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

                               FORM 10-K

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

For the Fiscal Year Ended December 31, 1997   Commission File Number  1-12149

                 CONSOLIDATED FREIGHTWAYS CORPORATION


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

               175 Linfield Drive, Menlo Park, CA  94025
                    Telephone Number (650) 326-1700

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

                                                       Name of Each
                                                         Exchange on
        Title of Each Class                           Which Registered

    Common Stock ($.01 par value)                          NASDAQ


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period
that  the  registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.
Yes___X___     No_______

Indicate  by check mark if disclosure of delinquent filers pursuant  to
Item  405  of Regulation S-K is not contained herein, and will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ___X___

Aggregate  market  value of voting stock held  by  persons  other  than
Directors, Officers and those shareholders holding more than 5% of  the
outstanding voting stock, based upon the closing price per share on the
National  Automated  System of the National Association  of  Securities
Dealers   Inc.  Automated  Quotation  System  on  February  27,   1998:
$288,354,420

             Number of shares of Common Stock outstanding
                     as of February 27, 1998: 23,020,286

                  DOCUMENTS INCORPORATED BY REFERENCE

                          Parts I, II and IV


Consolidated Freightways Corporation 1997 Annual Report to Shareholders
(only  those portions referenced herein are incorporated in  this  Form
10-K).

                              Part III

Part  III is incorporated by reference from the proxy statement  to  be
filed  in  connection  with  the  Company's  1998  Annual  Meeting   of
Shareholders.  (Only those portions referenced herein are  incorporated
in this Form 10-K).

                                 Page 1



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 1997

_______________________________________________________________________

                                 INDEX

 Item                                                           Page

                                PART I

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

                                PART II

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

                               PART III

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

                                PART IV

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

     SIGNATURES                                                  13

     INDEX TO FINANCIAL INFORMATION                              15


                                 Page 2



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 1997
_______________________________________________________________________

                                PART I

ITEM 1.   BUSINESS

(a) General Development of Business

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


(b) Financial Information About Industry Segments

The Company operates in a single industry segment.


(c) Narrative Description of Business

The  Company, headquartered in Menlo Park, California, is  the  holding
company  of  CFCD, a full-service trucking company providing less-than-
truckload freight services nationwide and in Canada and Mexico, and one-
stop  international freight service between the United  States  and  70
countries  worldwide through operating agreements with  ocean  carriers
and  a  network of international partners.   Operations consist  of  an
extensive  transportation  network that typically  moves  shipments  of
manufactured  or  non-perishable processed products  having  relatively
high value and requiring consistent, expedited service, compared to the
bulk   raw   materials  characteristically  transported  by  railroads,
pipelines and water carriers. Less-than-truckload (LTL) is an  industry
designation  for shipments weighing less than 10,000 pounds.   CFCD  is
one  of  the  nation's  largest LTL motor carriers  in  terms  of  1997
revenues.   The  Company also provides logistics services  through  its
wholly-owned subsidiary, Redwood Systems, Inc. (Redwood).   Established
in  January  1997, Redwood is a third party, non-asset based  logistics
company that offers complete supply chain management services including
dedicated contract warehousing and carriage, just-in-time delivery  and
specialized  time-definite  distribution,  information-based  logistics
services and worldwide multi-modal logistics.


                                 Page 3



CFCD's  primary  competitors  in the national  LTL  market  are  Yellow
Freight   System,  Inc.,  Roadway  Express,  Inc.  and  Arkansas   Best
Corporation.   CFCD  also competes for LTL freight  with  regional  LTL
motor  carriers, small package carriers, private carriage  and  freight
forwarders.   Competition for freight is based  primarily  upon  price,
service consistency and transit time.   In an effort to provide  faster
service  and  to  better  compete,  CFCD  implemented  a  comprehensive
reengineering  of  its  line-haul operations  in  October  1995.   This
reengineering,  called the Business Accelerator System (BAS),  replaced
CFCD's  traditional hub-and-spoke network with one that  moves  freight
directionally from point-to-point and streamlines the freight  network.
BAS  has  the  effect of reducing miles and freight  handling,  thereby
reducing  transit  times  and costs as well as more  efficiently  using
system capacity.   This reengineering, in conjunction with value  added
service  offerings  and  use of lower-cost rail  services  allowed  the
Company to return to profitability in 1997.

