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, 1999   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 Section 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  29,   2000:
$102,514,124

             Number of shares of Common Stock outstanding
                     as of February 29, 2000: 21,362,185

                  DOCUMENTS INCORPORATED BY REFERENCE

                          Parts I, II and IV


Parts  I,  II  and  IV are incorporated by reference from  Consolidated
Freightways  Corporation's 1999 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  2000  Annual  Meeting   of
Shareholders.  (Only those portions referenced herein are  incorporated
in this Form 10-K.)


                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 1999

_______________________________________________________________________


                                 INDEX

 Item                                                            Page

                                PART I

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

                                PART II

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

                               PART III

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

                                PART IV

     14.    Exhibits, Financial Statement Schedules and Reports
             on Form 8-K                                         11

     Signatures                                                  12

     Index to Information Incorporated by Reference              13

     Index to Financial Information                              14



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 1999
_______________________________________________________________________


                                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". The Company was formerly a subsidiary of CNF
Inc.  (the  former  parent)  through December  1,  1996.   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 Limited, Epic Express, Milne
& Craighead, Inc., Interport Sufferance Warehouses, Blackfoot Logistics
Ltd.  and  other  related businesses; Redwood Systems, Inc.,  a  supply
chain  management  services  provider; and  the  Leland  James  Service
Corporation, an administrative service provider. The Company  primarily
provides  less-than-truckload  (LTL) transportation  and  supply  chain
management services throughout the United States and Canada, as well as
in  Mexico through a joint venture, and international freight  services
between the United States and more than 80 countries.


(b) Financial Information About Industry Segments

Segment  information is summarized in Note 10 on page 27  of  the  1999
Annual Report to Shareholders and is incorporated herein by reference.


(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 throughout the United Stated and Canada,  as
well  as  in Mexico through a joint venture, and one-stop international
freight  service between the United States and more than  80  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 1999  revenues.   The
Company  also  provides supply chain management  services  through  its
wholly-owned subsidiary, Redwood Systems, Inc. (Redwood). 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.

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.  The Company  is  faced  with  a
steady erosion of its traditional "greater than 1,500 miles" length-of-
haul market due to trends such as the "regionalization" of freight  due
to  just-in-time inventory practices, distributed warehousing and other
changes  in business processes.  Also contributing to this decline  are
new  longer  length-of-haul service offerings by  regional  and  parcel
carriers.   To remain competitive, the Company is continuing to  invest
in its infrastructure to facilitate operations in the 500 to 1,500 mile
length-of-haul  market.   This  includes  closing  some  terminals  and
expanding  others  to  expedite freight through  the  system,  reducing
handling  and  related costs. The Company successfully launched  second
day  service  in certain eastern bound markets in early 1998,  reducing
transit  times by 1 to 2 days, and aggressively expanded  this  service
offering  in 1999. Additionally, the Company must continue  to  develop
services tailored to customers' needs, like CF PrimeTime, the Company's
premium expedited service offering.  The Company must also continue  to
improve  its freight profile through yield management programs designed
to seek appropriate compensation for the freight it handles.

As  a  large carrier of LTL general freight, at December 31, 1999, CFCD
operated  38,435  vehicle  units  including  inter-city  tractors   and
trailers and pick-up and delivery units.  It had a network of 351  U.S.
and   Canadian   freight   terminals,  metro   centers   and   regional
consolidation centers.

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
1999  approximated 20% of all linehaul miles in North America. Road
equipment  consists of one tractor pulling two 28-foot double  trailers
or,  to  a  limited extent, one semi-trailer or three 28-foot trailers.
CFCD  generally utilizes trailer equipment that is 102 inches in width.
CFCD  continued  to  maximize  use of lower-cost  rail  services  where
feasible  in  1999. Rail miles as a percentage of total linehaul  miles
approximated  27%.   In 1999, CFCD operated in excess  of  649  million
linehaul miles.

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 1,530 trucks, tractors
and trailers.


