Exhibit 10.37


              FOURTH AMENDMENT TO CREDIT AGREEMENT

          THIS   FOURTH  AMENDMENT  TO  CREDIT  AGREEMENT   (this
"Amendment"),  is made and entered into as of December  17,  2001
(the  "Effective Date"), by and between CONSOLIDATED  FREIGHTWAYS
CORPORATION,  a  Delaware  corporation  ("Borrower"),  the  other
Credit Parties signatory to the Credit Agreement described  below
(collectively, together with the Borrower, the "Credit  Parties")
and  GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender").

                       W I T N E SS E T H:

          WHEREAS, Borrower, the other Credit Parties and  Lender
are parties to that certain Credit Agreement, dated as of October
24,  2001 (as amended to the date hereof, the "Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall   have  the  meanings  given  such  terms  in  the   Credit
Agreement),  pursuant  to  which Lender  has  committed  to  make
certain loans to Borrower upon the terms and conditions set forth
therein; and

          WHEREAS, Borrower, the other Credit Parties and  Lender
desire  to  modify  the Credit Agreement in certain  respects  in
accordance with and subject to the terms and conditions set forth
herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby  acknowledged,  Borrower, the  other  Credit  Parties  and
Lender  do  hereby agree that all capitalized terms  used  herein
shall  have the meanings ascribed thereto in the Credit Agreement
(except as otherwise expressly defined or limited herein) and  do
hereby further agree as follows:

          1.    Amendments to the Credit Agreement.   Subject  to
the  terms  and  conditions of this Amendment, including  without
limitation the fulfillment of the conditions precedent  specified
in  Section  6 below, the Credit Agreement is hereby  amended  as
follows:


               (A)   Section  5.11(a) of the Credit Agreement  is
     hereby amended by deleting the last sentence in said Section
     5.11(a)  and substituting in lieu thereof the following  new
     sentence to read in its entirety as follows:


          In  the  event  that (i) Mortgages are granted  to  the
          Lender   as  part  of  the  First  Group  of  Mortgaged
          Properties,  the  Second Group of Mortgaged  Properties
          and  the Additional Mortgaged Properties, with the fair
          market  values  of such Mortgaged Properties  exceeding
          $100,000,000  in the aggregate and (ii) the  Commitment
          has been reduced to $25,000,000, then the Lender agrees
          to   release  one  or  more  Mortgages  (on   Mortgaged
          Properties  selected by Lender, in its sole discretion)
          sufficient to reduce the aggregate fair market value of
          the  remaining Mortgaged Properties to $100,000,000 (or
          such greater amount as is reasonably required to ensure
          that the Lender holds Mortgages on Mortgaged Properties
          with  an  aggregate  fair  market  value  of  at  least
          $100,000,000).


               (B)   Section  5.11(d) of the Credit Agreement  is
     hereby  amended  by  deleting the date "December  17,  2001"
     appearing  in  the  first line of said Section  5.11(d)  and
     substituting in lieu thereof the date "December 21, 2001".

               (C)   Section 5 of the Credit Agreement is  hereby
     amended by adding a new Section 5.12 thereto to read in  its
     entirety as follows:

                    5.12 Certain Post-Closing Covenants.  (a)  On
          or prior to December 17, 2001, the Borrower shall cause
          the following requirements to be fulfilled with respect
          to  each  of the Additional Mortgaged Properties:  each
          Credit   Party   owner  of  the  Additional   Mortgaged
          Properties  shall  have (i) executed and  delivered  to
          Lender  a  Mortgage  covering  all  of  the  Additional
          Mortgaged Properties, in proper form for recordation in
          all  places to the extent necessary to create  a  valid
          and   enforceable  first  priority  lien  (subject   to
          Permitted  Encumbrances) on such  Additional  Mortgaged
          Properties  in  favor of Lender (or in  favor  of  such
          other trustee as may be required or desired under local
          law)  and  otherwise in form and substance satisfactory
          to  Lender,  (ii)  delivered to Lender  an  opinion  of
          counsel  in  each state in which any of the  Additional
          Mortgaged   Properties   are  located   regarding   the
          Mortgages on such properties in form and substance  and
          from counsel satisfactory to Lender, (iii) delivered to
          Lender  commitments for title insurance  coverage,  and
          shall   have  purchased  such  coverage  and  delivered
          evidence  thereof  to Lender, all  in  form  and  scope
          satisfactory to Lender, covering all of the  Additional
          Mortgaged  Properties  and  (v)  delivered  to   Lender
          written  fair  market value appraisals,  in  each  case
          satisfactory  in form and substance to Lender,  in  its
          sole  discretion.  By no later than December 21,  2001,
          Borrower  shall have delivered to Lender evidence  that
          counterparts  of all of the Mortgages  referred  to  in
          clause  (i)  above  of this Section 5.12(a)  have  been
          recorded  in  all  places to the  extent  necessary  to
          create  a  valid  and enforceable first  priority  lien
          (subject  to  Permitted Encumbrances)  on  all  of  the
          Additional  Mortgaged Properties owned by  such  Credit
          Party  in  favor of Lender (or in favor of  such  other
          trustee as may be required or desired under local law).

