Exhibit 10.10






             CONSOLIDATED FREIGHTWAYS CORPORATION


           DEFERRED COMPENSATION PLAN FOR EXECUTIVES





             CONSOLIDATED FREIGHTWAYS CORPORATION
           DEFERRED COMPENSATION PLAN FOR EXECUTIVES



                       TABLE OF CONTENTS


                                                             Page


Preamble

Article 1   Definitions

            1.1   Account Balance
            1.2   Annual Bonus
            1.3   Annual Deferral Amount
            1.4   Base Annual Salary
            1.5   Beneficiary
            1.6   Beneficiary Designation Form
            1.7   Board
            1.8   Change in Control
            1.9   Claimant
            1.10  Code
            1.11  Committee
            1.12  Company
            1.13  Disability
            1.14  Election Form
            1.15  Employer
            1.16  Moody's Seasoned Corporate Bond Rate
            1.17  Participant
            1.18  Plan
            1.19  Plan Agreement
            1.20  Plan Entry Date
            1.21  Plan Year
            1.22  Pre-Retirement Distribution
            1.23  Pre-Retirement Survivor Benefit
            1.245 Retirement
            1.25  Retirement Benefit
            1.26  Termination Benefit
            1.27  Termination of Employment
            1.28  Unforeseeable Financial Emergency

Article 2   Selection, Enrollment, Eligibility

            2.1   Selection by Committee
            2.2   Enrollment Requirement
            2.3   Commencement of Participation

Article 3   Deferral Commitments/Returns

            3.1   Minimum Deferral
            3.2   Maximum Deferral
            3.3   Election to Defer
            3.4   Withholding of Deferral Amounts
            3.5   FICA Tax
            3.6   Returns Prior to Distribution
            3.7   Date on Which Crediting Occurs
            3.8   Returns and Installment Distributions
            3.9   Statement of Accounts

Article 4   Pre-Retirement Distribution/Unforeseeable
            Financial Emergencies

            4.1   Pre-Retirement Distributions
            4.2  Withdrawal Payout/Suspensions for
                    Unforeseeable Financial Emergencies

Article 5   Retirement Benefit

            5.1   Retirement Benefit
            5.2   Payment of Retirement Benefit
            5.3   Death Prior to Completion of Retirement Benefit

Article 6   Pre-Retirement Survivor Benefit

            6.1   Pre-Retirement Survivor Benefit
            6.2   Payment of Pre-Retirement Survivor Benefit

Article 7   Termination Benefit

            7.1   Termination Benefit
            7.2   Payment of Termination Benefit

Article 8   Disability Waiver and Benefit

            8.1   Disability Waiver
            8.2   Disability Benefit

Article 9   Beneficiary Designation

            9.1   Beneficiary
            9.2   Beneficiary Designation
            9.3   Spousal Consent
            9.4   No Beneficiary Designation
            9.5   Doubt as to Beneficiaries
            9.6   Discharge of Obligations

Article 10  Leave of Absence

            10.1  Paid Leave of Absence
            10.2  Unpaid Leave of Absence

Article 11  Termination, Amendment or Modification

            11.1  Termination
            11.2  Amendment
            11.3  Effect of Payment

Article 12  Administration

            12.1  Committee Duties
            12.2  Agents
            12.3  Binding Effect of Decisions
            12.4  Indemnification

Article 13  Claims Procedures

            13.1  Presentation of Claim
            13.2  Notification of Decision
            13.3  Review of a Denied Claim
            13.4  Decision on Review
            13.5  Legal Action

Article 14  Miscellaneous

            14.1  Unsecured General Creditor
            14.2  Employer's Liability
            14.3  Company's Liability
            14.4  Nonassignability
            14.5  Not a Contract of Employment
            14.6  Furnishing Information
            14.7  Captions
            14.8  Governing Use
            14.9  Pronouns
            14.10 Notice
            14.11 Successors
            14.12 Spouse's Interest
            14.13 Incompetent
            14.14 Distribution in the Event of Taxation
            14.15 Legal Fees To Enforce Rights
            14.16 Payment of Withholding
            14.17 Coordination with Other Benefits

             CONSOLIDATED FREIGHTWAYS CORPORATION

           DEFERRED COMPENSATION PLAN FOR EXECUTIVES





                           Preamble

           The   purpose  of  this  Plan  is  to  enhance   the
motivational  value of the salaries and incentive  compensation
of   a  select  group  of  management  and  highly  compensated
employees  who  contribute materially to the continued  growth,
development and future business success of the Company and  its
subsidiaries  by providing them the opportunity to  defer  cash
compensation.  The Plan is intended to aid the Company and  its
subsidiaries in attracting and retaining key employees and give
them  an incentive to increase the profitability of the Company
and  its subsidiaries.  Therefore, the Company adopts the  Plan
effective January 1, 1997 as follows:

                           ARTICLE 1

                          Definitions

         For purposes hereof, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the
following indicated meanings:

1.1           "Account Balance" means the sum of (i) the  total
     of  a Participant's Annual Deferral Amounts, plus (ii) the
     return  credited  in  accordance with  the  Plan,  reduced
     (iii)  by  all distributions made in accordance  with  the
     terms  and  conditions of this Plan.  The Account  Balance
     shall  include the amounts deferred under the  Prior  Plan
     which  shall be distributed under the terms of  this  Plan
     and  in  accordance with any applicable elections of  time
     and  form  of payment made by the Participant at the  time
     of  deferral under the Prior Plan.  This account shall  be
     a  bookkeeping entry only and shall be utilized solely  as
     a  device  for  the measurement and determination  of  the
     amounts  to  be  paid to a Participant  pursuant  to  this
     Plan.

1.2           "Annual  Bonus"  means  any  bonus  or  incentive
     compensation  earned by a Participant in  each  Plan  Year
     under  all cash bonus and incentive plans of the  Company,
     and  any  subsidiary, whether or not  paid  in  such  Plan
     Year.