As  a  large carrier of LTL general freight, at December 31, 1997, CFCD
operated   approximately  39,100  vehicle  units  including  inter-city
tractors and trailers and pick-up and delivery units.  It had a network
of  357 U.S. and Canadian freight terminals, metro centers and regional
consolidation centers.

CFCD's  operations  are  supported by a sophisticated  data  processing
system for the control and management of the business. Management is in
the  initial phases of replacing or converting the Company's  financial
and  operational  systems and applications for  Year  2000  compliance.
Based  upon a current assessment of systems and applications  requiring
modification,  management  expects to spend $25  to  $30 million  over
the  next two years.  Of this amount, approximately  $11 million
relates  to the purchase of new hardware and  software,  which
will  be  capitalized and amortized over their estimated useful  lives.
Management expects to have all of its financial and operational systems
converted  by  mid  1999.   However, to  the  extent  systems  are  not
converted by the year 2000, there could be a material adverse effect on
the Company's operations.

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

CFCD  operates  daily  schedules  utilizing  relay  drivers  who  drive
approximately  eight to ten hours each day and sleeper teams  which  in
1997  approximated  33% of all linehaul miles in  North  America.  Road
equipment  consists of one tractor pulling two 28-foot double  trailers
or,  to  a  limited extent, one semi-trailer or three 28-foot trailers.
CFCD  generally utilizes trailer equipment that is 102 inches in width.
In 1997, CFCD operated in excess of 426 million linehaul miles in North
America, almost all of which was conducted by equipment in doubles  and
triples   configuration.  The  accident  frequency   of   the   triples
configuration  was  lower than all other types of vehicle  combinations
used by CFCD.

CFCD  and  several Canadian subsidiaries serve Canada through terminals
in the provinces of Alberta, British Columbia, Manitoba, New Brunswick,
Nova  Scotia, Ontario, Quebec, Saskatchewan and in the Yukon Territory.
The  Canadian operations utilize a fleet of over 1,250 trucks, tractors
and trailers.

                                  Page 4



Cyclicality and Seasonality

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


Employees

At  December  31,  1997,  approximately 85% of the  Company's  domestic
employees  were  represented  by various labor  unions,  primarily  the
International  Brotherhood of Teamsters (IBT).  CFCD and  the  IBT  are
parties  to the National Master Freight Agreement (NMFA) which  expires
on  March 31, 1998.  On February 9, 1998, CFCD, along with three  other
national  motor freight carriers, agreed on a tentative, new  five-year
NMFA  with the IBT.  The agreement, subject to ratification by  members
of  the  IBT,  will grant among other things, a one-time, $750  signing
bonus  and  increased  wage  and  pension  benefits  for  CFCD'S  union
employees.

Labor  costs, including fringe benefits, averaged approximately 66%  of
the  Company's  1997  revenues. The Company had  approximately  21,600,
20,300  and  20,200  employees at December 31,  1997,  1996  and  1995,
respectively.


Fuel

The  Company's  average annual fuel cost per gallon (without  tax)  was
$.576  in  1995.  During  1996, the Company experienced  a  significant
increase  in fuel prices, with the average annual fuel cost per  gallon
increasing  to  $.697. To partially offset this increase,  the  Company
instituted  a fuel surcharge program in the second half of  1996.  This
program continued throughout 1997, as the average annual fuel cost  per
gallon was $.659.  As fuel prices moderated towards the latter half  of
1997 and into 1998, the Company eliminated its fuel surcharge effective
February 3, 1998.

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


Federal and State Regulation

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

                                Page 5



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

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

Canadian Regulation

Although  the  provinces  in  Canada  have  regulatory  authority  over
intra-provincial  operations of motor carriers, they  have  elected  to
substantially  eliminate  intra-provincial regulation  of  the  general
freight trucking industry. Federal legislation to phase in deregulation
of  the extra-provincial motor carrier industry took effect January  1,
1988  and  the  phase  in was completed in 1997.  The  new  legislation
relaxed  economic  regulation of extra-provincial  trucking  by  easing
market  entry  restrictions,  and  implemented  safety  regulations  of
trucking  services under Federal jurisdiction. CFCD  and  its  Canadian
affiliates wrote off substantially all of the unamortized cost of their
Canadian operating authorities in 1992.


