Exhibit 3.2





                                CON-WAY INC.


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















                                   BYLAWS


                           As Amended May 19, 2009




1




                                CON-WAY INC.
                                   BYLAWS
                           As Amended May 19, 2009


                                 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  seven  nor  greater than eleven. A director  need  not  be  a
stockholder. The Board of Directors  shall  not be classified. From and after
the 2009 annual meeting of stockholders, the  directors  shall  be elected at
each annual meeting of stockholders for a one-year term expiring  at the next
annual  meeting  of  stockholders;  provided  that  the  term of any director
elected prior to the 2009 annual meeting of stockholders shall be unaffected.
A  director shall hold office until the next annual meeting  of  stockholders
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 hold office until the next annual meeting of stockholders.

  (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.

  (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.  Stock Certificates and Uncertificated Shares.   The  shares  of
    stock  of  the  Corporation  may be represented by certificates or may be
    uncertificated.   Each  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  any 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 any such 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.  Absent a specific
    request  for  such a certificate by the registered  owner  or  transferee
    thereof, all shares  may  be  uncertificated  upon  the original issuance
    thereof   by  the  Corporation  or  upon  surrender  of  the  certificate
    representing such shares to the Corporation or its transfer agent.

  SECTION 2.   Lost   Certificates.    The  Board  of  Directors  may  direct
    uncertificated shares or, if requested  by  the  registered  owner, 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 uncertificated shares or 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 either the surrender
    of a certificate or certificates for a like number  of  shares,  properly
    endorsed  or  accompanied  by  a  properly  endorsed stock power, or upon
    presentation of proper transfer instructions from the holder of record of
    uncertificated shares.

  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.