1.3        "Annual  Deferral Amount" means that  portion  of  a
     Participant's Base Annual Salary and Annual Bonus  that  a
     Participant elects to have and is deferred, in  accordance
     with  Article 3, for any one Plan Year.  In the  event  of
     Retirement,   Disability,  death  or  a   Termination   of
     Employment  prior to the end of a Plan Year,  such  year's
     Annual   Deferral  Amount  shall  be  the  actual   amount
     withheld prior to such event.

1.4           "Base  Annual Salary" means a Participant's  base
     annual  salary  that is to be paid to  a  Participant  for
     each  Plan  Year, determined as of the first day  of  that
     year,  excluding bonuses, commissions, overtime, incentive
     payments,  non-monetary  awards, and  other  fees,  before
     reduction  for  compensation  deferred  pursuant  to   all
     qualified, nonqualified and Internal Revenue Code  Section
     125 plans of the Company or any subsidiary.

1.5                 "Beneficiary"  means one or  more  persons,
     trusts,   estates   or  other  entities,   designated   in
     accordance  with Article 9, that are entitled  to  receive
     benefits under this Plan upon the death of a Participant.

1.6           "Beneficiary  Designation Form"  means  the  form
     established  from  time to time by the  Committee  that  a
     Participant completes, signs and returns to the  Committee
     to designate one or more Beneficiaries.

1.7     "Board" means the Board of Directors of the Company.

1.8            "Change in Control" means a change in control of
     the Company described as follows:

         (a)   Any "person" or "group" (as such terms are  used
         in  Section 13(d) and 14(d) of the Securities Exchange
         Act  of  1934  ("Exchange Act"))  is  or  becomes  the
         "beneficial  owner"  (as that term  is  used  in  Rule
         13(d)3  of  the Exchange Act), directly or indirectly,
         of  20%  or  more  of the total voting  power  of  all
         classes  of such stock of the Company then outstanding
         which is normally entitled to vote in the election  of
         directors,  provided that such 20% shall be  40%  with
         respect  to any "employee benefit plan" (as such  term
         is  defined in section 3(3) of the Employee Retirement
         Income  Security  Act  of  1974)  maintained  by   the
         Company,   or   any  subsidiary,  or   trust   vehicle
         maintained thereunder;

         (b)   During  any  period  of two  consecutive  years,
         individuals  who  at  the  beginning  of  such  period
         constitute  the Board (together with any new  director
         whose  election  by the Board or whose nomination  for
         election by the Company's stockholders was approved by
         a  vote  of at least two-thirds of the directors  then
         still  in  office  who either were  directors  at  the
         beginning   of  the  period  or  whose   election   or
         nomination was previously so approved) cease  for  any
         reason to constitute at least a majority thereof;

         (c)   The consolidation or merger of the Company  with
         or   into   another  corporation  or  the  conveyance,
         transfer   or  lease  by  the  Company   of   all   or
         substantially all of its assets to any person, or  the
         consolidation or merger of any other corporation  with
         or  into  the Company, in either event pursuant  to  a
         transaction  in which voting stock of the  Company  is
         changed  into  or  exchanged for cash,  securities  or
         other  property,  provided that any  such  transaction
         that  is  between the Company and its subsidiaries  or
         between  any  of  its subsidiaries,  or  involves  the
         exchange   of   the   Company's   voting   stock    as
         consideration  in the acquisition of another  business
         or  businesses  (without change  or  exchange  of  the
         Company's  outstanding voting stock into or for  cash,
         securities  or other property) shall be excluded  from
         the operation of this clause; or

         (d)   The shareholders of the Company approve any plan
         or  proposal for the liquidation or dissolution of the
         Company.

1.9            "Claimant"  means any Participant or Beneficiary
     of   a   deceased  Participant  who  makes  a  claim   for
     determination under Section 13.1.

1.10           "Code" means the Internal Revenue Code of  1986,
     as amended.

1.11     "Committee"  means the Compensation Committee  of  the
     Board or its delegates.

1.12     "Company"  means Consolidated Freightways Corporation,
     a Delaware corporation.

1.13           "Disability"  means  a disability  for  which  a
     Participant  qualifies for benefits under the Consolidated
     Freightways Corporation Extended Sick Pay Plan as  it  may
     be amended from time to time.

1.14          "Election  Form" means the form established  from
     time   to   time  by  the  Committee  that  a  Participant
     completes, signs and returns to the Committee to  make  an
     election under the Plan.

1.15          "Employer"  means  the  Company  or  any  of  its
     subsidiaries that employs a Participant.

1.16     "Moody's  Seasoned  Corporate Bond  Rate,"  means  the
     arithmetic  average  of  yields of  representative  bonds,
     including  industrials, public utilities, Aaa, Aa,  A  and
     Baa  bonds as published by Moody's Investors Service, Inc.
     or  any  successor to that service.  For each  Plan  Year,
     this  rate shall be determined by the Committee using  the
     rate most recently published prior to the last day of  the
     November preceding the Plan Year.

1.17     "Participant" for any Plan Year means any employee  of
     an  Employer  (i)  who is selected to participate  in  the
     Plan  for such Plan Year by the Committee, (ii) who elects
     to  participate  in  the  Plan, (iii)  who  signs  a  Plan
     Agreement,  an Election Form and a Beneficiary Designation
     Form  and  returns such documents to the Committee  within
     the  time required by the Committee, but in no event later
     than   the  Plan  Entry  Date,  (iv)  whose  signed   Plan
     Agreement, Election Form and Beneficiary Designation  Form
     are   accepted   by  the  Committee,  (v)  who   commences
     participation  in  the Plan on his Plan  Entry  Date,  and
     (vi) whose participation has not terminated.

1.18     "Plan" means the Company's Deferred Compensation  Plan
     for  Executives, evidenced by this instrument and by  each
     Plan Agreement, as amended from time to time.

1.19           "Plan  Agreement" means a written agreement,  as
     may  be  amended from time to time, which is entered  into
     by and between the Company and a Participant.