General

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

During  1997, 1996 and 1995 there was no single customer of the Company
that accounted for 10% or more of consolidated revenues.

                                Page 6



The  Company is subject to Federal, state and local environmental  laws
and  regulations relating to, among other things, contingency  planning
for  spills  of  petroleum products, and its  disposal  of  waste  oil.
Additionally, the Company is subject to significant regulations dealing
with  underground fuel storage tanks. The Company stores  some  of  its
fuel for its trucks and tractors in approximately 302 underground tanks
located  in  48 states.  The Company believes that it is in substantial
compliance with all such environmental laws and regulations and is  not
aware of any leaks from such tanks that could reasonably be expected to
have  a  material adverse effect on the Company's competitive position,
operations  or financial position.  However, there can be no assurances
that  environmental matters existing with respect to  the  Company,  or
compliance by the Company with laws relating to environmental  matters,
will  not  have  a  material adverse effect on the Company's  business,
financial position or results of operations.

The  Company has in place policies and methods designed to conform with
these regulations. The Company estimates that capital expenditures  for
upgrading  underground tank systems and costs associated with  cleaning
activities for 1998 will not be material.

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

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

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

                                Page 7



ITEM 2.   PROPERTIES

The  following  summarizes the terminals and  freight  service  centers
operated by the Company at December 31, 1997.  In general, the  Company
believes  such  facilities are suitable and adequate to  handle  CFCD's
current business needs.  These facilities generally consist of a  large
dock  with  loading  doors, a small office and a  large  yard  for  the
movement of tractors and trailers in the normal business operations.


                         Owned     Leased    Total

                          226        131      357


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


                   Location        Square Footage

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

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

                                 Page 8



ITEM 3.   LEGAL PROCEEDINGS

The  legal proceedings of the Company are summarized in Note 9 on pages
26   and  27  of  the  1997  Annual  Report  to  Shareholders  and  are
incorporated  herein by reference. Discussions of certain environmental
matters are presented in Items 1 and 7.


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

Not applicable.


                               PART II


ITEM  5.    MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED  SECURITY
               HOLDER MATTERS

The  Company's common stock is listed for trading on the  Nasdaq  Stock
Market's National Market.  The Company's common stock began trading  on
December  3, 1996. The market price range of the common stock  for  the
period  January  1,  1997 to December 31, 1997  was  $7.00  to  $18.50.
Currently  there  are  no cash dividends paid on the  Company's  common
stock. The Company presently expects that it will not pay a dividend in
1998. The Company's dividend policy thereafter will be dependent on the
circumstances  then in existence.  There can be no assurance,  however,
that the Company will pay any cash dividends on its common stock in the
future.

As  of  December 31, 1997, there were 31,650 holders of record  of  the
common stock ($.01 par value) of the Company.


ITEM 6.   SELECTED FINANCIAL DATA

The  Selected  Financial Data is presented in the "Five Year  Financial
Summary"  on page 30 of the 1997 Annual Report to Shareholders  and  is
incorporated herein by reference.


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

Management's Discussion and Analysis of Financial Condition and Results
of  Operations is presented on pages 16 through 18 of the  1997  Annual
Report to Shareholders and is incorporated herein by reference.

