EXHIBIT 10.22

              CONSOLIDATED FREIGHTWAYS CORPORATION
                MANAGEMENT CHANGE-OF-CONTROL PLAN


                          INTRODUCTION

     The Consolidated Freightways Corporation Management Change-
of-Control Plan (the "Plan") is hereby adopted by the Board of
Directors (the "Board") of Consolidated Freightways Corporation,
a Delaware corporation (the "Company"), effective as of December
8, 1998.  The Plan is intended to provide members of management
who are Participants in the Plan with the benefits specified
herein in the event of a Change of Control.

     Certain capitalized terms used in the Plan are defined in
Article 10.

                            ARTICLE 1

                    ESTABLISHMENT OF THE PLAN

     1.1   Establishment  of  Plan.   As  of  the  date  of  this
Agreement, the Company hereby establishes a plan to be  known  as
the "Management Change-of-Control Plan" (the "Plan"), which shall
contain the terms and conditions set forth herein.

     1.2   Applicability of Plan.  The benefits provided  by  the
Plan  shall  be  available to all Participants, unless  otherwise
specifically provided.

                            ARTICLE 2

                           ELIGIBILITY

     2.1   Participation.  All corporate officers of the Company,
Consolidated   Freightways  Corporation  of  Delaware   and   the
President of Canadian Freightways Limited, as of the date  hereof
will be Participants in the Plan.  The Board of Directors or  the
Compensation Committee of the Board, who have executed a copy  of
this  Plan,  (the  "Compensation Committee")  may,  in  its  sole
discretion,   designate  additional  members  of  management   or
employees of the Company or any other corporation or entity  that
directly  or indirectly controls, is controlled by, or  is  under
common   control  with  the  Company  (an  "Affiliate")   to   be
Participants   in  the  Plan  and,  subject  to  the   terms   of
Section  2.2, may decide that members of management or  employees
who  have  been designated as Participants in the Plan  shall  no
longer  be  Participants.  Notwithstanding any of  the  foregoing
provisions  of this Section 2.1 or elsewhere in the Plan  to  the
contrary, no person otherwise eligible shall be a Participant  if
such  person  has entered into an employment agreement  with  the
Company  or an Affiliate of the Company which expressly  provides
for  severance benefits in the event of the termination  of  such
person's  employment  relationship  with  the  Company   or   its
Affiliate, as appropriate.

     2.2   Duration of Participation.  A Participant shall  cease
to  be a Participant in the Plan upon a determination thereof  by
the  Board or the Compensation Committee; provided, however, that
in  no  event shall any such determination impair a Participant's
rights under this Plan with respect to benefits that have accrued
at   or  prior  to  such  determination.   Without  limiting  the
foregoing,  if  a  Participant is then  entitled  to  payment  of
benefits  under the Plan as a result of a Change of Control  that
occurred  at  or  prior to the time of such  determination,  such
Participant shall remain a Participant in the Plan until the full
amount of such benefits has been paid to such Participant.  In no
event  shall any Participant be entitled to benefits pursuant  to
this  Plan with respect to a Change of Control that occurs  after
the   termination  of  such  Participant's  employment  with  the
Company,  for  any reason or for no reason, and nothing  in  this
Plan  shall  alter the status of each Participant as  an  at-will
employee of the Company.

                            ARTICLE 3

                       SEVERANCE BENEFITS

     3.1   Right to Severance Benefits.  If the Change of Control
is   consummated  while  the  Plan  remains  in  effect,  and   a
Participant  is  either  (i) terminated  by  the  Company  or  an
Affiliate of the Company employing such Participant without Cause
or  (ii) voluntarily terminates such employment with Good Reason,
such  Participant shall be entitled to receive Severance Benefits
from  the Company as set forth in Section 3.2; provided, however,
that the Participant's termination of employment occurs either at
the  time  of  or not more than twenty four (24) months  after  a
Change of Control.

     3.2   Determination  of  Severance Benefits.   If,  after  a
Change  of  Control,  any  Participant has  a  right  to  receive
Severance  Benefits  pursuant  to Section  3.1  above,  Severance
Benefits shall be determined as follows:

          (a)   Such Participant will receive as a lump sum  cash
payment  the equivalent of one (1) times Base Salary and  his  or
her  Target  Bonus.  Such  Participant  shall  also  receive   an
additional  one  (1)  year's age and  service  credit  under  the
Company's   defined   benefit  pension  plan   and   supplemental
retirement  plan  as  if  Participant had  continued  to  perform
services for such period with the same amount of Base Salary  and
Target Bonus.

          (b)   The  Company  shall  pay  the  premiums  for  the
terminated  Participant  and for the eligible  spouse  and  other
COBRA  qualified beneficiaries of the terminated Participant  for
the  health  insurance continuation benefits provided  under  the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  as
amended,  ("COBRA"),  and Section 4980B of the  Internal  Revenue
Code  of  1986,  as amended (the "Code"), for the maximum  period
provided   by   law   for  such  qualified  beneficiary's   COBRA
continuation rights, but in any event not to exceed one (1)  year
from the date of Participant's termination of employment.

     3.3   Time  of  Severance  Payment.   The  portions  of  the
Severance  Benefits payable in cash shall be paid by the  Company
in lump sum in cash not later than thirty (30) days following the
Date of Termination (as defined in Section 3.7).

     3.4   No  Mitigation.  The Participant shall not be required
to mitigate the amount of the Severance Benefits by seeking other
employment or otherwise, and any amount earned by the Participant
as the result of employment by another employer after the Date of
Termination shall not reduce the Severance Benefits.

     3.5   Withholding.   The Company shall withhold  appropriate
federal,  state,  local and foreign income and  employment  taxes
from any payments hereunder.

     3.6   Notice of Termination.  Any termination by the Company
or  its Affiliate for Cause or by the Company for termination  of
the  Plan  or  by  the  Participant  for  Good  Reason  shall  be
communicated  by Notice of Termination to the other party  hereto
given by hand delivery or by registered or certified mail, return
receipt requested, postage prepaid, if to the Participant, to the
Participant  at  the Participant's address as set  forth  in  the
Company's  records,  and,  if  to the  Company,  to  Consolidated
Freightways  Corporation,  175 Linfield  Drive,  Menlo  Park,  CA
94025,  or  to  such  other address as may be designated  by  the
Company.  Any notices given pursuant to this Section 3.6 shall be
effective  on  the earlier of the date on which  such  notice  is
actually received by the addressee or the date that is three days
after such notice is sent by the addressor.  For purposes of  the
Plan, a "Notice of Termination" means a written notice which  (i)
indicates  the provisions in the Plan that are affected  by  such
termination  and  (ii)  if  the Date of Termination,  as  defined
below,  is  other  than  the  date of  receipt  of  such  notice,
specifies the termination date (which date shall be not more than
fifteen  (15) days after the giving of such notice).  The failure
by  the Company or the Participant to set forth in the Notice  of
Termination  any  fact  or circumstance which  contributes  to  a
showing  of Cause or of Good Reason shall not waive any right  of
the  Company  or of the Participant, respectively,  hereunder  or
preclude  the  Company  or  the Participant,  respectively,  from
asserting  such fact or circumstance in enforcing its or  his/her
rights hereunder.

