Exhibit 3.1













                                         CON-WAY INC.


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
















                                 CERTIFICATE OF INCORPORATION

                                  As Amended April 18, 2006






























                                CERTIFICATE OF INCORPORATION
                                            of
                                        CON-WAY INC.


                                  As Amended April 18, 2006

             FIRST.   The name of the corporation is CON-WAY INC.

             SECOND.   Its principal office in the State of Delaware is located
             at 1209 Orange Street, in the City of Wilmington, County of New
             Castle. The name and address of its resident agent is The
             Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
             19801.

             THIRD.   The nature of the business of the corporation and the
             objects or purposes to be transacted, promoted or carried on by it
             are hereinafter set forth in Section 3.2 of this ARTICLE THIRD:

             3.1   The following definitions shall apply to the following terms
                   as used in this ARTICLE THIRD:

             (a)   Transport Instrumentality:   Anything used or useful in or
             for transportation, including, without limiting the generality
             thereof,trucks, tractors, trailers, automobiles, vehicles,
             vessels, ships, boats, aircraft and other conveyances and
             equipment of any and all kinds;

             (b)   Evidence of Indebtedness:   Bonds, debentures, notes,
             coupons, mortgages, commercial paper and any other instrument
             evidencing indebtedness, however created, issued or granted and
             whether full paid or subject to further payment;

             (c)   Certificate of Interest:   Certificates of stock, script,
             interim receipts, participation certificates, voting trust
             certificates, subscription warrants, option warrants and any other
             instruments evidencing interest in shares, capital or other
             property,however created, issued or granted and whether full paid
             or subject to further payment;

             (d)   Entity:   Corporations, public, quasi-public or private, of
             any kind, wherever and however organized, as well as individuals,
             partnerships and firms, joint stock companies, associations,
             syndicates, trusts, trustees, governments, governmental
             subdivisions and municipalities.

             3.2   The nature of the business of the corporation and the
                   objects or purposes to be transacted, promoted or carried on
                   by it are:

             (a) To buy, lease, hire, exchange, and otherwise acquire, own or
             hold, deal in, sell, mortgage, or otherwise encumber and dispose
             of real property and any and all interests therein; to improve
             such real property and to engage in the business of owning,
             erecting, constructing, maintaining and managing buildings and
             other improvements of any kind and character.

             (b) To manufacture, buy, lease, hire, exchange, and otherwise
             acquire, own or hold, deal in, sell, mortgage or otherwise
             encumber and dispose of personal property of every kind and
             character and any and all interests therein.

             (c) To manufacture, buy, lease, hire, exchange, and otherwise
             acquire, own or hold, deal in, sell, mortgage or otherwise
             encumber and dispose of any Transport Instrumentality.

             (d) To manufacture, buy, exchange, barter and otherwise acquire,
             own, handle, prepare for market, trade, deal in, sell, exchange
             and otherwise dispose of goods, wares, merchandise, commodities,
             materials, and supplies of every kind, class and description.

             (e) To subscribe for or cause to be subscribed for, purchase,
             receive, or otherwise acquire, own or hold, mortgage, pledge,
             sell, assign, negotiate, deal in, exchange, transfer, or otherwise
             dispose of Certificates of Interest and Evidences of Indebtedness
             created, issued or granted by any Entity, and while the owner
             thereof to possess and to exercise in respect thereof all rights,
             powers and privileges of ownership, including the right to vote
             thereon or in respect thereof, and to do any acts or things
             designed to protect, preserve, or enhance the value of any
             thereof; to guarantee the payment of dividends on any Certificate
             of Interest of any Entity, and to become surety in respect to,
             endorse, or otherwise guarantee the payment of the principal of or
             interest on any Evidence of Indebtedness of any Entity; to become
             surety for or to guarantee the carrying out or performance of any
             and all contracts, leases and obligations of every kind of any
             Entity, and in particular, of any Entity the Certificates of
             Interest or Evidences of Indebtedness of which are at any time
             held by or for the corporation; and to do any acts or things
             designed to protect, preserve, improve, or enhance the value of
             any such Certificate of Interest or Evidence of Indebtedness.

             (f) To buy, lease, hire, exchange, and otherwise acquire, own or
             hold, deal in, sell, mortgage, or otherwise encumber or dispose of
             all or any part of the business, good will, rights to property and
             assets of every kind of any Entity.

             (g) To pay for any and all properties of the corporation in whole
             or in part with cash or other property or with Certificates of
             Interest or Evidences of Indebtedness of the corporation or
             otherwise.