                                 Page 9


Certain  statements  included  or  incorporated  by  reference  herein,
including   certain  statements  under  "Management's  Discussion   and
Analysis of Financial Condition and Results of Operations" referred  to
above,  constitute "forward-looking statements" within the  meaning  of
Section 27A of the Securities Act of 1933, as amended, and Section  21E
of  the Securities Exchange Act of 1934, as amended, and are subject to
a   number  of  risks  and  uncertainties.   Any  such  forward-looking
statements included or incorporated by reference herein should  not  be
relied  upon  as predictions of future events.  Certain  such  forward-
looking  statements  can  be identified by the use  of  forward-looking
terminology  such  as "believes," "expects," "may,"  "will,"  "should,"
"seeks," "approximately," "intends," "plans," "pro forma," "estimates,"
or "anticipates" or the negative thereof or other variations thereof or
comparable  terminology,  or  by  discussions  of  strategy,  plans  or
intentions.  Such forward-looking statements are necessarily  dependent
on  assumptions, data or methods that may be incorrect or imprecise and
they may be incapable of being realized.  In that regard, the following
factors,  among others, and in addition to matters discussed  elsewhere
herein  and in documents incorporated by reference herein, could  cause
actual  results and other matters to differ materially  from  those  in
such  forward-looking  statements:  changes  in  general  business  and
economic   conditions;   increases  in   domestic   and   international
competition and pricing pressure; increases in fuel prices; uncertainty
regarding the Company's ability to improve results of operations; labor
matters,  including shortages of drivers and increases in labor  costs;
changes  in  governmental regulation, environmental  and  tax  matters,
increases  in  costs associated with the conversion  of  financial  and
operational  systems  and  applications for Year  2000  compliance  and
failure  to convert all systems by the year 2000.  As a result  of  the
foregoing, no assurance can be given as to future results of operations
or financial condition.


ITEM 7A. QUANTITITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The   Consolidated  Financial  Statements  and  Auditors'  Report   are
presented on pages 19 through 28, inclusive, of the 1997 Annual  Report
to   Shareholders  and  are  incorporated  herein  by  reference.   The
unaudited quarterly financial data is included on page 29 of  the  1997
Annual Report to Shareholders and is incorporated herein by reference.


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

None.

                                Page 10



                               PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The  identification of the Company's Directors is presented on pages  2
and  3  of  the  Company's 1998 Proxy Statement  and  those  pages  are
incorporated herein by reference.

The  Executive Officers of the Company, their ages at December 31, 1997
and their applicable business experience are as follows:

W.  Roger  Curry,  59,  President and Chief Executive  Officer  of  the
Company since December 2, 1996.  Mr. Curry has served as President  and
Chief Executive Officer of CFCD since July 1994. Mr. Curry served as  a
Senior  Vice  President of the former parent from 1986 to  December  2,
1996.   In  1991,  he  was  elected  President  of  Emery  Air  Freight
Corporation, relinquishing the position in 1994 to become President  of
CFCD.

Patrick  H.  Blake,  48, Executive Vice President - Operations  of  the
Company since December 2, 1996.  Mr. Blake has served as Executive Vice
President  - Operations of CFCD since July 1994. He was Vice  President
Eastern Region of CFCD from 1992-1994 and a Division Manager from 1985-
1992.

David  F.  Morrison, 44, Executive Vice President and  Chief  Financial
Officer of the Company since December 2, 1996.  Mr. Morrison served  as
Vice President and Treasurer of the former parent from October 1991  to
October 1996  when he became Executive Vice President  and  Chief
Financial Officer of CFCD.

Stephen  D. Richards, 54, Senior Vice President and General Counsel  of
the  Company  since  December  2, 1996.  Mr.  Richards  has  been  Vice
President  and General Counsel of CFCD since September  1995.   He  was
Deputy  General  Counsel of the former parent for  the  preceding  four
years.

Joseph R. Schillaci, 55, Executive Vice President - Sales and Marketing
of  the  Company since April 1997.  Prior to joining the  Company,  Mr.
Schillaci  was  president and chief operating officer of  Petro  Travel
Plazas, LP, a national fueling, maintenance and retail provider to  the
trucking industry, since 1993.

Robert  E. Wrightson, 58, Senior Vice President and Controller  of  the
Company  since  December 2, 1996.  Mr. Wrightson has served  as  Senior
Vice  President  and  Controller of CFCD since  July  1994.   Prior  to
joining  CFCD,  he  was  Vice President and Controller  of  the  former
parent, assuming that position in 1989.


ITEM 11. EXECUTIVE COMPENSATION

The  required information for Item 11 is presented on pages  6  through
10,  inclusive, of the Company's 1998 Proxy Statement, and those  pages
are incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  required information for Item 12 is included on pages 4 and 12  of
the  Company's  1998  Proxy  Statement and is  incorporated  herein  by
reference.

