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, 1996   Commission File Number  1-12149

                   CONSOLIDATED FREIGHTWAYS CORPORATION


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

                 175 Linfield Drive, Menlo Park, CA  94025
                      Telephone Number (415) 326-1700

        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 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 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.
Yes ___X___    No ______

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 February 28, 1997: $126,329,074

               Number of shares of Common Stock outstanding
                    as of February 28, 1997: 22,025,323

                    DOCUMENTS INCORPORATED BY REFERENCE

                            Parts I, II and IV


Consolidated  Freightways Corporation 1996 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 1997 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, 1996

___________________________________________________________________________


                                   INDEX

   Item                                                          Page

                                  PART I

     1.     Business                                              3
     2.     Properties                                            7
     3.     Legal Proceedings                                     8
     4.     Submission of Matters to a Vote of Security Holders   8

                                  PART II

     5.     Market for the Company's Common Stock and
             Related Security Holder Matters                      8
     6.     Selected Financial Data                               8
     7.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations                  8
     8.     Financial Statements and Supplementary Data           9
     9.     Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure                  9

                                 PART III

     10.    Directors and Executive Officers of the Company       9
     11.    Executive Compensation                                9
     12.    Security Ownership of Certain Beneficial
             Owners and Management                               10
     13.    Certain Relationships and Related Transactions       10

                                  PART IV

     14.    Exhibits, Financial Statement Schedules and Reports
             on Form 8-K                                         10

     SIGNATURES                                                  11

     INDEX TO FINANCIAL INFORMATION                              13


                                Page 2




                   CONSOLIDATED FREIGHTWAYS CORPORATION
                                 FORM 10-K
                       Year Ended December 31, 1996
___________________________________________________________________________


                                  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".   Formerly a subsidiary of CNF  Transportation
Inc. (the former parent) through December 1, 1996, the Company was spun-off
in a tax free distribution (the Distribution) to shareholders of the former
parent  at a rate of one Company share for every two shares outstanding  of
the  former  parent.   The  Company consists  of  Consolidated  Freightways
Corporation of Delaware (CFCD), a nationwide motor carrier, incorporated in
1958  as successor to the original trucking company organized in 1929,  and
its  Canadian operations, including Canadian Freightways, Ltd. (CFL),  Epic
Express,  Milne  &  Craighead,  Canadian Sufferance  Warehouses  and  other
related  businesses; Redwood Systems, a third party logistics  company,  as
well  as  the  Leland James Service Corporation (LJSC),  an  administrative
service  provider.  The Company provides less-than-truckload transportation
and  logistics  services  nationwide and in parts of  Canada,  Mexico,  the
Caribbean  area,  Latin  and  Central  America,  Europe  and  Pacific   Rim
countries.

The  Company  established Redwood Systems Inc., in January  1997.   Redwood
Systems  Inc.  is  a  third party, non-asset based logistics  company  that
offers  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.


(b) Financial Information About Industry Segments

The Company operates in a single industry segment.


(c) Narrative Description of Business

The  Company,  headquartered  in Menlo Park,  California,  is  the  holding
company  of CFCD, a full-service trucking company providing general freight
services  nationwide  and in Canada and Mexico, and one-stop  international
freight  service  between  the United States  and  70  countries  worldwide
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.  The basic business
of   the  general  freight  industry  is  to  transport  freight  that   is
less-than-truckload (LTL), 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 1996 revenues.

Competition  continues  to  increase in the  industry  with  trends  toward
regionalization,  continued pricing pressures and  new  competitors  moving
into   the  small  shipment  segment  of  the  business.   CFCD's   primary
competitors  in  the national LTL market are Yellow Freight  System,  Inc.,
Roadway   Express,   Inc.,   Arkansas   Best   Corporation   and   Overnite
Transportation  Co.  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.   In an effort to provide faster service  and
better compete, CFCD implemented a comprehensive reengineering of its line-
haul  operations in October 1995.  This reengineering,  called the Business
Accelerator System (BAS), replaced CFCD's traditional hub-and-spoke network
with  one  that moves freight directly from point-to-point and  streamlines
the  freight  network.  BAS has the effect of reducing miles and  handling,
thereby reducing transit times and costs as well as more efficiently  using
system capacity.   CFCD will seek to continue to improve service and reduce
costs by refining BAS.

                                 Page 3



As  a large carrier of LTL general commodity freight, at December 31, 1996,
CFCD  operated  approximately 40,300 vehicle units  including  pick-up  and
delivery fleets in each area served, and a fleet of intercity tractors  and
trailers.   It  had  a network of 359 U.S. and Canadian freight  terminals,
metro  centers  and  regional  consolidation centers.  Under  BAS,  several
regional  consolidation  centers  have become  metro  centers.   The  metro
centers  reduce freight handling through more direct city to city  service,
thereby  improving  productivity.  CFCD's operations  are  supported  by  a
sophisticated data processing system for the control and management of  the
business.