Cyclicality and Seasonality

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


Employees

At  December  31,  1999,  approximately 82% of the  Company's  domestic
employees  were  represented  by various labor  unions,  primarily  the
International  Brotherhood  of  Teamsters.  On  April  13,  1998,   the
International  Brotherhood  of  Teamsters  ratified  a  new   five-year
National  Master Freight Agreement with CFCD and three  other  national
motor freight carriers.

Labor  costs, including fringe benefits, averaged approximately 64%  of
the  Company's  1999  revenues. The Company had  approximately  22,100,
21,000  and  21,600  employees at December 31,  1999,  1998  and  1997,
respectively.


Fuel

      The  average fuel cost per gallon, excluding taxes,  was  $0.578,
$0.462 and $0.659 for the years ended December 31, 1999, 1998 and 1997.
During periods of sharply higher fuel costs, the Company's rules tariff
implements  a  fuel surcharge when the average cost per gallon  of  on-
highway  diesel  fuel exceeds $1.10, including tax, as determined  from
the  Energy  Information Administration of the Department  of  Energy's
publication  of  weekly  retail  on-highway  diesel  prices.   A   fuel
surcharge  was implemented throughout all of 1997 and was  discontinued
in  early 1998, when fuel prices started to decline.  However, as  fuel
prices began to increase again in 1999, the Company implemented a  fuel
surcharge effective in July.  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.   There
can  be  no  assurance that the Company will be able to  maintain  this
surcharge  or  successfully implement such surcharges  in  response  to
increased fuel costs in the future.


Year 2000

      The Company successfully completed the conversion of its internal
systems  for  Year  2000  compliance. Costs to modify  operational  and
financial  systems  and  applications in 1999 were  $4.9  million,  and
include  payroll  and payroll-related costs as well  as  the  costs  of
external   consultants.    Total  life-to-date   costs   of   modifying
operational  and  financial  systems and  applications  for  Year  2000
compliance were $11.1 million.  In certain cases, management  opted  to
replace  rather  than  modify  certain of  its  financial  systems  and
applications.   Costs associated with the replacement of those  systems
and applications have been capitalized.  As of December 31, 1999, $41.2
million  has  been  capitalized and includes  the  costs  of  hardware,
software,  and  payroll  costs,  as  well  as  the  costs  of  external
consultants.   Given  the possibility that not all Year  2000  problems
would  appear  on January 1, the Company is continuing to  monitor  its
internal  systems,  as  well  as its ability  to  transact  with  major
customers and suppliers.  However, the Company does not expect that the
impact  of  any subsequent Year 2000 disruptions will have  a  material
adverse  effect  on  the  Company's financial position  or  results  of
operations.


Federal and State Regulation

Regulation of motor carriers has changed substantially in the  last  20
years.   The process started with the Motor Carrier Act of 1980,  which
allowed  easier  access  to  the industry by  new  trucking  companies,
removed   many  restrictions  on  expansion  of  services  by  existing
carriers,  and  increased price competition by narrowing the  antitrust
immunities   available   to   the  industry's   collective   ratemaking
organizations.  This  deregulatory trend was  continued  by  subsequent
legislation in 1982, 1986, 1993 and 1994.  The process culminated  with
federal  pre-emption of most economic regulation of intrastate trucking
regulatory bodies effective January 1, 1995, and with legislation which
terminated  the Interstate Commerce Commission (ICC) effective  January
1, 1996.

Currently,  the motor carrier industry is subject to federal regulation
by the Federal Highway Administration (FHWA), the Federal Motor Carrier
Safety  Administration  (FMCSA) and the  Surface  Transportation  Board
(STB),  all  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.   The
FMCSA, which was created in March 2000, enforces comprehensive trucking
safety regulations relating to driver qualifications, drivers' hours of
service, safety-related equipment requirements, vehicle inspection  and
maintenance,   analysis  of  and  record-keeping  for  accidents,   and
transportation  of hazardous materials.  Because CFCD makes  large  and
increasing  use  of  rail "piggyback" (trailer-on-flatcar)  service  as
permitted under its current collective bargaining agreements, CFCD must
also comply with the hazardous materials transportation regulations  of
DOT's   Federal  Railroad  Administration.   Compliance  with   similar
regulations  of DOT's Federal Aviation Administration is required  when
CFCD  tenders  shipments to air carriers in the PrimeTime Air  program.
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 agreements under jurisdiction  inherited
from the ICC.