             (h) To purchase, apply for, obtain, register, take on lease or
             otherwise acquire, hold, own, use, mortgage, pledge, sell, assign,
             lease, transfer, or otherwise dispose of, grant licenses in
             respect of, or otherwise turn to account letters patent, trade
             marks, trade names, copyrights, and similar rights and property
             however created, issued, or granted, or any interest therein, or
             rights thereunder, or any inventions, improvements, processes,
             licenses, formulas, or devices which may seem capable of being
             used for or in connection with any of the objects or purposes of
             the corporation.

             (i) To borrow or raise money for any of the objects or purposes of
             the corporation without limit as to amount; to issue from time to
             time Evidences of Indebtedness, secured or unsecured, of the
             corporation for money so borrowed, or in payment for property
             acquired, or for any of the other objects or purposes of the
             corporation, or in connection with its business, and to secure
             such Evidences of Indebtedness by mortgage, deed of trust, pledge
             or other lien upon, or assignment or agreement in respect of any
             or all the properties, assets, rights, licenses, privileges or
             franchises of the corporation, acquired or to be acquired, and to
             pledge, sell, or otherwise dispose of any or all such Evidences of
             Indebtedness of the corporation for its corporate purposes.

             (j) To participate in or in the formation of, or to organize any
             group or syndicate which shall acquire by purchase, subscription,
             or otherwise, or which shall underwrite the issue of or the offer
             to any class of security holders of any Certificates of Interest
             or Evidences of Indebtedness of any Entity.

             (k) To enter into a partnership (as general or special partner) or
             joint venture with any Entity.

             (l) To lend money with or without security therefor to any Entity;
             to promote, organize, incorporate, reorganize, finance, procure
             capital or credit for or assist financially or otherwise any
             Entity in any manner or by any method whatsoever, and to do any
             and all things necessary or convenient to carry any such purposes
             into effect.

             (m) To issue, own and hold, sell, transfer, reissue or cancel
             Evidences of Indebtedness or Certificates of Interest of the
             corporation in the manner and to the extent now or hereafter
             authorized or permitted by the laws of the State of Delaware.

             (n) To carry out all or any part of the foregoing objects and
             purposes as principal, agent, broker, factor, contractor, or
             otherwise, either alone or in conjunction with any Entity, and in
             any part of the world; and in carrying on its business, and for
             the purpose of attaining or furthering any of its objects or
             purposes, to make and perform such contracts of every kind and
             description, to do such acts and things and to exercise any and
             all such powers as a natural person could lawfully make, perform,
             do or exercise.

             (o) To carry on any or all of the operations or business of the
             corporation in any and all states, territories, possessions,
             colonies, and dependencies of the United States of America, in the
             District of Columbia, and in any or all foreign countries; to have
             one or more offices within and without the State of Delaware; to
             do any and all things necessary, suitable, convenient or proper
             for or in connection with or incidental to the accomplishment of
             any of the purposes or the attainment of any one or more of the
             objects herein enumerated or designed directly or indirectly to
             promote the interests of the corporation or to enhance the value
             of any of its properties; and in general, to do any and all things
             and exercise any and all powers which it may now or hereafter be
             lawful for the corporation to do or to exercise under the laws of
             the State of Delaware now or hereafter applicable to the
             corporation.

             Provided, however, that anything in the foregoing clauses to the
             contrary notwithstanding, the corporation shall not engage in the
             business of transportation of passengers or property for
             compensation in interstate or foreign commerce.

             3.3   The objects and purposes specified in the foregoing clauses
                   of Section 3.2 shall, except where otherwise expressed, be
                   in no wise limited or restricted by reference to or
                   inference from the objects and purposes specified in any
                   other clause in the Certificate of Incorporation, but the
                   objects and purposes specified in each of the foregoing
                   clauses of Section 3.2 shall be regarded as independent
                   objects and purposes.

             FOURTH.   A.   Number of Classes of Shares Authorized   The total
             number of shares of all classes of stock which the corporation
             shall have authority to issue is 105,000,000 shares, of which
             5,000,000 shares shall constitute Preferred Stock (the "Preferred
             Stock"), without par value, and 100,000,000 shares shall
             constitute Common Stock (the "Common Stock") having a par value of
             $.625 per share.

             B.   Reclassification of Outstanding Common Stock Each share of
             Common Stock (par value $1.25 per share) of the corporation issued
             and outstanding (including treasury shares) is hereby
             reclassified, changed into and shall be two (2) fully paid and
             non-assessable shares of Common Stock (par value $.625 per share)
             of the corporation.

