, resignation, retirement, disqualification
           or removal from office. Any vacancy on the Board of Directors,
           including  any  vacancy that  results  from  an  increase  in  the
           number of directors, may be filled by a majority of the Board of
           Directors  then  in  office, although less than a quorum, or  by  a
           sole  remaining  director. Any director elected to fill a vacancy
           shall have the same remaining term as that of his predecessor.

             (b)  Notwithstanding  the foregoing, whenever the holders of any
           one or more classes or series of Preferred Stock issued by the
           Corporation shall have the right, voting  separately  by class or
           series, to elect directors  at  an  annual  or  special  meeting of
           stockholders,  the election, term of office, filling of vacancies
           and  other features of such  directorships shall be governed by the
           terms of the  Certificate of Incorporation  applicable  thereto, and
           such directors so elected shall  not  be divided into classes
           pursuant to these Bylaws unless expressly provided by such terms.

             (c) Any amendment, change or repeal of this Section 2 of Article
           III, or any other amendment to these Bylaws  that will have the
           effect of permitting circumvention of or modifying this  Section 2
           of Article III, shall require the favorable vote, at a stockholders'
           meeting, of the holders of at least 80% of the then-outstanding
           shares of stock of the Corporation entitled to vote.

             SECTION 3.  [Intentionally Omitted.]

             SECTION 4.  Vacancies.  A vacancy in the Board of Directors shall
           be deemed to exist in the case of the death, resignation or removal
           of any director, or if the  number of directors constituting the
           whole Board  be  increased,  or  if the  stockholders,  at any
           meeting of stockholders at which directors  are  to be elected, fail
           to elect the number of directors then constituting the whole Board.

             SECTION 5.  Resignations.  Any director may resign at any time by
           delivering his written resignation to the Secretary, such
           resignation to  specify  whether  it will be effective at a
           particular time,  upon receipt by the Secretary or at the pleasure
           of the Board of Directors. If no such specification  is made, it
           shall be deemed effective at the pleasure of the Board of Directors.

             SECTION 6.  Meetings.  (a)  The  annual  meeting of the Board of
           Directors  shall be held at such time and place as the Board may
           determine. No notice of the annual meeting of the Board of Directors
           shall be necessary if such meeting is held immediately after the
           annual stockholders' meeting and at the place where such
           stockholders' meeting is held. If the annual meeting  of the Board
           of Directors is held on a different date, or at a different time  or
           place, notice of the  date,  time and place of such annual meeting
           of the  Board  of Directors shall be furnished to  each  director in
           accordance with the procedures of Article III, Section 6(c)  of
           these  Bylaws. The annual meeting of the Board of Directors shall be
           held for the  purpose  of electing officers  and transacting such
           other business as may lawfully come before it.

             (b) Regular meetings of the Board of Directors shall be held at
           such place within or without  the  State  of Delaware, and at such
           times as the Board may from time to time determine,  and  if  so
           determined no notice thereof need be given.

             (c) Special meetings may be called at any time and place within or
           without the State of Delaware upon the call of the Chief Executive
           Officer or Secretary or any two directors. Notice of the date, time,
           place and purposes of each special meeting, and notice of the date,
           time and place of each annual and regular meeting for  which notice
           is required to be given, shall be sent by mail at least seventy-two
           hours in advance of the time of the meeting, or by telegram at least
           forty-eight hours in advance of the time of the meeting, or by
           facsimile at least  twenty-four hours in advance of the time of the
           meeting, to the address or facsimile number (as applicable) of each
           director. Notice of any special  meeting may be waived in writing at
           any time before or after the meeting and will be waived by any
           director by attendance thereat.

             SECTION 7.  Quorum and Voting.  (a) A majority of the whole Board
           of Directors shall constitute a quorum for all purposes,  provided,
           however, at any meeting whether  a  quorum  be present or otherwise,
           a majority of the directors present may adjourn from time to time
           and place  to  place,  within  or  without  the State of Delaware,
           without notice other than by announcement at the meeting.

             (b) At each meeting of the Board at which a quorum is present all
           questions and business shall be determined by a vote of a majority
           of the directors present, unless a different vote be required by law
           or by the Certificate of Incorporation.