     3.7   Date of Termination.  "Date of Termination" means  the
date  of  receipt of the Notice of Termination or any later  date
specified therein, as the case may be; provided, however, that if
the  Participant's employment is terminated by the Company or its
Affiliate other than for Cause, the Date of Termination shall  be
the  date on which the Company notifies the Participant  of  such
termination or such later date specified by the Company.

     3.8   Certain Reduction of Payments.  In the event that  any
distribution received or to be received by a Participant pursuant
to  the  Plan ("Distribution") would (i) constitute a  "parachute
payment" within the meaning of Section 280G of the Code and  (ii)
be  subject to the excise tax imposed by Section 4999 of the Code
(the  "Excise Tax"), then such Distribution shall be  reduced  to
the  largest  amount  which would result in  no  portion  of  the
Distribution being subject to the Excise Tax or such Distribution
may  be  paid  in  full, whichever produces the better  after-tax
result  for  the  Participant.  Necessary  calculations  will  be
prepared by a mutually acceptable accounting firm, paid  in  full
by the Company.

As a condition of receiving benefits under this Agreement,
Participant may not directly solicit employees or full-time
consultants of the Company to leave during his/her employment
with the Company or for a period of two years from termination of
employment.  Participant shall also waive any known or unknown
claim against the Company and its Affiliates, including, if
applicable, any acquiring corporation, other than those arising
under the Agreement.  Participant shall sign an appropriate
release if so requested.



                            ARTICLE 4

                  PAYMENTS TO AND FROM THE PLAN

     The cash benefits under the Plan shall be paid from the
general funds of the Company (by certified or official bank check
or wire transfer of immediately available funds to an account
designated by the applicable Participant), and the Participants
shall be no more than unsecured general creditors of the Company.

                            ARTICLE 5

             OTHER RIGHTS AND BENEFITS NOT AFFECTED

     5.1   Nonexclusivity.  Nothing in the Plan shall prevent  or
limit any Participant's continuing or future participation in any
benefit,  bonus, incentive or other plans, programs, policies  or
practices provided by the Company or its affiliates and for which
a  Participant  may otherwise qualify, nor shall anything  herein
limit or otherwise affect such rights as any Participant may have
under  any  stock  option or other agreements with  the  Company.
Except as otherwise expressly provided herein, amounts which  are
vested  benefits or which a Participant is otherwise entitled  to
receive  under  any  plan, policy, practice  or  program  of  the
Company  at  or  subsequent to the Date of Termination  shall  be
payable  in  accordance  with  such  plan,  policy,  practice  or
program.  Provided, however, Participant shall be entitled within
thirty (30) days of the Date of Termination to be paid a pro-rata
portion  of Participant's Target Bonus based upon performance  of
the  Company and/or an Affiliate and/or as otherwise provided  in
the annual bonus plan against the plan objectives.

     5.2   Employment  Status.  The Plan does  not  constitute  a
contract of employment or impose on any Participant, the  Company
or  any of the Company's affiliates any obligation to retain  any
Participant  as  an  employee,  to  change  the  status  of   the
Participant's   employment,  or  to  change  the   Company's   or
affiliate's policies regarding termination of employment.  In  no
event  shall any Participant be entitled to benefits pursuant  to
this  Plan with respect to a Change of Control that occurs  after
the   termination  of  such  Participant's  employment  with  the
Company,  for  any reason or for no reason, and nothing  in  this
Plan  shall  alter the status of each Participant as  an  at-will
employee of the Company.

                            ARTICLE 6

                      SUCCESSOR TO COMPANY

     The Plan shall be binding upon any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of
the Company and any parent company, and any such successor or
assignee and parent company, if any, shall be required to perform
the Company's obligations under the Plan, in the same manner and
to the same extent that the Company would be required to perform
if no such succession or assignment had taken place.  In such
event, the term "Company," as used in the Plan, shall mean the
Company, and any successor or assignee to the business or assets
and any parent company, which by reason hereof becomes bound by
the terms of the Plan.

                            ARTICLE 7

       AMENDMENT AND TERMINATION; ADMINISTRATIVE AUTHORITY

     7.1   Amendment  or  Termination.  The Board  may  amend  or
terminate  this Plan at any time.  Notwithstanding the foregoing,
the Plan shall not terminate, expire or be adversely amended with
respect  to  any  Participant who becomes  entitled  to  benefits
hereunder  until such Participant has received such  payments  or
other  rights  in  full,  nor shall the  Plan  be  terminated  or
adversely  amended  with respect to any Participant  without  the
written consent of such Participant at any time during the twenty
four (24) month period commencing with the occurrence of a Change
of Control.

     7.2   Administrative Authority.  The Company shall have  the
responsibility  and  authority  to  establish  rules,  forms  and
procedures  for the administration of the Plan, and  to  construe
and  interpret  the Plan and to decide any and all  questions  of
fact,  interpretation, definition, computation or  administration
arising  in connection with the operation of the Plan, including,
but  not  limited to, the eligibility to participate in the  Plan
and amount of benefits paid under the Plan.

     ARTICLE 8


                    NON-TRANSFER OF BENEFITS

     No benefit hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to do so shall be void.

                            ARTICLE 9

               LEGAL CONSTRUCTION AND ARBITRATION

     9.1   Applicable  Law.   This Plan  shall  be  construed  in
accordance  with  the  laws of the State  of  California  without
regard to the conflict of laws provisions thereof.

     9.2   Arbitration.   Any and all disputes or  controversies,
whether of law or fact of any nature whatsoever, arising from  or
respecting  the application of the Plan to any Participant  shall
be decided by arbitration by the American Arbitration Association
in accordance with the rules and regulations of that Association,
or  by  any  other arbitration body mutually agreed upon  by  the
parties.   Pre-arbitration discovery shall be  permitted  at  the
request of either party to a dispute under appropriate protection
for proprietary and confidential business information.