                                  Page 11



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

                                        PART IV

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

(a) Financial Statements and Exhibits Filed

    1. Financial Statements
         See Index to Financial Information.

    2. Financial Statement Schedules
         See Index to Financial Information.

    3. Exhibits
         See Index to Exhibits.

(b)  Reports on Form 8-K

       No reports on Form 8-K were filed in the quarter ended December
        31, 1997.

                                Page 12



                              SIGNATURES

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



                                       CONSOLIDATED FREIGHTWAYS CORPORATION

                                                  (Registrant)




March 27, 1998                     /s/W. Roger Curry
                                   W. Roger Curry
                                   President and Chief Executive Officer




March 27, 1998                     /s/David F. Morrison
                                   David F. Morrison
                                   Executive Vice President, Chief
                                    Financial Officer and Treasurer




March 27, 1998                     /s/Robert E. Wrightson
                                   Robert E. Wrightson
                                   Senior Vice President and Controller


                                Page 13



                              SIGNATURES

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


March 27, 1998                     /s/William D. Walsh
                                   William D. Walsh, Chairman of the Board



March 27, 1998                     /s/W. Roger Curry
                                   W. Roger Curry
                                   President, Chief Executive Officer
                                     and Director


March 27, 1998                     /s/G. Robert Evans
                                   G. Robert Evans, Director



March 27, 1998                     /s/Paul B. Guenther
                                   Paul B. Guenther, Director



March 27, 1998                     /s/John M. Lillie
                                   John M. Lillie, Director


                              Page 14




                    CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 1997

_______________________________________________________________________


                    INDEX TO FINANCIAL INFORMATION

Consolidated Freightways Corporation and Subsidiaries

The   following  Consolidated  Financial  Statements  of   Consolidated
Freightways Corporation and Subsidiaries appearing on pages 19  through
28,  inclusive, of the Company's 1997 Annual Report to Shareholders are
incorporated herein by reference:

     Report of Independent Public Accountants

     Consolidated Balance Sheets - December 31, 1997 and 1996

     Statements of Consolidated Operations - Years Ended December  31,
        1997, 1996 and 1995

     Statements of Consolidated Cash Flows - Years Ended December  31,
        1997, 1996 and 1995

     Statements  of Consolidated Shareholders' Equity  -  Years  Ended
        December 31, 1997, 1996 and 1995

     Notes to Consolidated Financial Statements


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

                                                             Page

     Consent of Independent Public Accountants                16

     Report of Independent Public Accountants                 16

     Schedule II - Valuation and Qualifying Accounts          17


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

                                Page 15



                               SIGNATURE

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

                                             /s/Arthur Andersen LLP
                                             ARTHUR ANDERSEN LLP


Portland, Oregon
March 27, 1998


               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


We   have  audited  in  accordance  with  generally  accepted  auditing
standards,   the   consolidated  financial   statements   included   in
Consolidated   Freightways  Corporation's   1997   Annual   Report   to
Shareholders  incorporated by reference in this  Form  10-K,  and  have
issued  our report thereon dated January 27, 1998.  Our audit was  made
for  the purpose of forming an opinion on those statements taken  as  a
whole.   The schedule on page 17 is the responsibility of the Company's
management  and  is  presented for the purpose of  complying  with  the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements  and,
in  our  opinion, fairly states in all material respects the  financial
data  required  to  be  set  forth therein in  relation  to  the  basic
financial statements taken as a whole.


                                             /s/Arthur Andersen LLP
                                             ARTHUR ANDERSEN LLP

Portland, Oregon
January 27, 1998

                             Page 16



                                SCHEDULE II

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                     VALUATION AND QUALIFYING ACCOUNTS
                    THREE YEARS ENDED DECEMBER 31, 1997
                               (In thousands)

DESCRIPTION

ALLOWANCE FOR DOUBTFUL ACCOUNTS


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

1997      $ 9,692     $ 8,374     $  -        $(10,599)(a)       $ 7,467


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


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




a)   Accounts written off net of recoveries.

                                 Page 17



                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

Exhibit No.