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.

CFCD   operates   daily  schedules  utilizing  relay  drivers   who   drive
approximately  eight  to  ten hours each day and an  increasing  number  of
sleeper teams which in 1996 approximated 15% of all linehaul miles in North
America. Road equipment consists of one tractor pulling two 28-foot  double
trailers  or,  to  a  limited  extent, one semi-trailer  or  three  28-foot
trailers.  CFCD generally utilizes trailer equipment that is 102 inches  in
width.   CFCD  believes that trailers in double or triple  combination  are
more  efficient  and  economical, and safer,  than  a  tractor  and  single
semi-trailer combination. In 1996, CFCD operated in excess of  449  million
linehaul  miles  in  North America, almost all of which  was  conducted  by
equipment  in doubles and triples configuration. The accident frequency  of
the  triples  configuration  was lower than  all  other  types  of  vehicle
combinations used by CFCD.

CFCD  and  several Canadian subsidiaries serve Canada through terminals  in
the  provinces of Alberta, British Columbia, Manitoba, New Brunswick,  Nova
Scotia,  Ontario,  Quebec,  Saskatchewan and in the  Yukon  Territory.  The
Canadian  operations  utilize a fleet of over 1,200  trucks,  tractors  and
trailers.


Cyclicality and Seasonality

The  LTL trucking industry is affected directly by the state of the overall
economy and seasonal fluctuations, which affect the amount of freight to be
transported.   Freight  shipments, operating costs and  earnings  are  also
affected  adversely  by  inclement  weather  conditions.   The  months   of
September,  October  and  November of each year usually  have  the  highest
business levels while the first quarter has the lowest.


Employees

At December 31, 1996, approximately 85% of the Company's domestic employees
were  represented  by  various  labor unions, primarily  the  International
Brotherhood  of  Teamsters (IBT).  CFCD and the  IBT  are  parties  to  the
National  Master  Freight  Agreement  which  expires  on  March  31,  1998.
Although CFCD believes that it will be able to successfully negotiate a new
contract with the IBT, there can be no assurances 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
CFCD's business, financial condition or results of operations.


                                Page 4



Labor  costs, including fringe benefits, averaged approximately 67% of  the
Company's  1996 revenues. The Company had approximately 20,300  and  20,200
employees  at  December 31, 1996 and 1995, respectively.  The  Company  had
approximately 22,000 employees at December 31, 1994. The decline from  1994
levels is primarily the result of the implementation of BAS.


Fuel

The  Company's  average  annual  fuel  cost  per  gallon  (without tax) was
$.578 in 1994 and $.576 in 1995.  The   Company  experienced  a significant
increase  in fuel costs  in  1996  as  its  average  fuel  cost per  gallon
rose to $.697.  To partially offset this increase, the Company instituted a
fuel  surcharge  program  in  the  second  half  of  the  year,  recovering
approximately $9.2 million or 80% of total increased fuel costs.

Significant increases in fuel prices, to the extent not offset by increases
in  transportation  rates,  would have a material  adverse  effect  on  the
profitability of the Company.  Historically,  the Company has responded  to
periods  of  sharply  higher  fuel prices by  implementing  fuel  surcharge
programs or base rate increases, or both, to recover additional costs,  but
there  can  be  no assurance that the Company will be able to  successfully
implement such surcharges or increases in response to increased fuel  costs
in the future.


Federal and State Regulation

Regulation  of  motor carriers has changed substantially in  recent  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 regulatory bodies effective January 1, 1995,  and  with
legislation  which  terminated  the Interstate  Commerce  Commission  (ICC)
effective January 1, 1996.

Currently,  the motor carrier industry is subject to federal regulation  by
the  Federal  Highway Administration (FHWA) and the Surface  Transportation
Board  (STB),  both of which are units of the United States  Department  of
Transportation  (DOT). The FHWA performs certain functions  inherited  from
the ICC relating chiefly to motor carrier registration, cargo and liability
insurance,  extension of credit to motor carrier customers, and leasing  of
equipment  by  motor carriers from owner-operators. In addition,  the  FHWA
enforces  comprehensive  trucking safety  regulations  relating  to  driver
qualifications,   drivers'  hours  of  service,  safety-related   equipment
requirements,   vehicle  inspection  and  maintenance,   recordkeeping   on
accidents, and transportation of hazardous materials.  As pertinent to  the
general freight trucking industry, the STB has authority to resolve certain
types  of  pricing  disputes and authorize certain  types  of  intercarrier
agreement under jurisdiction inherited from the ICC.