                    (b)   On  or prior to December 21, 2001,  the
          Borrower  shall  cause  to be delivered  to  Lender  in
          respect of such Additional Mortgaged Properties current
          as-built  surveys,  zoning  letters  (or  zoning  title
          endorsements) and certificates of occupancy.

               (D)   Annex  A to the Credit Agreement  is  hereby
     amended  by adding the following new definition to  read  in
     its entirety as follows:

                    "Additional  Mortgaged  Properties"
          shall mean the real property owned by one  or
          more of the Credit Parties and located at 918
          Del  Paso  Road,  Sacramento, California  and
          6767 West 75th Street, Chicago, Illinois.

               (E)   Annex  A to the Credit Agreement  is  hereby
     amended  by  deleting  therefrom definitions  of  "Borrowing
     Base"  and  "Mortgaged  Properties" in  their  entirety  and
     substituting the following amended definitions of such terms
     in lieu thereof:

                    "Borrowing Base" shall mean, as of  any  date
          of  determination  by Lender, from  time  to  time,  an
          amount  equal  to  the  sum of (a) thirty-five  percent
          (35%)  of  the  Appraised Value of  Eligible  Mortgaged
          Property  less (b) any and all Reserves established  by
          Lender  at  such  time  including, without  limitation,
          Reserves  for environmental remediation costs,  accrued
          but  unpaid  taxes,  insurance and  other  Charges  and
          expenses   pertaining   to  such  Mortgaged   Property.
          Notwithstanding the foregoing, the Borrowing Base shall
          not  at  any  time  exceed $35,000,000 irrespective  of
          whether  any of the conditions in Section 2  have  been
          satisfied.

                    "Mortgaged  Properties" means  (i)  the  Real
          Property  identified  on Annex F, (ii)  the  Additional
          Mortgaged Properties, and (iii) any other Real Property
          of  the Credit Parties located in the United States  of
          America  that  Borrower from time to time  requests  be
          included as a Mortgaged Property to the extent and only
          to  the  extent that the Lender in its sole  discretion
          consents  in  writing  to the inclusion  of  such  Real
          Property as a Mortgaged Property.

               (F)   Annex  A to the Credit Agreement  is  hereby
     amended  by deleting the last sentence in the definition  of
     "Eligible  Mortgaged  Property"  and  substituting  in  lieu
     thereof a new sentence to read in its entirety as follows:

          Notwithstanding  the foregoing (a) if the  fair  market
          value  or  the  environmental status of  any  Mortgaged
          Property,  or the priority of the Lien of the Mortgages
          on  any  Mortgaged Property, adversely changes  at  any
          time  on  or  after the Closing Date, then  Lender,  in
          addition  to any other rights it may have hereunder  or
          under  the  Loan Documents, shall be entitled  to  deem
          such   Mortgaged  Property  to  be  ineligible   and/or
          establish  such Reserves as it may deem appropriate  in
          its  sole  discretion and (b) none  of  the  Additional
          Mortgaged  Properties shall at any time  constitute  an
          Eligible Mortgaged Property.

