UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 10-Q


           X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          ___           SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2009

                                     OR

          ___TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

             For the transition period from   N/A   to   N/A
                                             -----      -----


                        COMMISSION FILE NUMBER 1-5046

                                Con-way Inc.

                    Incorporated in the State of Delaware
                I.R.S. Employer Identification No. 94-1444798

         2855 Campus Drive, Suite 300, San Mateo, California  94403
                       Telephone Number (650) 378-5200

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes  X     No
    ---      ---

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(*232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes       No
    ---      ---

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.

Large accelerated filer  X      Accelerated filer
                        ---                       ---
Non-accelerated filer           Smaller reporting company
                        ---                               ---

Indicate  by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes     No  X
    --     ---


             Number of shares of Common Stock, $.625 par value,
                outstanding as of April 30, 2009:  46,306,136






                                CON-WAY INC.
                                  FORM 10-Q
                       Quarter Ended March 31, 2009

_______________________________________________________________________________
_______________________________________________________________________________

                                    INDEX



PART I. FINANCIAL INFORMATION                                        Page

  Item 1. Financial Statements

           Consolidated Balance Sheets -
             March 31, 2009 and December 31, 2008                       3

           Statements of Consolidated Operations -
             Three Months Ended March 31, 2009 and 2008                 5

           Statements of Consolidated Cash Flows -
             Three Months Ended March 31, 2009 and 2008                 6

           Notes to Consolidated Financial Statements                   7

  Item 2.  Management's  Discussion  and  Analysis  of
             Financial Condition and Results of Operations              19

  Item 3.  Quantitative and Qualitative Disclosures about
             Market Risk                                                30

  Item 4.  Controls and Procedures                                      32


PART II. OTHER INFORMATION

  Item 1.  Legal Proceedings                                            33

  Item 1A. Risk Factors                                                 33

  Item 6.  Exhibits                                                     34

  Signatures                                                            35





                       PART I. FINANCIAL INFORMATION



 ITEM 1.  FINANCIAL STATEMENTS


                               CON-WAY INC.
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)



                                                     March 31,   December 31,
ASSETS                                                 2009          2008
-------                                            ------------  ------------
                                                    (Unaudited)
Current Assets
  Cash and cash equivalents                        $   325,220   $   278,253
  Trade accounts receivable, net                       476,347       516,910
  Other accounts receivable                             47,491        51,576
  Operating supplies, at lower of
    average cost or market                              21,635        24,102
  Prepaid expenses and other assets                     56,069        42,278
  Deferred income taxes                                 36,484        37,963
                                                   ------------  ------------
     Total Current Assets                              963,246       951,082
                                                   ------------  ------------


Property, Plant and Equipment
  Land                                                 195,289       194,330
  Buildings and leasehold improvements                 804,583       803,511
  Revenue equipment                                  1,357,391     1,350,514
  Other equipment                                      293,331       292,761
                                                   ------------  ------------
                                                     2,650,594     2,641,116
  Accumulated depreciation and amortization         (1,205,520)   (1,169,160)
                                                   ------------  ------------
     Net Property, Plant and Equipment               1,445,074     1,471,956
                                                   ------------  ------------

Other Assets
  Deferred charges and other assets                     41,663        43,012
  Capitalized software, net                             28,414        29,345
  Marketable securities                                  5,912         6,712
  Intangible assets, net                                26,056        27,336
  Goodwill                                             353,009       487,956
  Deferred income taxes                                 54,197        54,308
                                                   ------------  ------------
                                                       509,251       648,669
                                                   ------------  ------------
Total Assets
                                                   $ 2,917,571   $ 3,071,707
                                                   ============  ============


     The accompanying notes are an integral part of these statements.




                                 CON-WAY INC.
                         CONSOLIDATED BALANCE SHEETS
               (Dollars in thousands except per share amounts)



                                                     March 31,   December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                   2009          2008
-------------------------------------              ------------  ------------
                                                    (Unaudited)
Current Liabilities
  Accounts payable                                 $   273,930   $   273,784
  Accrued liabilities                                  271,305       258,350
  Self-insurance accruals                               92,430        94,663
  Short-term borrowings                                  7,051         7,480
  Current maturities of long-term debt                   1,100        23,800
                                                   ------------  ------------
     Total Current Liabilities                         645,816       658,077

Long-Term Liabilities
  Long-term debt and guarantees                        924,750       926,224
  Self-insurance accruals                              150,134       152,435
  Employee benefits                                    660,273       659,508
  Other liabilities and deferred credits                46,791        49,871
                                                   ------------  ------------
     Total Liabilities                               2,427,764     2,446,115
                                                   ------------  ------------

Commitments and Contingencies (Note 11)

Shareholders' Equity
  Preferred stock, no par value; authorized
   5,000,000 shares:  Series B, 8.5% cumulative,
    convertible, $.01 stated value; designated
     1,100,000 shares; issued 509,087 and
      523,911 shares, respectively                           5             5
  Additional paid-in capital, preferred stock           77,427        79,681
  Deferred compensation, defined
    contribution retirement plan                        (1,533)      (10,435)
                                                   ------------  ------------
       Total Preferred Shareholders' Equity             75,899        69,251
                                                   ------------  ------------
  Common stock, $.625 par value; authorized
    100,000,000 shares; issued 62,378,782 and
     62,379,868 shares, respectively                    38,867        38,851
  Additional paid-in capital, common stock             579,658       584,229
  Retained earnings                                    862,347     1,020,930
  Cost of repurchased common stock
   (16,129,802 and 16,522,563 shares,
    respectively)                                     (696,307)     (713,095)
                                                   ------------  ------------
       Total Common Shareholders' Equity               784,565       930,915
                                                   ------------  ------------
  Accumulated Other Comprehensive Income (Loss)       (370,657)     (374,574)
                                                   ------------  ------------
       Total Shareholders' Equity                      489,807       625,592
                                                   ------------  ------------
          Total Liabilities and
           Shareholders' Equity                    $ 2,917,571   $ 3,071,707
                                                   ============  ============


     The accompanying notes are an integral part of these statements.



                                CON-WAY INC.
                    STATEMENTS OF CONSOLIDATED OPERATIONS
                                 (Unaudited)
               (Dollars in thousands except per share amounts)



                                                       Three Months Ended
                                                           March 31,
                                                   --------------------------
                                                       2009          2008
                                                   ------------  ------------
Revenues                                           $   962,932   $ 1,201,581

Costs and Expenses
  Salaries, wages and other employee benefits          472,369       514,254
  Purchased transportation                             213,541       266,073
  Fuel and fuel-related taxes                           73,812       134,058
  Other operating expenses                              98,589       105,286
  Depreciation and amortization                         50,104        51,227
  Maintenance                                           31,148        35,254
  Rents and leases                                      23,496        23,401
  Purchased labor                                       15,372        18,020
  Loss from impairment of goodwill                     134,813            --
                                                   ------------  ------------
                                                     1,113,244     1,147,573
                                                   ------------  ------------
Operating Income (Loss)                               (150,312)       54,008
                                                   ------------  ------------

Other Income (Expense)
  Investment income                                        783         1,557
  Interest expense                                     (15,619)      (16,439)
  Miscellaneous, net                                      (677)          673
                                                   ------------  ------------
                                                       (15,513)      (14,209)
                                                   ------------  ------------
Income (Loss) before Income
  Tax Provision (Benefit)                             (165,825)       39,799
    Income Tax Provision (Benefit)                     (13,476)       15,687
                                                   ------------  ------------
Net Income (Loss)                                     (152,349)       24,112
  Preferred Stock Dividends                              1,617         1,656
                                                   ------------  ------------
Net Income (Loss) Applicable to
  Common Shareholders                              $  (153,966)  $    22,456
                                                   ============  ============

Weighted-Average Common Shares Outstanding
       Basic                                        45,962,858    45,230,686
       Diluted                                      45,962,858    48,146,091

Earnings (Loss) per Common Share
   Basic
     Net Income (Loss) Applicable to
      Common Shareholders                          $     (3.35)  $      0.50
                                                   ============  ============

   Diluted
     Net Income (Loss) Applicable to
      Common Shareholders                          $     (3.35)  $      0.47
                                                   ============  ============

     The accompanying notes are an integral part of these statements.



                               CON-WAY INC.
                   STATEMENTS OF CONSOLIDATED CASH FLOWS
                                (Unaudited)
                           (Dollars in thousands)

                                                          Three Months Ended
                                                              March 31,
                                                      ------------------------
                                                         2009         2008
                                                      -----------  -----------

Cash and Cash Equivalents, Beginning of Period        $  278,253   $  176,298
                                                      -----------  -----------

Operating Activities
Net income (Loss)                                       (152,349)      24,112
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
     Depreciation and amortization, net of accretion      48,401       50,036
     Non-cash compensation and employee benefits          20,212        5,779
     Increase (decrease) in deferred income taxes         (1,358)       3,001
     Provision for uncollectible accounts                  1,346        1,483
     Loss from impairment of goodwill                    134,813           --
     Loss from sales of property and equipment, net          162        1,766
  Changes in assets and liabilities:
        Receivables                                       37,642      (65,902)
        Prepaid expenses                                 (13,793)     (10,358)
        Accounts payable                                   2,331       20,318
        Accrued incentive compensation                   (10,767)     (24,845)
        Accrued liabilities, excluding accrued
         incentive compensation and employee benefits     34,482       57,709
        Self-insurance accruals                           (4,534)       1,217
        Accrued income taxes                               4,282       12,357
        Employee benefits                                 (2,502)     (22,448)
        Deferred charges and credits                         477       (4,186)
        Other                                              1,538       (6,497)
                                                      -----------  -----------
   Net Cash Provided by Operating Activities             100,383       43,542
                                                      -----------  -----------