     The arbitrators shall be selected as follows: the Company
and the Participant who is a party to the dispute shall each
select one independent, qualified arbitrator and the two
arbitrators so selected shall select the third arbitrator.  The
Company reserves the right to disqualify any individual
arbitrator who shall be employed by or affiliated with a
competing organization.  The Company will pay all of the costs of
any arbitrator hired to resolve a dispute as determined by the
American Arbitration Association.

     Arbitration shall take place in San Mateo County,
California, or any other location mutually agreeable to the
parties.  At the request of either party, arbitration proceedings
will be conducted in the utmost secrecy and, in such case, all
documents, testimony and records shall be received, heard and
maintained by the arbitrators in secrecy under seal, available
for inspection only by the parties to the arbitration, their
respective attorneys, and their respective expert consultants or
witnesses who shall agree, in advance and in writing, to receive
all such information confidentially and to maintain such
information in secrecy, and make no use of such information
except for the purposes of the arbitration, until such
information shall become generally known.

     The arbitrators, who shall act by majority vote, shall be
able to decree any and all relief of an equitable nature,
including but not limited to such relief as a temporary
restraining order, a temporary injunction, or a permanent
injunction, and shall also be able to award damages, with or
without an accounting and costs.  The decree or judgment of an
award rendered by the arbitrators may be entered and enforced in
any court having jurisdiction over the parties.

     Reasonable notice of the time and place of arbitration shall
be given to persons other than the parties, if such notice is
required by law, in which case such persons or their authorized
representatives shall have the right to attend or participate in
the arbitration hearing in such manner as the law shall require.

     If any action is necessary to enforce or interpret the
application of the Plan to a Participant, then that Participant
shall be entitled to reasonable attorneys fees, costs, and
necessary disbursements in addition to any other relief to which
that Participant may be entitled, if any, under all circumstances
regardless of the outcome of the action.

                           ARTICLE 10

                           DEFINITIONS

     For purposes of the Plan, the following terms shall have the
meanings set forth below.

     10.1  "Base  Salary" means the greater of the  Participant's
base  salary on the date hereof, or on the date of the Change-of-
Control.  In no event may Base Salary be reduced.

     10.2  "Cause" means the occurrence of any of the  following:
(a)  any  intentional action or intentional  failure  to  act  by
Participant which was performed in bad faith and to the  material
detriment  of the Company; (b) Participant intentionally  refuses
or  intentionally fails to act in accordance with any lawful  and
proper direction or order of the Board; (c) Participant willfully
and   habitually  neglects  the  duties  of  employment;  or  (d)
Participant is convicted of a felony crime involving fraud or  an
act of dishonesty against the Company, provided that in the event
that  any of the foregoing events is capable of being cured,  the
Company  shall  provide written notice to Participant  describing
the  nature  of such event and Participant shall thereafter  have
ten (10) business days to cure such event.

     10.3 "Change-of-Control" means any one of the following:

          (a)   The  Company  is  merged,  or  consolidated,   or
reorganized  into  or  with another corporation  or  other  legal
person,  and  as  a  result  of  such  merger,  consolidation  or
reorganization less than 50% of the combined voting power of  the
then-outstanding  securities  of  such  corporation   or   person
immediately  after such transaction are held in the aggregate  by
the holders of voting securities of the Company immediately prior
to such transaction;

          (b)  The Company sells at least fifty percent (50%)  of
its assets in a twelve (12) month period to any other corporation
or  other  legal  person and thereafter, less  than  50%  of  the
combined  voting power of the then-outstanding voting  securities
of the acquiring or consolidated entity are held in the aggregate
by  the  holders of voting securities of the Company  immediately
prior to such sale;

          (c)   There  is a report filed after the date  of  this
Agreement  on  Schedule 13D or Schedule 14 D-1 (or any  successor
schedule,  form or report), each as promulgated pursuant  to  the
Securities  Exchange Act of 1934 (the "Exchange Act")  disclosing
that any person (as the term "person" is used in Section 13(d)(3)
or   Section  14(d)(2)  of  the  Exchange  Act)  has  become  the
beneficial owner (as the term "beneficial owner" is defined under
Rule  13d-3 or any successor rule or regulation promulgated under
the Exchange Act) representing 25% or more of the combined voting
power of the then-outstanding voting securities of the Company;

          (d)  The Company shall file a report or proxy statement
with  the  Securities  and Exchange Commission  pursuant  to  the
Exchange  Act  disclosing in response  to  item  1  of  Form  8-X
thereunder  or  Item  5(f) of Schedule  14A  thereunder  (or  any
successor  schedule,  form or report or item  therein)  that  the
change in control of the Company has or may have occurred or will
or may occur in the future pursuant to any then-existing contract
or transaction;

          (e)   During  any  period  of  two  consecutive  years,
individuals  who  at the beginning of any such period  constitute
the  directors of the Company cease for any reason to  constitute
at least a majority thereof unless the election or the nomination
for  election by the Company's shareholders of each  director  of
the  Company first elected during such period was approved  by  a
vote  of at least two-thirds of the directors of the Company then
still  in  office  who  were directors  of  the  Company  at  the
beginning  of  such  period (an "Incumbent  Director"),  and  any
director so approved shall be treated as an Incumbent Director in
the future; or

          (f)  the liquidation or dissolution of the Company.

     10.4  "Company" means Consolidated Freightways  Corporation,
Consolidated  Freightways  Corporation  of  Delaware,   and   any
successor as provided in Article 6 hereof.

     10.5  "Date  of Termination" has the meaning  set  forth  in
Section 3.7.

     10.6 "Effective Date" shall mean December 8, 1998.