At the state level, federal pre-emption 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.  The Canadian provinces  have  implemented
safety  regulations  of  trucking services applicable  to  both  extra-
provincial and intra-provincial operations of motor carriers.  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  1999, 1998 and 1997 there was no single customer of the Company
that accounted for 10% or more of consolidated revenues.

The  Company is subject to Federal, state and local environmental  laws
and  regulations relating to, among other things, contingency  planning
for  spills  of  petroleum products, and its  disposal  of  waste  oil.
Additionally, the Company is subject to significant regulations dealing
with  underground fuel storage tanks. The Company stores  some  of  its
fuel for its trucks and tractors in 252 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 2000 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.

Geographic information is summarized in Note 10 on page 27 of the  1999
Annual Report to Shareholders and is incorporated herein by reference.


ITEM 2.   PROPERTIES

The  following  summarizes the terminals, freight service  centers  and
warehouses operated by the Company or its subsidiaries at December  31,
1999.  These  major 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. As the Company
continues to invest in its infrastructure to become more competitive in
the  shorter  length-of-haul lanes, some terminals will be consolidated
and others expanded.
                         Owned     Leased    Total

                          217       138       355

The  following table sets forth the location and square footage of  the
principal facilities operated by the Company or its subsidiaries:

                      Location             Square Footage

               (e)  Rancho Cucamonga, CA          419,064
               (e)  Guadalajara, Mexico           369,750
                    Mira Loma, CA                 280,672
                    Chicago, IL                   231,159
                    Carlisle, PA                  151,100
                    Kansas City, MO               131,916
               (f)  Edmonton, Alberta, Canada     121,415
               (b)  Columbus, OH                  118,774
                    Memphis, TN                   118,745
                    Nashville, TN                 118,622
               (a)  Indianapolis, IN              109,460
                    Orlando, FL                   101,557
               (e)  Mira Loma, CA                 109,790
                    South Chicago, IL              98,738
               (e)  St. Petersburg, FL             95,812
               (f)  Vancouver, British Columbia,
                      Canada                       95,725
               (a)  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
             (a)(d) Freemont, IN                   73,760
             (a)(d) Peru, IL                       73,760
                    Buffalo, NY                    73,380
                    Milwaukee, WI                  70,661
                    Salt Lake City, UT             68,480
                    Seattle, WA                    59,720
               (f)  Toronto, Ontario, Canada       53,431
               (c)  Springfield, MA                51,760


(a)  Facility  partially  or wholly financed through  the  issuance  of
       industrial revenue bonds.
(b)  Property  pledged as collateral for the benefit of  CNF  Inc.  for
       workers' compensation claims prior  to  the spin-off of the Company
       from its former parent,  as required under the Reimbursement and
       Indemnification Agreement dated October 1, 1996.
(c)  Property is leased from a subsidiary of CNF Inc. through
       December 1, 2005.
(d)  Terminal closed in January 2000 as part of consolidation.
(e)  Dedicated contract warehouse and distribution facility operated
       by Redwood.
(f)  Property is owned by one of the Company's Canadian subsidiaries.



ITEM 3.   LEGAL PROCEEDINGS

The  legal  proceedings  of  the Company  are  summarized  in  Item  8.
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  REGISTRANT'S  COMMON  STOCK  AND  RELATED
            STOCKHOLDER 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 quarterly ranges of the market  price  of  the
Company's  Common Stock during the period January 1, 1998  to  December
31, 1999 are presented in the "Quarterly Financial Data" on page 30  of
the  1999 Annual Report to Shareholders and are incorporated herein  by
reference. 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  2000.  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.