             SECTION 8.   Action Without Meeting.  Unless otherwise restricted
           by the Certificate  of Incorporation or these Bylaws, any action
           required or permitted to be  taken  at any meeting of the Board of
           Directors or of any committee thereof may  be  taken  without  a
           meeting,  if all members of the Board or of such committee, as the
           case may be, consent thereto  in  writing,  and such writing or
           writings are filed with the minutes of proceedings of the Board or
           committee.

             SECTION 9.  Fees and Compensation.   Directors shall not receive
           any stated salary for their services as directors,  but,  by
           resolution of the  Board,  compensation in a reasonable amount may
           be fixed by the Board, including,  without  limitation,
           compensation in the form of an annual  retainer, a fee for each
           Board or Board Committee  meeting attended, reimbursement  for
           expenses of attendance at any such meeting, or any combination of
           any of the foregoing. Nothing herein contained shall be construed to
           preclude any director from serving the Corporation in any other
           capacity as an officer, agent, employee, or otherwise, and receiving
           compensation therefor.

             SECTION 10.  Maximum Age of Directors.  Directors who have
           attained the age of 72 years shall be ineligible to stand for
           election or reelection as a director. Except as may otherwise be
           determined by the Board of Directors,  a  director  who has attained
           the age of 72 years whose  term  as a director continues beyond the
           annual  meeting  of shareholders next  following  attainment  of 72
           years shall retire and resign as a director at the first directors'
           meeting  following  such annual  meeting  of  shareholders.  Unless
           otherwise determined by the Board of Directors in accordance with
           the preceding sentence, for this purpose  such resignation will be
           automatic  and  need  not  meet  the requirements  for  resignation
           set forth in Section 5 of this Article III.

             SECTION 11.  Nominations of Persons for Election to the Board of
           Directors.  Only persons who are nominated in accordance with the
           following procedures set forth in these Bylaws shall be eligible for
           election as directors of the Corporation. Nominations of persons for
           election to the Board of Directors may be made at any annual meeting
           of stockholders (a) by or at the direction of the Board of Directors
           (or any duly authorized committee thereof) or (b) by any stockholder
           of the Corporation (i) who is a stockholder of record on the date of
           the giving of the notice provided for in this Section 11 and on the
           record date for the determination of stockholders entitled to vote
           and (II) who complies with the notice procedures set forth in this
           Section 11.

             In addition to any other applicable requirements, for a nomination
           to be made by a stockholder, such stockholder must have given timely
           notice thereof in proper written form to the Secretary of the
           Corporation.

             To  be timely, a stockholder's  notice to the  Secretary must be
           delivered to or mailed and received at the principal executive
           offices of the  Corporation  not  less than ninety (90) days nor
           more than one hundred twenty (120) days prior to the anniversary
           date  of  the immediately  preceding   annual  meeting  of
           stockholders;  provided, however, that in the event  that  the
           annual  meeting is called for a date  that  is  not  within  thirty
           (30) days before  or  after  such anniversary date, notice by the
           stockholder in order to be timely must be  so received not later
           than the close  of  business  on  the  tenth (10th) day following
           the day on which notice of the date of the annual meeting  was
           mailed  or  public  disclosure of the date of the annual meeting was
           made, whichever first occurs.

             To be in proper written form, a stockholder's notice to the
           Secretary must set forth (a) as to each person whom the stockholder
           proposes to nominate for election as a director (i) the name, age,
           business address and residence address of the person, (ii) the
           principal occupation or employment of the person, (iii) the class or
           series and number of shares of capital stock of the Corporation
           which are owned beneficially or of record  by  the person and (iv)
           any other information  relating  to  the person that would  be
           required to be disclosed in a proxy statement or other filings
           required to be made in connection with solicitations  of  proxies
           for  election of directors pursuant  to Section 14 of the Securities
           Exchange  Act  of  1934,  as amended  (the   "Exchange   Act"), and
           the  rules  and  regulations promulgated  thereunder;  and (b) as to
           the  stockholder  giving  the notice (i) the name and record address
           of such stockholder, (ii) the class  or  series  and  number  of
           shares  of capital  stock  of  the Corporation  which  are  owned
           beneficially  or  of  record  by  such stockholder, (iii) a
           description of all arrangements or understandings between  such
           stockholder  and each proposed nominee  and  any  other person  or
           persons (including  their  names)  pursuant  to  which  the
           nomination(s)   are   to   be   made  by  such  stockholder,  (iv) a
           representation that such stockholder intends to appear in person or
           by proxy  at the annual meeting to nominate the persons named in its
           notice and (v) any other information relating to such stockholder
           that would be  required  to  be  disclosed  in  a  proxy statement
           or other filings  required  to  be  made  in connection with
           solicitations  of proxies  for election of directors  pursuant  to
           Section  14  of  the Exchange Act  and  the  rules  and regulations
           promulgated thereunder. Such notice must be accompanied by a written
           consent of each proposed nominee  to  be named as a nominee and  to
           serve as a director if elected. The Corporation may require any
           proposed nominee to furnish any  other  information  that  may
           reasonably   be  required  by  the Corporation to determine the
           qualifications of such  proposed  nominee to serve as a director of
           the Corporation. No person shall be eligible for  election  as  a
           director of the Corporation unless nominated in accordance with the
           procedures set forth herein.  These  provisions shall not apply to
           nomination of any persons entitled to be separately elected by
           holders of Preferred Stock.