1.20     "Plan  Entry Date" means the date on which an employee
     selected  by  the  Committee to participate  in  the  Plan
     commences  participation in the Plan  in  accordance  with
     Article 2.  The Plan Entry Date shall be January 1 of  the
     Plan  Year  following selection by the Committee.   If  an
     employee  is first selected for participation in the  Plan
     subsequent  to  January 1 of a Plan  Year,  but  prior  to
     July  1,  the  Committee  may,  in  its  sole  discretion,
     authorize a Plan Entry Date for that Plan Year of July 1.

1.21            "Plan  Year"  means  the  period  beginning  on
     January  1  of  each year (or, in certain  limited  cases,
     July 1) and continuing through December 31 of that year.

1.22                "Pre-Retirement  Distribution"  means   the
     payout set forth in Section 4.1 below.

1.23           "Pre-Retirement  Survivor  Benefit"  means   the
     benefit set forth in Article 6 below.


1.24      "Retirement",  "Retires"  or  "Retired"  means  early
     retirement  having attained at least age 55 and  completed
     at   least  10  years  of  service  as  defined   in   the
     Consolidated  Freightways  Corporation  Pension  Plan,  or
     normal retirement under such Pension Plan.

1.25           "Retirement Benefit" means the benefit set forth
     in Article 5.

1.26           "Termination  Benefit"  means  the  benefit  set
     forth in Article 7.

1.27      "Termination  of  Employment" means  the  ceasing  of
     employment   with   the  Company  and  its   subsidiaries,
     voluntarily  or involuntarily, for any reason  other  than
     Retirement, Disability or death.

1.28        "Unforeseeable   Financial  Emergency"   means   an
     unanticipated emergency that is caused by an event  beyond
     the  control  of  the  Participant that  would  result  in
     severe  financial  hardship to the  Participant  resulting
     from  (i)  a sudden and unexpected illness or accident  of
     the Participant or a dependent of the Participant, (ii)  a
     loss  of  the  Participant's property due to casualty,  or
     (iii)   such   other   extraordinary   and   unforeseeable
     circumstances  arising as a result of  events  beyond  the
     control of the Participant, all as determined in the  sole
     discretion of the Committee.

                           ARTICLE 2

              Selection, Enrollment, Eligibility

2.1      Selection  by Committee.  Participation  in  the  Plan
     shall  be  limited  to a select group  of  management  and
     highly  compensated employees (employees whose Base Annual
     Salary  is  equal to or exceeds $100,000) of  the  Company
     and  its  subsidiaries.  From that  group,  the  Committee
     shall  select for each Plan Year, in its sole  discretion,
     those  employees eligible to participate in the  Plan  for
     that Plan Year.

2.2        Enrollment   Requirement.    As   a   condition   to
     participation,   a  selected  employee   shall   complete,
     execute  and return to the Committee a Plan Agreement,  an
     Election Form and a Beneficiary Designation Form for  each
     Plan  Year.   In  addition, the Committee shall  establish
     from  time  to time such other enrollment requirements  as
     it determines in its sole discretion are necessary.

2.3      Commencement of Participation.  Provided  an  employee
     selected   to  participate  in  the  Plan  has   met   all
     enrollment  requirements  set  forth  in  the   Plan   and
     required  by  the Committee, that employee shall  commence
     participation  in  the Plan on the Plan  Entry  Date  that
     immediately  follows his election to  participate  in  the
     Plan.

                           ARTICLE 3

                 Deferral Commitments/Returns

3.1     Minimum Deferral.

         (a)  Minimum.  To defer compensation under the Plan in
         any  Plan  Year, a Participant must elect to  defer  a
         minimum  of $2,000 of Base Annual Salary, or a minimum
         of $2,000 of Annual Bonus.

         (b)   Short  Participation Year.  If  a  Participant's
         Plan  Entry Date is July 1 of any Plan Year,  he  must
         defer a minimum of $1,000 of Base Annual Salary  or  a
         minimum of $1,000 of Annual Bonus.

3.2      Maximum  Deferral.  For each Plan Year, a  Participant
     may  defer up to 100% of his Base Annual Salary stated  as
     a  dollar amount and up to 100% of his Annual Bonus stated
     as  a percentage amount.  The amount of Base Annual Salary
     and/or  Annual  Bonus that a Participant elects  to  defer
     shall be reduced by the Committee, without the consent  of
     the  affected  Participant, to  the  extent  necessary  to
     provide  for  (i)  other deferrals of Base  Annual  Salary
     and/or  Annual  Bonus,  as  the  case  may  be,  by   such
     Participant under all qualified and nonqualified plans  of
     the  Company or any subsidiary and Code Section 125  plans
     of  the Company or any subsidiary, (ii) any taxes that are
     required  to  be withheld with respect to deferrals  under
     the  Plan, and (iii) any other amounts deducted from  Base
     Annual  Salary and/or Annual Bonus pursuant to  applicable
     law or authorization by Participant.

3.3      Election to Defer.  In connection with a Participant's
     first  participation  in the Plan, the  Participant  shall
     make a deferral election by delivering to the Committee  a
     completed and signed Election Form at least 20 days  prior
     to  the intended Plan Entry Date, which election form must
     be  accepted by the Committee prior to the Plan Entry Date
     for  a  valid  election  to exist.   The  Committee  shall
     notify  a  Participant within ten days of its  receipt  of
     the  Election  Form if the Committee rejects the  Election
     Form.  For each succeeding Plan Year, a new Election  Form
     must  be  delivered to and accepted by the  Committee,  in
     accordance with the rules set forth above, before the  end
     of  the  Plan Year preceding the Plan Year for  which  the
     election  is made.  If the Election Form is not  delivered
     prior  to  the Plan Entry Date for a Plan Year, no  Annual
     Deferral Amount shall be deferred for that Plan Year.