During  1999,  the Company repurchased 1,407,725 shares of  its  Common
Stock for $12.6 million.  This completed a $25 million stock repurchase
program  approved by the Board of Directors in 1998.  On  December  14,
1999, the Board of Directors authorized the repurchase of an additional
$20 million of Common Stock, of which $19.8 million remains available.

As  of  December 31, 1999, there were 31,800 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 31 of the 1999 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  1999  Annual
Report to Shareholders and is incorporated herein by reference.

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; and  environmental and tax matters.
As  a  result of the foregoing, no assurance can be given as to  future
results of operations or financial condition.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative  and  qualitative  disclosures  about  market   risk   are
presented on page 17 of the 1999 Annual Report to Shareholders and  are
incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The   Consolidated  Financial  Statements  and  Auditors'  Report   are
presented on pages 19 through 29, inclusive, of the 1999 Annual  Report
to   Shareholders  and  are  incorporated  herein  by  reference.   The
unaudited quarterly financial data is included on page 30 of  the  1999
Annual Report to Shareholders and is incorporated herein by reference.


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

None.

                               PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  identification of the Company's Directors is presented on pages  2
and  3  of  the  Company's 2000 Proxy Statement  and  those  pages  are
incorporated herein by reference.

The  Executive Officers of the Company, their ages at December 31, 1999
and their applicable business experience are as follows:

G.  Robert  Evans, 68, Vice Chairman of the Board and  Chief  Executive
Officer  of  the Company since January 24, 2000.  Prior to joining  the
Company,  Mr. Evans was chairman of Material Sciences Corporation  from
1991  to  1998.   He has served as a board member of the Company  since
1996  and  was a director of the former parent from 1990 to  1996.   He
replaces W. Roger Curry who retired from the Company.

Patrick  H.  Blake,  50,  Executive Vice President  -  Chief  Operating
Officer  of the Company and President of CFCD since May 13, 1999.   Mr.
Blake  served as Executive Vice President - Operations of  the  Company
since December 31, 1996 and 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.

Sunil  Bhardwaj, 44, Senior Vice President and Chief Financial  Officer
of  the  Company  since  May 13, 1999.  Mr.  Bhardwaj  served  as  Vice
President  of  Planning  and  Treasurer since  December  2,  1996.   He
previously  served as Vice President of Internal Audit  of  the  former
parent, assuming that position in 1993.

Wayne M. Bolio, 43, Vice President - Human Resources of the Company
since March 1, 2000.  From April 1997 through February 2000, Mr. Bolio
served as Assistant General Counsel for the Company and was responsible
for its labor and employment legal matters.  Prior to joining the
Company in April 1997, he was an attorney for Southern Pacific
Transportation Company from 1991, most recently as Assistant General
Counsel from 1993.

Patrick J. Brady, 48, Senior Vice President - Sales and Marketing since
February 25, 2000.  Mr. Brady had served as Vice President Eastern
Region of CFCD since January 1995 and was a Division Manager before
that.

Stephen  D. Richards, 56, 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.

Thomas A. Paulsen, 56, Senior Vice President - Operations of CFCD since
August 1, 1998.  Mr. Paulsen was a Vice President of CFCD from March 1,
1985 to July 31, 1998.

Robert  E. Wrightson, 60, 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  8  through
17,  inclusive, of the Company's 2000 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 through  6
of  the  Company's 2000 Proxy Statement and is incorporated  herein  by
reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

                                        PART IV

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

(a) Financial Statements and Exhibits Filed

    1. Financial Statements
         See Index to Financial Information.

    2. Financial Statement Schedules
         See Index to Financial Information.

    3. Exhibits
         See Index to Exhibits.

(b)  Reports on Form 8-K

       No  reports on Form 8-K were filed in the quarter ended
           December 31, 1999.



                              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.