             The Chairman of the annual meeting shall, if the facts warrant,
           determine and declare to the meeting that a nomination was not made
           in accordance  with  the  foregoing  procedures,  and  if he should
           so determine,  he  shall  so  declare  to the meeting and  the
           defective nomination shall be disregarded.


                                        ARTICLE IV
                                  OFFICERS AND COMMITTEES

             SECTION 1.   Officers Designated.  The executive officers of the
           Corporation shall be chosen by the Board of Directors and shall be
           the Chairman  of  the  Board,  the  President,  one  or  more Vice
           Presidents, the Secretary, one or more Assistant Secretaries,  the
           Treasurer,  one  or  more  Assistant  Treasurers,  and  such other
           executive officers as the Board of Directors from time to time may
           designate.  The  Board  of  Directors  shall designate either  the
           Chairman  of  the Board or the President as  the  Chief  Executive
           Officer of the  Corporation.  The officer so designated shall have
           charge of the actual conduct and  operation of the business of the
           Corporation, subject to the control  and direction of the Board of
           Directors. The Chief Executive Officer  shall, with the consent of
           the  Board  of Directors, assign such additional  titles  to  Vice
           Presidents  as   he  shall  deem  appropriate  and  designate  the
           succession of officers  to  act  in  his  stead  in his absence or
           disability.  He may appoint additional Vice Presidents  who  shall
           not, however,  be  executive  officers. He shall assign all duties
           not  otherwise  specified by these  Bylaws  to  all  officers  and
           employees of the Corporation.

             SECTION 2.  Election, Qualification, Tenure of Office, and Duties
           of Executive Officers and Other Officers. (a) At the annual meeting
           of the  Board  of  Directors  following  their  election  by  the
           stockholders, the directors  shall elect all executive officers of
           the Corporation. Any one person  may hold any number of offices of
           the  Corporation  at any one time unless  specifically  prohibited
           therefrom by law. The  Chairman  of  the Board shall be a director
           but no other officer need be a director.

             (b) Each executive officer shall hold office from the date of his
           election either until the date of his voluntary resignation, or
           death, or until the next annual meeting of the Board of Directors
           and until a successor shall have been duly elected and qualified,
           whichever shall first  occur;  provided that any such officer may be
           removed by the Board of Directors whenever in its judgment the best
           interest of the Corporation will be served thereby, and the Board
           may elect another in the place and stead of the person so removed.

             (c) Chairman of the Board: The Chairman of the Board shall preside
           at all meetings of the stockholders, of the Board of Directors, and
           of the Executive Committee. He shall have the responsibility  of
           keeping the  directors  informed  on  all  policy matters, and shall
           have such other powers and perform such other duties as may be
           prescribed by the Board.

             (d) President:  The President shall, in the absence of the
           Chairman of the Board preside at all meetings of the stockholders,
           the Board of Directors and the Executive Committee. He  shall
           exercise  all of the powers  and discharge all of the other duties
           of the Chairman  of  the Board in  the  absence  of the Chairman of
           the Board. He shall perform such other duties as may be prescribed
           by the Chairman of the Board.

             (e) Vice Presidents: The  Vice Presidents shall have such duties
           and have such other powers as shall be prescribed by the Chief
           Executive Officer. Such Vice President as may be designated by the
           Board of Directors  or  the Chairman of the Board shall preside at
           all meetings of the stockholders.

