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

                               FORM 10-K

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

For the Fiscal Year Ended December 31, 2001   Commission File Number  1-12149

                 CONSOLIDATED FREIGHTWAYS CORPORATION


                 Incorporated in the State of Delaware
             I.R.S. Employer Identification No. 77-0425334

                16400 S.E. CF Way, Vancouver, WA  98683
                    Telephone Number (360) 448-4000

      Securities Registered Pursuant to Section 12(b) of the Act:

                                                       Name of Each
                                                        Exchange on
        Title of Each Class                          Which Registered

        Common Stock ($.01 par value)                    NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by Section 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 if disclosure of delinquent filers pursuant  to
Item  405  of Regulation S-K is not contained herein, and will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ___X____

Aggregate  market  value of voting stock held  by  persons  other  than
Directors, Officers and those shareholders holding more than 5% of  the
outstanding voting stock, based upon the closing price per share on the
National  Automated  System of the National Association  of  Securities
Dealers Inc. Automated Quotation System on March 31, 2002: $68,037,580.

             Number of shares of Common Stock outstanding
                       as of March 31, 2002: 22,318,790

                  DOCUMENTS INCORPORATED BY REFERENCE

                          Parts I, II and IV


Parts  I,  II  and  IV are incorporated by reference from  Consolidated
Freightways  Corporation's 2001 Annual Report  to  Shareholders.  (Only
those portions referenced herein are incorporated in this Form 10-K.)

                              Part III

Part  III is incorporated by reference from the proxy statement  to  be
filed  in  connection  with  the  Company's  2002  Annual  Meeting   of
Shareholders.  (Only those portions referenced herein are  incorporated
in this Form 10-K.)


                               Page 1


                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 2001

_______________________________________________________________________


                                 INDEX

   Item                                                           Page

                                PART I

     1.     Business                                                3
     2.     Properties                                              8
     3.     Legal Proceedings                                       8
     4.     Submission of Matters to a Vote of Security Holders     9


                                PART II

     5.     Market for the Registrant's Common Stock and
              Related Stockholder Matters                           9
     6.     Selected Financial Data                                 9
     7.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                   9
     7A.    Quantitative and Qualitative Disclosures About
              Market Risk                                           10
     8.     Financial Statements and Supplementary Data             10
     9.     Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                   10


                               PART III

     10.    Directors and Executive Officers of the Registrant      11
     11.    Executive Compensation                                  11
     12.    Security Ownership of Certain Beneficial
              Owners and Management                                 12
     13.    Certain Relationships and Related Transactions          12


                                PART IV

     14.    Exhibits, Financial Statement Schedules and Reports
               on Form 8-K                                          12

     Signatures                                                     13

     Index to Information Incorporated by Reference                 14

     Index to Financial Information                                 15



                             Page 2



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 2001
_______________________________________________________________________


                                PART I

ITEM 1.   BUSINESS

(a) General Development of Business

Consolidated  Freightways  Corporation is a holding  company  that  was
incorporated  in  Delaware in 1996. It is herein  referred  to  as  the
"Registrant" or "Company". The Company was formerly a subsidiary of CNF
Inc.  (the  former  parent)  through December  1,  1996.   The  Company
consists of Consolidated Freightways Corporation of Delaware (CFCD),  a
long-haul  freight  transportation company,  incorporated  in  1958  as
successor to the original trucking company organized in 1929,  and  its
Canadian operations, including Canadian Freightways Ltd., Epic Express,
Milne   &   Craighead,   Interport  Sufferance  Warehouses,   Blackfoot
Logistics,  and other related businesses; CF AirFreight Corporation,  a
non-asset  based  provider  of domestic and international  air  freight
forwarding   and  full  and  less-than-container  load  ocean   freight
transportation; Redwood Systems, Inc., a non-asset based  supply  chain
management  services provider; CF Risk Management, a captive  insurance
company;  and  CF  Funding  LLC, a wholly owned,  consolidated  special
purpose  company.  The  Company primarily provides  less-than-truckload
transportation,  air  freight forwarding and  supply  chain  management
services throughout the United States and Canada, as well as in  Mexico
through a joint venture, and international freight services between the
United States and more than 80 countries.


(b) Financial Information About Industry Segments

The  Company  does  not  present segment disclosures  because  the  air
freight  forwarding, supply chain management and international  freight
service  offerings do not meet the quantitative thresholds of Statement
of  Financial Accounting Standards No. 131 "Disclosures about  Segments
of an Enterprise and Related Information."


(c) Narrative Description of Business

The  Company,  headquartered in Vancouver, Washington, is  the  holding
company  of CFCD, a long-haul freight transportation company  providing
less-than-truckload freight services throughout the United  States  and
Canada, as well as in Mexico through a joint venture, and international
freight  services between the United States and more than 80  countries
through  operating  agreements with ocean carriers  and  a  network  of
international   partners.   Operations   consist   of   an    extensive
transportation  network that typically moves shipments of  manufactured
or  non-perishable processed products having relatively high value  and
requiring  consistent,  expedited service, compared  to  the  bulk  raw
materials  characteristically transported by railroads,  pipelines  and
water  carriers.  Less-than-truckload (LTL) is an industry  designation
for  shipments weighing less than 10,000 pounds.  CFCD is  one  of  the
nation's largest LTL motor carriers in terms of 2001 revenues.

CFCD's  primary  competitors  in the national  LTL  market  are  Yellow
Freight   System,  Inc.,  Roadway  Express,  Inc.  and  Arkansas   Best
Corporation.   CFCD  also competes for LTL freight  with  regional  LTL
motor  carriers, small package carriers, private carriage  and  freight
forwarders.   Competition for freight is based  primarily  upon  price,
service consistency and transit time.