     10.7 "Good Reason" means any action taken by the Company  or
its   successor,  as  the  case  may  be,  that  results   in   a
(i)  reduction of Participant's Base Salary and/or  Target  Bonus
opportunity as in effect immediately prior to the Effective  Date
of the Plan or in effect immediately prior to the occurrence of a
Change  of Control, whichever is greater, (ii) failure to provide
a  package  of welfare benefit plans, pension benefit plans,  and
fringe  benefits for employees of the Company and its  Affiliates
and  to  other officers of the Company and its Affiliates  (other
than senior executive officers) which, taken as a whole, provides
substantially similar benefits to those in which the  Participant
is  entitled to participate immediately prior to the Commencement
Date  of this Agreement or that in effect prior to the occurrence
of  a  Change-of-Control, whichever is greater, or any action  by
the Company which would materially adversely affect Participant's
participation  or materially reduce Participant's benefits  under
any    of    such    plans,   (iii)   change   in   Participant's
responsibilities,  authority,  title  (excluding  the   Corporate
Secretary title), office, or reporting relationships resulting in
diminution  of position, excluding for this purpose an  isolated,
insubstantial and inadvertent action not taken in bad faith which
is remedied by the Company promptly after notice thereof is given
by  Participant,  and excluding the reporting to  the  equivalent
senior  level executive at the Company or the parent  company  of
the Company, (iv) request that Participant relocate to a worksite
that is more than 15 miles from his or her prior worksite, unless
Participant  accepts  such relocation opportunity,  (v)  material
reduction   in  Participant's  duties  (excluding  the  Corporate
Secretary  function), (vi) failure or refusal of a  successor  to
the   Company  or  a  parent  company  to  assume  the  Company's
obligations  under  this  Agreement, as provided  in  Article  6,
(vii)  material  breach by the Company or any  successor  to  the
Company  of any of the material provisions of this Agreement,  or
(viii)  failure  to provide a package of welfare  benefit  plans,
pension  benefits,  and  fringe benefits  for  Participants  made
available to employees of the Company and its Affiliates  and  to
other  officers  (other than senior executive  officers)  of  the
Company  and its Affiliates.  In the event of a Change of Control
of  the  Company in which the Company shall become a division  or
subsidiary   of   a  larger  organization,  references   to   the
Participant's title with the Company shall be deemed to mean  the
equivalent position with such division or subsidiary for purposes
of this Section 10.7, and shall not be deemed to be a Good Reason
under this Section 10.7.

     10.8   "Notice of Termination" has the meaning set forth  in
Section 3.6.

     10.9  "Participant"  shall mean an  employee  who  has  been
designated  as  a  Participant as provided in  Section  2.1,  and
signed a copy of the Plan.

     10.10     "Plan" has the meaning set forth in Section 1.1.

     10.11     "Severance Benefits" has the meaning set forth  in
Section 3.2.

     10.12     "Target Bonus" shall mean the amount of the annual
cash bonus which the Participant has an opportunity to earn under
the  terms of the Company's annual cash incentive bonus  plan  if
the  Company  achieves but does not exceed all of the performance
objectives  designated under such incentive bonus plan,  but  not
less than 35% of Base Salary.

                           ARTICLE 11

                          MISCELLANEOUS

     11.1  Severability.   If  any term, provision,  covenant  or
restriction  of  the  Plan  is  held  by  a  court  of  competent
jurisdiction   or  other  authority  to  be  invalid,   void   or
unenforceable, the remainder of the terms, provisions,  covenants
and  restrictions  of the Plan shall remain  in  full  force  and
effect and shall in no way be affected, impaired or invalidated.

     11.2  Construction of Plan.  Any gender, where appearing  in
the  Plan,  shall  be  deemed to include the  other  gender,  the
singular  shall include the plural, and the plural shall  include
the singular, unless the context otherwise requires.  Descriptive
headings  of  the several Articles of the Plan are  inserted  for
convenience only and shall not control or affect the  meaning  or
construction of any of the provisions hereof.  In the event of  a
conflict   between  the  text  of  the  Plan  and  any   summary,
description or other information regarding the Plan, the text  of
the Plan shall control.

                           ARTICLE 12

                  CLAIMS, INQUIRIES AND APPEALS

     12.1   Applications   for  Benefits  and   Inquiries.    Any
application  for benefits, inquiries about the Plan or  inquiries
about  present or future rights under the Plan must be  submitted
to  the  Plan  Administrator in writing.   The  Company,  or  any
successor, shall at all times maintain a Plan Administrator,  and
shall  give each Participant written notice of any change in  the
Plan  Administrator or the address to which benefits or inquiries
should be sent.  The Plan Administrator is:

                    Consolidated Freightways Corporation
                    Attention: General Counsel
                    175 Linfield Drive
                    Menlo Park, CA  94025

     12.2  Denial  of Claims.  In the event that any  application
for   benefits  is  denied  in  whole  or  in  part,   the   Plan
Administrator  must  notify the applicant,  in  writing,  of  the
denial of the application.  The written notice of denial will  be
set   forth  in  a  manner  designed  to  be  understood  by  the
Participant,  and will include specific reasons for  the  denial,
specific  references to the Plan provision upon which the  denial
is  based  and a description of any information or material  that
the  Plan  Administrator  needs to  complete  the  review.   This
written notice will be given to the employee within 20 days after
the Plan Administrator receives the application.

     12.3  Legal Action.  No legal action for benefits under  the
Plan  may  be  brought  until the claimant (i)  has  submitted  a
written   application  for  benefits  in  accordance   with   the
procedures  described by Section 12.1 above  and  (ii)  has  been
notified by the Plan Administrator that the application is denied
(or   the   application  is  deemed  denied  due  to   the   Plan
Administrator's failure to act on it within the established  time
period).   The  Company  will  reimburse  Participant   for   all
reasonable attorney's fees and costs associated with bringing any
action  to  enforce  their rights hereunder,  regardless  of  the
outcome of such proceeding, provided that the arbitrator or court
does not find the claims was brought in bad faith.



                           ARTICLE 13

                     OTHER PLAN INFORMATION

     13.1 Employer and Plan Identification Numbers.  The Employer
Identification Number assigned to the Company (which is the "Plan
Sponsor"  as that term is used in ERISA) by the Internal  Revenue
Service is 77-0425334.

     13.2  Ending Date for Plan's Fiscal Year.  The date  of  the
end  of the fiscal year for the purpose of maintaining the Plan's
records is December 31.

     13.3 Agent for the Service of Legal Process.  The agent  for
the  service  of  legal  process with respect  to  the  Plan  is:
Consolidated  Freightways Corporation, 175 Linfield Drive,  Menlo
Park,  CA 94025, Attn: General Counsel.  Service of legal process
also may be made upon the Plan Administrator.

     13.4 Plan Sponsor and Administrator.  The "Plan Sponsor" and
the  "Plan Administrator" of the Plan is Consolidated Freightways
Corporation, 175 Linfield Drive, Menlo Park, CA 94025.  The  Plan
Sponsor's and Plan Administrator's telephone number is (650) 326-
1700.  The Plan Administrator is the named fiduciary charged with
the responsibility for administering the Plan.

                           ARTICLE 14

                            EXECUTION

     This Management Change of Control Plan is executed by a duly
authorized officer of the Company as of the 8th day of  December,
1998.