             (f) Secretary: The Secretary shall record all the proceedings of
           the meetings of the Corporation and of the directors in a book or
           books kept for that purpose. He shall attend  to  the  giving and
           serving of all notices on behalf of the Corporation. He shall have
           the custody of the corporate seal and affix the same to such
           instruments as may be required.  He shall have such other powers and
           perform such other duties as may be prescribed by the Chief
           Executive Officer.

             (g) Assistant Secretaries: Assistant Secretaries shall assist the
           Secretary in the performance of his duties and any one of the
           Assistant  Secretaries  may perform all of the duties of the
           Secretary if at any time he shall be  unable to act. Assistant
           Secretaries shall have  such  other powers and perform  such  other
           duties  as  may  be prescribed by the Chief Executive Officer.

             (h) Treasurer:  The Treasurer shall have charge of the custody,
           control and disposition of all funds of the Corporation and shall
           account for same. He shall have such other powers and perform such
           other duties as may be prescribed by the Chief Executive Officer.

             (i)  Assistant Treasurers:  Assistant Treasurers shall assist the
           Treasurer in the performance of his duties and any one of the
           Assistant Treasurers may perform all of the duties of the Treasurer
           if at any time he shall be unable to act. Assistant Treasurers shall
           have such other powers  and  perform such other duties as may be
           prescribed by the Chief Executive Officer.

             SECTION 3.  Committees.   (a)  Executive  Committee.  The Board of
           Directors may, by resolution passed by a majority of the whole
           Board, appoint an Executive  Committee of not less than three
           members, all of whom shall be directors.  The  Executive Committee,
           if established and to the extent permitted by law,  shall  have and
           may exercise when the Board of Directors is not in session all
           powers  of  the Board in the management  of  the  business and
           affairs of the Corporation  and  may authorize the seal of  the
           Corporation  to  be  affixed to all papers which  may require it. It
           shall be the duty of the  Secretary  of the Corporation to  record
           the  minutes  of all actions of the Executive Committee.

             (b)  Other  Committees. The Board of Directors  may, by resolution
           passed by a majority of the whole Board, from time to time appoint
           such other committees as may be permitted  by law. The Chief
           Executive Officer may appoint such other committees as he finds
           necessary to the conduct of the Corporation's business. Such other
           committees appointed by the Board of Directors or the Chief
           Executive  Officer  shall have such powers and perform such duties
           as may be prescribed by the body or person appointing such
           committee.

             (c) Term; Number of Committee Members. The members of all
           committees of the Board of  Directors  shall  serve  a  term
           coexistent with that member's  remaining  term as a member of the
           Board  of  Directors,  or until such time as the Board of Directors
           shall replace that member on such  committee  or  ask  that  member
           to  accept  another  committee assignment in its stead.  The  Board,
           subject  to  the  provisions of subsection (a) and (b) of this
           Section 3, may at any time  increase or decrease  the  number  of
           members  of  a  committee  or terminate the existence  of  a
           committee;  provided,  that no committee,  while  it exists, shall
           consist of less than three members.  The membership of a committee
           member shall terminate on the date of his death or voluntary
           resignation, but the Board may at any time for any reason  remove
           any individual  committee  member  and  the  Board  may fill any
           committee vacancy  created  by death, resignation, removal or
           increase  in  the number  of members of  the  committee.  The  Board
           of  Directors  may designate one or more directors as alternate
           members of any committee, to replace  any  absent  or  disqualified
           member at any meeting of the committee. If the qualified members of
           a committee, in attendance at a committee meeting, believe that the
           absence or disqualification of one or more members of that committee
           seriously  impairs  the function of that  committee, such remaining
           qualified members, whether  or  not constituting a quorum, may by
           unanimous  action appoint another member of  the  Board  of
           Directors  to act as a committee  member  at  that meeting.

             (d) Notice of Committee Meetings. Notice of the date, time and
           place of each committee meeting shall  be  sent  to each committee
           member by mail at least seventy-two hours in advance of the time of
           the meeting,or by telegram at least forty-eight hours in  advance of
           the time of the meeting, or by facsimile at least twenty-four hours
           in advance  of the  time  of  the  meeting,  to  the  address or
           facsimile number (as applicable) of each committee member.