                              Page 3



As  of  December 31, 2001, CFCD operated 37,000 vehicle units including
inter-city  tractors and trailers and pick-up and delivery  units.   It
had  a  network  of 295 freight terminals, metro centers  and  regional
consolidation centers.

There  is a broad diversity in the customers served, size of shipments,
commodities  transported  and  length-of-haul.   No  single   commodity
accounted for more than a small fraction of total revenues.

In  2001,  CFCD operated in excess of 572 million linehaul miles.  Road
equipment consists of one tractor pulling two 28-foot trailers or, to a
limited  extent,  one  semi-trailer or three  28-foot  trailers.   CFCD
operates   daily   schedules  utilizing   relay   drivers   who   drive
approximately eight to ten hours each day and sleeper teams,  which  in
2001,  approximated  20%  of  all linehaul  miles.   Rail  miles  as  a
percentage of total linehaul miles approximated 27%.

CFCD  and  several Canadian subsidiaries serve Canada through terminals
and warehouses in the provinces of Alberta, British Columbia, Manitoba,
New  Brunswick, Nova Scotia, Ontario, Quebec, Saskatchewan and  in  the
Yukon  Territory.  The Canadian subsidiaries utilize 54  terminals  and
warehouses and a fleet of over 1,555 trucks, tractors and trailers.

CFCD serves Mexico through participation in a joint venture, which  was
formed  in  1998.  In 2002, the Company entered into  an  agreement  to
acquire 100% ownership of the businesses operated by the joint venture.
Please  refer  to  Note  3 of the 2001 Annual Report  to  Shareholders,
incorporated  herein  by  reference,  for  a  complete  discussion   of
acquisition.

CF  AirFreight (CFAF) was incorporated in 2000 to acquire substantially
all  of  the assets and liabilities of privately held FirstAir, Inc.,  a
non-asset  based  provider  of domestic and international  air  freight
forwarding   and  full  and  less-than-container  load  ocean   freight
transportation.  CFAF utilizes 12 terminals in the United States and  2
in Europe.

Redwood  Systems,  Inc. (Redwood), incorporated in  1997,  is  a  third
party,  non-asset  based  logistics company providing  complete  supply
chain management services including dedicated contract warehousing  and
carriage,   just-in-time   delivery   and   specialized   time-definite
distribution, information-based logistics services and worldwide multi-
modal  logistics.  Redwood operates 4 warehouses in the  United  States
and 3 in Mexico.

CF  Risk  Management (CFRM) is a captive  insurance  company  that  was
incorporated  in  1999.  Through CFRM, the Company  participates  in  a
reinsurance  pool to reinsure the majority of its workers' compensation
liability.    Please  refer  to Note 2 of the  2001  Annual  Report  to
Shareholders,  incorporated  herein  by  reference,  for   a   complete
discussion of CFRM.

CF  Funding LLC (CFFC) is a wholly owned, consolidated special  purpose
company   that  was  formed  in  2001.   Through  CFFC,   the   Company
participates  in  an  accounts receivable securitization  agreement  to
provide  for working capital and letter of credit needs of the Company.
Please  refer  to  Note  5 of the 2001 Annual Report  to  Shareholders,
incorporated by reference herein, for a complete discussion of CFFC.


Cyclicality and Seasonality

Cyclicality  and  Seasonality: The months  of  September,  October  and
November  of  each year usually have the highest business levels  while
January,  February  and  December  have  the lowest.  The LTL  industry
is  affected  by  seasonal fluctuations, which  affect  the  amount  of
freight to be transported. Freight shipments and operating results  are
also adversely affected by inclement weather conditions.


                               Page 4



Employees

As  of December 31, 2001, 81% of the Company's domestic employees  were
represented  by  various  labor  unions,  primarily  the  International
Brotherhood of Teamsters (IBT). The Company and the IBT are parties  to
the National Master Freight Agreement, which expires on March 31, 2003.
Although the Company believes it will be able to successfully negotiate
a  new contract with the IBT, there can be no assurance that it will be
able to do so, or that work stoppages will not occur, or that the terms
of  any  such  contract will not be substantially less  favorable  than
those  of  the  existing contract, any of which could have  a  material
adverse  effect  on  the Company's financial position  and  results  of
operations.

Labor  costs, including fringe benefits, averaged approximately 66%  of
the  Company's  2001  revenues. The Company had  approximately  18,100,
21,100   and 22,100 employees as of December 31, 2001, 2000  and  1999,
respectively.   The decrease in number of employees  in  2001  reflects
headcount  reductions made by the Company to adjust to  lower  business
levels due to the economic slowdown.


Fuel

The  average fuel cost per gallon, excluding taxes, was $0.866,  $0.947
and  $0.578  for  the  years ended December 31, 2001,  2000  and  1999,
respectively.  The Company's rules tariff allows for a  fuel  surcharge
when  the  average  cost per gallon of on-highway diesel  fuel  exceeds
$1.10,  including  tax,  as  determined  from  the  Energy  Information
Administration  of  the  Department of Energy's publication  of  weekly
retail  on-highway diesel prices. This provision of  the  rules  tariff
became effective in July 1999 and remains in effect. However, there can
be  no  assurance  that  the  Company will be  able  to  maintain  this
surcharge  or  successfully implement such surcharges  in  response  to
increased fuel costs in the future.