             C.   Description of Classes of Stock The designations and the
             powers, preferences and rights of the Preferred Stock and of the
             Common Stock, and the qualifications, limitations or restrictions
             thereof, are as follows:

             1.   Preferred Stock to be Issued in Series

               Any of the shares of Preferred Stock may be issued from time to
             time in one or more series. Subject to the limitations and
             restrictions in this ARTICLE FOURTH set forth, the Board of
             Directors, by resolution or resolutions, is authorized to create
             or provide for any such series, and to fix the designations,
             preferences and relative, participating, optional or other special
             rights, and qualifications, limitations or restrictions thereof,
             including, without limitation, the authority to fix or alter the
             dividend rights, dividend rates, conversion rights, exchange
             rights, voting rights, rights and terms of redemption (including
             sinking and purchase fund provisions), the redemption price or
             prices, the dissolution preferences and the rights in respect to
             any distribution of assets of any wholly unissued series of
             Preferred Stock and the number of shares constituting any such
             series, and the designation thereof, or any of them and to
             increase or decrease the number of shares of any series so
             created, subsequent to the issue of that series but not below the
             number of shares of such series then outstanding. In case the
             number of shares of any series shall be so decreased, the shares
             constituting such decrease shall resume the status which they had
             prior to the adoption of the resolution originally fixing the
             number of shares of such series.

             2.   Provisions Applicable to All Series of Preferred Stock and to
                  the Common Stock

               (a) There shall be no limitation or restriction on any variation
             between any of the different series of Preferred Stock as to the
             designations, preferences and relative, participating, optional or
             other special rights, and the qualifications, limitations or
             restrictions thereof; and the several series of Preferred Stock
             may, except as hereinafter in this ARTICLE FOURTH otherwise
             expressly provided, vary in any and all respects as fixed and
             determined by the resolution or resolutions of the Board of
             Directors providing for the issuance of the various series;
             provided, however, that all shares ofany one series of Preferred
             Stock shall have the same designation, preferences and relative,
             participating, optional or other special rights and
             qualifications, limitations and restrictions.

             (b) No holder of Preferred Stock or of Common Stock shall be
             entitled as such, as a matter of right, to subscribe for or
             purchase any shares of Preferred Stock or Common Stock of the
             corporation, whether now or hereafter authorized, or securities
             convertible into, exchangeable for, or carrying the right to
             acquire, Preferred Stock or Common Stock of the corporation
             whether now or hereafter authorized.

             (c) The entire voting power and all voting rights, except as
             otherwise required by law, or as otherwise fixed by resolution or
             resolutions of the Board of Directors with respect to one or more
             series of Preferred Stock, shall be vested exclusively in the
             Common Stock. The amount of either the authorized Preferred Stock
             or Common Stock, or the amount of both such classes of stock, may
             be increased or decreased by the affirmative vote of the holders
             of a majority of the stock of the corporation entitled to vote.
             Each stockholder of the corporation who at the time possesses
             voting power for any purpose shall be entitled to one vote for
             each share of such stock standing in his name on the
             books of the corporation.

             FIFTH.   The minimum amount of capital with which the corporation
             will commence business is One Thousand Dollars ($1,000.00).

             SIXTH.   The names and places of residence of the incorporators
             are as follows:

             Names                              Residences

             H.K. Webb..........................Wilmington, Delaware
             S.E. Manuel........................Wilmington, Delaware
             A.D. Atwell........................Wilmington, Delaware


             SEVENTH.   The corporation is to have perpetual existence.

             EIGHTH.   The private property of the stockholders shall not be
             subject to the payment of corporate debts to any extent whatever.

             NINTH.   In furtherance and not in limitation of the powers
             conferred by statute, the Board of Directors is expressly
             authorized:

             (a) To make, alter or repeal the by-laws of the corporation.

             (b) To authorize and cause to be executed mortgages and liens upon
             the real and personal property of the corporation.

             (c) To set apart out of any of the funds of the corporation
             available for dividends a reserve or reserves for any proper
             purpose and to abolish any such reserve in the manner in which it
             was created.

             (d) By resolution passed by a majority of the whole Board, to
             designate one or more committees, each committee to consist of two
             or more of the directors of the corporation, which, to the extent
             provided in the resolution or in the by-laws of the corporation,
             shall have and may exercise the powers of the Board of Directors
             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. Such committee or committees shall
             have such name or names as may be stated in the by-laws of the
             corporation or as may be determined from time to time by
             resolution adopted by the Board of Directors.

             (e) When and as authorized by the affirmative vote of the holders
             of a majority of the stock issued and outstanding having voting
             power given at a stockholders' meeting duly called for that
             purpose, or when authorized by the written consent of the holders
             of a majority of the voting stock issued and outstanding, to sell,
             lease or exchange all of the property and assets of the
             corporation, including its good will and its corporate franchises,
             upon such terms and conditions and for such consideration, which
             may be in whole or in part shares of stock, and/or other
             securities of, any other corporation or corporations, as its Board
             of Directors shall deem expedient and for the best interests of
             the corporation.