Investing Activities
     Capital expenditures                                (23,200)     (48,675)
     Software expenditures                                (2,355)      (3,286)
     Proceeds from sales of property and
       and equipment, net                                  3,795        1,300
     Net decrease in marketable securities                     2       15,000
                                                      -----------  -----------
   Net Cash Used in Investing Activities                 (21,758)     (35,661)
                                                      -----------  -----------

Financing Activities
     Repayment of debt and guarantees                    (22,700)     (22,704)
     Net repayment of short-term borrowings                 (731)        (103)
     Proceeds from exercise of stock options                  --        4,948
     Excess tax benefit from stock option exercises           --          431
     Payments of common dividends                         (4,617)      (4,551)
     Payments of preferred dividends                      (3,507)      (3,747)
                                                      -----------  -----------
   Net Cash Used in Financing Activities                 (31,555)     (25,726)
                                                      -----------  -----------

   Net Cash Provided by (Used in)
     Continuing Operations                                47,070      (17,845)
                                                      -----------  -----------

Discontinued Operations
   Net Cash Used in Operating Activities                    (103)        (370)
                                                      -----------  -----------
   Net Cash Used in Discontinued Operations                 (103)        (370)
                                                      -----------  -----------
Increase (Decrease) in Cash and Cash Equivalents          46,967      (18,215)
                                                      -----------  -----------
Cash and Cash Equivalents, End of Period              $  325,220   $  158,083
                                                      ===========  ===========

Supplemental Disclosure
   Cash paid (refunded) for income taxes, net         $  (15,128)  $      631
                                                      ===========  ===========
   Cash paid for interest, net of
     amounts capitalized                              $   15,815   $      817
                                                      ===========  ===========

Non-cash Financing Activities
   Repurchased common stock issued under
     defined contribution plan                        $    7,371   $       --
                                                      ===========  ===========


     The accompanying notes are an integral part of these statements.




                                CON-WAY INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


1.  Principal Accounting Policies

Organization

Con-way Inc. and its consolidated subsidiaries ("Con-way") provide
transportation, logistics and supply-chain management services for a wide
range of manufacturing, industrial and retail customers.  Con-way's business
units operate in regional and transcontinental less-than-truckload and full-
truckload freight transportation, contract logistics and supply-chain
management, multimodal freight brokerage and trailer manufacturing.  As more
fully discussed in Note 5, "Segment Reporting," for financial reporting
purposes, Con-way is divided into four reporting segments: Freight,
Logistics, Truckload and Other.

Basis of Presentation

These interim financial statements of Con-way have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and Rule 10-01 of Regulation S-X, and
should be read in conjunction with Con-way's 2008 Annual Report on Form 10-K.
Accordingly, significant accounting policies and other disclosures normally
provided have been omitted.

In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, including normal
recurring adjustments, necessary to present fairly Con-way's financial
condition, results of operations and cash flows for the interim dates and
periods presented.  Results for the interim periods presented are not
necessarily indicative of annual results.

New Accounting Standards

In April 2009, the FASB issued three Staff Positions ("FSPs") that are
intended to provide additional application guidance and enhance disclosures
about fair-value measurements and impairments of securities. FSP SFAS 157-4
clarifies the objective and method of fair-value measurement when there has
been a significant decrease in market activity for the asset being measured.
FSP SFAS 115-2 and SFAS 124-2 establishes a new model for measuring other-
than-temporary impairments for debt securities, including establishing
criteria for when to recognize impairments in earnings or other comprehensive
income. FSP SFAS 107-1 and APB 28-1 expands the fair-value disclosures
required for all financial instruments within the scope of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments," to interim periods.
These FSPs are effective for periods ending after June 15, 2009, which for
Con-way is the second quarter of 2009.   Con-way is evaluating the effect of
adopting FSP SFAS 157-4 and FSP SFAS 115-2 and SFAS 124-2.  FSP SFAS 107-1
and APB 28-1 will result in increased interim disclosures.


Earnings (Loss) per Share ("EPS")

Basic EPS is computed by dividing reported earnings (loss) by the weighted-
average common shares outstanding.  Diluted EPS is calculated as follows:




 (Dollars in thousands except per share data)        Three Months Ended
                                                          March 31,
                                                 ------------------------
                                                     2009        2008
                                                 -----------  -----------
Numerator:
  Applicable to common shareholders,
    as reported                                  $ (153,966)  $   22,456
     Add-backs:
       Dividends on Series B preferred
         stock, net of replacement funding               --          241
                                                 -----------  -----------
                                                 $ (153,966)  $   22,697
                                                 ===========  ===========

Denominator:
  Weighted-average common shares outstanding     45,962,858   45,230,686
  Stock options and nonvested stock                      --      324,310
  Series B preferred stock                               --    2,591,095
                                                 -----------  -----------
                                                 45,962,858   48,146,091
                                                 ===========  ===========

  Anti-dilutive securities not included in
    denominator                                   6,636,748    1,586,225
                                                 ===========  ===========

Earnings (Loss) per Diluted Share:
    Applicable to common shareholders            $    (3.35)  $     0.47
                                                 ===========  ===========


In the computation of diluted EPS, only potential common shares that are
dilutive are included.  Potential common shares are dilutive if they reduce
earnings per share or increase loss per share. Options, nonvested stock and
convertible preferred stock are not included in the computation if the result
is antidilutive, such as when a loss applicable to common shareholders is
reported.

In the first quarter of 2009, Con-way adopted FSP EITF 03-6-1, which requires
unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents to be treated as participating securities
in the computation of earnings per share pursuant to the two-class method
described in SFAS  No. 128, "Earnings Per Share."  The adoption of this FSP
did not have a material effect on Con-way's financial statements.

Property, Plant and Equipment

Con-way periodically evaluates whether changes to estimated useful lives or
salvage values are necessary to ensure that these estimates accurately
reflect the economic use of the assets.  In January 2009, Con-way Freight
increased the estimated useful life of most of its tractors to 8 years from 7
years.  As a result of this change, net loss applicable to common
shareholders in the first three months of 2009 decreased by $2.0 million
($0.04 per diluted share).

Reclassifications and Revisions

Certain amounts in the prior-period financial statements have been
reclassified or revised to conform to the current-period presentation.


2.  Goodwill and Intangible Assets

Goodwill

Goodwill is recorded as the excess of an acquired entity's purchase price
over the amounts assigned to assets acquired (including separately recognized
intangible assets) and liabilities assumed.  Goodwill is not amortized but is
assessed for impairment on an annual basis in the fourth quarter, or more
frequently if events or changes in circumstances indicate that the asset
might be impaired.  The assessment requires the comparison of the fair value
of a reporting unit to the carrying value of its net assets, including
allocated goodwill.  If the carrying value of the reporting unit exceeds its
fair value, Con-way must then compare the implied fair value of the
reporting-unit goodwill with the carrying amount of the goodwill.  If the
carrying amount of the reporting-unit goodwill exceeds the implied fair value
of that goodwill, an impairment loss is recognized in an amount equal to that
excess.

As a result of worsening truckload market conditions and the resulting
decline in profit projections, combined with a decline in Con-way's market
capitalization during the first quarter of 2009, Con-way evaluated its
goodwill for impairment prior to its annual measurement date.  As of March
31, 2009, Con-way determined that the goodwill associated with Con-way
Truckload was impaired and, as a result, Con-way Truckload recognized a
$134.8 million impairment charge to reduce the carrying amount of the
goodwill to its implied fair value.  The impairment was primarily due to
lower projected revenues and operating income and a higher discount rate that
reflects current economic and market conditions.

For the valuation of Con-way Truckload, Con-way applied two equally weighted
methods:  public-company multiples and a discounted cash flow model.  The key
assumptions used in the discounted cash flow model are cash flow projections
involving forecasted revenues and expenses, capital expenditures and working
capital changes.  In addition, other key assumptions include the discount
rate and terminal growth rate applied to projected future cash flows.  The
discount rate is equal to the estimated weighted-average cost of capital for
the reporting unit.  The terminal growth rate is based on inflation
assumptions adjusted for factors that may impact future growth such as
industry-specific expectations.

The following table shows the changes in the carrying amounts of goodwill
attributable to each applicable segment:


  (Dollars in thousands)            Logistics  Truckload    Other      Total
                                    ---------  ---------  ---------  ---------

Balances at December 31, 2007       $ 55,146   $471,573   $    727   $527,446

  Adjustments to fair value          (11,020)    (8,814)        --    (19,834)
  Liabilities assumed                  7,537         --         --      7,537
  Adjustments to deferred taxes        2,755      1,839         --      4,594
  Impairment charge                  (31,822)        --         --    (31,822)
  Direct transition costs                282         --         --        282
  Change in foreign-currency            (247)        --         --       (247)
  exchange rates
                                    ---------  ---------  ---------  ---------
Balances at December 31, 2008       $ 22,631   $464,598   $    727   $487,956
  Impairment charge                       --   (134,813)        --   (134,813)
  Change in foreign-currency
    exchange rates                      (134)        --         --       (134)
                                    ---------  ---------  ---------  ---------
Balances at March 31, 2009          $ 22,497   $329,785   $    727   $353,009
                                    =========  =========  =========  =========


Intangible Assets

The fair value of intangible assets is amortized on an item-by-item basis
over the estimated useful life.  Amortization expense related to intangible
assets was $1.2 million in the first quarter of 2009 and $0.8 million in the
first quarter of 2008.  Intangible assets consisted of the following:

                                 March 31, 2009            December 31, 2008
                            ------------------------   ------------------------
(Dollars in    Weighted-    Gross     Accumulated       Gross     Accumulated
 thousands)     Average    Carrying   Amortization     Carrying   Amortization
                 Life       Amount                      Amount
                (Years)
               ---------   --------  ---------------  --------  ---------------

Customer
 relationships   9.4       $ 31,069  $        5,558   $ 31,152  $        4,714
Trademarks       2.0          2,550           2,005      2,550           1,652
                           --------  ---------------  --------  ---------------
                           $ 33,619  $        7,563   $ 33,702  $        6,366
                           ========  ===============  ========  ===============

Estimated amortization expense for the next five years is presented in the
following table:

(Dollars in thousands)

Year ending December 31:

  Remaining nine months of 2009                  $ 3,100
  2010                                             3,500
  2011                                             3,500
  2012                                             3,100
  2013                                             2,700
  2014                                             2,700


3.  Restructuring Activities

During 2007 and 2008, Con-way Freight initiated a number of restructuring
activities.  In connection with the restructuring activities, Con-way Freight
recognized restructuring charges of $1.1 million in the first three months of
2009 and $2.6 million in the first three months of 2008.  Con-way reported
the employee-separation costs in salaries, wages and other employee benefits,
facility costs primarily in rents and leases, and asset-impairment charges in
other operating expenses in the statements of consolidated operations.  In
addition to the restructuring charges, Con-way Freight recognized an
additional $2.6 million in the first three months of 2008 for other related
costs, consisting primarily of consulting fees, which are reported as other
operating expenses.