Federal and State Regulation

Regulation of motor carriers has changed substantially in the  last  22
years.  The  process started with the Motor Carrier Act of 1980,  which
allowed  easier  access  to  the industry by  new  trucking  companies,
removed   many  restrictions  on  expansion  of  services  by  existing
carriers,  and  increased price competition by narrowing the  antitrust
immunities   available   to   the  industry's   collective   ratemaking
organizations.  This  deregulatory trend was  continued  by  subsequent
legislation  in 1982, 1986, 1993 and 1994. The process culminated  with
federal  pre-emption of most economic regulation of intrastate trucking
services  by  state  agencies  effective  January  1,  1995,  and  with
legislation  that  terminated the Interstate Commerce Commission  (ICC)
effective January 1, 1996.

Currently, the motor carrier industry is subject to specialized federal
regulation by a variety of agencies, including several which are  units
of  the  United States Department of Transportation (DOT).  Within  the
DOT,  the  Federal  Motor  Carrier Safety  Administration  (FMCSA)  has
inherited  certain  areas of jurisdiction from  the  ICC.  These  areas
relate  chiefly  to  motor carrier registration,  cargo  and  liability
insurance documentation, rules for extension of credit to motor carrier
customers,  and rules for leasing of equipment by motor  carriers  from
owner-operators.   The  majority  of FMCSA's  resources,  however,  are
devoted  to  enforcement of comprehensive trucking  safety  regulations
relating  to driver qualifications, drivers' hours of service,  safety-
related  equipment  requirements, vehicle inspection  and  maintenance,
analysis   of   and   record-keeping   for   accidents,   and   highway
transportation  of  hazardous materials.  As the Company  expands  into
modes  of  transportation other than trucking, it faces  regulation  by
additional   units  of  DOT.   For  example,  CFCD  must  comply   with
regulations of the Federal Railroad Administration and the Coast Guard,
respectively,  to  the  extent that it arranges to  move  shipments  of
hazardous materials in rail "piggyback" (trailer-on-flatcar) service or
in  oceangoing  cargo  containers.  Compliance with hazardous-materials
and   cargo-security   regulations  of  the  DOT's   Federal   Aviation
Administration is required when CF AirFreight tenders shipments to  air
carriers.


                             Page 5



The  Company  also  faces specialized regulation  by  federal  agencies
outside  the  DOT,  especially as its international operations  expand.
CFCD's  ocean freight consolidation services are subject to  regulation
by  the Federal Maritime Commission, and its use of foreign-based truck
equipment and drivers for operations on U.S. territory is restricted by
regulations   of   the   Customs  Service  and  the   Immigration   and
Naturalization Service, respectively.  The Company also is  subject  to
federal  regulations of general applicability in such  areas  as  labor
relations,  employee  benefits, occupational safety  and  environmental
matters.

At the state level, federal pre-emption of economic regulation does not
prevent  the  states  from  regulating motor vehicle  safety  on  their
highways.  In  addition,  federal  law  allows  all  states  to  impose
insurance  requirements  on motor carriers conducting  business  within
their  borders,  and  empowers most states to  require  motor  carriers
conducting interstate operations through their territory to make annual
filings verifying that they hold appropriate registrations from  FMCSA.
Motor  carriers also must pay state fuel taxes and vehicle registration
fees,  which normally are apportioned on the basis of mileage  operated
in each state.


Canadian Regulation

Although the provinces in Canada have regulatory authority over  intra-
provincial   operations  of  motor  carriers,  they  have  elected   to
substantially  eliminate intra-provincial economic  regulation  of  the
general  freight trucking industry. Nonetheless, the Canadian provinces
have  implemented increasingly rigorous safety regulations of  trucking
services.   These  regulations are applicable to both  extra-provincial
and intra-provincial operations of motor carriers.


Mexican Regulation and Market Access

Mexico  has a centralized system for registration and safety regulation
of  motor  carriers  through its federal Secretariat  of  Commerce  and
Transportation  (SCT).  The Company's participation  in  transportation
services  between  the United States and Mexico has  been  accomplished
through  a  joint venture with Mexican investors. However, as discussed
above,  the  Company  is  acquiring 100% ownership  of  the  businesses
operated by the joint venture.


                             Page 6



General

The  research  and  development  activities  of  the  Company  are  not
significant.

During  2001, 2000 and 1999 there was no single customer of the Company
that accounted for 10% or more of consolidated revenues.

The  Company is subject to Federal, state and local environmental  laws
and  regulations relating to, among other things, contingency  planning
for  spills  of  petroleum products, and its  disposal  of  waste  oil.
Additionally, the Company is subject to significant regulations dealing
with  underground fuel storage tanks. The Company stores  some  of  its
fuel for its trucks and tractors in 228 underground tanks located in 36
states.  The Company believes that it is in substantial compliance with
all  such  environmental laws and regulations and is not aware  of  any
leaks  from  such  tanks that could reasonably be expected  to  have  a
material  adverse effect on the Company's business, financial  position
or  results  of  operations.  However, there can be no assurances  that
environmental  matters  existing  with  respect  to  the  Company,   or
compliance by the Company with laws relating to environmental  matters,
will  not  have  a  material adverse effect on the Company's  business,
financial position or results of operations.

The  Company has in place policies and methods designed to conform with
these regulations. The Company estimates that capital expenditures  for
upgrading  underground tank systems and costs associated with  cleaning
activities for 2002 will not be material.

The  Company  has  received  notices from the Environmental  Protection
Agency  (EPA)  and others that it has been identified as a  potentially
responsible party (PRP) under the Comprehensive Environmental  Response
Compensation  and  Liability Act (CERCLA) or other  Federal  and  state
environmental statutes at various Superfund sites. Under CERCLA,  PRP's
are jointly and severally liable for all site remediation and expenses.
Based upon the advice of local environmental attorneys and cost studies
performed by environmental engineers hired by the EPA (or other Federal
or  State agencies), the Company believes its obligations with  respect
to such sites would not have a material adverse effect on its financial
position or results of operations.