3.4      Withholding of Deferral Amounts.  For each Plan  Year,
     the  Base  Annual  Salary portion of the  Annual  Deferral
     Amount  shall  be  withheld each payroll period  in  equal
     amounts  from the Participant's Base Annual  Salary.   The
     Annual  Bonus portion of the Annual Deferral Amount  shall
     be  withheld at the time or times the Annual Bonus  is  or
     otherwise would be paid to the Participant.

3.5      FICA Tax.  Any applicable FICA and other payroll taxes
     on  amounts deferred under this Article shall be  withheld
     from  that portion of the Participant's Base Annual Salary
     and   Annual  Bonus  that  is  not  being  deferred.    If
     necessary, the Committee shall reduce the amount  of  Base
     Annual  Salary and/or Annual Bonus deferred, in  order  to
     comply with this Section 3.5.

3.6       Returns   Prior  to  Distribution.   Prior   to   any
     distribution of benefits under Articles 4,  5,  6,  or  7,
     returns  shall  be  credited to  a  Participant's  Account
     Balance   and   compounded  annually  on  a  Participant's
     Account  Balance as though the Annual Deferral Amount  for
     that  Plan  Year  was  withheld on the Participant's  Plan
     Entry  Date.   The  rate of return on the Account  Balance
     for   each   Plan  Year  shall  be  the  Moody's  Seasoned
     Corporate  Bond Rate, or such other rate as the  Committee
     may   determine  in  its  sole  discretion  prior  to  the
     beginning  of  a  Plan Year.  In the event of  Retirement,
     death  or a Termination of Employment prior to the end  of
     a  Plan  Year, that Plan Year's return will be  calculated
     using  a  fraction of a full Plan Year's return, based  on
     the  number of days that Participant was employed with the
     Employer  during the Plan Year prior to the occurrence  of
     such event.

3.7      Date on Which Crediting Occurs.  Account Balances will
     be  credited  with returns in accordance with Section  3.6
     up  to the date of distribution for a lump sum payment and
     up  to  the  first  date of distribution  for  installment
     payments.   For  purposes of crediting subsequent  returns
     in  the  event  that installment payments  are  made,  the
     Account  Balance shall be reduced as of the day  on  which
     the distribution is made.

3.8      Returns and Installment Distributions.  In the event a
     benefit  is  paid in installments, a Participant's  unpaid
     Account Balance shall be credited as follows:

         (a)  Crediting.  For each Plan Year, the undistributed
         Account Balance shall be credited with a return  equal
         to  the  Moody's Seasoned Corporate Bond Rate or  such
         higher rate as the Committee may determine in its sole
         discretion  prior to the beginning  of  a  Plan  Year.
         Returns  shall start to accrue under this Section  3.8
         as  of  the  date that returns cease to  accrue  under
         Section 3.7 above.

         (b)  Installments.  The installment payments shall  be
         determined  by  dividing  the  Participant's   Account
         Balance  at  the  time  of  the  commencement  of  the
         installment  payments by the number of  payments  over
         the installment period.  Each payment determined above
         will  be  considered  the  principal  portion  of  the
         installment  payment.  In addition,  each  installment
         payment  will  include  a return  calculated  for  the
         preceding quarter using the rate determined in Section
         3.8(a) above.  Installment payments shall commence  on
         the  first day of the quarter following the first full
         quarter   following   such   Participant's   date   of
         Retirement, or when permitted by the Committee in  its
         sole  discretion, Termination of Employment or  death.
         All  additional installment payments shall be paid  on
         the  first  day of the remaining calendar quarters  of
         the payment period.

3.9      Statement  of Accounts.  The Committee shall  send  to
     each  Participant, within 120 days after the close of each
     Plan  Year,  a  statement in such form  as  the  Committee
     deems desirable setting forth the balance standing to  the
     credit of each Participant in his Account Balance.

                           ARTICLE 4

                 Pre-Retirement Distribution/
              Unforeseeable Financial Emergencies

4.1      Pre-Retirement Distributions.  In connection with each
     election   to   defer   an  Annual  Deferral   Amount,   a
     Participant  may  elect to receive a  future  distribution
     from  the Plan with respect to that Annual Deferral Amount
     prior  to  Retirement.   This Pre-Retirement  Distribution
     shall  be  a lump sum payment in an amount, as  chosen  by
     the  Participant on the Election Form prior to making  the
     applicable  year's  deferral,  that  is  equal  to  either
     (a)  the  Annual  Deferral Amount,  or  (b)  the  sum  of:
     (i)  the  Annual Deferral Amount and (ii) returns credited
     in  accordance  with Section 3.6 above.  If a  Participant
     elects  to  receive only the Annual Deferral  Amount,  the
     returns  credited on the Annual Deferral Amount  shall  be
     distributed  to the Participant (or, in the  case  of  the
     Participant's death, to the Participant's Beneficiary)  in
     accordance  with Articles 5, 6, and 7.  The Pre-Retirement
     Distribution  shall be paid within 60 days  of  the  first
     day  of  the  Plan Year chosen by the Participant  on  the
     Election Form for distribution.  The earliest date that  a
     Participant  may receive a Pre-Retirement Distribution  is
     5  years after the first day of the Plan Year in which the
     Annual Deferral Amount is actually deferred.

4.2       Withdrawal   Payout/Suspensions   for   Unforeseeable
     Financial Emergencies.  If the Participant experiences  an
     Unforeseeable  Financial Emergency,  the  Participant  may
     petition  the  Committee  to  (i)  suspend  any  deferrals
     required  to be made by a Participant and/or (ii)  receive
     a  partial  or  full payout from the Plan.  The  Committee
     may,   in  its  sole  discretion,  accept  or  deny   such
     petition.  Any payout shall not exceed the lesser  of  the
     Participant's  Account  Balance,  calculated  as  if  such
     Participant were receiving a Termination Benefit,  or  the
     amount  reasonably  needed  to satisfy  the  Unforeseeable
     Financial  Emergency.  The suspension shall  continue  for
     such  period of time and/or the reinstatement of deferrals
     shall  occur at a date, as specified by the Committee,  in
     its  sole  discretion.  If reinstated,  the  deduction  in
     each  pay  period  shall not exceed that made  immediately
     prior   to  the  suspension.   If  the  petition   for   a
     suspension  and/or  payout is approved,  suspension  shall
     take  effect  upon  the date of approval  and  any  payout
     shall be made within 60 days of the date of approval.