The remaining liability for amounts expensed but not yet paid was $9.2
million at March 31, 2009.  The remaining liability relates primarily to
operating lease commitments that are expected to be payable over several
years.


Operational Restructuring

In August 2007, Con-way Freight began an operational restructuring to combine
its three regional operating companies into one centralized operation to
improve the customer experience and streamline its processes.  The
reorganization into a centralized entity was intended to improve customer
service and efficiency through the development of uniform pricing and
operational processes, and implementation of best practices.  Con-way Freight
completed the initiative in 2008.

The following table summarizes the effect of Con-way Freight's operational
restructuring:


 (Dollars in     Employee-     Facility and       Asset-     Other    Total
 thousands)     Separation        Lease-        Impairment
                   Costs     Termination Costs    Charges
                -----------  -----------------  -----------  ------  ----------
Balance at
 December 31,
   2008         $       --   $         3,162    $       --   $  40   $   3,202
  Cash
   payments             --              (255)           --     (40)       (295)
                -----------  -----------------  -----------  ------  ----------
Balance at
 March 31,
   2009         $       --   $         2,907    $       --   $  --   $   2,907
                ===========  =================  ===========  ======  ==========

Total expense
 recognized to
   date         $    7,119   $         4,336    $    2,401   $2,786  $  16,642


Network Re-Engineering

In November 2008, Con-way Freight completed a major network re-engineering to
reduce service exceptions, improve on-time delivery and bring faster transit
times while deploying a lower-cost, more efficient service center network
better aligned to customer needs and business volumes.  The re-engineering
did not change Con-way Freight's service coverage, but did involve the
closure of 40 service centers, with shipment volumes from closing locations
redistributed and balanced among more than 100 nearby service centers.

The following table summarizes the effect of the network re-engineering:

       (Dollars in     Employee-     Facility and       Asset-       Total
        thousands)     Separation        Lease-        Impairment
                          Costs     Termination Costs    Charges
                       -----------  -----------------  -----------  --------
Balance at
 December 31, 2008     $      259   $         7,213    $       --   $ 7,472
 2009 restructuring
   charges                    125                 4            22       151
 Cash payments               (384)           (1,031)           --    (1,415)
 Write-offs                    --                --           (22)      (22)
                       -----------  -----------------  -----------  --------
Balance at
 March 31, 2009        $       --   $         6,186    $       --   $ 6,186
                       ===========  =================  ===========  ========

Total expense
 recognized to date    $    5,769   $         7,752    $    1,656   $15,177
Expected remaining
 expenses                   1,300                --            --     1,300

The expected remaining expenses for the network re-engineering relate
primarily to employee relocation and will be expensed as incurred.


Economic Workforce Reduction

In response to a decline in year-over-year business volumes that accelerated
during the fourth quarter of 2008, Con-way Freight reduced its workforce by
1,450 positions in December 2008.  In addition to reducing the workforce at
operating locations, the reduction also eliminated positions at Con-way
Freight's general office and administrative center, and included a
realignment of its area and regional division structure to streamline
management.

The following table summarizes the effect of the workforce reduction:

 (Dollars in thousands)            Employee-Separation
                                          Costs
                                   -------------------
Balance at December 31, 2008       $            1,742
   2009 restructuring charges                     938
   Cash payments                               (2,579)
                                   -------------------
Balance at March 31, 2009          $              101
                                   ===================

Total expense recognized to date   $            6,391
Expected remaining expenses                       300

The expected remaining expenses for the workforce reduction relate primarily
to employee relocation and will be expensed as incurred.


4.  Discontinued Operations

Con-way's discontinued operations relate to (1) the closure of Con-way
Forwarding in 2006, (2) the sale of Menlo Worldwide Forwarding, Inc. and its
subsidiaries and Menlo Worldwide Expedite!, Inc. (collectively "MWF") in
2004, (3) the shut-down of Emery Worldwide Airlines, Inc. ("EWA") in 2001 and
the termination of its Priority Mail contract with the USPS in 2000, and (4)
the spin-off of Consolidated Freightways Corporation ("CFC") in 1996.  The
results of operations and cash flows of discontinued operations are
segregated from continuing operations and were not material for the periods
presented.  See Note 4, "Discontinued Operations," of Item 8, "Financial
Statements and Supplementary Data," in Con-way's 2008 Annual Report on Form
10-K for additional discussion of results of operations and cash flows of
discontinued operations in prior periods.


5.  Segment Reporting

Con-way discloses segment information in the manner in which the business
units are organized for making operating decisions, assessing performance and
allocating resources.  For the periods presented, Con-way is divided into the
following four reporting segments:

     * Freight.  The Freight segment consists of the operating results of the
       Con-way Freight business unit, which provides regional, inter-regional
       and transcontinental less-than-truckload freight services throughout
       North America.

     * Logistics.  The Logistics segment consists of the operating results of
       the Menlo Worldwide Logistics business unit, which develops contract-
       logistics solutions, including the management of complex distribution
       networks and supply-chain engineering and consulting, and also
       provides multimodal freight brokerage services.

     * Truckload.  The Truckload segment consists of the operating results of
       the Con-way Truckload business unit.  Con-way Truckload provides
       asset-based full-truckload freight services throughout North America.

     * Other.  The Other reporting segment consists of the operating results
       of Road Systems, a trailer manufacturer, and certain corporate
       activities for which the related income or expense has not been
       allocated to other reporting segments.

Financial Data

Management evaluates segment performance primarily based on revenue and
operating income (loss).  Accordingly, interest expense, investment income
and other non-operating items are not reported in segment results.  Corporate
expenses are generally allocated based on measurable services provided to
each segment, or for general corporate expenses, based on segment revenue.
Inter-segment revenue and related operating income (loss) have been
eliminated to reconcile to consolidated revenue and operating income (loss).
Transactions between segments are generally based on negotiated prices.



 (Dollars in thousands)                              Three Months Ended
                                                          March 31,
                                                 ------------------------
                                                     2009         2008
                                                 -----------  -----------
Revenues from External Customers
   Freight                                       $  559,733   $  743,320
   Logistics                                        316,477      341,460
   Truckload                                         86,042      115,969
   Other                                                680          832
                                                 -----------  -----------
                                                 $  962,932   $1,201,581
                                                 ===========  ===========

Inter-segment Revenues
   Freight                                       $   14,082   $   11,227
   Logistics                                             --            8
   Truckload                                         48,741       35,123
   Other                                              5,309       11,222
                                                 -----------  -----------
                                                 $   68,132   $   57,580
                                                 ===========  ===========

Revenues before Inter-segment Eliminations
   Freight                                       $  573,815   $  754,547
   Logistics                                        316,477      341,468
   Truckload                                        134,783      151,092
   Other                                              5,989       12,054
   Inter-segment Revenue                            (68,132)     (57,580)
   Eliminations                                  -----------  -----------
                                                 $  962,932   $1,201,581
                                                 ===========  ===========
Operating Income (Loss)
   Freight                                       $  (23,387)  $   36,077
   Logistics                                          4,974        6,263
   Truckload                                       (132,678)      10,276
   Other                                                779        1,392
                                                 -----------  -----------
                                                 $ (150,312)  $   54,008
                                                 ===========  ===========


                                                  March 31,    December 31,
                                                     2009         2008
                                                 -----------   -----------
Assets
   Freight                                       $1,266,153    $1,297,197
   Logistics                                        299,192       331,419
   Truckload                                        763,717       911,835
   Other                                            588,509       531,256
                                                 -----------   -----------
                                                 $2,917,571    $3,071,707
                                                 ===========   ===========


6.  Fair-Value Measurements

Assets and liabilities reported at fair value are classified in one of the
following three levels within the fair-value hierarchy:

Level 1:  Quoted market prices in active markets for identical assets or
          liabilities
Level 2:  Observable market-based inputs or unobservable inputs that are
          corroborated by market data
Level 3:  Unobservable inputs that are not corroborated by market data

The following table summarizes the valuation of financial instruments within
the fair-value hierarchy:

                                      March 31, 2009
                     ----------------------------------------------
(Dollars in             Total     Level 1     Level 2     Level 3
 thousands)          ----------  ----------  ----------  ----------

Cash and cash
  equivalents        $ 325,220   $ 325,220   $      --   $      --
Available-for-sale
  securities             5,912          --          --       5,912


                                        December 31, 2008
                     ----------------------------------------------
 (Dollars in
  thousands)            Total     Level 1     Level 2     Level 3
                     ----------  ----------  ----------  ----------

Cash and cash
  equivalents        $ 278,253   $ 278,253   $      --   $      --
Available-for-sale
  securities             6,712         --           --       6,712

The following table summarizes the change in fair values of financial
instruments using Level 3 inputs:


 (Dollars in
  thousands)                            Available-for-sale
                                            securities
                                         ----------------

Balance at December 31, 2007             $            --
  Transfer in from Level 2                         7,500
  Unrealized loss                                   (788)
                                         ----------------
Balance at December 31, 2008             $         6,712
  Unrealized loss                                   (800)
                                         -----------------
Balance at March 31, 2009                $         5,912
                                         =================

Due primarily to changes in interest rate benchmarks, the fair value of Con-
way's auction-rate security declined $0.8 million in the first quarter of
2009. Con-way has recorded the cumulative $1.6 million decline in the
carrying value of marketable securities with an equal and offsetting
unrealized loss in accumulated other comprehensive income (loss).  Con-way
has evaluated the unrealized loss and concluded that the decline in fair
value is temporary.