(d)  Financial  Information About Foreign and Domestic  Operations  and
     Export Sales

Geographic information is summarized in Note 11 on page 23 of the  2001
Annual Report to Shareholders and is incorporated herein by reference.


                                Page 7


ITEM 2.  PROPERTIES

The  following  summarizes the terminals, freight service  centers  and
warehouses  operated by the Company or its subsidiaries as of  December
31, 2001. These major facilities generally consist of a large dock with
loading  doors,  a small office and a large yard for  the  movement  of
tractors and trailers in the normal business operations. As the Company
continues  to  invest in its infrastructure to become more  competitive
and efficient, some terminals will be consolidated and others expanded.

                         Owned     Leased    Total

                          217       153       370

The  following table sets forth the location and square footage of  the
principal facilities operated by the Company or its subsidiaries:

                      Location               Square Footage
               (c)  Rancho Cucamonga, CA         419,064
               (c)  Guadalajara, Mexico          369,750
                    Mira Loma, CA                280,672
                    Chicago, IL                  231,159
                    Carlisle, PA                 151,100
                    Kansas City, MO              131,916
               (d)  Edmonton, Alberta, Canada    121,415
                    Memphis, TN                  118,745
               (e)  Nashville, TN                118,622
               (a)  Indianapolis, IN             109,460
               (e)  Orlando, FL                  101,557
                    South Chicago, IL             98,738
               (c)  St. Petersburg, FL            95,812
               (d)  Vancouver, British Columbia,
                      Canada                      95,725
             (a)(e) Minneapolis, MN               94,890
                    Charlotte, NC                 89,204
                    St. Louis, MO                 88,640
               (e)  Laredo, TX                    87,136
                    Akron, OH                     82,494
                    Sacramento, CA                81,286
                    Atlanta, GA                   77,920
                    Houston, TX                   77,346
                    Dallas, TX                    75,358
                    Buffalo, NY                   73,380
                    Brooklyn, NY                  70,695
               (e)  Milwaukee, WI                 70,661
                    Philadelphia, PA              70,620
               (e)  Salt Lake City, UT            68,480
                    Seattle, WA                   59,720
               (e)  Phoenix, AZ                   58,200
               (d)  Toronto, Ontario, Canada      53,431
               (b)  Springfield, MA               51,760

(a) Facility  partially  or wholly financed through  the  issuance  of
      industrial revenue bonds.
(b) Property is leased from a subsidiary of CNF Inc. through December 1, 2005.
(c) Dedicated contract warehouse and distribution facility operated by Redwood.
(d) Property is owned by one of the Company's Canadian subsidiaries.
(e) Property serves as collateral under one of the Company's financing
       agreements.



ITEM 3.   LEGAL PROCEEDINGS

The  legal  proceedings  of  the Company  are  summarized  in  Item  8.
Discussions of certain environmental matters are presented in  Items  1
and 7.


                           Page 8



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                PART II


ITEM  5.  MARKET  FOR  THE  REGISTRANT'S  COMMON  STOCK  AND  RELATED
            STOCKHOLDER MATTERS

The  Company's Common Stock is listed for trading on the  NASDAQ  Stock
Market's National Market.  The Company's Common Stock began trading  on
December  3,  1996.  The quarterly ranges of the market  price  of  the
Company's  Common Stock during the period January 1, 2000  to  December
31, 2001 are presented in the "Quarterly Financial Data" on page 26  of
the  2001 Annual Report to Shareholders and are incorporated herein  by
reference. Currently there are no cash dividends paid on the  Company's
Common  Stock.  The Company is prohibited from paying  dividends  under
certain  of  its  current financing agreements.  The  Company's  future
dividend  policy  will  be  dependent  on  the  circumstances  then  in
existence.   There can be no assurance, however, that the Company  will
pay any cash dividends on its Common Stock in the future.

Under  the  current stock repurchase plan authorized by  the  Board  of
Directors,  the  Company is authorized to repurchase $19.5  million  of
stock.  However, the Company is prohibited from repurchasing its  stock
by certain of its current financing agreements.

As  of  December 31, 2001, there were 32,000 holders of record  of  the
common stock ($.01 par value) of the Company.


ITEM 6. SELECTED FINANCIAL DATA

The  Selected  Financial Data is presented in the "Five Year  Financial
Summary"  on page 27 of the 2001 Annual Report to Shareholders  and  is
incorporated herein by reference.


ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results
of  Operations  is presented on pages 9 through 12 of the  2001  Annual
Report to Shareholders and is incorporated herein by reference.

Certain  statements  included  or  incorporated  by  reference   herein
constitute  "forward-looking statements" within the meaning of  Section
27A  of the Securities Act of 1933, as amended, and Section 21E of  the
Securities  Exchange  Act of 1934, as amended, and  are  subject  to  a
number of risks and uncertainties.  Any such forward-looking statements
included or incorporated by reference herein should not be relied  upon
as   predictions   of  future  events.   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,"  "pro  forma,"  "estimates,"  or
"anticipates"  or the negative thereof or other variations  thereof  or
comparable  terminology,  or  by  discussions  of  strategy,  plans  or
intentions.  Such forward-looking statements are necessarily  dependent
on  assumptions, data or methods that may be incorrect or imprecise and
they may be incapable of being realized.  In that regard, the following
factors,  among others, and in addition to matters discussed  elsewhere
herein  and in documents incorporated by reference herein, could  cause
actual  results and other matters to differ materially  from  those  in
such  forward-looking statements: general economic conditions;  general
business  conditions  of customers served and other  shifts  in  market
demand;  increases  in domestic and international competition;  pricing
pressures,  rate  levels  and capacity in the  motor-freight  industry;
future operating costs such as employee wages and benefits, fuel prices
and   workers   compensation   and  self-insurance   claims;   weather;
environmental  and  tax  matters; changes in  governmental  regulation;
technology   costs;  legal  claims;  timing  and  amount   of   capital
expenditures;  and  failure  to execute operating  plans,  freight  mix
adjustment  plans, yield improvements efforts, process  and  operations
improvements,  cost  reduction efforts, customer  service  initiatives;
pension  funding  requirements; and financing needs  and  availability.
As  a  result of the foregoing, no assurance can be given as to  future
results of operations or financial condition.