                                Consolidated Freightways
                                Corporation




                                By:/s/Stephen D. Richards

                                Name:   Stephen D. Richards
                                Title:  Senior Vice President &
                                         General Counsel







              CONSOLIDATED FREIGHTWAYS CORPORATION
                MANAGEMENT CHANGE-OF-CONTROL PLAN


                          INTRODUCTION

     The Consolidated Freightways Corporation Management Change-
of-Control Plan (the "Plan") is hereby adopted by the Board of
Directors (the "Board") of Consolidated Freightways Corporation,
a Delaware corporation (the "Company"), effective as of December
8, 1998.  The Plan is intended to provide members of management
who are Participants in the Plan with the benefits specified
herein in the event of a Change of Control.

     Certain capitalized terms used in the Plan are defined in
Article 10.

                            ARTICLE 1

                    ESTABLISHMENT OF THE PLAN

     1.1   Establishment  of  Plan.   As  of  the  date  of  this
Agreement, the Company hereby establishes a plan to be  known  as
the "Management Change-of-Control Plan" (the "Plan"), which shall
contain the terms and conditions set forth herein.

     1.2   Applicability of Plan.  The benefits provided  by  the
Plan  shall  be  available to all Participants, unless  otherwise
specifically provided.

                            ARTICLE 2

                           ELIGIBILITY

     2.1   Participation.  All corporate officers of the Company,
Consolidated   Freightways  Corporation  of  Delaware   and   the
President of Canadian Freightways Limited, as of the date  hereof
will be Participants in the Plan.  The Board of Directors or  the
Compensation Committee of the Board, who have executed a copy  of
this  Plan,  (the  "Compensation Committee")  may,  in  its  sole
discretion,   designate  additional  members  of  management   or
employees of the Company or any other corporation or entity  that
directly  or indirectly controls, is controlled by, or  is  under
common   control  with  the  Company  (an  "Affiliate")   to   be
Participants   in  the  Plan  and,  subject  to  the   terms   of
Section  2.2, may decide that members of management or  employees
who  have  been designated as Participants in the Plan  shall  no
longer  be  Participants.  Notwithstanding any of  the  foregoing
provisions  of this Section 2.1 or elsewhere in the Plan  to  the
contrary, no person otherwise eligible shall be a Participant  if
such  person  has entered into an employment agreement  with  the
Company  or an Affiliate of the Company which expressly  provides
for  severance benefits in the event of the termination  of  such
person's  employment  relationship  with  the  Company   or   its
Affiliate, as appropriate.

     2.2   Duration of Participation.  A Participant shall  cease
to  be a Participant in the Plan upon a determination thereof  by
the  Board or the Compensation Committee; provided, however, that
in  no  event shall any such determination impair a Participant's
rights under this Plan with respect to benefits that have accrued
at   or  prior  to  such  determination.   Without  limiting  the
foregoing,  if  a  Participant is then  entitled  to  payment  of
benefits  under the Plan as a result of a Change of Control  that
occurred  at  or  prior to the time of such  determination,  such
Participant shall remain a Participant in the Plan until the full
amount of such benefits has been paid to such Participant.  In no
event  shall any Participant be entitled to benefits pursuant  to
this  Plan with respect to a Change of Control that occurs  after
the   termination  of  such  Participant's  employment  with  the
Company,  for  any reason or for no reason, and nothing  in  this
Plan  shall  alter the status of each Participant as  an  at-will
employee of the Company.

                            ARTICLE 3

                       SEVERANCE BENEFITS

     3.1   Right to Severance Benefits.  If the Change of Control
is   consummated  while  the  Plan  remains  in  effect,  and   a
Participant  is  either  (i) terminated  by  the  Company  or  an
Affiliate of the Company employing such Participant without Cause
or  (ii) voluntarily terminates such employment with Good Reason,
such  Participant shall be entitled to receive Severance Benefits
from  the Company as set forth in Section 3.2; provided, however,
that the Participant's termination of employment occurs either at
the  time  of  or not more than twenty four (24) months  after  a
Change of Control.

     3.2   Determination  of  Severance Benefits.   If,  after  a
Change  of  Control,  any  Participant has  a  right  to  receive
Severance  Benefits  pursuant  to Section  3.1  above,  Severance
Benefits shall be determined as follows:

          (a)   Such Participant will receive as a lump sum  cash
payment  the equivalent of one (1) times Base Salary and  his  or
her  Target  Bonus.  Such  Participant  shall  also  receive   an
additional  one  (1)  year's age and  service  credit  under  the
Company's   defined   benefit  pension  plan   and   supplemental
retirement  plan  as  if  Participant had  continued  to  perform
services for such period with the same amount of Base Salary  and
Target Bonus.

          (b)   The  Company  shall  pay  the  premiums  for  the
terminated  Participant  and for the eligible  spouse  and  other
COBRA  qualified beneficiaries of the terminated Participant  for
the  health  insurance continuation benefits provided  under  the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  as
amended,  ("COBRA"),  and Section 4980B of the  Internal  Revenue
Code  of  1986,  as amended (the "Code"), for the maximum  period
provided   by   law   for  such  qualified  beneficiary's   COBRA
continuation rights, but in any event not to exceed one (1)  year
from the date of Participant's termination of employment.

     3.3   Time  of  Severance  Payment.   The  portions  of  the
Severance  Benefits payable in cash shall be paid by the  Company
in lump sum in cash not later than thirty (30) days following the
Date of Termination (as defined in Section 3.7).

     3.4   No  Mitigation.  The Participant shall not be required
to mitigate the amount of the Severance Benefits by seeking other
employment or otherwise, and any amount earned by the Participant
as the result of employment by another employer after the Date of
Termination shall not reduce the Severance Benefits.

     3.5   Withholding.   The Company shall withhold  appropriate
federal,  state,  local and foreign income and  employment  taxes
from any payments hereunder.

     3.6   Notice of Termination.  Any termination by the Company
or  its Affiliate for Cause or by the Company for termination  of
the  Plan  or  by  the  Participant  for  Good  Reason  shall  be
communicated  by Notice of Termination to the other party  hereto
given by hand delivery or by registered or certified mail, return
receipt requested, postage prepaid, if to the Participant, to the
Participant  at  the Participant's address as set  forth  in  the
Company's  records,  and,  if  to the  Company,  to  Consolidated
Freightways  Corporation,  175 Linfield  Drive,  Menlo  Park,  CA
94025,  or  to  such  other address as may be designated  by  the
Company.  Any notices given pursuant to this Section 3.6 shall be
effective  on  the earlier of the date on which  such  notice  is
actually received by the addressee or the date that is three days
after such notice is sent by the addressor.  For purposes of  the
Plan, a "Notice of Termination" means a written notice which  (i)
indicates  the provisions in the Plan that are affected  by  such
termination  and  (ii)  if  the Date of Termination,  as  defined
below,  is  other  than  the  date of  receipt  of  such  notice,
specifies the termination date (which date shall be not more than
fifteen  (15) days after the giving of such notice).  The failure
by  the Company or the Participant to set forth in the Notice  of
Termination  any  fact  or circumstance which  contributes  to  a
showing  of Cause or of Good Reason shall not waive any right  of
the  Company  or of the Participant, respectively,  hereunder  or
preclude  the  Company  or  the Participant,  respectively,  from
asserting  such fact or circumstance in enforcing its or  his/her
rights hereunder.