Effective January 1, 2009, Con-way adopted SFAS No. 157, "Fair-Value
Measurements" for nonfinancial assets and liabilities that are measured at
fair value on a non-recurring basis.  During the first three months of 2009,
Con-way measured the fair value of the Con-way Truckload reporting unit as
part of a goodwill impairment test. The following table summarizes the
valuation of non-financial assets within the fair-value hierarchy:

                                      March 31, 2009
                     ----------------------------------------------
(Dollars in             Total     Level 1     Level 2     Level 3
 thousands)          ----------  ----------  ----------  ----------

Truckload goodwill   $ 329,785   $      --   $      --   $ 329,785


The fair-value methods Con-way applied in the valuation of Con-way Truckload
and a goodwill impairment charge are more fully discussed in Note 2,
"Goodwill and Intangible Assets."


7.  Employee Benefit Plans

In the periods presented, employees of Con-way and its subsidiaries in the
U.S. were covered under several retirement benefit plans, including defined
benefit pension plans, defined contribution retirement plans, and a
postretirement medical plan.  Con-way's defined benefit pension plans include
"qualified" plans that are eligible for certain beneficial treatment under
the Internal Revenue Code ("IRC"), as well as "non-qualified" plans that do
not meet IRC criteria. See Note 12, "Employee Benefit Plans," of Item 8,
"Financial Statements and Supplementary Data," in Con-way's 2008 Annual
Report on Form 10-K for additional information concerning its retirement
benefit plans.  See "- Cost-Reduction Actions" below for a discussion of
employee benefits changes that were effective in April 2009.

Defined Benefit Pension Plans

The following tables summarize the components of net periodic benefit expense
(income) for Con-way's domestic defined benefit pension plans:

                             Qualified Pension      Non-Qualified Pension
                                   Plans                   Plans
                          -----------------------  ------------------------
                            Three Months Ended       Three Months Ended
                                 March 31,               March 31,
                          -----------------------  ------------------------
  (Dollars in thousands)     2009        2008         2009         2008
                          ----------- -----------  ----------- ------------

Service cost - benefits
 earned during the period $       27  $       27   $       --  $        --
Interest cost on benefit
 obligation                   18,526      17,358        1,086          807
Expected return on plan
 assets                      (16,443)    (24,247)          --           --
Net amortization and
 deferral                      8,521        (794)         142          269
                          ----------- -----------  ----------- ------------
Net periodic benefit
 expense (income)         $   10,631  $   (7,656)  $    1,228  $     1,076
                          =========== ===========  =========== ============


Con-way expects to make a minimum contribution of $5.6 million to its
qualified pension plans in 2009, including $5.0 million contributed in March
2009.

Defined Contribution Retirement Plans

Con-way's defined contribution retirement plans consist mostly of the primary
defined contribution retirement plan (the "Primary DC Plan"), which covers
non-contractual U.S. employees.  The Primary DC Plan is a voluntary defined
contribution plan with a leveraged employee stock ownership plan feature with
salary deferral qualified under Section 401(k) of the IRC, as more fully
discussed in Note 12, "Employee Benefit Plans," of Item 8, "Financial
Statements and Supplementary Data," in Con-way's 2008 Annual Report on Form
10-K.  Under the Primary DC Plan, Con-way makes "matching" contributions
equal to 50% of the first six percent of employees' eligible compensation and
makes additional discretionary contributions to employees' 401(k) accounts.
The additional contributions, which are based on employees' years of service,
consist of a "basic" contribution that ranges from 3% to 5% of eligible
compensation and a "transition" contribution that ranges from 1% to 3% of
eligible compensation.

In the periods presented, Con-way's expense related to the Primary DC Plan is
equal to the cost of allocated Con-way preferred stock and contributions of
cash and Con-way common stock.  Con-way's expense under the Primary DC Plan
was $19.6 million and $22.0 million in the first quarter of 2009 and 2008,
respectively.  At March 31, 2009 and December 31, 2008, Con-way had
recognized accrued liabilities of $14.2 million and $21.8 million,
respectively, for its contributions related to the Primary DC Plan.
Effective in January 2009, contributions in the form of Con-way common stock
were made with repurchased common stock (also referred to as treasury stock),
rather than from open-market purchases from cash contributed by Con-way.
During the first three months of 2009, Con-way contributed $7.4 million of
repurchased common stock to the Primary DC Plan.

Postretirement Medical Plan

The following table summarizes the components of net periodic benefit expense
for the postretirement medical plan:


                                                       Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------

Service cost - benefits earned during the period    $      478   $      620
Interest cost on benefit obligation                      1,515        1,603
Net amortization and deferral                             (305)        (199)
                                                    -----------  -----------
   Net periodic benefit expense                     $    1,688   $    2,024
                                                    ===========  ===========


Long-term Disability Plan

Con-way's expense associated with the long-term disability plan was $3.8
million and $2.1 million in the first quarter of 2009 and 2008, respectively.
In Con-way's consolidated balance sheets, the long-term and current-portion
of the long-term disability plan obligation is reported in employee benefits
and accrued liabilities, respectively.  At March 31, 2009, the long-term and
current-portion of the obligation was $34.2 million and $11.4 million,
respectively, and at December 31, 2008, was $32.1 million and $13.6 million.

Cost-Reduction Actions

In response to economic conditions, Con-way announced in March 2009 several
measures to reduce costs and conserve cash.  These measures substantially
consist of the suspension or curtailment of employee benefits and a reduction
in salaries and wages, as detailed below.

  Salaries and Wages

  Effective March 29, 2009, the salaries and wages of certain employees were
  reduced by 5%, including corporate and shared-services employees and those
  at the Con-way Freight and Road Systems business units.   If this reduction
  would have been effective in the first quarter of 2009, wages and salaries
  expense would have been lower by $11.9 million and a substantial portion of
  the expense reduction would have been recognized in the Freight reporting
  segment.

  Compensated Absences

  Effective April 1, 2009, a compensated-absences benefit was suspended at
  Con-way Freight.  Prior to the suspension, employees' current-year service
  earned a compensated-absences benefit eligible for use in the subsequent
  year.  During the period of suspension, no compensated-absences benefits
  will be earned for current-year service; however, employees may use
  previously vested benefits.  The compensated-absences benefit expense in
  the first quarter of 2009 includes a $3.3 million decrease attributed to
  the salary- and wage-rate reductions effective on March 29, 2009, as the
  future payment of previously vested benefits will be paid at reduced rates.
  If the suspension would have been effective in the first quarter of 2009,
  the expense for compensated-absences benefits recognized in the Freight
  reporting segment would have been lower by an additional $10.6 million.

  Also, effective March 8, 2009, Menlo Worldwide Logistics reduced its
  compensated-absences benefit by 25%.  During the period of reduced
  benefits, employees' current-year service continues to earn (at a lower
  rate) a compensated-absences benefit eligible for use in the current year.
  If this suspension would have been effective in the first quarter of 2009,
  the expense for compensated-absences benefits recognized in the Logistics
  reporting segment would have been lower by $0.4 million.

  Defined Contribution Plan

  Effective April 26, 2009, employer contributions to Con-way's Primary DC
  Plan, as more fully discussed above, will be suspended or limited.  The
  matching and transition contributions will be suspended and the basic
  contribution will be limited to no more than 3% of an employee's eligible
  compensation.  If this suspension and/or limitation would have been
  effective in the first quarter of 2009, the expense associated with the
  matching contribution would have been lower by $7.5 million and the
  collective expense associated with the basic and transition contribution
  would have been lower by $4.3 million. Future basic contributions will be
  made with repurchased Con-way common stock, as described above.

  Defined Benefit Pension Plan

  Effective April 30, 2009, Con-way amended its primary defined benefit
  pension plan to permanently curtail benefits associated with future
  increases in employee compensation.  Prior to the amendment, future
  retirement benefits considered participants' eligible compensation
  increases through 2016.  As a result of this plan change, Con-way will re-
  measure its plan obligation as of April 30, 2009.  Following re-
  measurement, Con-way will be required to make adjustments to the amounts
  recognized in the consolidated balance sheets due to changes in the
  projected benefit obligation, plan asset values, and actuarial gains or
  losses.  The plan change will also affect future amounts Con-way recognizes
  as the net periodic benefit expense reported in the table above.


8.  Comprehensive Income

Comprehensive income (loss), which is a measure of all changes in equity
except those resulting from investments by owners and distributions to
owners, was as follows:

                                                       Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------

Net income (loss)                                   $ (152,349)  $   24,112

Other comprehensive income (loss):
  Foreign currency translation adjustments                (694)       1,274
  Unrealized loss on available-for-sale security,
     net of deferred tax of $313                          (487)          --
  Amortization of employee benefit plan
     amounts, net of deferred tax of $3,260              5,098           --
                                                    -----------  -----------
Comprehensive income (loss)                         $ (148,432)  $   25,386
                                                    ===========  ===========


9.  Share-Based Compensation

Under terms of the share-based compensation plans, Con-way grants various
types of share-based compensation awards to employees and directors.  The
plans provide for awards in the form of stock options, nonvested stock (also
known as restricted stock), and performance-share plan units.  See Note 13,
"Share-Based Compensation," of Item 8, "Financial Statements and
Supplementary Data," in Con-way's 2008 Annual Report on Form 10-K for
additional information concerning its share-based compensation awards.