                          Page 9


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative  and  qualitative  disclosures  about  market   risk   are
presented on page 10 of the 2001 Annual Report to Shareholders and  are
incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The   Consolidated  Financial  Statements  and  Auditors'  Report   are
presented  on  pages  13  through 27  of  the  2001  Annual  Report  to
Shareholders  and are incorporated herein by reference.  The  unaudited
quarterly  financial data is included on page 26  of  the  2001  Annual
Report to Shareholders and is incorporated herein by reference.


ITEM  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL  DISCLOSURE

None.


                           Page 10


                               PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  identification of the Company's Directors is presented on pages  2
through 4 of the
Company's 2002 Proxy Statement and those pages are incorporated  herein
by reference.

The  Executive Officers of the Company, their ages at December 31, 2001
and their applicable business experience are as follows:

Patrick  H.  Blake, 52, President and Chief Executive  Officer  of  the
Company  and  Chairman and Chief Executive Officer of  CFCD  since  May
2000.   Mr.  Blake  previously  served as Executive  Vice  President  -
Operations and Chief Operating Officer of the Company and President and
Chief  Operating  Officer of CFCD since May 1999.  From  December  1996
through  May  1999,  Mr.  Blake served as Executive  Vice  President  -
Operations  of the Company and as Executive Vice President - Operations
of  CFCD  since July 1994.  He was Vice President - Eastern  Region  of
CFCD from 1992-1994 and a Division Manager from 1985-1992.

Wayne  M.  Bolio, 45, Vice President - Human Resources of  the  Company
since  March  2000. From April 1997 through February  2000,  Mr.  Bolio
served as Assistant General Counsel for the Company and was responsible
for  its  labor  and  employment legal matters. Prior  to  joining  the
Company  in  April  1997,  he  was  an attorney  for  Southern  Pacific
Transportation  Company from 1991, most recently as  Assistant  General
Counsel from 1993.

Martin W. Larson, 44, Senior Vice President - Sales and Marketing since
September  2001.   Mr.  Larson previously served as  Chief  Information
Officer since June 2001 and Vice President of eCommerce since September
2000.   Prior  to that, Mr. Larson served as Director of eCommerce  and
Marketing Technology since June 1999 and Marketing Manager since 1995.

Stephen  D. Richards, 58, Senior Vice President and General Counsel  of
the Company since December 1996.  Mr. Richards served as Vice President
and General Counsel of CFCD since September 1995. He was Deputy General
Counsel of the former parent for the preceding four years.

Thomas  A.  Paulsen, 58, Executive Vice President and  Chief  Operating
Officer  of  the Company and President and Chief Operating  Officer  of
CFCD  since  May  2000.  Mr. Paulsen previously served as  Senior  Vice
President - Operations of CFCD from August 1998 through May 2000.   Mr.
Paulsen was a Vice President of CFCD from March 1985 to July 1998.

Robert  E.  Wrightson, 62, Executive Vice President and Chief Financial
Officer  of  the  Company  since July 2000.  Mr.  Wrightson  previously
served  as  Senior Vice President and Controller of the  Company  since
December 1996 and as Senior Vice President and Controller of CFCD since
July 1994.  Prior to joining CFCD, he was Vice President and Controller
of the former parent, assuming that position in 1989.


                            Page 11



ITEM 11. EXECUTIVE COMPENSATION

The  required information for Item 11 is presented on pages 13  through
19 of the Company's 2002 Proxy Statement, and is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The required information for Item 12 is included on pages 9 through  11
of  the  Company's 2002 Proxy Statement and is incorporated  herein  by
reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

                           PART IV

ITEM  14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON  FORM 8-K

(a)  Financial Statements and Exhibits Filed

   1.   Financial Statements
         See Index to Financial Information.

   2.   Financial Statement Schedules
         See Index to Financial Information.

   3.   Exhibits
         See Index to Exhibits.

(b)  Reports on Form 8-K

      A Form 8-K was filed on October 25, 2001 disclosing a $50 million
revolving credit facility secured by the Company.  Please refer to Note
5  of  the  2001 Annual Report to Shareholders, incorporated herein  by
reference, for a complete discussion of this agreement.



                               Page 12



                              SIGNATURES

Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange  Act  of 1934, the Registrant has duly caused this  Form  10-K
Annual  Report to be signed on its behalf by the undersigned, thereunto
duly authorized.


April 11, 2002                     CONSOLIDATED FREIGHTWAYS CORPORATION
                                               (Registrant)

                                   By:/s/Robert E. Wrightson
                                      Robert E. Wrightson
                                      Executive Vice President and
                                        Chief Financial Officer


Pursuant  to the requirements of the Securities Exchange Act  of  1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.