At  the  state  level, federal preemption 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 FHWA.  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.


                                Page 5



Canadian Regulation

The  provinces  in  Canada have regulatory authority over  intra-provincial
operations of motor carriers.  Federal legislation to phase in deregulation
of the inter-provincial motor carrier industry took effect January 1, 1988.
The   new  legislation  relaxed  economic  regulation  of  inter-provincial
trucking  by  easing  market  entry  regulations,  and  implemented  safety
regulations  of trucking services under Federal jurisdiction.   CFCD  wrote
off  substantially  all of the unamortized cost of its  Canadian  operating
authority in 1992.


General

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

During 1996, 1995 and 1994 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 approximately 350 underground tanks located in 48 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 competitive position, operations or financial condition.
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 condition 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 1997 will not be material.

The  Company has received notices from the Environmental Protection  Agency
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 statues  at
various  Superfund sites.  Based upon cost studies performed by independent
third  parties, 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.

Less  than  5%  of  the Company's revenues are derived  from  international
business.


                                Page 6




ITEM 2.   PROPERTIES

The following summarizes the terminals and freight service centers operated
by the Company at December 31, 1996.  In general, the Company believes such
facilities  are  suitable  and adequate to handle CFCD's  current  business
needs.   These  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.


                         Owned     Leased    Total

                          207        152      359



The  following table sets forth the location and square footage  of  CFCD's
principal freight handling facilities:


                    Location           Square Footage

                    Mira Loma, CA       280,672
                  **Chicago, IL         231,159
                    Carlise, PA         151,100
                    Kansas City, MO     131,916
                  **Columbus, OH        118,774
                  **Memphis, TN         118,745
                    Nashville, TN       118,622
                   *Indianapolis, IN    109,460
                    Orlando, FL         101,557
                   *Minneapolis, MN      94,890
                    Charlotte, NC        89,204
                    St. Louis, MO        88,640
                  **Akron, OH            82,494
                    Sacramento, CA       81,286
                    Atlanta, GA          77,920
                    Houston, TX          77,346
                    Dallas, TX           75,358
                   *Freemont, IN         73,760
                   *Peru, IL             73,760
                    Buffalo, NY          73,380
                    Milwaukee, WI        70,661
                    Salt Lake City, UT   68,480
                    Seattle, WA          59,720
                 ***Springfield, MA      51,760
                    Portland, OR         47,824
                    Phoenix, AZ          20,237


*     Facility  partially  or  wholly  financed  through  the  issuance  of
      industrial revenue bonds. Principal amount of debt is secured by
      the property.
**    Property pledged as collateral for the benefit of CNF Transportation
      Inc. for workers' compensation claims prior to the Distribution, as
      required under the Reimbursement and Indemnification Agreement dated
      October 1, 1996.
***   Property is leased from a subsidiary of CNF Transportation Inc. through
      December  1, 2005.


                                Page 7




ITEM 3.   LEGAL PROCEEDINGS

The  legal proceedings of the Company are summarized in Note 9 on pages  19
and  20  of  the  1996 Annual Report to Shareholders and  are  incorporated
herein  by  reference.  Discussions of certain  environmental  matters  are
presented in Item 1 and Item 7.


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

Not applicable.

                                  PART II


ITEM 5.   MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER
          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 market price range of the common  stock  for  the
period  December  3,  1996  to  December 31, 1996  was  $7.125  to  $8.875.
Currently  there are no cash dividends paid on the Company's common  stock.
The Company presently expects that it will not pay a dividend in 1997.  The
Company's dividend policy thereafter 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.

As  of December 31, 1996, there were 13,500 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  23  of the 1996 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 in the "Financial Review and Management Discussion"
on  pages  10  and  11  of the 1996 Annual Report to  Shareholders  and  is
incorporated   herein  by  reference.   Certain  statements  included   and
incorporated  by  reference  herein,  including  certain  statements  under
"Financial  Review and Management Discussion" referred to above, 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.   In that regard, the following  factors,  among
others,  could cause actual results and other matters to differ  materially
from  those  in such statements: changes in general business  and  economic
conditions;  increasing domestic and international competition and  pricing
pressure;  changes  in  fuel prices; uncertainty  regarding  the  Company's
ability  to improve results of operations; labor matters, including changes
in  labor  costs,  renegotiation of labor contracts and the  risk  of  work
stoppages or strikes; changes in governmental regulation; and environmental
and  tax matters.  As a result of the foregoing, no assurance can be  given
as to future results of operations or financial condition.