The following expense was recognized for share-based compensation:

                                                      Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------

Salaries, wages and other employee benefits         $    2,952   $    3,187
Deferred income tax benefit                             (1,135)      (1,225)
                                                    -----------  -----------
   Net share-based compensation expense             $    1,817   $    1,962
                                                    ===========  ===========


10.  Income Taxes

Con-way's first-quarter effective tax benefit rate in 2009 was 8.1%, compared
to an effective tax provision rate of 39.4% in 2008. Excluding the effect of
various discrete tax adjustments, Con-way's first-quarter effective tax rate
in 2009 was 36.5% and in 2008 was 38.4%. The discrete tax adjustments in the
first quarter of 2009 relate primarily to the non-deductible goodwill
impairment charge, as discussed more fully in Note 2, "Goodwill and
Intangible Assets."

Other accounts receivable in the consolidated balance sheets include income
tax receivables of $19.5 million and $24.0 million at March 31, 2009 and
December 31, 2008, respectively.


11.  Commitments and Contingencies

CFC

The cessation by Consolidated Freightways Corporation ("CFC") of its U.S.
operations in connection with the filing of bankruptcy in 2002 was deemed to
have resulted in CFC's "complete withdrawal" (within the meaning of
applicable federal law) from certain multiemployer plans to which CFC was a
party at the time Co-way completed the 100% spin-off of CFC to Con-way's
shareholders in December 1996.  These plans subsequently assessed claims for
such "withdrawal liabilities" against CFC, demanding that CFC pay them for
the approximately $400 million that they determined to be CFC's share of
unfunded vested benefits obligations under those plans.

In 2008, Con-way was approached by the Central States, Southeast and
Southwest Areas Pension Fund and the New York States Teamsters Conference
Pension and Retirement Fund, seeking to impose withdrawal liability against
Con-way for CFC's unpaid pension liabilities.  Both matters have been settled
as previously disclosed in Note 14, "Commitments and Contingencies," of Item
8, "Financial Statements and Supplementary Data," in Con-way's 2008 Annual
Report on Form 10-K.

Con-way continues to believe that its actions in connection with the CFC
spin-off were proper and will continue to vigorously defend itself from any
claims brought against it by multiemployer pension funds seeking to hold Con-
way responsible for CFC's withdrawal liabilities. However, there can be no
assurance as to the outcome of any such litigation, given uncertainties
inherent in such proceedings, including the possible application of adverse
judicial decisions rendered in unrelated matters not involving Con-way.

EWA

In February 2002, a lawsuit was filed against EWA in the District Court for
the Southern District of Ohio, alleging violations of the Worker Adjustment
and Retraining Notification Act (the "WARN Act") in connection with employee
layoffs and ultimate terminations due to the August 2001 grounding of EWA's
airline operations and the shutdown of the airline operations in December
2001.  The court subsequently certified the lawsuit as a class action on
behalf of affected employees laid off between August 11 and August 15, 2001.
The WARN Act generally requires employers to give 60-days notice, or 60-days
pay and benefits in lieu of notice, of any shutdown of operations or mass
layoff at a site of employment.  The estimated range for potential loss on
this matter is zero to approximately $9 million, plus accrued interest.  The
lawsuit was tried in early January 2009 and the parties are awaiting a
decision from the court.

MWF

In 2004, Con-way and Menlo Worldwide, LLC sold to United Parcel Service, Inc.
("UPS") all of the issued and outstanding capital stock of MWF.  Con-way
agreed to indemnify UPS against certain losses that UPS may incur after the
closing of the sale with certain limitations.  Any losses related to these
indemnification obligations will be recognized in future periods as an
additional loss from disposal when and if incurred.

Other

Menlo Worldwide, LLC ("MW") has asserted claims against the sellers of Chic
Holdings alleging inaccurate books and records, misstatement of revenue, and
other similar matters related to the pre-sale financial performance of the
Chic businesses and is pursuing all legal and equitable remedies available to
MW.  There currently exists a $9 million hold-back in escrow against which MW
may apply any award for breach of warranty under the Share Purchase
Agreement.  The ultimate outcome of this matter is uncertain and any
resulting award will not be recognized until received.

Con-way is a defendant in various other lawsuits incidental to its
businesses.  It is the opinion of management that the ultimate outcome of
these actions will not have a material effect on Con-way's financial
condition, results of operations or cash flows.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


                                Introduction
                                ------------

Management's Discussion and Analysis of Financial Condition and Results of
Operations (referred to as "Management's Discussion and Analysis") is
intended to assist in a historical and prospective understanding of Con-way's
financial condition, results of operations and cash flows, including a
discussion and analysis of the following:

  *  Overview of Business
  *  Results of Operations
  *  Liquidity and Capital Resources
  *  Critical Accounting Policies and Estimates
  *  New Accounting Standards
  *  Forward-Looking Statements


                            Overview of Business
                            --------------------

Con-way provides transportation, logistics and supply-chain management
services for a wide range of manufacturing, industrial and retail customers.
Con-way's business units operate in regional and transcontinental less-than-
truckload and full-truckload freight transportation, contract logistics and
supply-chain management, multimodal freight brokerage and trailer
manufacturing.  For the periods presented, Con-way is divided into the
following four reporting segments:

     * Freight.  The Freight segment consists of the operating results of the
       Con-way Freight business unit, which provides regional, inter-regional
       and transcontinental less-than-truckload freight services throughout
       North America.

     * Logistics.  The Logistics segment consists of the operating results of
       the Menlo Worldwide Logistics business unit, which develops contract-
       logistics solutions, including the management of complex distribution
       networks and supply-chain engineering and consulting, and also
       provides multimodal freight brokerage services.

     * Truckload.  The Truckload segment consists of the operating results of
       the Con-way Truckload business unit.  Con-way Truckload provides
       asset-based full-truckload freight services throughout North America.

     * Other.  The Other reporting segment consists of the operating results
       of Road Systems, a trailer manufacturer, and certain corporate
       activities for which the related income or expense has not been
       allocated to other reporting segments.

Con-way's primary business-unit results generally depend on the number,
weight and distance of shipments transported, the prices received on those
shipments or services and the mix of services provided to customers, as well
as the fixed and variable costs incurred by Con-way in providing the services
and the ability to manage those costs under changing circumstances.  Con-
way's primary business units are affected by the timing and degree of
fluctuations in fuel prices and their ability to recover incremental fuel
costs through fuel-surcharge programs and/or cost-recovery mechanisms.

Con-way Freight transports shipments utilizing a network of freight service
centers combined with a fleet of company-operated line-haul and pickup-and-
delivery tractors and trailers.  Con-way Truckload transports shipments using
a fleet of long-haul tractors and trailers.  Menlo Worldwide Logistics
manages the logistics functions of its customers and primarily utilizes
third-party transportation providers for the movement of customer shipments.



                             Results of Operations
                             ---------------------


The overview below provides a high-level summary of Con-way's results for the
periods presented and is intended to provide context for the remainder of the
discussion on reporting segments.  Refer to "Reporting Segment Review" below
for more complete and detailed discussion and analysis.


 (Dollars in thousands except per share          Three Months Ended
 amounts)                                             March 31,
                                         -----------------------------------
                                               2009              2008
                                         ----------------  -----------------

Revenues                                 $       962,932   $      1,201,581
Costs and expenses
  Loss from impairment of goodwill               134,813                 --
  Other operating expenses                       978,431          1,147,573
                                         ----------------  -----------------
                                               1,113,244          1,147,573
                                         ----------------  -----------------
Operating income (loss)                         (150,312)            54,008
Other expense                                     15,513             14,209
                                         ----------------  -----------------
Income (loss) before income tax
  provision (benefit)                           (165,825)            39,799
Income tax provision (benefit)                   (13,476)            15,687
                                         ----------------  -----------------
Net income (loss)                               (152,349)            24,112
Preferred stock dividends                          1,617              1,656
                                         ----------------  -----------------
Net income (loss) applicable to
  common shareholders                    $      (153,966)  $         22,456
                                         ================  =================

Diluted earnings (loss) per share        $         (3.35)  $           0.47
Effective tax rate                                   8.1%              39.4%


                                  Overview

Con-way's consolidated revenue for the first quarter of 2009 decreased 19.9%
from the same period of last year, reflecting recessionary economic
conditions that contributed to lower revenue at all reporting segments.

In the first quarter of 2009, Con-way reported a $150.3 million operating
loss due to a $132.7 million loss at Truckload and a $23.4 million loss at
Freight.  The Logistics and Other segments were profitable but also
experienced declines in operating income in 2009 compared to 2008.  The loss
at Truckload resulted from a $134.8 million charge for the impairment of
goodwill, as more fully discussed in Note 2, "Goodwill and Intangible
Assets," of Item 1, "Financial Statements," while Freight's loss primarily
reflects adverse economic conditions and a competitive freight market.

Non-operating expense increased $1.3 million in the first quarter of 2009 due
primarily to variations in foreign-exchange gains and losses, which lowered
comparative results by $1.2 million.

Con-way's first-quarter effective tax benefit rate in 2009 was 8.1%, compared
to an effective tax provision rate of 39.4% in 2008. Excluding the effect of
various discrete tax adjustments, Con-way's first-quarter effective tax rate
in 2009 was 36.5% and in 2008 was 38.4%. The discrete tax adjustments in the
first quarter of 2009 relate primarily to the non-deductible goodwill
impairment charge.