April 11, 2002                    /s/Patrick H.  Blake
                                    Patrick H. Blake
                                    President, Chief Executive Officer
                                      and Director

April 11, 2002                   /s/Robert  E.  Wrightson
                                   Robert E. Wrightson
                                   Executive Vice President and
                                    Chief Financial Officer


April 11, 2002                   /s/James  R.  Tener
                                   James R. Tener
                                   Vice President and Controller


April 11, 2002                   /s/William D. Walsh
                                   William D. Walsh, Chairman of the Board


April 11, 2002                    /s/G. Robert Evans
                                   G. Robert Evans, Director


April 11, 2002                    /s/Paul  B.  Guenther
                                   Paul B. Guenther, Director


April 11, 2002                    /s/Henry C. Montgomery
                                   Henry C. Montgomery, Director


                           Page 13



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 2001

_______________________________________________________________________


            INDEX TO INFORMATION INCORPORATED BY REFERENCE

Consolidated Freightways Corporation and Subsidiaries

The  following  items  are incorporated herein by  reference  from  the
Company's  2001  Annual Report to Shareholders.   The  page  references
refer to the Annual Report to Shareholders.

                      Item                                        Page

Item 1(c). Narrative Description of Business                     17, 19

Item 1(d). Financial Information About Foreign and Domestic
            Operations and Export Sales                            23

Item 5.    Market for the Registrant's Common Stock and
            Related Stockholder Matters                            26

Item 6.    Selected Financial Data                                 27

Item 7.    Management's Discussion and Analysis of Financial
            Condition and Results of Operations                   9-12

Item 7A.   Quantitative and Qualitative Disclosures About
            Market Risk                                            10

Item 8.    Financial Statements and Supplementary Data           13-27



The  following  items  are incorporated herein by  reference  from  the
Company's 2002 Proxy Statement. The page references refer to the  Proxy
Statement.


                        Item                                     Page

Item 10.   Directors and Executive Officers of the Registrant     2-4

Item 11.   Executive Compensation                               13-19

Item 12.   Security Ownership of Certain Beneficial Owners
            and Management                                       9-11



                           Page 14



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 2001

_______________________________________________________________________


                    INDEX TO FINANCIAL INFORMATION

Consolidated Freightways Corporation and Subsidiaries

The   following  Consolidated  Financial  Statements  of   Consolidated
Freightways Corporation and Subsidiaries appearing on pages 13  through
27 of the Company's 2001 Annual Report to Shareholders are incorporated
herein by reference:

     Consolidated Balance Sheets - December 31, 2001 and 2000

      Statements of Consolidated Operations - Years Ended December  31,
        2001, 2000 and 1999

      Statements of Consolidated Cash Flows - Years Ended December  31,
        2001, 2000 and 1999

      Statements  of Consolidated Shareholders' Equity  -  Years  Ended
        December 31, 2001, 2000 and 1999

      Notes to Consolidated Financial Statements

      Report of Independent Public Accountants


In  addition to the above, the following consolidated financial information
is filed as part of this Form 10-K:

                                                             Page

     Consent of Independent Public Accountants                16

     Report of Independent Public Accountants                 16

     Schedule II - Valuation and Qualifying Accounts          17


The  other  schedules  have been omitted because either  (1)  they  are
neither  required  nor applicable or (2) the required  information  has
been  included  in  the  consolidated  financial  statements  or  notes
thereto.


                                Page 15


                               SIGNATURE

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As   independent   public  accountants,  we  hereby  consent   to   the
incorporation of our reports included and incorporated by reference  in
this  Form 10-K, into Consolidated Freightways Corporation's previously
filed Registration Statement File Nos. 333-16851, 333-16835, 333-25167,
333-95859, 333-85775, 333-95861 and 333-42456.


                                  /s/Arthur Andersen LLP
                                   ARTHUR ANDERSEN LLP


Portland, Oregon,
  April 12, 2002




               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors of
Consolidated Freightways Corporation:

We  have  audited  in  accordance  with  auditing  standards  generally
accepted  in  the United States, the consolidated financial  statements
included  in Consolidated Freightways Corporation's 2001 Annual  Report
to  Shareholders incorporated by reference in this Form 10-K, and  have
issued our report thereon dated April 12, 2002. Our audit was made  for
the purpose of forming an opinion on those statements taken as a whole.
The  Schedule  on  page  17  is  the responsibility  of  the  Company's
management  and  is  presented for the purpose of  complying  with  the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements  and,
in  our  opinion, fairly states in all material respects the  financial
data  required  to  be  set  forth therein in  relation  to  the  basic
financial statements taken as a whole.

                                        /s/Arthur Andersen LLP
                                          ARTHUR ANDERSEN LLP

Portland, Oregon,
  April 12, 2002


                               Page 16



                                SCHEDULE II

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                     VALUATION AND QUALIFYING ACCOUNTS
                    THREE YEARS ENDED DECEMBER 31, 2001
                               (In thousands)

DESCRIPTION

ALLOWANCE FOR DOUBTFUL ACCOUNTS



          BALANCE AT  CHARGED TO  CHARGED TO                  BALANCE AT
          BEGINNING   COSTS AND     OTHER                       END OF
          OF PERIOD    EXPENSES    ACCOUNTS   DEDUCTIONS        PERIOD

2001       $12,887     $24,044    $      --   $(25,304)(a)       $11,627


2000       $13,340     $18,468    $      --   $(18,921)(a)       $12,887


1999       $11,413     $18,166    $      --   $(16,239)(a)       $13,340



(a)  Accounts written off net of recoveries.



DEFERRED TAX VALUATION



          BALANCE AT  CHARGED TO  CHARGED TO                  BALANCE AT
          BEGINNING   COSTS AND     OTHER                       END OF
          OF PERIOD    EXPENSES    ACCOUNTS   DEDUCTIONS        PERIOD

2001      $     --     $39,620    $     --    $      --          $39,620


2000      $     --     $    --    $     --    $      --          $    --


1999      $     --     $    --    $     --    $      --          $    --



                                Page 17


                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

Exhibit No.