                                         ARTICLE V
                                       CAPITAL STOCK

             SECTION 1.   Form and Execution of Certificates.  Certificates for
           the shares of  stock  of  the Corporation shall be in such form as
           are  consistent  with  the  Certificate   of   Incorporation   and
           applicable  law. Every holder of stock in the Corporation shall be
           entitled to have  a  certificate  signed by, or in the name of the
           Corporation by, the Chairman of the  Board,  President or any Vice
           President  and  by  the  Treasurer or Assistant Treasurer  or  the
           Secretary or Assistant Secretary,  certifying the number of shares
           owned  by  him  in  the  Corporation. Where  such  certificate  is
           countersigned by a transfer  agent  other  than the Corporation or
           its employee, or by a registrar other than the  Corporation or its
           employee,  any  other  signature  on  the  certificate  may  be  a
           facsimile. In case any officer, transfer agent,  or  registrar who
           has  signed  or whose facsimile signature has been placed  upon  a
           certificate shall  have ceased to be such officer, transfer agent,
           or registrar before  such  certificate is issued, it may be issued
           by  the Corporation with the  same  effect  as  if  he  were  such
           officer, transfer agent, or registrar at the date of issue.

              SECTION 2.   Lost Certificates. The Board of Directors may direct
           a new certificate or certificates to  be  issued  in place of any
           certificate or certificates theretofore issued by the  Corporation
           alleged  to  have  been lost or destroyed, upon the making  of  an
           affidavit of that fact  by  the person claiming the certificate of
           stock to be lost or destroyed.  When  authorizing  such issue of a
           new  certificate or certificates, the Board of Directors  may,  in
           its discretion  and  as  a  condition  precedent  to  the issuance
           thereof,  require  the owner of such lost or destroyed certificate
           or certificates, or  his  legal  representative,  to advertise the
           same  in  such  manner  as  it shall require and/ or to  give  the
           Corporation a bond in such sum  as  it  may  direct  as  indemnity
           against  any  claim that may be made against the Corporation  with
           respect to the certificate alleged to have been lost or destroyed.

             SECTION 3.  Transfers.  Transfers of record of shares of the
           capital stock of the Corporation shall be made upon its books
           by the holders thereof, in person or by attorney duly authorized,
           and upon the surrender of a  certificate  or  certificates  for a
           like number  of  shares, properly endorsed or accompanied by a
           properly endorsed stock power.

             SECTION 4.  Fixing Record Dates. In order that the Corporation may
           determine the stockholders entitled to notice of or to vote at any
           meeting of stockholders  or any adjournment thereof, or to express
           consent to corporate action  in  writing  without  a  meeting,  or
           entitled  to receive payment of any dividend or other distribution
           or allotment  of any rights, or entitled to exercise any rights in
           respect of any  change, conversion or exchange of stock or for the
           purpose of any other  lawful  action,  the  Board of Directors may
           fix, in advance, a record date, which shall not be more than sixty
           nor less than ten days before the date of such  meeting,  nor more
           than  sixty  days prior to any other action. If no record date  is
           fixed: (1) the  record  date for determining stockholders entitled
           to notice of or to vote at  a  meeting of stockholders shall be at
           the close of business on the day  next  preceding the day on which
           notice is given, or, if notice is waived, at the close of business
           on the day next preceding the day on which  the  meeting  is held;
           and (2) the record date for determining stockholders for any other
           purpose shall be at the close of business on the day on which  the
           Board  of  Directors  adopts  the  resolution  relating thereto. A
           determination of stockholders of record entitled  to  notice of or
           to   vote  at  a  meeting  of  stockholders  shall  apply  to  any
           adjournment  of  the meeting; provided, however, that the Board of
           Directors may fix a new record date for the adjourned meeting.

             SECTION 5.   Registered Stockholders.  The Corporation shall be
           entitled to  recognize  the exclusive right of a person registered
           on its books as the owner  of  shares to receive dividends, and to
           vote  as  such owner, and shall not  be  bound  to  recognize  any
           equitable or other claim to or interest in such share or shares on
           the part of any other person, whether or not it shall have express
           or other notice  thereof, except as otherwise provided by the laws
           of Delaware.