               (G)  The Credit Agreement is hereby amended to
     extend the deadline under Section 5.11 for delivery of
     Mortgages, local counsel opinions and title insurance
     commitments with respect to certain of the properties
     included in the Second Group of Mortgaged Properties to the
     dates set forth below:


     Property Location              Revised Deadline

     Norcross, Georgia property     December 18, 2001

     Minneapolis, Minesota          December 21, 2001
     property


          2.   No Other Amendments.  Except for the amendments
expressly set forth and referred to in Section 1 above, the
Credit Agreement shall remain unchanged and in full force and
effect.

          3.   Representations and Warranties.  To induce Lender
to enter into this Amendment, Borrower and each of the other
Credit Parties hereby warrant, represent and covenant to Lender
that: (a) this Amendment has been duly authorized, executed and
delivered by Borrower and each other Credit Party signatory
thereto, (b) after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing as of this date,
and (c) after giving effect to this Amendment, all of the
representations and warranties made by Borrower and each other
Credit Party in the Credit Agreement are true and correct in all
material respects on and as of the date of this Amendment (except
to the extent that any such representations or warranties
expressly referred to a specific prior date).  Any breach in any
material respect by Borrower or any other Credit Party of any of
its representations and warranties contained in this Section 3
shall be an Event of Default under the Credit Agreement.

          4.   Ratification and Acknowledgment.  Borrower and
each of the other Credit Parties hereby ratify and reaffirm each
and every term, covenant and condition set forth in the Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other Loan
Documents to which Borrower or any other Credit Party is a
party), effective as of the date hereof.

          5.   Estoppel.  To induce Lender to enter into this
Amendment, Borrower and each  of the other Credit Parties hereby
acknowledge and agree that, as of the date hereof, there exists
no right of offset, defense or counterclaim in favor of Borrower
or any Credit Party as against Lender with respect to the
obligations of Borrower or any Credit Party to Lender under the
Credit Agreement or the other Loan Documents, either with or
without giving effect to this Amendment.

          6.   Conditions to Effectiveness.  This Amendment shall
become effective, as of the Effective Date, subject to the prior
or subsequent receipt by the Lender of this Amendment, duly
executed, completed and delivered by Borrower and each other
Credit Party.  Upon the effective date of this Amendment, all of
the amendments set forth in Section 1 of this Amendment shall
become effective as of the effective date of this Amendment.

          7.   Reimbursement of Expenses.  Borrower and each of
the other Credit Parties hereby agree that Borrower and each of
the other Credit Parties shall reimburse Lender on demand for all
costs and expenses (including without limitation reasonable
attorney's fees) incurred by Lender in connection with the
negotiation, documentation and consummation of this Amendment and
the other documents executed in connection herewith and therewith
and the transactions contemplated hereby and thereby.

          8.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID
STATE.

          9.   Severability of Provisions.  Any provision of this
Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other
jurisdiction.  To the extent permitted by applicable law,
Borrower and each of the other Credit Parties hereby waive any
provision of law that renders any provision hereof prohibited or
unenforceable in any respect.

          10.  Counterparts.  This Amendment may be executed in
any number of several counterparts, all of which shall be deemed
to constitute but one original and shall be binding upon all
parties, their successors and permitted assigns.

          11.  Entire Agreement.  The Credit Agreement as amended
by this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter hereof and
supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.



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                              page]


          IN WITNESS WHEREOF, the parties have caused this Fourth
Amendment  to  Credit  Agreement to be  duly  executed  by  their
respective  officers thereunto duly authorized, as  of  the  date
first above written.

                         BORROWER:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


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


                         LENDER:

                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By/s/Craig Winslow
                         Name:Craig Winslow
                         Title:    Duly Authorized Signatory


                         CREDIT PARTIES:

                         CONSOLIDATED FREIGHTWAYS CORPORATION  OF
                         DELAWARE


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

                         CF AIRFREIGHT CORPORATION


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

                         REDWOOD SYSTEMS, INC.


                         By:/s/Kerry K. Morgan
                         Name:Kerry K. Morgan
                         Title:Vice President and Treasurer


                         LELAND JAMES SERVICE CORPORATION

                         By:/s/Kerry K. Morgan
                         Name:Kerry K. Morgan
                         Title:Vice President and Treasurer