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

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

(10) Material Contracts:
     10.1 Transition Services Agreement between Consolidated Freightways
          Corporation and CNF Service Company, Inc., dated as of December
          2, 1996. (Exhibit 10.1 to the Company's Form 8-K dated March
          12, 1997.) (*)
     10.2 Alternative Dispute Resolution Agreement Between Consolidated
          Freightways Corporation and Consolidated Freightways,Inc., dated
          as of December 2, 1996. (Exhibit 10.2 to the Company's Form 8-K
          dated March 12, 1997.) (*)
     10.3 Employee Benefit Matters Agreement between Consolidated
          Freightways Corporation and Consolidated Freightways, Inc., dated as
          of December 2,   1996. (Exhibit 10.3 to the Company's Form 8-K dated
          March 12, 1997.) (*)
     10.4 Tax Sharing Agreement between Consolidated Freightways Corporation
          and Consolidated Freightways, Inc., dated as of December 2, 1996.
          (Exhibit 10.4 to the Company's Form 8-K dated March 12,1997.) (*)
     10.5 Reimbursement and Indemnification Agreement between Consolidated
          Freightways Corporation of Delaware and Consolidated Freightways,
          Inc., dated as of October 1, 1996. (Exhibit 10.5 to the
          Company's Form 8-K dated March 12, 1997.) (*)
     10.6 Consolidated Freightways Corporation 1996 Stock Option and Incentive
          Plan. (Exhibit 10.6 to the Company's Form 10 filed October 2,
          1996)(*)(#)
     10.7 Loan and Security Agreement among Consolidated Freightways
          Corporation of Delaware, BankAmerica Business Credit Inc. and various
          other financial  institutions dated as of November 27, 1996. (Exhibit
          10.7 to the Company's Form 10-K for the year ended December 31,
          1996.)(*)
     10.8 Consolidated Freightways Corporation 1996 Restricted Stock Award
          Agreements. (Exhibit 10.8 to the Company's Form 10-K for the year
          ended December 31, 1996.) (*)(#)
     10.9 Consolidated Freightways Corporation Senior Executive Incentive Plan
          for 1998. (#)


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

                                Page 18


                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

  Exhibit No.

     10.10 Consolidated Freightways Corporation Deferred Compensation Plan
           for Executives. (Exhibit 10.10 to the Company's Form 10-K for
           the year ended December 31, 1996.) (*)(#)
     10.11 Consolidated Freightways Corporation Supplemental Executive
           Retirement Plan. (Exhibit 10.11 to the Company's Form 10-K for
           the year ended December 31, 1996.) (*)(#)
     10.12 Consolidated Freightways Inc. Executive Split-Dollar Life
           Insurance Plan. (Exhibit 10.12 to the Company's Form 10-K for
           the year ended December 31, 1996.) (*)(#)
     10.13 Participation Agreement dated as of December 22, 1995 between
           Consolidated Freightways Corporation of Delaware, as lessee,
           and ABN AMRO Bank N.V., as lessor, as amended. (Exhibit 10.1
           to the Company's Form 10-Q for the quarter ended March
           31, 1997.) (*)
     10.14 Participation Agreement dated as of September 30, 1994
           between Consolidated Freightways Corporation of Delaware, as
           lessee, and BA Leasing & Capital Corporation and various other
           financial institutions, as lessors, as amended. (Exhibit 10.2
           to the Company's Form 10-Q for the quarter ended March
           31, 1997.) (*)
     10.15 Reimbursement and Security Agreement dated July 3, 1997 between
           Consolidated Freightways Corporation and CNF Transportation Inc.
           (Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
            June 30, 1997.) (*)
     10.16 Third Amendment to Participation Agreement and Master Lease
           intended as Security dated December 12, 1997 between Consolidated
           Freightways Corporation of Delaware and ABN AMRO Bank N.V.
     10.17 Amendment No. 3 to Loan and Security Agreement dated November
           1, 1997 between Consolidated Freightways Corporation of Delaware
           and BankAmerica Business Credit, Inc.

(13)      Annual Report to Security Holders:

       Consolidated  Freightways  Corporation  1997  Annual  Report  to
Shareholders.  (Only those portions referenced herein are  incorporated
in this Form 10-K. Other portions such as  the "Letter to Shareholders"
are not required and therefore not "filed" as part of this Form 10-K.)

(21)      Significant Subsidiaries of the Company

(27)      Financial Data Schedule


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

                              Page 19