                                        ARTICLE VI
                            OTHER SECURITIES OF THE CORPORATION


             All  bonds,  debentures and other corporate securities of the
           Corporation, other than stock  certificates,  may  be  signed by the
           Chairman of the Board, the President or any Vice President, or such
           other person as may be authorized by the Board of Directors, and the
           corporate seal impressed thereon or a facsimile of such seal
           imprinted thereon and attested by the signature of the Secretary or
           an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
           or such other person  as  may be authorized by the  Board  of
           Directors;  provided, however, that  where  any  such  bond,
           debenture  or  other corporate security  shall  be  authenticated by
           a  trustee  under an indenture pursuant  to which such bond,
           debenture or other corporate  securities shall be issued,  the
           signatures of the persons signing and attesting the corporate seal
           on such bond, debenture or other corporate security may be the
           imprinted facsimile  of  the  signatures  of  such persons. Interest
           coupons  appertaining to any such bond, debenture  or  other
           corporate security,  authenticated by a trustee as aforesaid, shall
           be signed by the Treasurer  or an Assistant Treasurer of the
           Corporation, or such other person as may be authorized by the Board
           of Directors, or bear imprinted thereon the facsimile signature of
           such person. In case any person who shall have signed or attested
           any bond, debenture or other corporate security, or whose facsimile
           signature shall appear thereon or on any such interest coupon, shall
           have ceased to be an officer before the bond,  debenture  or  other
           corporate security so signed or attested shall have been delivered,
           such bond, debenture or other corporate security nevertheless may be
           adopted by the Corporation  and  issued and delivered as though the
           person who signed the same or whose facsimile signature shall have
           been used thereon had not ceased to be such officer of the
           Corporation.


                                        ARTICLE VII
                            SECURITIES OWNED BY THE CORPORATION


             Power to Vote. Unless otherwise ordered by the Board of Directors,
           the Chief Executive Officer, or any officer designated in writing by
           the Chief Executive Officer, shall have full power and authority in
           the name and on behalf of the Corporation, to vote and to act either
           in  person  or  by  proxy  at any meeting of the holders of stock or
           securities in any corporation upon and in respect of any securities
           therein which the Corporation may hold, and shall  possess  and  may
           exercise in the name of the Corporation any and all rights and
           powers incident to the ownership of such stock or securities which,
           as the owner  thereof,  the Corporation  shall possess and might
           exercise including the right to give written consents in respect to
           action taken  or to be taken. The Board of Directors may from time
           to time confer like powers upon any other person or persons.



                                        ARTICLE VIII
                                      CORPORATE SEAL


             The corporate seal  shall  consist of a die bearing the
           inscription, "Con-way Inc."-Corporate Seal- Delaware."


                                        ARTICLE IX
                                        AMENDMENTS


             These Bylaws may be repealed, altered or amended or new Bylaws
           adopted by written consent of stockholders in the manner authorized
           by Section  8 of Article II or at any meeting of the stockholders,
           either annual or  special, by the affirmative vote of a majority of
           the stock entitled to vote at  such meeting. The Board of Directors
           shall also have the authority to repeal, alter or amend these Bylaws
           or adopt new Bylaws by unanimous written  consent  or  by the
           affirmative vote of a majority of the whole Board at any annual,
           regular, or special meeting subject to the power of the stockholders
           to  change  or  repeal  such Bylaws.


                                         ARTICLE X
                                       MISCELLANEOUS

             SECTION 1.  Definitions.  As used in these Bylaws and wherever the
           context   shall  require, the word "person" shall include
           associations,   partnerships   and   corporations   as   well   as
           individuals;  words  in  the  masculine  gender  shall include the
           feminine and associations, partnerships and corporations; words in
           the singular shall include the plural and words in  the plural may
           mean only the singular, and words "additional compensation"  shall
           mean  and  include all bonus, profit sharing, retirement, deferred
           compensation,  and  all  other  additional  compensation  plans or
           arrangements affecting persons individually or as a group.