             TENTH.   Whenever a compromise or arrangement is proposed between
             the corporation and its creditors or any class of them and/or
             between the corporation and its stockholders or any class of them,
             any court of equitable jurisdiction within the State of Delaware
             may, on the application in a summary way of the corporation or of
             any creditor or stockholder thereof, or on the application of any
             receiver or receivers appointed for the corporation under the
             provisions of section 291 of Title 8 of the Delaware Code or on
             the application of trustees in dissolution or of any receiver or
             receivers appointed for the corporation under the provisions of
             section 279 of Title 8 of the Delaware Code order a meeting of the
             creditors or class of creditors, and/or of the stockholders or
             class of stockholders of the corporation, as the case may be, to
             be summoned in such manner as the said court directs. If a
             majority in number representing three-fourths in value of the
             creditors or class of creditors, and/or of the stockholders or
             class of stockholders of the corporation, as the case may be,
             agree to any compromise or arrangement and to any reorganization
             of the corporation as consequence of such compromise or
             arrangement, the said compromise or arrangement and the said
             reorganization shall, if sanctioned by the court to which the said
             application has been made, be binding on all the creditors or
             class of creditors, and/or on all the stockholders or class of
             stockholders, of the corporation, as the case may be, and also on
             the corporation.

             ELEVENTH.   A.   Meetings of stockholders may be held outside the
             State of Delaware, if the by-laws so provide. The books of the
             corporation may be kept (subject to any provision contained in the
             statutes) outside the State of Delaware at such place or places as
             may be designated from time to time by the Board of Directors or
             in the by-laws of the corporation. Elections of directors need not
             be by ballot unless the by-laws of the corporation shall so
             provide.

             B.   The number of directors shall be determined by the Board of
             Directors or the stockholders, 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.

             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 this Certificate of Incorporation applicable thereto, and
             such directors so elected shall not be divided into classes
             pursuant to this Article unless expressly provided by such terms.

             Any amendment, change or repeal of this Article, or any other
             amendment to this Certificate of Incorporation that will have the
             effect of permitting circumvention of or modifying this paragraph
             B of ARTICLE ELEVENTH, 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.

             TWELFTH.   Notwithstanding anything in this Certificate of
             Incorporation to the contrary, any action required or permitted to
             be taken at a meeting of stockholders may be taken without a
             meeting only if 80 or more of the voting power of the stockholders
             entitled to vote thereon consent thereto in writing.

             Any amendment, change or repeal of this ARTICLE TWELFTH, or any
             other amendment to this Certificate of Incorporation that will
             have the effect of permitting circumvention or modifying this
             ARTICLE TWELFTH, 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.

             THIRTEENTH.   The corporation reserves the right to amend, alter,
             change or repeal any provision contained in this Certificate of
             Incorporation, in the manner now or hereafter prescribed by
             statute, and all rights conferred upon stockholders herein are
             granted subject to this reservation.

             FOURTEENTH.   To the fullest extent permitted by Delaware
             statutory or decisional law, as amended or interpreted, no
             director of the Corporation shall be personally liable to the
             Corporation or its shareholders for monetary damages for breach of
             fiduciary duty as a director. This Article Fourteenth does not
             affect the availability of equitable remedies for breach of
             fiduciary duties.

             We, THE UNDERSIGNED, being each of the incorporators hereinbefore
             named, for the purpose of forming a corporation pursuant to the
             General Corporation law of the State of Delaware, do make this
             certificate, hereby declaring and certifying that the facts herein
             stated are true, and accordingly have hereunto set our hands and
             seals this 12th day of August, A.D. 1958.

                                                                    H.K. WEBB
                                                                    (Seal)

                                                                    S.E. MANUEL
                                                                    (Seal)

                                                                    A.D. ATWELL
                                                                    (Seal)

             STATE OF DELAWARE

             COUNTY OF NEW CASTLE-ss:

             BE IT REMEMBERED that on this 12th day of August, A.D. 1958,
             personally came before me, a Notary Public for the State of
             Delaware, H.K. Webb, S.E. Manuel and A.D. Atwell, all of the
             parties to the foregoing Certificate of Incorporation, known to me
             personally to be such and severally acknowledged the said
             certificate to be the act and deed of the signers respectively and
             that the facts therein stated are truly set forth.

             GIVEN under my hand and seal of office the day and year aforesaid.

                                                              M. RUTH MANNERING

                                                                 Notary Public

             M. Ruth Mannering

             Notary Public

             Appointed Feb. 12, 1957

             State of Delaware

             Term Two Years