In response to economic conditions, Con-way announced in March 2009 several
measures to reduce costs and conserve cash.  These measures substantially
consist of the suspension or curtailment of employee benefits and a reduction
in certain employees' salaries and wages, as detailed in Note 7, "Employee
Benefit Plans," of Item 1, "Financial Statements."  The measures are
projected to save between $100 million to $130 million in the remainder of
2009.  Savings in periods beyond 2009 are expected to be lower, reflecting
the reinstatement of suspended benefits and/or the reversal of salary and
wage reductions.  The timing for the reinstatement of suspended benefits
and/or the reversal of salary and wage reductions will generally depend on
economic conditions and Con-way's financial condition, results of operations
and cash flows, except that Con-way Freight currently plans to reinstate its
compensated-absences benefit effective on April 1, 2010.  These measures are
in addition to the actions Con-way took in the fourth quarter of 2008.
Actions in 2008 included workforce reductions, network re-engineering,
suspension of merit-based pay increases, reduction in capital expenditures
and other spending cuts.


                           Reporting Segment Review

Freight

The following table compares operating results, operating margins, and the
percentage change in selected operating statistics of the Freight reporting
segment:


                                                      Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------

Summary of Segment Operating Results
  Revenues                                          $  559,733   $  743,320
  Operating income (loss)                              (23,387)      36,077
  Operating margin                                        (4.2)%        4.9%


                                                    2009 vs. 2008
                                                   ---------------
Change in Selected Operating Statistics
  Weight per day                                       -12.4%
  Revenue per hundredweight ("yield")                  -12.1%
  Shipments per day ("volume")                         -12.8%
  Weight per shipment                                   +0.4%

Freight's revenue in the first quarter of 2009 decreased 24.7% from the same
period of 2008 due to a 12.4% decrease in weight per day, a 12.1% decrease in
yield and a 1-day decline in the number of working days.  The 12.4% decline
in weight per day reflects a 12.8% decrease in shipments per day, partially
offset by a 0.4% increase in weight per shipment.  The decline in yield was
due primarily to decreases in fuel surcharges and base freight rates.
Freight volumes and yield reflect the current adverse economic conditions,
excess capacity in the LTL market and a competitive pricing environment.

Excluding fuel surcharges, yields in 2009 decreased 4.3%.  Like other LTL
carriers, Con-way Freight assesses many of its customers with a fuel
surcharge.  The fuel surcharge is intended to compensate Con-way Freight for
higher fuel costs and fuel-related increases in purchased transportation.
Fuel surcharges are only one part of Con-way Freight's overall rate
structure, and the total price that Con-way Freight receives from customers
for its services is governed by market forces, as more fully discussed below
in Item 3, "Quantitative and Qualitative Disclosures About Market Risk -
Fuel." In the first quarter, Con-way Freight's fuel-surcharge revenue
decreased to 9.1% of revenue in 2009 from 16.8% in 2008.

In the first quarter of 2009, Freight reported a $23.4 million operating loss
compared to $36.1 million in operating income for the same prior-year period.
The operating loss reflects revenue that declined at a faster rate than
operating expenses, reflecting Freight's network, which includes certain
costs that are relatively fixed in order to provide geographic coverage and
consistent on-time performance.  In 2009, expenses for salaries, wages and
other employee benefits decreased 12.2% due primarily to decreases in base
compensation and employee benefits expense.  Base compensation decreased
10.3% as a result of a lower average employee count.  Decreased employee
benefits expense reflects lower expense for compensated absences, workers'
compensation claims and employee medical care, partially offset by increased
pension expense for defined benefit pension plans.  In the first quarter of
2009, expenses for compensated absences declined due primarily to planned
salary and wage reductions; also, in the first quarter of 2008, expenses for
compensated absences included a non-recurring adjustment for a benefit plan
change associated with a restructuring initiative.  Expenses for fuel and
fuel-related taxes decreased 47.8% due primarily to the decline in the cost
of diesel fuel.  Expense for purchased transportation in the first quarter of
2009 decreased 10.5% from 2008 due primarily to fuel-related rate decreases
by third-party providers.

Comparative operating results were affected by costs incurred for Freight's
re-branding initiative and restructuring activities.  Under the re-branding
initiative, which was completed in the second quarter of 2008, Freight
incurred $3.7 million of costs in the first quarter of 2008.  In connection
with its restructuring activities, Freight recognized $1.1 million of expense
in the first quarter of 2009 and $5.2 million of expense in the first quarter
of 2008.  For additional information concerning Freight's restructuring
activities see Note 3, "Restructuring Activities," in Item 1, "Financial
Statements."

The sequential monthly declines in tonnage that Con-way experienced in the
second half of 2008 abated in the first quarter of 2009.  Tonnage increased
sequentially from January through March as monthly volumes benefited from
seasonal increases.  However, declines in fuel prices contributed to lower
fuel-surcharge revenue and yields.  Based on recent market conditions, the
declines in fuel-surcharge revenue have not been offset by equivalent
increases in base freight-rate revenue.  Since its fuel-surcharge program has
historically enabled Con-way Freight to more than recover increases in fuel
costs and fuel-related increases in purchased transportation, these declines
in fuel-surcharge revenue have had an adverse effect on operating results.
In response to economic conditions, Con-way announced in March 2009 several
measures to reduce costs and conserve cash.  These measures are detailed in
Note 7, "Employee Benefit Plans," of Item 1, "Financial Statements."


Logistics

The table below compares operating results and operating margins of the
Logistics reporting segment.  The table summarizes the segment's revenue as
well as net revenue (revenue less purchased transportation expense).
Carrier-management revenue is attributable to contracts for which Menlo
Worldwide Logistics manages the transportation of freight but subcontracts to
third parties the actual transportation and delivery of products, which Menlo
Worldwide Logistics refers to as purchased transportation. Menlo Worldwide
Logistics' management places emphasis on net revenue as a meaningful measure
of the relative importance of its principal services since revenue earned on
most carrier-management services includes the third-party carriers' charges
to Menlo Worldwide Logistics for transporting the shipments.

                                                      Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------

Summary of Segment Operating Results
  Revenue                                           $  316,477   $  341,460
  Purchased transportation                            (191,244)    (215,452)
                                                    -----------  -----------
  Net revenue                                          125,233      126,008

  Operating income                                       4,974        6,263
  Operating margin on revenue                              1.6%         1.8%
  Operating margin on net revenue                          4.0%         5.0%

In the first quarter of 2009, Logistics' revenue declined 7.3% primarily due
to a 10.4% decline in revenue from carrier-management services partially
offset by a 0.7% increase in revenue from warehouse-management services.
Logistics' net revenue in the first quarter of 2009 decreased 0.6% during the
same comparative period, reflecting an 11.2% decline in purchased
transportation costs and an increase in the percentage of revenue derived
from warehouse-management services.

Operating income in the first quarter of 2009 decreased 20.6% from the first
quarter of 2008 due primarily to lower operating margins on carrier-
management services that reflect competitive pricing pressures, increased
operating losses at Chic Logistics, and the Defense Transportation
Coordination Initiative ("DTCI") contract, as more fully discussed below.

Expenses for rents and leases increased 20.8% due to new leases that were
entered into during 2008.  Other operating expenses increased 5.8% due
primarily to the use of professional services, amortization of deferred set-
up costs and an increased provision for uncollectible accounts. Purchased
labor decreased 14.4% as labor levels were adjusted in response to declines
in economic activity and customer needs.  Salaries, wages and other employee
benefits decreased 4.3% in the first quarter of 2009 reflecting decreases in
base compensation, incentive compensation and other employee-related costs
(particularly travel costs) that were partially offset by increases in
employee benefits.  Base compensation declined 4.2% as labor levels were
adjusted in response to declines in economic activity and customer needs.
Incentive compensation declined 36.0% or $0.8 million based on variations in
incentive-plan provisions and performance relative to incentive-plan targets.
Employee benefits expense increased 9.2% due primarily to costs associated
with Con-way's defined benefit pension plan.

Operations under the DTCI began on March 31, 2008 and there were
approximately two-thirds of the distribution centers operating as of March
31, 2009.  The contract contributed revenue of $36.5 million in the first
quarter of 2009; however, the contract did not have a significant effect on
Logistics' operating income in the periods presented.


Truckload

The table below compares operating results, operating margins and the
percentage change in selected operating statistics of the Truckload reporting
segment.  The table summarizes the segment's revenue as well as trucking
revenue, which represents revenue excluding fuel surcharges, inter-segment
eliminations, and other non-trucking revenue.  Truckload's management places
emphasis on trucking revenue as a meaningful measure to evaluate results from
the core truckload freight operation.  The table also includes operating
income and operating margin excluding the loss from impairment of goodwill.
Truckload's management believes these measures are relevant to evaluate its
on-going operations.


                                                      Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------
Summary of Operating Results

  Trucking revenue                                  $  120,218   $  115,639
  Fuel surcharge revenue                                12,066       31,798
  Other revenue                                          2,499        3,655
                                                    -----------  -----------
  Revenue before inter-segment eliminations            134,783      151,092
  Inter-segment eliminations                           (48,741)     (35,123)
                                                    -----------  -----------
  Revenue from external customers                       86,042      115,969

  Operating income (loss)                             (132,678)      10,276
  Loss from impairment of goodwill                     134,813           --
                                                    -----------  -----------
  Operating income excluding impairment                  2,135       10,276
  Operating margin excluding impairment                    2.5%         8.9%


                                                     2009 vs. 2008
                                                    ---------------
Change in Selected Operating Statistics
  Total Miles                                           +6.3%
  Trucking Revenue per Total Mile                       -2.2%

In the first quarter of 2009, Truckload's revenue from external customers
decreased 25.8% reflecting a 10.8% decline in revenue before inter-segment
eliminations and a 38.8% increase in inter-segment eliminations.  The 10.8%
decline in revenue before inter-segment eliminations was due primarily to a
62.1% decline in fuel surcharge revenue partially offset by a 4.0% increase
in trucking revenue.  Lower fuel surcharge revenue was due primarily to lower
fuel prices in 2009 compared to 2008.   The 4.0% increase in trucking revenue
reflects a 6.3% increase in miles partially offset by a 2.2% decline in
revenue per mile.  The increase in total miles reflects growth in the tractor
fleet partially offset by a decline in average miles per tractor.  The
decline in revenue per mile was a result of difficult economic conditions and
excess capacity in the truckload market.