             SECTION 2.   Notices.   Whenever,  under any provisions of these
           Bylaws,  notice  is  required  to be given to any stockholder, the
           same shall be given in writing,  timely  and duly deposited in the
           United  States Mail, postage prepaid, and addressed  to  his  last
           known post  office  address  as  shown  by the stock record of the
           Corporation or its transfer agent. Any notice required to be given
           to any director may be given by the method  hereinabove stated, by
           personal delivery, or by telegram, except that  such notice, other
           than  one  which is delivered personally, shall be  sent  to  such
           address as such  director  shall  have  filed  in writing with the
           Secretary of the Corporation, or, in the absence  of  such filing,
           to  the  last  known post office address of such director.  If  no
           address of a stockholder  or director be known, such notice may be
           sent to the principal office  of  the Corporation. An affidavit of
           mailing, executed by a duly authorized  and  competent employee of
           the Corporation or its transfer agent appointed  with  respect  to
           the  class  of  stock affected, specifying the name and address or
           the  names  and addresses  of  the  stockholder  or  stockholders,
           director or directors,  to  whom any such notice or notices was or
           were given, and the time and  method  of giving the same, shall be
           conclusive  evidence  of  the  statements therein  contained.  All
           notices given by mail, as above  provided, shall be deemed to have
           been given as at the time of mailing  and  all  notices  given  by
           telegram shall be deemed to have been given as at the sending time
           recorded  by the telegraph company transmitting the same. It shall
           not be necessary  that  the  same  method of giving be employed in
           respect  of  all  directors,  but one permissible  method  may  be
           employed in respect of any one  or more, and any other permissible
           method or methods may be employed  in  respect  of  any  other  or
           others.

             The period or limitation of time within which any stockholder may
           exercise any option or right, or enjoy any privilege or benefit, or
           be required to act, or  within which any directors may exercise any
           power or right, or enjoy any  privilege,  pursuant to any notice
           sent him in the manner above provided, shall not  be  affected  or
           extended in any manner by the failure of such stockholder or such
           director  to receive such  notice.  Whenever  any notice is required
           to be given under the provisions of the statutes  or of the
           Certificate of Incorporation, or of these Bylaws, a waiver thereof
           in  writing signed by the person or persons entitled to said notice,
           whether  before  or after the time stated therein, shall be deemed
           equivalent thereto. Whenever notice is required to be given, under
           any provision of law or of the Certificate of Incorporation or
           Bylaws of the Corporation, to any person with whom communication
           is  unlawful,  the giving of such notice to such person shall not be
           required and there  shall  be  no  duty  to  apply to any
           governmental authority or agency for a license or permit to  give
           such notice  to such person. Any action or meeting which shall be
           taken  or held without  notice  to  any  such  person with whom
           communication is unlawful shall have the same force and  effect  as
           if such notice had been duly given. In the event that the action
           taken by the Corporation is such as to require the filing of a
           certificate under  any provision of the Delaware General Corporation
           Law, the certificate shall  state,if  such  is the fact and if
           notice is required, that notice was given to all persons  entitled
           to  receive  notice except such persons with whom communication is
           unlawful.

             SECTION 3.  Indemnification of Officers, Directors, Employees and
           Agents.   (a) Right to Indemnification. Each person who was or is
           made a party or  is  threatened to be made a party to or is involved
           in any threatened, pending, or completed action, suit, or
           proceeding, whether civil,  criminal,  administrative,  or
           investigative  (hereinafter a "Proceeding"),  by  reason of the fact
           that he, or a person of whom he is the legal representative,  is or
           was a director, officer, employee, or agent of the Corporation or is
           or was serving at the request of the Corporation as a director,
           officer,  employee,  or  agent  of  another corporation  or  of  a
           partnership,  joint  venture,  trust, or other enterprise, including
           service with respect to employee benefit  plans,whether  the  basis
           of the Proceeding is alleged action in an official capacity as a
           director,  officer,  employee,  or agent or in any other capacity
           while serving as a director, officer,  employee,  or  agent, shall
           be indemnified  and  held  harmless  by  the  Corporation to the
           fullest extent authorized by the Delaware General Corporation  Law,
           as the  same exists or may hereafter be amended (but, in the case of
           any such amendment,  only  to  the  extent that such amendment
           permits the Corporation  to  provide  broader  indemnification
           rights  than  were permitted prior to amendment) against  all
           expenses,  liability,  and loss  (including attorneys' fees,
           judgments, fines, ERISA excise taxes or penalties, and amounts paid
           or to be paid in settlement) reasonably incurred or suffered by such
           person in connection therewith; provided, however,  that  except as
           to actions to enforce indemnification rights pursuant to paragraph
           (c)  of  this  Section,  the  Corporation shall indemnify any such
           person seeking indemnification in connection with a Proceeding  (or
           part thereof) initiated by such person  only  if  the Proceeding (or
           part  thereof) was authorized by the Board of Directors of the
           Corporation. The  right  to  indemnification  conferred in this
           Article shall be a contract right for the benefit of the
           Corporation's directors, officers, employees, and agents.