                                Page 8



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and Auditors' Report are presented on
pages  12  through 21, inclusive, of the 1996 Annual Report to Shareholders
and   are  incorporated  herein  by  reference.   The  unaudited  quarterly
financial  data  is  included  on page 22 of  the  1996  Annual  Report  to
Shareholders and is incorporated herein by reference.


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

None.

                                 PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The identification of the Company's Directors is presented on pages 2 and 3
of  the  Company's  1997 Proxy Statement and those pages  are  incorporated
herein by reference.

The  Executive Officers of the Company, their ages at December 31, 1996 and
their applicable business experience are as follows:

W.  Roger  Curry, 58, President and Chief Executive Officer of the  Company
since  December  2,  1996.  Mr. Curry has served  as  President  and  Chief
Executive  Officer of CFCD since July 1994. Mr. Curry served  as  a  Senior
Vice President of the former parent from 1986 to December 2, 1996. In 1991,
he  was  elected President of Emery Air Freight Corporation,  relinquishing
the position in 1994 to become President of CFCD.

Patrick  H. Blake, 47, Executive Vice President - Operations of the Company
since December 2, 1996.  Mr. Blake has served 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.

David F. Morrison, 43, Executive Vice President and Chief Financial Officer
of  the  Company  since  December 2, 1996.  Mr.  Morrison  served  as  Vice
President and Treasurer of the former parent from October 1991 to  November
1, 1996 when he became Executive Vice President and Chief Financial Officer
of CFCD.

Stephen D. Richards, 53, Senior Vice President and General Counsel  of  the
Company  since December 2, 1996.  Mr. Richards has been Vice President  and
General  Counsel  of  CFCD since September 1995.   He  was  Deputy  General
Counsel of the former parent for the preceding four years.

Robert  E.  Wrightson,  57, Senior Vice President  and  Controller  of  the
Company  since December 2, 1996.  Mr. Wrightson has served 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.


ITEM 11. EXECUTIVE COMPENSATION

The  required information for Item 11 is presented on pages 6  through  13,
inclusive,  of  the  Company's 1997 Proxy Statement, and  those  pages  are
incorporated herein by reference.


                                Page 9



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  required information for Item 12 is included on pages 4 and 15 of the
Company's 1997 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, dated November 7,  1996, was filed under Item 5, Other Events,
to  report  the record date and distribution date for the spin-off  of  the
Company  from its former parent. Included in the filing were Unaudited  Pro
Forma  Condensed Statements of Operations for the three months ended  March
31,  June  30  and September 30, 1996 and March 31, June 30, September  30,
and   December  31,  1995;  an  Unaudited  Pro Forma Condensed Consolidated
Balance  Sheet  as  of  September 30 1996;  Unaudited Pro  Forma  Condensed
Consolidated  Statement of Operations for the Nine Months  Ended  September
30,  1996  and  an Unaudited Pro Forma Condensed Consolidated Statement  of
Operations for the Year Ended December 31, 1995.

A  Form 8-K, dated November 25, 1996, was filed under Item 5, Other Events,
to   report  the  finalization  of  certain  agreements  pursuant  to   the
Distribution   between  Consolidated  Freightways   Corporation   and   CNF
Transportation  Inc.,  (the  former parent)  and  CNF  Service  Company,  a
subsidiary of CNF Transportation Inc.


                                  Page 10



                                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.



                                       CONSOLIDATED FREIGHTWAYS CORPORATION
                                                  (Registrant)




March 26, 1997                     /s/W. Roger Curry
                                   W. Roger Curry
                                   President and Chief Executive Officer




March 26, 1997                     /s/David F. Morrison
                                   David F. Morrison
                                   Executive Vice President, Chief
                                    Financial Officer and Treasurer




March 26, 1997                     /s/Robert E. Wrightson
                                   Robert E. Wrightson
                                   Senior Vice President and Controller



                                  Page 11



                                SIGNATURES

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.