                           ARTICLE 5

                      Retirement Benefit

5.1      Retirement  Benefit.  A Participant who Retires  shall
     receive, as a Retirement Benefit, his Account Balance.

5.2      Payment  of  Retirement Benefit.  A Participant  shall
     elect  on  an  Election Form prior to the beginning  of  a
     Plan  Year to receive the Retirement Benefit for such Plan
     Year  in a lump sum or in quarterly payments over a period
     of  5, 10, 15 or 20 years.  The lump sum payment shall  be
     made within 60 days of the Participant's Retirement.   Any
     installment  payment  shall be  made  in  accordance  with
     Section 3.8 above.

5.3      Death Prior to Completion of Retirement Benefit.  If a
     Participant   dies  after  Retirement   but   before   the
     Retirement  Benefit  is  paid in full,  the  Participant's
     unpaid  Retirement  Benefit payments  shall  continue  and
     shall  be  paid to the Participant's Beneficiary (i)  over
     the  remaining number of calendar quarters and in the same
     amounts  as  that  benefit would have  been  paid  to  the
     Participant  had  the Participant survived,  or  (ii)  the
     then  current Account Balance as of the date of death,  in
     a  lump  sum,  if  allowed in the sole discretion  of  the
     Committee.

                           ARTICLE 6

                Pre-Retirement Survivor Benefit

6.1      Pre-Retirement  Survivor Benefit.   If  a  Participant
     dies  before  he  Retires, experiences  a  Termination  of
     Employment  or  suffers  a Disability,  the  Participant's
     Beneficiary   shall  receive  a  Pre-Retirement   Survivor
     Benefit equal to the Participant's Account Balance.

6.2       Payment  of  Pre-Retirement  Survivor  Benefit.   The
     Pre-Retirement Survivor Benefit shall be the then  current
     Account  Balance as of the date of death, paid in  a  lump
     sum   or,   in   the   Committee's  sole  discretion,   in
     installments  according to the original  election  of  the
     Participant.   The lump sum payment shall be  made  within
     60   days  of  the  Committee's  receiving  proof  of  the
     Participant's death.

                           ARTICLE 7

                      Termination Benefit

7.1      Termination  Benefit.  If a Participant experiences  a
     Termination  of Employment prior to his Retirement,  death
     or   Disability,   the   Participant   shall   receive   a
     Termination   Benefit  which  shall  be   equal   to   the
     Participant's Account Balance determined as  of  the  date
     of his Termination of Employment.

7.2       Payment  of  Termination  Benefit.   The  Termination
     Benefit  shall be the then current Account Balance  as  of
     the  date of Termination of Employment, paid in a lump sum
     or  installments as the Participant originally  designated
     in  the applicable Election Form(s), or paid in a lump sum
     within  60  days of the Termination of Employment  if  the
     Participant   so   elected  in  the  applicable   Election
     Form(s).    Notwithstanding   the   foregoing,   if    the
     Participant incurs a Termination of Employment within  one
     year  after  a Change in Control, the Termination  Benefit
     shall  be  paid  in  a  lump sum within  20  days  of  the
     Termination of Employment.

                           ARTICLE 8

                 Disability Waiver and Benefit

8.1      Disability Waiver.  A Participant who is determined by
     the  Committee to be suffering from a Disability shall  be
     excused  from  fulfilling  that  portion  of  the   Annual
     Deferral Amount commitment that would otherwise have  been
     withheld  from  a  Participant's  Base  Annual  Salary  or
     Annual  Bonus for the Plan Year or portion thereof  during
     which the Participant has a Disability.

8.2       Disability   Benefit.   A  Participant  suffering   a
     Disability  shall  for benefit purposes under  this  Plan,
     continue  to  be  considered  an  employee  and  shall  be
     eligible for the benefits provided for in Articles  4,  5,
     6  or  7  in  accordance  with  the  provisions  of  those
     Articles.  Notwithstanding, the Committee shall  have  the
     right,   in   its   sole  discretion,   to   terminate   a
     Participant's  participation  in  the  Plan  at  any  time
     during  which  such Participant has a Disability  and  pay
     the Account Balance in a lump sum.

                           ARTICLE 9

                    Beneficiary Designation

9.1       Beneficiary.   Each  Participant  shall  designate  a
     Beneficiary  to  receive any benefits  payable  under  the
     Plan upon the Participant's death.

9.2       Beneficiary   Designation.    A   Participant   shall
     designate  his Beneficiary by completing and  signing  the
     Beneficiary  Designation Form, and submitting  it  to  the
     Committee or its delegate.  A Participant shall  have  the
     right  to  change  a Beneficiary at any time  without  the
     consent  of  the Beneficiary, by completing,  signing  and
     otherwise  complying  with the terms  of  the  Beneficiary
     Designation   Form   and   the   Committee's   rules   and
     procedures,  as  in effect from time to  time.   Upon  the
     receipt  by the Committee of a new Beneficiary Designation
     Form,  all Beneficiary designations previously filed shall
     be  canceled.  The Committee shall be entitled to rely  on
     the   last  Beneficiary  Designation  Form  filed  by  the
     Participant with the Committee prior to his death.

9.3       Spousal   Consent.   In  the  case   of   a   married
     Participant, if the Participant names someone  other  than
     his  spouse  as a primary Beneficiary, a spousal  consent,
     in  the  form designated by the Committee, must be  signed
     by   that  Participant's  spouse  and  returned   to   the
     Committee.   No  consent is required if it is  established
     to  the  satisfaction of the Committee that consent cannot
     be obtained because the spouse cannot be located.