Truckload's operating loss of $132.7 million in the first quarter of 2009 was
due to a $134.8 million charge for goodwill impairment.  The impairment
charge reflects lower projected revenue and operating income and a higher
discount rate that reflects current economic and market conditions, and is
more fully discussed in Note 2, "Goodwill and Intangible Assets," of Item 1,
"Financial Statements."

Excluding the impairment charge, Truckload's operating income in the first
quarter of 2009 declined 79.2% from the first quarter of 2008 due primarily
to the decline in revenue from external customers.  Other operating expenses
increased 44.8% due primarily to vehicular self-insurance costs, corporate
allocations and an adjustment to a tax-related receivable.  Vehicular self-
insurance costs increased 64.7% due primarily to a single claim in the first
quarter of 2009.  Salaries, wages and other employee benefits increased
10.2%, reflecting a 7.3% increase in base compensation and a 33.0% increase
in employee benefits expense.  Higher base compensation was due primarily to
increased driver miles.  Increased employee benefits expense was due to
payroll taxes, workers' compensation and compensated absences.  Maintenance
expenses increased 23.8% due to increases in the number of tractors and the
average age of the tractor fleet.  Expense for depreciation and amortization,
which increased 7.7%, was also affected by the increase in the number of
tractors.

Expenses for fuel and fuel-related taxes declined 40.2% due primarily to
lower fuel prices in 2009 compared to 2008.  Purchased transportation
decreased 32.2% primarily due to lower utilization of contract drivers and
fuel-related rate declines.


Other

The Other reporting segment consists of the operating results of Road
Systems, a trailer manufacturer, and certain corporate activities for which
the related income or expense has not been allocated to other reporting
segments.  Results in 2008 included expenses related to a variable-executive
compensation plan to promote synergistic inter-segment activities.  The table
below summarizes the operating results for the Other reporting segment:


                                                     Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------
  Revenues
    Road Systems                                    $      680   $      832

  Operating Income (Loss)
    Road Systems                                    $     (356)  $      436
    Con-way re-insurance activities                      1,551          875
    Con-way corporate properties                          (167)        (156)
    Variable executive compensation                         --         (369)
    Other                                                 (249)         606
                                                    -----------  -----------
                                                    $      779   $    1,392
                                                    ===========  ===========


                       Liquidity and Capital Resources
                       -------------------------------

Cash and cash equivalents rose to $325.2 million at March 31, 2009 from
$278.3 million at December 31, 2008, as $100.4 million provided by operating
activities exceeded $21.8 million used in investing activities and $31.6
million used in financing activities.  Cash provided by operating activities
came primarily from non-cash items and changes in receivables and accrued
liabilities while cash used in investing and financing activities primarily
reflects capital expenditures and the repayment of debt, respectively.

                                                      Three Months Ended
                                                             March 31,
                                                    ------------------------
 (Dollars in thousands)                                  2009       2008
                                                    -----------  -----------
Operating Activities
  Net income (loss)                                 $ (152,349)  $   24,112
  Non-cash adjustments
    Loss from impairment of goodwill                   134,813           --
    Other non-cash adjustments (1)                      68,763       62,065
                                                    -----------  -----------
  Net income before non-cash items                      51,227       86,177

  Changes in assets and liabilities                     49,156      (42,635)
                                                    -----------  -----------

Net Cash Provided by Operating Activities              100,383       43,542

Net Cash Used in Investing Activities                  (21,758)     (35,661)

Net Cash Used in Financing Activities                  (31,555)     (25,726)
                                                    -----------  -----------

Net Cash Provided by (Used in) Continuing
  Operations                                            47,070      (17,845)
Net Cash Used in Discontinued Operations                  (103)        (370)
                                                    -----------  -----------
Increase (Decrease) in Cash and Cash Equivalents    $   46,967   $  (18,215)
                                                    ===========  ===========

(1)  " Other non-cash adjustments" refer to depreciation, amortization,
       deferred income taxes, provision for uncollectible accounts, and other
       non-cash income and expenses.

Operating Activities

Cash flow from operating activities in the first three months of 2009 was
$100.4 million, a $56.8 million increase from the first three months of 2008,
as a decrease in net income before non-cash items was more than offset by
cash provided from changes in assets and liabilities.  In the first quarter
of 2009, the decrease in net income before non-cash items reflects a $41.6
million decrease in net income after excluding a $134.8 million non-cash loss
from the impairment of goodwill.  In the first quarter of 2009, changes in
receivables, employee benefits and accrued incentive compensation increased
operating cash flow when compared to the same prior-year period, partially
offset by a decrease in operating cash flow associated with changes in
accrued liabilities (excluding employee benefits and incentive compensation),
accounts payable, and accrued income taxes.

In the first three months of 2009, receivables provided $37.6 million due
primarily to decreased receivables at the Logistics segment as a result of a
decline in revenues.  In the first three months of 2008, receivables used
$65.9 million due primarily to increased receivables at the Freight segment,
which reflected an increase in the average collection period.

Employee benefits used $2.5 million in the first quarter of 2009 compared to
$22.4 million used in the first quarter of 2008.  The variation in cash used
by employee benefits reflects the change in funding for Con-way's
contributions to its primary defined contribution retirement plan.  In the
first quarter of 2009, certain contributions were made with repurchased
common stock (also referred to as treasury stock), reducing Con-way's cash
contributions by $7.4 million.  The variation also reflects recognition of
net periodic benefit expense for its qualified pension plans in the first
three months of 2009, compared to net periodic benefit income earned in the
same prior-year period.  These decreases in cash used were partially offset
by Con-way's $5.0 million first-quarter 2009 funding contribution to the
qualified pension plans.

Accrued incentive compensation used $10.8 million in the first quarter of
2009, compared to $24.8 million used in the first quarter of 2008.  Changes
in accrued incentive compensation reflect a lower level of payments in the
first quarter of 2009 when compared to the prior-year period.

Cash provided by changes in accrued liabilities decreased to $34.5 million in
the first three months of 2009 from $57.7 million in the first three months
of 2008, due primarily to changes in accrued interest on the 7.25% Senior
Notes issued in December 2007 and changes in the liability for compensated
absences.  In the first quarter of 2009, the liability for compensated
absences decreased as a result of planned salary and wage reductions at the
Freight and Other segments.  In the first quarter of 2008, the liability for
compensated absences increased due to adjustments resulting from a benefit
plan change intended to align the benefits as part of a restructuring
initiative at the Freight segment.

Accrued income taxes provided $4.3 million in the first three months of 2009,
compared to $12.4 million in the same prior-year period.  Changes in accrued
income taxes reflect variations in Con-way's income tax provision (benefit),
as well as a $15.0 million refund of federal income taxes received in the
first quarter of 2009.

Investing Activities

Cash used in investing activities decreased to $21.8 million in the first
three months of 2009, compared to $35.7 million used in the first three
months of 2008 due primarily to a decrease in capital expenditures and a
decrease in cash provided from the conversion of marketable securities.
Capital expenditures in the first three months of 2009 decreased $25.5
million due primarily to a lower 2009 capital-expenditure plan in connection
with Con-way's cash conservation efforts.

Financing Activities

Financing activities used cash of $31.6 million in the first three months of
2009, compared to $25.7 million used in the same period of 2008.  Significant
financing activities in the periods presented primarily include repayment of
debt obligations and dividend payments.  Also, in the first three months of
2008, Con-way received $4.9 million in proceeds from the exercise of options,
while no options were exercised during the first three months of 2009.

Con-way has a $400 million revolving credit facility that matures on
September 30, 2011.  The revolving credit facility is available for cash
borrowings and for the issuance of letters of credit up to $400 million.  At
March 31, 2009, no borrowings were outstanding under Con-way's revolving
credit facility; however, $208.0 million of letters of credit were
outstanding, with $192.0 million of available capacity for additional letters
of credit or cash borrowings.  The revolving facility is guaranteed by
certain of Con-way's material domestic subsidiaries and contains two
financial covenants: (i) a leverage ratio and (ii) a fixed-charge coverage
ratio.  At March 31, 2009, Con-way was in compliance with the revolving
credit facility's financial covenants and expects to remain in compliance
through December 31, 2009 and thereafter.

Con-way had other uncommitted unsecured credit facilities totaling $66.6
million at March 31, 2009, which are available to support borrowings, letters
of credit, bank guarantees, and overdraft facilities.  A total of $30.3
million was outstanding under these facilities at March 31, 2009, leaving
$36.3 million of available capacity.

See "- Forward-Looking Statements" below; Item 1A, "Risk Factors," and Note
8, "Debt and Other Financing Arrangements," of Item 8, "Financial Statements
and Supplementary Data," in Con-way's 2008 Annual Report on Form 10-K for
additional information concerning Con-way's $400 million credit facility and
its other debt instruments.

Contractual Cash Obligations

Con-way's contractual cash obligations as of December 31, 2008 are summarized
in Item 7, "Management's Discussion and Analysis - Liquidity and Capital
Resources - Contractual Cash Obligations," of Con-way's 2008 Annual Report on
Form 10-K.  In the first three months of 2009, there have been no material
changes in Con-way's contractual obligations outside the ordinary course of
business.

Other

In 2009, Con-way anticipates capital and software expenditures of
approximately $65 million, net of asset dispositions, primarily for the
acquisition of tractor and trailer equipment.   Con-way's actual 2009 capital
expenditures may differ from the estimated amount depending on factors such
as availability and timing of delivery of equipment.

Con-way's capital requirements relate primarily to the acquisition of revenue
equipment to support growth and/or replacement of older equipment with newer
late-model equipment.  In funding these capital expenditures and meeting
working-capital requirements, Con-way utilizes various sources of liquidity
and capital, including cash and cash equivalents, cash flow from operations,
credit facilities and access to capital markets.  Con-way may also manage its
liquidity requirements and cash-flow generation by varying the timing and
amount of capital expenditures and by implementing cost-reduction actions.
In March 2009, Con-way announced several measures to reduce costs and
conserve cash.  These measures are detailed in Note 7, "Employee Benefit
Plans," of Item 1, "Financial Statements."