March 26, 1997                     /s/William D. Walsh
                                   William D. Walsh, Chairman of the Board



March 26, 1997                     /s/W. Roger Curry
                                   W. Roger Curry
                                   President, Chief Executive Officer
                                     and Director


March 26, 1997                     /s/G. Robert Evans
                                   G. Robert Evans, Director



March 26, 1997                     /s/Paul B. Guenther
                                   Paul B. Guenther, Director



March 26, 1997                     /s/John M. Lillie
                                   John M. Lillie, Director



                                   Page 12



                      CONSOLIDATED FREIGHTWAYS CORPORATION
                                 FORM 10-K
                       Year Ended December 31, 1996

___________________________________________________________________________



                      INDEX TO FINANCIAL INFORMATION

Consolidated Freightways Corporation and Subsidiaries

The following Consolidated Financial Statements of Consolidated Freightways
Corporation  and Subsidiaries appearing on pages 12 through 21,  inclusive,
of the Company's 1996 Annual Report to Shareholders are incorporated herein
by reference:

     Report of Independent Public Accountants

     Consolidated Balance Sheets - December 31, 1996 and 1995

     Statements of Consolidated Operations - Years Ended December 31, 1996,
            1995 and 1994

     Statements of Consolidated Cash Flows - Years Ended December 31, 1996,
            1995 and 1994

     Statements of Consolidated Shareholders' Equity - Years Ended
            December 31, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements

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                14

     Report of Independent Public Accountants                 14

     Schedule II - Valuation and Qualifying Accounts          15


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 13




                                 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  the Company's previously filed Registration Statement File Nos.  333-
16851 and 333-16835.

                                             /s/Arthur Andersen LLP
                                             ARTHUR ANDERSEN LLP


Portland, Oregon
March 26, 1997


                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


We  have  audited in accordance with generally accepted auditing standards,
the  consolidated financial statements included in Consolidated Freightways
Corporation's 1996 Annual Report to Shareholders incorporated by  reference
in  this  Form 10-K, and have issued our report thereon dated  January  23,
1997.   Our audit was made for the purpose of forming an opinion  on  those
statements taken as a whole.  The schedule on page 15 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
January 23, 1997



                                  Page 14



                                SCHEDULE II

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                     VALUATION AND QUALIFYING ACCOUNTS
                    THREE YEARS ENDED DECEMBER 31, 1996
                               (In thousands)

DESCRIPTION

ALLOWANCE FOR DOUBTFUL ACCOUNTS


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

1996      $ 9,349     $ 6,534     $  -        $ (6,191)(a)       $ 9,692


1995      $11,049     $ 2,326     $  -        $ (4,026)(a)       $ 9,349


1994      $12,274     $ 1,930     $  -        $ (3,155)(a)       $11,049




a)   Accounts written off net of recoveries.



                                  Page 15



                             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. (*)

(4)    Articles of incorporation and bylaws:

     4.1   Amended and Restated Certificate of Incorporation of Consolidated
           Freightways Corporation. (*)
     4.2   Amended and Restated Bylaws of Consolidated Freightways
           Corporation. (*)

(10)   Material Contracts:

     10.1  Transition Services Agreement between Consolidated Freightways
           Corporation and CNF Service Company, Inc., dated as of
           December 2, 1996. (*)
     10.2  Alternative Dispute Resolution Agreement Between Consolidated
           Freightways Corporation and Consolidated Freightways, Inc.,
           dated as of December 2, 1996. (*)
     10.3  Employee Benefit Matters Agreement between Consolidated
           Freightways Corporation and Consolidated Freightways, Inc.,
           dated as of December 2, 1996. (*)
     10.4  Tax Sharing Agreement between Consolidated Freightways
           Corporation and Consolidated Freightways, Inc., dated as of
           December 2, 1996. (*)
     10.5  Reimbursement and Indemnification Agreement between Consolidated
           Freightways Corporation of Delaware and Consolidated Freightways,
           Inc., dated as of October 1, 1996. (*)
     10.6  Consolidated Freightways Corporation 1996 Stock Option and
           Incentive Plan. (*)(#)
     10.7  Loan and Security Agreement among Consolidated Freightways
           Corporation of Delaware, BankAmerica Business Credit Inc. and
           various other financial institutions dated as of November 27, 1996.
     10.8  Consolidated Freightways Corporation 1996 Restricted Stock Award
           Agreements. (#)
     10.9  Consolidated Freightways Corporation Senior Executive Incentive
           Plan for 1997. (#)
     10.10 Consolidated Freightways Corporation Deferred Compensation Plan
           for Executives. (#)
     10.11 Consolidated Freightways Corporation Supplemental Executive
           Retirement  Plan. (#)
     10.12 Consolidated Freightways Inc. Executive Split-Dollar Life
           Insurance Plan. (#)

(13)   Annual Report to Security Holders:

       Consolidated   Freightways  Corporation  1996   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.)


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



                                  Page 16



                             INDEX TO EXHIBITS
                               ITEM 14(a)(3)

Exhibit No.


(21)      Significant Subsidiaries of the Company

(27)      Financial Data Schedule

(99)   Additional Exhibits

     99.1  Press Release dated December 3, 1996. (*)



(*) Previously filed with the Securities and Exchange Commission and
    incorporated by reference.


                                Page 17