     3.7   Date of Termination.  "Date of Termination" means  the
date  of  receipt of the Notice of Termination or any later  date
specified therein, as the case may be; provided, however, that if
the  Participant's employment is terminated by the Company or its
Affiliate other than for Cause, the Date of Termination shall  be
the  date on which the Company notifies the Participant  of  such
termination or such later date specified by the Company.

     3.8   Certain Reduction of Payments.  In the event that  any
distribution received or to be received by a Participant pursuant
to  the  Plan ("Distribution") would (i) constitute a  "parachute
payment" within the meaning of Section 280G of the Code and  (ii)
be  subject to the excise tax imposed by Section 4999 of the Code
(the  "Excise Tax"), then such Distribution shall be  reduced  to
the  largest  amount  which would result in  no  portion  of  the
Distribution being subject to the Excise Tax or such Distribution
may  be  paid  in  full, whichever produces the better  after-tax
result  for  the  Participant.  Necessary  calculations  will  be
prepared by a mutually acceptable accounting firm, paid  in  full
by the Company.

As a condition of receiving benefits under this Agreement,
Participant may not directly solicit employees or full-time
consultants of the Company to leave during his/her employment
with the Company or for a period of two years from termination of
employment.  Participant shall also waive any known or unknown
claim against the Company and its Affiliates, including, if
applicable, any acquiring corporation, other than those arising
under the Agreement.  Participant shall sign an appropriate
release if so requested.



                            ARTICLE 4

                  PAYMENTS TO AND FROM THE PLAN

     The cash benefits under the Plan shall be paid from the
general funds of the Company (by certified or official bank check
or wire transfer of immediately available funds to an account
designated by the applicable Participant), and the Participants
shall be no more than unsecured general creditors of the Company.

                            ARTICLE 5

             OTHER RIGHTS AND BENEFITS NOT AFFECTED

     5.1   Nonexclusivity.  Nothing in the Plan shall prevent  or
limit any Participant's continuing or future participation in any
benefit,  bonus, incentive or other plans, programs, policies  or
practices provided by the Company or its affiliates and for which
a  Participant  may otherwise qualify, nor shall anything  herein
limit or otherwise affect such rights as any Participant may have
under  any  stock  option or other agreements with  the  Company.
Except as otherwise expressly provided herein, amounts which  are
vested  benefits or which a Participant is otherwise entitled  to
receive  under  any  plan, policy, practice  or  program  of  the
Company  at  or  subsequent to the Date of Termination  shall  be
payable  in  accordance  with  such  plan,  policy,  practice  or
program.  Provided, however, Participant shall be entitled within
thirty (30) days of the Date of Termination to be paid a pro-rata
portion  of Participant's Target Bonus based upon performance  of
the  Company and/or an Affiliate and/or as otherwise provided  in
the annual bonus plan against the plan objectives.

     5.2   Employment  Status.  The Plan does  not  constitute  a
contract of employment or impose on any Participant, the  Company
or  any of the Company's affiliates any obligation to retain  any
Participant  as  an  employee,  to  change  the  status  of   the
Participant's   employment,  or  to  change  the   Company's   or
affiliate's policies regarding termination of employment.  In  no
event  shall any Participant be entitled to benefits pursuant  to
this  Plan with respect to a Change of Control that occurs  after
the   termination  of  such  Participant's  employment  with  the
Company,  for  any reason or for no reason, and nothing  in  this
Plan  shall  alter the status of each Participant as  an  at-will
employee of the Company.

                            ARTICLE 6

                      SUCCESSOR TO COMPANY

     The Plan shall be binding upon any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of
the Company and any parent company, and any such successor or
assignee and parent company, if any, shall be required to perform
the Company's obligations under the Plan, in the same manner and
to the same extent that the Company would be required to perform
if no such succession or assignment had taken place.  In such
event, the term "Company," as used in the Plan, shall mean the
Company, and any successor or assignee to the business or assets
and any parent company, which by reason hereof becomes bound by
the terms of the Plan.

                            ARTICLE 7

       AMENDMENT AND TERMINATION; ADMINISTRATIVE AUTHORITY

     7.1   Amendment  or  Termination.  The Board  may  amend  or
terminate  this Plan at any time.  Notwithstanding the foregoing,
the Plan shall not terminate, expire or be adversely amended with
respect  to  any  Participant who becomes  entitled  to  benefits
hereunder  until such Participant has received such  payments  or
other  rights  in  full,  nor shall the  Plan  be  terminated  or
adversely  amended  with respect to any Participant  without  the
written consent of such Participant at any time during the twenty
four (24) month period commencing with the occurrence of a Change
of Control.

     7.2   Administrative Authority.  The Company shall have  the
responsibility  and  authority  to  establish  rules,  forms  and
procedures  for the administration of the Plan, and  to  construe
and  interpret  the Plan and to decide any and all  questions  of
fact,  interpretation, definition, computation or  administration
arising  in connection with the operation of the Plan, including,
but  not  limited to, the eligibility to participate in the  Plan
and amount of benefits paid under the Plan.

     ARTICLE 8


                    NON-TRANSFER OF BENEFITS

     No benefit hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to do so shall be void.

                            ARTICLE 9

               LEGAL CONSTRUCTION AND ARBITRATION

     9.1   Applicable  Law.   This Plan  shall  be  construed  in
accordance  with  the  laws of the State  of  California  without
regard to the conflict of laws provisions thereof.

     9.2   Arbitration.   Any and all disputes or  controversies,
whether of law or fact of any nature whatsoever, arising from  or
respecting  the application of the Plan to any Participant  shall
be decided by arbitration by the American Arbitration Association
in accordance with the rules and regulations of that Association,
or  by  any  other arbitration body mutually agreed upon  by  the
parties.   Pre-arbitration discovery shall be  permitted  at  the
request of either party to a dispute under appropriate protection
for proprietary and confidential business information.