(2)    Plan of acquisition, reorganization, arrangement, liquidation or
         succession:
       2.1  Distribution Agreement between Consolidated Freightways
            Corporation and Consolidated Freightways, Inc., dated
            November 25, 1996. (Exhibit 2.1 to the Company's Form 8-K dated
            March 12, 1997.) (*)

(3)    Articles of incorporation and bylaws:
       3.1  Amended and Restated Certificate of Incorporation of Consolidated
            Freightways Corporation. (Exhibit 3.1 to the Company's Form 10
            filed October 2, 1996.) (*)
       3.2  Amended and Restated Bylaws of Consolidated Freightways
            Corporation. (Exhibit 3.2 to the Company's Form 10-K for the
            year ended December 31, 1998.) (*)

(10)   Material Contracts:
       10.1  Alternative Dispute Resolution Agreement Between Consolidated
             Freightways Corporation and Consolidated Freightways, Inc., dated
             as of December 2, 1996. (Exhibit 10.2 to the Company's Form 8-K
             dated March 12, 1997.) (*)
       10.2  Employee Benefit Matters Agreement between Consolidated
             Freightways Corporation and Consolidated Freightways, Inc., dated
             as of December 2,   1996. (Exhibit 10.3 to the Company's Form 8-K
             dated March 12, 1997.) (*)
       10.3  Tax Sharing Agreement between Consolidated Freightways
             Corporation and  Consolidated Freightways, Inc., dated as of
             December 2, 1996. (Exhibit 10.4 to the Company's Form 8-K dated
             March 12, 1997.) (*)
       10.4  Reimbursement and Indemnification Agreement between
             ConsolidatedFreightways Corporation of Delaware and Consolidated
             Freightways,Inc., dated as of October 1, 1996. (Exhibit 10.5 to
             the Company's Form 8-Kdated March 12, 1997.) (*)
       10.5  Consolidated Freightways Corporation 1996 Stock Option and
             Incentive   Plan. (Exhibit 10.6 to the Company's Form 10 filed
             October 2, 1996)(*)(#)
       10.6  Consolidated Freightways Corporation 1996 Restricted Stock Award
             Agreements. (Exhibit 10.8 to the Company's Form 10-K for the year
             ended December 31, 1996.) (*)(#)
       10.7  Consolidated Freightways Corporation Supplemental Executive
             Retirement Plan. (Exhibit 10.11 to the Company's Form 10-K for
             the year ended December 31, 1996.) (*)(#)
       10.8  Reimbursement and Security Agreement dated July 3, 1997 between
             Consolidated Freightways Corporation and CNF Transportation Inc.
             (Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
             June 30, 1997.)(*)
       10.9  Consolidated Freightways Corporation 1999 Equity Incentive Plan
             and Forms of Stock Options Agreements. (Exhibit 10.3 to the
             Company's Form 10-Q for the quarter ended June 30, 1999.) (*)(#)
       10.10 Form of Restricted Stock Award and Deferral Agreement under
             the 1999 Equity Incentive Plan.  (Exhibit 4.5 to the Company's
             Registration Statement on Form S-8 dated August 23, 1999,
             File No 333-85775.) (*)(#)
       10.11 Consolidated Freightways Corporation Non-Employee Directors'
             Equity Plan and Form of Stock Option Agreement. (Exhibit 10.4
             to the Company's Form 10-Q for the quarter ended June 30,
             1999.) (*)(#)


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


                                Page 18


                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

Exhibit No.

      10.12 Employment Agreements with Senior Management. (Exhibits 10.21
            to the Company's Form 10-K for the year ended December 31, 1998
            and 10.1 to the Company Form 10-Q for the quarter ended June 30,
            1999.) (*)(#)
      10.13 Consolidated Freightways Corporation Management Change-of-Control
            Plan. (Exhibit 10.22 to the Company's Form 10-K for the year ended
            December 31, 1998.) (*)(#)
      10.14 Settlement Agreement and Mutual Release of Claims between
            Consolidated Freightways Corporation and W. Roger Curry dated
            April 14, 2000. (Exhibit 10.1 to the Company's Form 10-Q for
            the quarter ended March 31, 2000)(*)(#)
      10.15 Agreement Resolving Certain Maters under the Tax Sharing Agreement
            between CNF Transportation Inc. and Consolidated Freightways.
            (Filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter
            ended June 30, 2000)(*)
      10.16 CF AirFreight Savings Plan (Exhibit 4.3 to the Company's
            Registration Statement on Form S-8 dated July 28, 2000,
            File No 333-42456.) (*)(#)
      10.17 Employment Agreements with Senior Management. (Exhibit 10.24 to the
            Company's Form 10-K for the year ended December 31, 2000)(*)(#)
      10.18 Consolidated Freightways Corporation Deferred Compensation Plan for
            Executives. (Exhibit 10.26 to the Company's Form 10-K for the year
            ended December 31, 2000) (*)(#)
      10.19 Receivables Sale and Contribution Agreement dated April 27, 2001
            between Consolidated Freightways Corporation of Delaware, as
            Originator, and CF Funding LLC, as Buyer. (Exhibit 10.1 to the
            Company's Form 10-Q for the quarter ended June 30, 2001.)(*)
      10.20 Receivables Funding Agreement dated April 27, 2001 between CF
            Funding LLC, as Borrower, Redwood Receivables Corporation, as
            Conduit Lender, and General Electric Capital Corporation, as
            Committed Lender and Administrative Agent. (Exhibit 10.1 to
            the Company's Form 10-Q for the quarter ended June 30, 2001.)(*)
      10.21 Servicing Agreement dated April 27, 2001 between CF Funding LLC,as
            Borrower, Consolidated Freightways Corporation of Delaware, as
            Servicer,
            Redwood Receivables Corporation, as Conduit Lender, and General
            Electric Capital Corporation, as Committed Lender and
            Administrative Agent. (Exhibit 10.1 to the Company's Form 10-Q
            for the quarter ended June 30, 2001.)(*)
      10.22 Letter of Credit Agreement dated April 27, 2001 between
            Consolidated Freightways Corporation, as Debtor, and General
            Electric Capital Corporation, as Creditor. (Exhibit 10.1 to the
            Company's Form 10-Q for the quarter ended June 30, 2001.)(*)
      10.23 First Amendment, dated May 2001, to the Letter of Credit Agreement
            between Consolidated Freightways Corporation and General Electric
            Capital Corporation dated April 27, 2001. (Exhibit 10.1 to the
            Company's Form 10-Q for the quarter ended June 30, 2001.)(*)
      10.24 First Amendment, dated May 2001, to the Securitization Agreement
            between Consolidated Freightways Corporation and General Electric
            Capital Corporation dated April 27, 2001. (Exhibit 10.1 to the
            Company's Form 10-Q for the quarter ended June 30, 2001.)(*)