             (b)  Authority to Advance Expenses.  Expenses incurred (including
           attorneys' fees) by an  officer or director (acting in his capacity
           as such) in defending a Proceeding  shall  be  paid by the
           Corporation in advance  of  the  final  disposition  of  such
           Proceeding,  provided, however, that if required by the Delaware
           General  Corporation Law, as amended,  such  expenses shall be
           advanced only upon delivery  to  the Corporation of an  undertaking
           by  or  on  behalf of such director or officer to repay such amount
           if it shall ultimately be determined that he is not entitled to be
           indemnified by the Corporation  as authorized in  this  Article  or
           otherwise.  Such  expenses  incurred  by  other employees or agents
           of  the  Corporation  (or  by  the directors or officers not acting
           in their capacity as such, including  service with respect to
           employee benefit plans) may be advanced upon such terms and
           conditions as the Board of Directors deems appropriate.

             (c) Right of Claimant to Bring Suit. If a claim under paragraph
           (a) or (b) of this Section is not paid in full by the Corporation
           within sixty days after a written claim has been received by the
           Corporation, the claimant  may  at  any  time  thereafter  bring
           suit  against the Corporation  to  recover  the  unpaid  amount  of
           the  claim  and, if successful  in whole or in part, the claimant
           shall be entitled to be paid also the expense (including attorneys'
           fees) of prosecuting such claim. It shall  be a defense to any such
           action (other than an action brought to enforce  a  claim  for
           expenses  incurred  in  defending a Proceeding  in advance  of its
           final disposition where the required undertaking has been tendered
           to the  Corporation)  that  the claimant has  not  met the standards
           of conduct that make it permissible  under the Delaware  General
           Corporation Law for the Corporation to indemnify the claimant for
           the  amount  claimed.  The  burden of proving such a defense  shall
           be  on  the Corporation. Neither the  failure of the Corporation
           (including its  Board  of  Directors,  independent legal counsel, or
           its  stockholders)  to  have made a determination prior to the
           commencement of such action that  indemnification  of the claimant
           is  proper  under the circumstances because he has met the
           applicable standard of conduct set forth in the Delaware General
           Corporation Law, nor an actual determination by the Corporation
           (including its Board of Directors, independent  legal  counsel,  or
           its stockholders) that the claimant had not met such applicable
           standard  of  conduct, shall be a
           defense to the action or create a presumption that claimant has not
           met the applicable standard of conduct.

             (d) Provisions Nonexclusive. The rights conferred on any person by
           this Section shall not be exclusive of any other rights that such
           person may have or hereafter acquire under any statute, provision of
           the  Certificate of Incorporation, Bylaw, agreement, vote of
           stockholders or disinterested directors or otherwise, both as to
           action in his official capacity and as to action in another capacity
           while holding such office.

             (e) Authority to Insure. The Corporation may purchase and maintain
           insurance to protect itself and any person who is or was a director,
           officer, employee, or agent of the Corporation, or is or was serving
           at the request of the Corporation as a director, officer, employee,
           or agent of another corporation, partnership, joint venture, trust,
           or other enterprise  against  any  liability,  expense,  or loss
           asserted against  or  incurred  by such person, whether or not the
           Corporation would have the power to indemnify him against such
           liability, expense, or loss under applicable law or the provisions
           of this Article.

             (f) Survival of Rights. The rights provided by this Section shall
           continue as to a person who has ceased to be a director, officer,
           employee,  or agent and shall inure to  the benefit of the heirs,
           executors, and administrators of such a person.

             (g) Effect of Amendment. Any amendment, repeal, or modification of
           this Section shall not (a) adversely affect any right or protection
           of any director, officer, employee, or agent existing at the time of
           such amendment,   repeal,   or   modification,   or   (b)   apply
           to  the indemnification  of  any  such  person for liability,
           expense, or loss stemming from actions or omissions  occurring prior
           to such amendment, repeal, or modification.