     The arbitrators shall be selected as follows: the Company
and the Participant who is a party to the dispute shall each
select one independent, qualified arbitrator and the two
arbitrators so selected shall select the third arbitrator.  The
Company reserves the right to disqualify any individual
arbitrator who shall be employed by or affiliated with a
competing organization.  The Company will pay all of the costs of
any arbitrator hired to resolve a dispute as determined by the
American Arbitration Association.

     Arbitration shall take place in San Mateo County,
California, or any other location mutually agreeable to the
parties.  At the request of either party, arbitration proceedings
will be conducted in the utmost secrecy and, in such case, all
documents, testimony and records shall be received, heard and
maintained by the arbitrators in secrecy under seal, available
for inspection only by the parties to the arbitration, their
respective attorneys, and their respective expert consultants or
witnesses who shall agree, in advance and in writing, to receive
all such information confidentially and to maintain such
information in secrecy, and make no use of such information
except for the purposes of the arbitration, until such
information shall become generally known.

     The arbitrators, who shall act by majority vote, shall be
able to decree any and all relief of an equitable nature,
including but not limited to such relief as a temporary
restraining order, a temporary injunction, or a permanent
injunction, and shall also be able to award damages, with or
without an accounting and costs.  The decree or judgment of an
award rendered by the arbitrators may be entered and enforced in
any court having jurisdiction over the parties.

     Reasonable notice of the time and place of arbitration shall
be given to persons other than the parties, if such notice is
required by law, in which case such persons or their authorized
representatives shall have the right to attend or participate in
the arbitration hearing in such manner as the law shall require.

     If any action is necessary to enforce or interpret the
application of the Plan to a Participant, then that Participant
shall be entitled to reasonable attorneys fees, costs, and
necessary disbursements in addition to any other relief to which
that Participant may be entitled, if any, under all circumstances
regardless of the outcome of the action.

                           ARTICLE 10

                           DEFINITIONS

     For purposes of the Plan, the following terms shall have the
meanings set forth below.

     10.1  "Base  Salary" means the greater of the  Participant's
base  salary on the date hereof, or on the date of the Change-of-
Control.  In no event may Base Salary be reduced.

     10.2  "Cause" means the occurrence of any of the  following:
(a)  any  intentional action or intentional  failure  to  act  by
Participant which was performed in bad faith and to the  material
detriment  of the Company; (b) Participant intentionally  refuses
or  intentionally fails to act in accordance with any lawful  and
proper direction or order of the Board; (c) Participant willfully
and   habitually  neglects  the  duties  of  employment;  or  (d)
Participant is convicted of a felony crime involving fraud or  an
act of dishonesty against the Company, provided that in the event
that  any of the foregoing events is capable of being cured,  the
Company  shall  provide written notice to Participant  describing
the  nature  of such event and Participant shall thereafter  have
ten (10) business days to cure such event.

     10.3 "Change-of-Control" means any one of the following:

          (a)   The  Company  is  merged,  or  consolidated,   or
reorganized  into  or  with another corporation  or  other  legal
person,  and  as  a  result  of  such  merger,  consolidation  or
reorganization less than 50% of the combined voting power of  the
then-outstanding  securities  of  such  corporation   or   person
immediately  after such transaction are held in the aggregate  by
the holders of voting securities of the Company immediately prior
to such transaction;

          (b)  The Company sells at least fifty percent (50%)  of
its assets in a twelve (12) month period to any other corporation
or  other  legal  person and thereafter, less  than  50%  of  the
combined  voting power of the then-outstanding voting  securities
of the acquiring or consolidated entity are held in the aggregate
by  the  holders of voting securities of the Company  immediately
prior to such sale;

          (c)   There  is a report filed after the date  of  this
Agreement  on  Schedule 13D or Schedule 14 D-1 (or any  successor
schedule,  form or report), each as promulgated pursuant  to  the
Securities  Exchange Act of 1934 (the "Exchange Act")  disclosing
that any person (as the term "person" is used in Section 13(d)(3)
or   Section  14(d)(2)  of  the  Exchange  Act)  has  become  the
beneficial owner (as the term "beneficial owner" is defined under
Rule  13d-3 or any successor rule or regulation promulgated under
the Exchange Act) representing 25% or more of the combined voting
power of the then-outstanding voting securities of the Company;

          (d)  The Company shall file a report or proxy statement
with  the  Securities  and Exchange Commission  pursuant  to  the
Exchange  Act  disclosing in response  to  item  1  of  Form  8-X
thereunder  or  Item  5(f) of Schedule  14A  thereunder  (or  any
successor  schedule,  form or report or item  therein)  that  the
change in control of the Company has or may have occurred or will
or may occur in the future pursuant to any then-existing contract
or transaction;

          (e)   During  any  period  of  two  consecutive  years,
individuals  who  at the beginning of any such period  constitute
the  directors of the Company cease for any reason to  constitute
at least a majority thereof unless the election or the nomination
for  election by the Company's shareholders of each  director  of
the  Company first elected during such period was approved  by  a
vote  of at least two-thirds of the directors of the Company then
still  in  office  who  were directors  of  the  Company  at  the
beginning  of  such  period (an "Incumbent  Director"),  and  any
director so approved shall be treated as an Incumbent Director in
the future; or

          (f)  the liquidation or dissolution of the Company.

     10.4  "Company" means Consolidated Freightways  Corporation,
Consolidated  Freightways  Corporation  of  Delaware,   and   any
successor as provided in Article 6 hereof.

     10.5  "Date  of Termination" has the meaning  set  forth  in
Section 3.7.

     10.6 "Effective Date" shall mean December 8, 1998.