9.4      No Beneficiary Designation.  If a Participant fails to
     designate   a   Beneficiary   as   provided   above,   the
     Participant's designated Beneficiary shall  be  deemed  to
     be  his  surviving  spouse.  If  the  Participant  has  no
     surviving  spouse,  the benefits otherwise  payable  to  a
     Beneficiary shall be paid to the Participant's estate.

9.5      Doubt  as to Beneficiaries.  If the Committee has  any
     doubt  as  to  the proper Beneficiary to receive  payments
     pursuant  to  this  Plan,  the Committee  shall  have  the
     right,  exercisable in its discretion,  to  withhold  such
     payments  until the matter is resolved to the  Committee's
     satisfaction, and/or to require indemnification.

9.6      Discharge  of  Obligations.  The payment  of  benefits
     under   the   Plan  to  a  Participant  or   Participant's
     Beneficiary  shall  fully  and  completely  discharge  the
     Company   and   the   Participant's  Employer   from   all
     obligations  under this Plan with respect to the  deceased
     Participant  and all of his Beneficiaries and  any  others
     that may be entitled to such benefits.

                          ARTICLE 10

                       Leave of Absence

10.1     Paid Leave of Absence.  If a Participant is authorized
     by  the  Company  to  take a paid leave  of  absence,  the
     Participant  shall continue to be considered  employed  by
     the  Employer and the Base Annual Salary and Annual  Bonus
     deferred  by the Participant shall continue to be withheld
     during  such  paid  leave of absence  in  accordance  with
     Section 3.4.

10.2      Unpaid  Leave  of  Absence.   If  a  Participant   is
     authorized  by  the  Company to take an  unpaid  leave  of
     absence,  the Participant shall continue to be  considered
     employed  by  the  Employer and the Participant  shall  be
     excused  from  making deferrals until the earlier  of  the
     date  the  leave  of  absence expires or  the  Participant
     returns   to   a  paid  employment  status.    Upon   such
     expiration  or  return, deferrals  shall  resume  for  the
     remaining   portion  of  the  Plan  Year  in   which   the
     expiration  or  return  occurs,  based  on  the   deferral
     election, if any, made for that Plan Year.

                          ARTICLE 11

            Termination, Amendment or Modification

11.1      Termination.   The  Company  reserves  the  right  to
     terminate  the  Plan at any time.  Prior to  a  Change  in
     Control,  the Committee shall have the right, at its  sole
     discretion, and notwithstanding any elections made by  the
     Participant  to  pay the then outstanding Account  Balance
     in  a  lump  sum.  After a Change in Control  the  Company
     shall be required to pay such benefits in a lump sum.

11.2     Amendment.   The  Board may, at  any  time,  amend  or
     modify  the  Plan in whole or in part, provided,  however,
     that  no  amendment  or  modification  shall  decrease  or
     restrict  a Participant's Account Balance at the time  the
     amendment  or modification is made, calculated as  if  the
     Participant  had experienced a Termination  of  Employment
     as   of   the   effective  date  of   the   amendment   or
     modification, or, if the amendment or modification  occurs
     after the date upon which the Participant was eligible  to
     Retire,  the  Participant had Retired as of the  effective
     date  of the amendment or modification.  The amendment  or
     modification of the Plan shall not affect the  payment  of
     benefits to any Participant or Beneficiary who has  become
     entitled to the payment of benefits under the Plan  as  of
     the date of the amendment or modification.

11.3     Effect of Payment.  The full payment of the applicable
     benefit  under  Articles 4, 5, 6 or 7 of  the  Plan  shall
     completely  discharge  all obligations  to  a  Participant
     under   this  Plan  and  the  Plan  Agreement,   and   the
     Participant's Plan Agreement shall terminate.

                          ARTICLE 12

                        Administration

12.1     Committee Duties.  This Plan shall be administered  by
     the  Committee or its delegates.  The Committee shall also
     have   the  discretion  and  authority  to  make,   amend,
     interpret,   and   enforce  all  appropriate   rules   and
     regulations  for  the  administration  of  this  Plan  and
     decide   or   resolve  any  and  all  questions  including
     interpretations of this Plan, as may arise  in  connection
     with   the  Plan.   A  majority  of  the  Committee  shall
     constitute a quorum and a majority of the members  present
     at  any  meeting  at  which a quorum is  present  or  acts
     approved  in writing or in a telephone meeting by  all  of
     the  members  shall constitute a decision  by  the  entire
     Committee.

12.2     Agents.   In  the  administration of  this  Plan,  the
     Committee  may,  from  time  to  time,  delegate  to  such
     persons   as  it  deems  appropriate  such  administrative
     duties  as  it sees fit and may from time to time  consult
     with  counsel  who  may be counsel to  the  Company  or  a
     subsidiary.

12.3     Binding  Effect of Decisions.  The decision or  action
     of  the Committee with respect to any question arising out
     of    or    in   connection   with   the   administration,
     interpretation and application of the Plan and  the  rules
     and  regulations promulgated hereunder shall be final  and
     conclusive  and  binding  upon  all  persons  having   any
     interest in the Plan.

12.4     Indemnification.  The Company shall indemnify and hold
     harmless  the  named  fiduciaries  and  any  officers   or
     employees  of  the Company and its subsidiaries  to  which
     fiduciary  responsibilities have been delegated  from  and
     against  any  and all liabilities, claims, demands,  costs
     and  expenses including attorneys fees, arising out of  an
     alleged  breach  in  the performance  of  their  fiduciary
     duties   under  the  Plan  and  ERISA,  other  than   such
     liabilities,  claims, demands, costs and expenses  as  may
     result from the gross negligence or willful misconduct  of
     such  person.  The Company shall have the right,  but  not
     the  obligation, to conduct the defense of such person  in
     any proceeding to which this paragraph applies.

                          ARTICLE 13

                       Claims Procedures

13.1     Presentation of Claim.  Any Participant or Beneficiary
     of  a deceased Participant may deliver to the Committee  a
     written  claim  for a determination with  respect  to  the
     amounts distributable to such Claimant from the Plan.   If
     such  a claim relates to the contents of a notice received
     by  the  Claimant, the claim must be made within  60  days
     after  such  notice  was received by  the  Claimant.   All
     other  claims must be made within 180 days of the date  on
     which  the  event that caused the claim to arise occurred.
     The  claim must state with particularity the determination
     desired by the Claimant.