At March 31, 2009, Con-way's senior unsecured debt was rated as investment
grade by Standard and Poor's (BBB-), Fitch Ratings (BBB-), and Moody's
(Baa3).  On April 23, 2009, Standard and Poor's put its ratings of Con-way on
CreditWatch with negative implications due to the effects of the economic
downturn and overcapacity in the less-than-truckload industry sector.



                 Critical Accounting Policies and Estimates
                 ------------------------------------------

The preparation of financial statements in accordance with accounting
principles generally accepted in the U.S. requires management to adopt
accounting policies and make significant judgments and estimates.  In many
cases, there are alternative policies or estimation techniques that could be
used.  Con-way maintains a process to evaluate the appropriateness of its
accounting policies and estimation techniques, including discussion with and
review by the Audit Committee of its Board of Directors and its independent
auditors.  Accounting policies and estimates may require adjustment based on
changing facts and circumstances and actual results could differ from
estimates.  Con-way believes that the accounting policies that are most
judgmental and material to the financial statements are those related to the
following:

       *  Defined Benefit Pension Plans
       *  Self-Insurance Accruals
       *  Income Taxes
       *  Revenue Recognition
       *  Property, Plant and Equipment and Other Long-Lived Assets
       *  Goodwill
       *  Disposition and Restructuring Activities

There have been no significant changes to the critical accounting policies
and estimates disclosed in Con-way's 2008 Annual Report on Form 10-K,
excepted as noted below.

Defined Benefit Pension Plans

Effective April 30, 2009, Con-way amended its primary defined benefit pension
plan to permanently curtail benefits associated with future increases in
employee compensation.  Prior to the amendment, future retirement benefits
considered participants' eligible compensation increases through 2016.  As a
result of this plan change, Con-way will re-measure its plan obligation as of
April 30, 2009.  Following re-measurement, Con-way will be required to make
adjustments to the amounts recognized in the consolidated balance sheets due
to changes in the projected benefit obligation, plan asset values, and
actuarial gains or losses.  The plan change will also affect future amounts
Con-way recognizes as net periodic benefit expense.


                          New Accounting Standards
                          ------------------------

Refer to Note 1, "Principal Accounting Policies," of Item 1, "Financial
Statements," for a discussion of recently issued accounting standards that
Con-way has not yet adopted.


                         Forward-Looking Statements
                         --------------------------

Certain statements included herein constitute "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to a number of risks and uncertainties, and should
not be relied upon as predictions of future events.  All statements other
than statements of historical fact are forward-looking statements, including:

  *  any projections of earnings, revenues, weight, yield, volumes, income or
     other financial or operating items;

  *  any statements of the plans, strategies, expectations or objectives of
     Con-way's management for future operations or other future items;

  *  any statements concerning proposed new products or services;

  *  any statements regarding Con-way's estimated future contributions to
     pension plans;

  *  any statements as to the adequacy of reserves;

  *  any statements regarding the outcome of any legal and other claims and
     proceedings that may be brought against Con-way;

  *  any statements regarding future economic conditions or performance;

  *  any statements regarding strategic acquisitions; and

  *  any statements of estimates or belief and any statements or assumptions
     underlying the foregoing.

Certain such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates" or
"anticipates" or the negative of those terms or other variations of those
terms or comparable terminology or by discussions of strategy, plans or
intentions.  Such forward-looking statements are necessarily dependent on
assumptions, data and methods that may be incorrect or imprecise and there
can be no assurance that they will be realized.  In that regard, certain
important factors, among others and in addition to the matters discussed
elsewhere in this document and other reports and documents filed by Con-way
with the Securities and Exchange Commission, could cause actual results and
other matters to differ materially from those discussed in such forward-
looking statements.  A detailed description of certain of these risk factors
is included in Item 1A, "Risk Factors," of Con-way's 2008 Annual Report on
Form 10-K.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Con-way is exposed to a variety of market risks, including the effects of
interest rates, fuel prices, and foreign-currency exchange rates.

Con-way enters into derivative financial instruments only in circumstances
that warrant the hedge of an underlying asset, liability or future cash flow
against exposure to some form of interest rate, commodity or currency-related
risk.  Additionally, the designated hedges should have high correlation to
the underlying exposure such that fluctuations in the value of the
derivatives offset reciprocal changes in the underlying exposure.  Con-way
held no material derivative financial instruments at March 31, 2009.

Interest Rates

Con-way is subject to the effect of interest-rate fluctuations on the fair
value of its long-term debt and on the amount of interest income earned on
cash-equivalent investments and marketable securities, as more fully
discussed in Item 7A, "Quantitative and Qualitative Disclosures About Market
Risk," of Con-way's 2008 Annual Report on Form 10-K.

Fuel

Con-way is subject to risks associated with the availability and price of
fuel, which are subject to political, economic and market factors that are
outside of Con-way's control.

Con-way would be adversely affected by an inability to obtain fuel in the
future. Although historically Con-way has been able to obtain fuel from
various sources and in the desired quantities, there can be no assurance that
this will continue to be the case in the future.

Con-way may also be adversely affected by the timing and degree of
fluctuations in fuel prices. Currently, Con-way's business units have fuel-
surcharge revenue programs or cost-recovery mechanisms in place with a
majority of customers.  Con-way Freight and Con-way Truckload maintain fuel-
surcharge programs designed to offset or mitigate the adverse effect of
rising fuel prices.  Menlo Worldwide Logistics has cost-recovery mechanisms
incorporated into most of its customer contracts under which it recognizes
fuel-surcharge revenue designed to eliminate the adverse effect of rising
fuel prices on purchased transportation.

Although Con-way Freight's competitors in the less-than-truckload ("LTL")
market also impose fuel surcharges, there is no LTL industry-standard fuel-
surcharge formula. Con-way Freight's fuel-surcharge program, which is based
on a published national index, constitutes only part of Con-way Freight's
overall rate structure.  Con-way Freight generally refers to "base freight
rates" as the collective pricing elements that exclude fuel surcharges.
Accordingly, changes to base freight rates reflect numerous factors such as
length of haul, freight class and weight per shipment, as well as customer-
negotiated adjustments.  Ultimately, the total amount that Con-way Freight
can charge for its services is determined by competitive pricing pressures
and market factors.

Historically, its fuel-surcharge program has enabled Con-way Freight to more
than recover increases in fuel costs and fuel-related increases in purchased
transportation.  As a result, Con-way Freight may be adversely affected if
fuel prices fall and the resulting decrease in fuel-surcharge revenue is not
offset by an equivalent increase in base freight-rate revenue.  Although
lower fuel surcharges may improve Con-way Freight's ability to increase the
freight rates that it would otherwise charge, there can be no assurance in
this regard.  Con-way Freight may also be adversely affected if fuel prices
increase.  Customers faced with fuel-related increases in transportation
costs often seek to negotiate lower rates through reductions in the base
rates and/or limitations on the fuel surcharges charged by Con-way Freight,
which adversely affect Con-way Freight's ability to offset higher fuel costs
with higher revenue.

Con-way Truckload's fuel-surcharge program mitigates the effect of rising
fuel prices but does not always result in Con-way Truckload fully recovering
the increase in its cost of fuel. In part, this is due to fuel costs that
cannot be billed to customers, including costs such as those incurred in
connection with empty and out-of-route miles or when engines are being idled
during cold or warm weather. As with the LTL industry, there is no truckload
industry-standard fuel-surcharge formula.

Con-way would be adversely affected if, due to competitive and market
factors, its business units are unable to continue their current fuel-
surcharge programs and/or cost-recovery mechanisms. In addition, there can be
no assurance that the programs and/or mechanisms utilized by Con-way Freight
and Menlo Worldwide Logistics, as currently maintained or as modified in the
future, will be sufficiently effective to offset increases in the price of
fuel, or that the programs maintained by Con-way Truckload will enable Con-
way Truckload to sufficiently minimize its exposure to fuel-related cost
increases.

Foreign Currency

The assets and liabilities of Con-way's foreign subsidiaries are denominated
in foreign currencies, which create exposure to changes in foreign-currency
exchange rates.  Con-way does not currently use derivative financial
instruments to manage foreign-currency risk.


ITEM 4.  CONTROLS AND PROCEDURES

(a)    Disclosure Controls and Procedures

Con-way's management, with the participation of Con-way's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of Con-
way's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, Con-way's Chief Executive Officer and Chief
Financial Officer have concluded that Con-way's disclosure controls and
procedures are effective as of the end of such period.

(b)   Internal Control Over Financial Reporting

There have not been any changes in Con-way's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, Con-
way's internal control over financial reporting.



                         PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Certain legal proceedings of Con-way are discussed in Note 11, "Commitments
and Contingencies," of Item 1, "Financial Statements."


ITEM 1A.  RISK FACTORS

There are no material changes to the risk factors previously disclosed in
Part 1 Item 1A, "Risk Factors," of Con-way's 2008 Annual Report on Form 10-K.




ITEM 6.  EXHIBITS

Exhibit No.
------------

(10) Material contracts:

     10.1  Amended Executive Severance Agreements (Item 5.02 to Con-way's
           Report on Form 8-K filed on May 6, 2009).*#

(31) Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley
     Act of 2002

(32) Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley
     Act of 2002



* Previously filed with the Securities and Exchange Commission and incorporated
herein by reference.
# Designates a contract or compensation plan for Management and Directors.




                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         Con-way Inc.
                                         --------------
                                         (Registrant)

May 8, 2009                              /s/ Stephen L. Bruffett
                                         -----------------------
                                         Stephen L. Bruffett
                                         Senior Vice President and
                                         Chief Financial Officer