     10.7 "Good Reason" means any action taken by the Company  or
its   successor,  as  the  case  may  be,  that  results   in   a
(i)  reduction of Participant's Base Salary and/or  Target  Bonus
opportunity as in effect immediately prior to the Effective  Date
of the Plan or in effect immediately prior to the occurrence of a
Change  of Control, whichever is greater, (ii) failure to provide
a  package  of welfare benefit plans, pension benefit plans,  and
fringe  benefits for employees of the Company and its  Affiliates
and  to  other officers of the Company and its Affiliates  (other
than senior executive officers) which, taken as a whole, provides
substantially similar benefits to those in which the  Participant
is  entitled to participate immediately prior to the Commencement
Date  of this Agreement or that in effect prior to the occurrence
of  a  Change-of-Control, whichever is greater, or any action  by
the Company which would materially adversely affect Participant's
participation  or materially reduce Participant's benefits  under
any    of    such    plans,   (iii)   change   in   Participant's
responsibilities,  authority,  title  (excluding  the   Corporate
Secretary title), office, or reporting relationships resulting in
diminution  of position, excluding for this purpose an  isolated,
insubstantial and inadvertent action not taken in bad faith which
is remedied by the Company promptly after notice thereof is given
by  Participant,  and excluding the reporting to  the  equivalent
senior  level executive at the Company or the parent  company  of
the Company, (iv) request that Participant relocate to a worksite
that is more than 15 miles from his or her prior worksite, unless
Participant  accepts  such relocation opportunity,  (v)  material
reduction   in  Participant's  duties  (excluding  the  Corporate
Secretary  function), (vi) failure or refusal of a  successor  to
the   Company  or  a  parent  company  to  assume  the  Company's
obligations  under  this  Agreement, as provided  in  Article  6,
(vii)  material  breach by the Company or any  successor  to  the
Company  of any of the material provisions of this Agreement,  or
(viii)  failure  to provide a package of welfare  benefit  plans,
pension  benefits,  and  fringe benefits  for  Participants  made
available to employees of the Company and its Affiliates  and  to
other  officers  (other than senior executive  officers)  of  the
Company  and its Affiliates.  In the event of a Change of Control
of  the  Company in which the Company shall become a division  or
subsidiary   of   a  larger  organization,  references   to   the
Participant's title with the Company shall be deemed to mean  the
equivalent position with such division or subsidiary for purposes
of this Section 10.7, and shall not be deemed to be a Good Reason
under this Section 10.7.

     10.8   "Notice of Termination" has the meaning set forth  in
Section 3.6.

     10.9  "Participant"  shall mean an  employee  who  has  been
designated  as  a  Participant as provided in  Section  2.1,  and
signed a copy of the Plan.

     10.10     "Plan" has the meaning set forth in Section 1.1.

     10.11     "Severance Benefits" has the meaning set forth  in
Section 3.2.

     10.12     "Target Bonus" shall mean the amount of the annual
cash bonus which the Participant has an opportunity to earn under
the  terms of the Company's annual cash incentive bonus  plan  if
the  Company  achieves but does not exceed all of the performance
objectives  designated under such incentive bonus plan,  but  not
less than 50% of Base Salary.

                           ARTICLE 11

                          MISCELLANEOUS

     11.1  Severability.   If  any term, provision,  covenant  or
restriction  of  the  Plan  is  held  by  a  court  of  competent
jurisdiction   or  other  authority  to  be  invalid,   void   or
unenforceable, the remainder of the terms, provisions,  covenants
and  restrictions  of the Plan shall remain  in  full  force  and
effect and shall in no way be affected, impaired or invalidated.

     11.2  Construction of Plan.  Any gender, where appearing  in
the  Plan,  shall  be  deemed to include the  other  gender,  the
singular  shall include the plural, and the plural shall  include
the singular, unless the context otherwise requires.  Descriptive
headings  of  the several Articles of the Plan are  inserted  for
convenience only and shall not control or affect the  meaning  or
construction of any of the provisions hereof.  In the event of  a
conflict   between  the  text  of  the  Plan  and  any   summary,
description or other information regarding the Plan, the text  of
the Plan shall control.

                           ARTICLE 12

                  CLAIMS, INQUIRIES AND APPEALS

     12.1   Applications   for  Benefits  and   Inquiries.    Any
application  for benefits, inquiries about the Plan or  inquiries
about  present or future rights under the Plan must be  submitted
to  the  Plan  Administrator in writing.   The  Company,  or  any
successor, shall at all times maintain a Plan Administrator,  and
shall  give each Participant written notice of any change in  the
Plan  Administrator or the address to which benefits or inquiries
should be sent.  The Plan Administrator is:

                    Consolidated Freightways Corporation
                    Attention: General Counsel
                    175 Linfield Drive
                    Menlo Park, CA  94025

     12.2  Denial  of Claims.  In the event that any  application
for   benefits  is  denied  in  whole  or  in  part,   the   Plan
Administrator  must  notify the applicant,  in  writing,  of  the
denial of the application.  The written notice of denial will  be
set   forth  in  a  manner  designed  to  be  understood  by  the
Participant,  and will include specific reasons for  the  denial,
specific  references to the Plan provision upon which the  denial
is  based  and a description of any information or material  that
the  Plan  Administrator  needs to  complete  the  review.   This
written notice will be given to the employee within 20 days after
the Plan Administrator receives the application.

     12.3  Legal Action.  No legal action for benefits under  the
Plan  may  be  brought  until the claimant (i)  has  submitted  a
written   application  for  benefits  in  accordance   with   the
procedures  described by Section 12.1 above  and  (ii)  has  been
notified by the Plan Administrator that the application is denied
(or   the   application  is  deemed  denied  due  to   the   Plan
Administrator's failure to act on it within the established  time
period).   The  Company  will  reimburse  Participant   for   all
reasonable attorney's fees and costs associated with bringing any
action  to  enforce  their rights hereunder,  regardless  of  the
outcome of such proceeding, provided that the arbitrator or court
does not find the claims was brought in bad faith.



                           ARTICLE 13

                     OTHER PLAN INFORMATION

     13.1 Employer and Plan Identification Numbers.  The Employer
Identification Number assigned to the Company (which is the "Plan
Sponsor"  as that term is used in ERISA) by the Internal  Revenue
Service is 77-0425334.

     13.2  Ending Date for Plan's Fiscal Year.  The date  of  the
end  of the fiscal year for the purpose of maintaining the Plan's
records is December 31.

     13.3 Agent for the Service of Legal Process.  The agent  for
the  service  of  legal  process with respect  to  the  Plan  is:
Consolidated  Freightways Corporation, 175 Linfield Drive,  Menlo
Park,  CA 94025, Attn: General Counsel.  Service of legal process
also may be made upon the Plan Administrator.

     13.4 Plan Sponsor and Administrator.  The "Plan Sponsor" and
the  "Plan Administrator" of the Plan is Consolidated Freightways
Corporation, 175 Linfield Drive, Menlo Park, CA 94025.  The  Plan
Sponsor's and Plan Administrator's telephone number is (650) 326-
1700.  The Plan Administrator is the named fiduciary charged with
the responsibility for administering the Plan.

                           ARTICLE 14

                            EXECUTION

     This Management Change of Control Plan is executed by a duly
authorized officer of the Company as of the 8th day of  December,
1998.


                                Consolidated Freightways
                                Corporation




                                By:/s/Stephen D. Richards

                                Name:  Stephen D. Richards
                                Title: Senior Vice President &
                                        General Counsel