13.2      Notification   of  Decision.   The  Committee   shall
     consider a Claimant's claim within a reasonable time,  and
     shall notify the Claimant in writing:

         (a)   that the Claimant's requested determination  has
         been  made,  and  that the claim has been  allowed  in
         full; or

         (b)   that  the  Committee has  reached  a  conclusion
         contrary,  in  whole  or in part,  to  the  Claimant's
         requested  determination, and  such  notice  must  set
         forth  in a manner calculated to be understood by  the
         Claimant:

                  (i)    the specific reason(s) for the  denial
              of the claim, or any part of it;

                  (ii)    specific  reference(s)  to  pertinent
              provisions  of  the Plan upon which  such  denial
              was based;

                  (iii)     a  description  of  any  additional
              material   or  information  necessary   for   the
              Claimant to clarify or perfect the claim, and  an
              explanation  of why such material or  information
              is necessary; and

                  (iv)    an  explanation of the  claim  review
              procedure set forth in Section 13.3 below.

13.3     Review  of  a  Denied  Claim.  Within  60  days  after
     receiving  a  notice from the Committee that a  claim  has
     been  denied,  in  whole or in part, a  Claimant  (or  the
     Claimant's duly authorized representative) may  file  with
     the  Committee  a  written request for  a  review  of  the
     denial  of  the  claim.  Thereafter, but  not  later  than
     30  days  after the review procedure began,  the  Claimant
     (or the Claimant's duly authorized representative):

         (a)  may review pertinent documents;

         (b)   may  submit written comments or other documents;
         and/or

         (c)   may  request a hearing, which the Committee,  in
         its sole discretion, may grant.

13.4     Decision  on Review.  The Committee shall  render  its
     decision  on review promptly, and not later than  60  days
     after  the filing of a written request for review  of  the
     denial,   unless  a  hearing  is  held  or  other  special
     circumstances require additional time, in which  case  the
     Committee's  decision  must be rendered  within  120  days
     after  such  date.  Such decision must  be  written  in  a
     manner calculated to be understood by the Claimant and  it
     must contain:

         (a)  specific reasons for the decision;

         (b)   specific  reference(s)  to  the  pertinent  Plan
         provisions upon which the decision was based; and

         (c)    such  other  matters  as  the  Committee  deems
         relevant.

13.5      Legal  Action.   A  Claimant's  compliance  with  the
     foregoing  provisions of this Article 13  is  a  mandatory
     prerequisite  to  a Participant's right  to  commence  any
     legal  action with respect to any claim for benefits under
     this Plan.


                          ARTICLE 14

                         Miscellaneous

14.1     Unsecured  General Creditor.  Participants  and  their
     Beneficiaries,  heirs, successors and assigns  shall  have
     no  legal or equitable rights, interest or claims  in  any
     property  or  assets of the Company or an  Employer.   Any
     and  all of the Company's assets shall be, and remain, its
     general,   unpledged   and   unrestricted   assets.    The
     Company's  obligation under the Plan shall be merely  that
     of  an unfunded and unsecured promise to pay money in  the
     future.

14.2     Employer's  Liability.   An Employer  other  than  the
     Company  shall  have no liability to a  Participant  or  a
     Participant's  Beneficiary for  payment  of  any  benefits
     under the Plan.

14.3     Company's Liability.  Amounts payable to a Participant
     on  his Account Balance under Article 3 shall be paid from
     the  general  assets  of  the Company  (including  without
     limitation  the  assets of any trust established  to  fund
     payment of obligations hereunder) exclusively.

14.4     Nonassignability.  Neither a Participant nor any other
     person  shall  have  the right to commute,  sell,  assign,
     transfer,   pledge,  anticipate,  mortgage  or   otherwise
     encumber,  transfer, hypothecate or convey in  advance  of
     actual receipt the amounts, if any, payable hereunder,  or
     any  part thereof, which are, and all rights to which  are
     expressly     declared    to    be    unassignable     and
     non-transferable,  except that  the  foregoing  shall  not
     apply  to  any family support obligations set forth  in  a
     court  order.  No part of the amounts payable shall, prior
     to  actual payment, be subject to seizure or sequestration
     for  the  payment  of  any debts,  judgments,  alimony  or
     separate  maintenance owed by a Participant or  any  other
     person,  nor be transferable by operation of  law  in  the
     event  of a Participant's or any other person's bankruptcy
     or insolvency.

14.5      Not   a  Contract  of  Employment.   The  terms   and
     conditions  of  this Plan nor any actions taken  hereunder
     shall   not   be  deemed  to  constitute  a  contract   of
     employment  between  the Company or an  Employer  and  the
     Participant,  nor  give  Participant  any  right   to   be
     retained   as   an   employee  of  the  Company   or   its
     subsidiaries.    Such  employment  relationship   can   be
     terminated  at  any time for any reason, with  or  without
     cause,  unless expressly provided in a written  employment
     agreement.   This  Plan  shall only create  a  contractual
     obligation  on the part of the Company, and shall  not  be
     construed   as   creating  a  trust   or   any   fiduciary
     relationship.

14.6     Furnishing Information.  A Participant will  cooperate
     with  the  Committee by furnishing any and all information
     requested by the Committee and take such other actions  as
     may    be   requested   in   order   to   facilitate   the
     administration  of the Plan and the payments  of  benefits
     hereunder,  including  but  not  limited  to  taking  such
     physical   examinations   as  the   Committee   may   deem
     necessary.

14.7     Captions.  The captions of the articles, sections  and
     paragraphs  of  this  Plan are for  convenience  only  and
     shall  not  control or affect the meaning or  construction
     of any of its provisions.

14.8     Governing Use.  The provisions of this Plan  shall  be
     construed  and interpreted according to the  laws  of  the
     State of California.