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

                                Page 19


                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

Exhibit No.

      10.25 Second Amendment, dated July 19, 2001, to the Letter of Credit
            Agreement between Consolidated Freightways Corporation and
            General Electric Capital Corporation dated April 27, 2001.
            (Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
            June 30, 2001.)(*)
      10.26 Second Amendment, dated July 19, 2001, to the Securitization
            Agreement between Consolidated Freightways Corporation and
            General Electric Capital Corporation dated April 27, 2001.
            (Exhibit 10.1 to the Company's Form  10-Q for the quarter ended
            June 30, 2001.)(*)
      10.27 Third Amendment, dated August 13, 2001, to the Letter of Credit
            Agreement between Consolidated Freightways Corporation and
            General Electric Capital Corporation dated April 27, 2001.
            (Exhibit 10.1 to the Company's Form  10-Q for the quarter ended
            June 30, 2001.)(*)
      10.28 Third Amendment, dated August 13, 2001, to the Securitization
            Agreement between Consolidated Freightways Corporation and
            General Electric Capital Corporation dated April 27, 2001.
            (Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
            June 30, 2001.)(*)
      10.29 Fourth Amendment, dated October 18, 2001, to the Letter of Credit
            Agreement between Consolidated Freightways Corporation and General
            Electric Capital Corporation dated April 27, 2001. (Exhibit 10.1
            to the Company's Form 10-Q for the quarter ended September 30,
            2001.)(*)
      10.30 Fourth Amendment, dated October 18, 2001, to the Securitization
            Agreement between Consolidated Freightways Corporation and General
            Electric Capital Corporation dated April 27, 2001. (Exhibit
            10.2 to the Company's Form 10-Q for the quarter ended
            September 30, 2001.)(*)
      10.31 Fifth Amendment, dated October 24, 2001, to the Letter of Credit
            Agreement between Consolidated Freightways Corporation and General
            Electric Capital Corporation dated April 27, 2001. (Exhibit 10.3
            to the Company's Form 10-Q for the quarter ended September 30,
            2001.)(*)
      10.32 Fifth Amendment, dated October 24, 2001, to the Securitization
            Agreement between Consolidated Freightways Corporation and General
            Electric Capital Corporation dated April 27, 2001. (Exhibit 10.4
            to the Company's Form 10-Q for the quarter ended September 30,
            2001.)(*)
      10.33 Credit Agreement dated October 24, 2001 among Consolidated
            Freightways Corporation, as Borrower and General Electric Capital
            Corporation, as Lender.  (Exhibit 99.1 to the Company's 8-K dated
            as October 25, 2001.)(*)
      10.34 First Amendment, dated November 2, 2001, to the Credit Agreement
            among Consolidated Freightways Corporation, as Borrower and General
            Electric Capital, as Lender, dated October 24, 2001.
      10.35 Second Amendment, dated November 9, 2001, to the Credit Agreement
            among Consolidated Freightways Corporation, as Borrower and
            General Electric Capital, as Lender, dated October 24, 2001.
      10.36 Third Amendment, dated November 20, 2001, to the Credit Agreement
            among Consolidated Freightways Corporation, as Borrower and
            General Electric Capital, as Lender, dated October 24, 2001.
      10.37 Fourth Amendment, dated December 17, 2001, to the Credit Agreement
            among  Consolidated Freightways Corporation, as Borrower and
            General Electric Capital, as Lender, dated October 24, 2001.
      10.38 Sixth Amendment, dated December 21, 2001, to the Letter of Credit
            Agreement between Consolidated Freightways Corporation and General
            Electric Capital Corporation dated April 27, 2001.


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


                                Page 20



                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

Exhibit No.

     10.39  Sixth Amendment, dated December 17, 2001, to the Securitization
            Agreement between Consolidated Freightways Corporation and General
            Electric Capital Corporation dated April 27, 2001.
     10.40  Employment Agreements with Senior Management. (#)

(13) Annual Report to Security Holders:

       Consolidated  Freightways  Corporation  2001  Annual  Report  to
Shareholders.  (Only those portions referenced herein are  incorporated
in  this Form 10-K. Other portions such as the "Letter to Shareholders"
are not required and therefore not "filed" as part of this Form 10-K.)


(21) Subsidiaries of the Company


(23) Consents of Experts and Counsel

       (23.1)  Consent  of  Arthur  Andersen  LLP,  independent  public
               accountants (included on page 16 with the auditor's report
               in this Annual Report on Form 10-K)

(99) Additional Documents

     (99.1) Confirmation of representations received from Arthur Andersen LLP


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