14.9     Pronouns.   Masculine  pronouns  wherever  used  shall
     include feminine pronouns.

14.10    Notice.  Any notice or filing required or permitted to
     be  given  to  the  Committee under  this  Plan  shall  be
     sufficient  if in writing and hand-delivered, or  sent  by
     registered  or  certified mail, return receipt  requested,
     to:

              Consolidated Freightways Corporation
              Compensation Committee
              Deferred Compensation Plan for Executives
              175 Linfield Drive
              Menlo Park, California 94025

     Such  notice  shall  be deemed given as  of  the  date  of
     delivery  or, if delivery is made by mail, as of the  date
     shown  on the postmark on the receipt for registration  or
     certification.

     Any notice or filing required or permitted to be given  to
     a  Participant under this Plan shall be sufficient  if  in
     writing  and hand-delivered, or sent by mail, to the  last
     known address of the Participant.

14.11    Successors.   The  provisions of this  Plan  shall  be
     binding   upon   and   inure  to  the   benefit   of   the
     Participant's Company and its successors and  assigns  and
     the  Participant,  the  Participant's  Beneficiaries,  and
     their permitted successors and assigns.

14.12    Spouse's  Interest.   The  interest  in  the  benefits
     hereunder   of   a  spouse  of  a  Participant   who   has
     predeceased  the Participant shall automatically  pass  to
     the  Participant  and  shall not be transferable  by  such
     spouse  in any manner, including but not limited  to  such
     spouse's  will,  nor shall such interest  pass  under  the
     laws of intestate succession.

14.13    Incompetent.   If  the  Committee  determines  in  its
     discretion  that a benefit under this Plan is to  be  paid
     to  a  minor, a person declared incompetent or to a person
     incapable  of  handling the disposition of  that  person's
     property,  the  Committee  may  direct  payment  of   such
     benefit  to the guardian, legal representative  or  person
     having the care and custody of such minor, incompetent  or
     incapable  person.   The Committee may  require  proof  of
     minority, incompetency, incapacity or guardianship, as  it
     may  deem appropriate and/or such indemnification  of  the
     Committee, the Company and the Participant's Employer  and
     security,   as   it  deems  appropriate,   in   its   sole
     discretion,  prior to distribution of  the  benefit.   Any
     payment  of  a benefit shall be a payment for the  account
     of  the Participant and the Participant's Beneficiary,  as
     the  case may be, and shall be a complete discharge of any
     liability under the Plan for such payment amount.

14.14    Distribution in the Event of Taxation.   If,  for  any
     reason,  all  or  any  portion of a Participant's  benefit
     under  this Plan becomes taxable to the Participant  prior
     to  receipt, a Participant may petition the Committee  for
     a   distribution  of  assets  sufficient   to   meet   the
     Participant's tax liability (including additions  to  tax,
     penalties  and  interest).   Upon  the  grant  of  such  a
     petition,  which grant shall not be unreasonably withheld,
     the   Company   shall   distribute  to   the   Participant
     immediately  available funds in an amount  equal  to  that
     Participant's  federal,  state  and  local  tax  liability
     associated  with  such  event of  taxation  (which  amount
     shall  not  exceed a Participant's accrued  benefit  under
     the  Plan), such tax liability shall be measured by  using
     that  Participant's  then current highest  federal,  state
     and  local  marginal tax rate, plus the rates  or  amounts
     for   the  applicable  additions  to  tax,  penalties  and
     interest.   If the petition is granted, the tax  liability
     distribution  shall be made within 90  days  of  the  date
     when  the  Participant's  petition  is  granted.   Such  a
     distribution  shall reduce the benefits to be  paid  under
     this Plan.

14.15    Legal  Fees  To  Enforce Rights.  If the  Company  has
     failed  to  comply with any of its obligations  under  the
     Plan  or any agreement thereunder or, if the Company,  the
     Participant's  Employer  or any  other  person  takes  any
     action  to  declare  the  Plan void  or  unenforceable  or
     institutes  any litigation or other legal action  designed
     to  deny, diminish or to recover from any Participant  the
     benefits  intended  to  be  provided,  then  the   Company
     irrevocably authorizes such Participant to retain  counsel
     of  his choice and agrees to pay the reasonable legal fees
     and  expenses  of the Participant incurred  in  connection
     with  the initiation or defense of any litigation or other
     legal  action, whether by or against the Company,  or  any
     director,  officer, shareholder or other person affiliated
     with  the  Company,  or  any  successor  thereto  in   any
     jurisdiction, provided that such Participant  prevails  in
     such action.

14.16    Payment  of Withholding.  As a condition of  receiving
     benefits  under the Plan, the Participant  shall  pay  the
     Company  and/or the applicable Employer not less than  the
     amount  of  all  applicable  federal,  state,  local   and
     foreign  taxes  required by law to  be  paid  or  withheld
     relating   to  the  receipt  or  entitlement  to  benefits
     hereunder.   The  Company  may  withhold  taxes  from  any
     benefits  paid  and/or from Base Annual Salary  or  Annual
     Bonus, in its sole discretion.

14.17     Coordination  with  Other  Benefits.   The   benefits
     provided  for a Participant and Participant's  Beneficiary
     under  the  Plan  are  in addition to any  other  benefits
     available  to  such Participant under any  other  plan  or
     program   for   employees   of   the   Company   and   its
     subsidiaries.   The Plan shall supplement  and  shall  not
     supersede, modify or amend any other such plan or  program
     except  as  may  otherwise be expressly provided.   In  no
     event   shall  distributions  under  the  Plan  prior   to
     Retirement   have   the  effect  of  increasing   payments
     otherwise  due under the various retirement plans  of  the
     Company and its subsidiaries.

          IN  WITNESS WHEREOF, the Company has signed this Plan
as of November 20, 1996.


                                Consolidated Freightways Corporation



                                By: STEPHEN D. RICHARDS
                                     Stephen D. Richards
                                Its: Senior Vice President