March 29, 2000                   CONSOLIDATED FREIGHTWAYS CORPORATION
                                         (Registrant)

                                   By:/s/Sunil Bhardwaj
                                      Sunil Bhardwaj
                                      Senior Vice President and
                                        Chief Financial Officer


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 29, 2000                     /s/G. Robert Evans
                                   G. Robert Evans
                                   Vice Chairman of the Board and
                                    Chief Executive Officer


March 29, 2000                     /s/Sunil Bhardwaj
                                   Sunil Bhardwaj
                                   Senior Vice President and
                                    Chief Financial Officer



March  29, 2000                    /s/Robert E. Wrightson
                                   Robert E. Wrightson
                                   Senior Vice President and Controller



March  29,  2000                   /s/William D. Walsh
                                   William D. Walsh, Chairman of the Board



March  29,  2000                   /s/Paul B. Guenther
                                   Paul B. Guenther, Director



March 29, 2000                     /s/John M. Lillie
                                   John M. Lillie, Director




                    CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 1999

_______________________________________________________________________


            INDEX TO INFORMATION INCORPORATED BY REFERENCE

Consolidated Freightways Corporation and Subsidiaries

The  following  items  are incorporated herein by  reference  from  the
Company's  1999  Annual Report to Shareholders.   The  page  references
refer to the Annual Report to Shareholders.

                      Item                                       Page

Item 1(b). Financial Information About Industry  Segments         27

Item 1(d). Financial Information About Foreign and Domestic
            Operations and Export Sales                           27

Item 5.    Market for the Registrant's Common Stock and
            Related Stockholder Matters                           30

Item 6.    Selected Financial Data                                31

Item 7.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations                  16-18

Item 7A.   Quantitative and Qualitative Disclosures About
            Market Risk                                           17

Item 8.    Financial Statements and Supplementary Data            19-30




The  following  items  are incorporated herein by  reference  from  the
Company's 2000 Proxy Statement. The page references refer to the  Proxy
Statement.


                        Item                                     Page

Item 10.   Directors  and  Executive  Officers  of
            the  Registrant                                      2-3

Item 11.   Executive Compensation                                8-17

Item 12.   Security Ownership of Certain Beneficial Owners
            and Management                                       4-6








                    CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 1999

_______________________________________________________________________


                    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
29,  inclusive, of the Company's 1999 Annual Report to Shareholders are
incorporated herein by reference:

     Consolidated Balance Sheets - December 31, 1999 and 1998

     Statements of Consolidated Income - Years Ended December 31, 1999,
         1998 and 1997

      Statements of Consolidated Cash Flows - Years Ended December  31,
         1999, 1998 and 1997

      Statements  of Consolidated Shareholders' Equity  -  Years  Ended
         December 31, 1999, 1998 and 1997

     Notes to Consolidated Financial Statements

     Report of Independent Public Accountants


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                15

     Report of Independent Public Accountants                 15

     Schedule II - Valuation and Qualifying Accounts          16


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.


                               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 Consolidated Freightways Corporation's (the
Company) previously filed Registration Statement File Nos. 333-16851,
333-16835, 333-25167, 333-95859, 333-85775 and 333-95861.


                                   /s/Arthur Andersen LLP
                                   ARTHUR ANDERSEN LLP


Portland, Oregon,
  March 28, 2000




               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 1999 Annual Report to
Shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 26, 2000.  Our audit was made
for the purpose of forming an opinion on those statements taken as a
whole.  The Schedule on page 16 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 26, 2000




                                SCHEDULE II

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                     VALUATION AND QUALIFYING ACCOUNTS
                    THREE YEARS ENDED DECEMBER 31, 1999
                               (In thousands)

DESCRIPTION

ALLOWANCE FOR DOUBTFUL ACCOUNTS



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

1999      $11,413     $18,166     $  -        $(16,785)(a)       $12,794


1998      $ 7,467     $15,127     $  -        $(11,181)(a)       $11,413


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



(a)  Accounts written off net of recoveries.


                           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-K for the
          year ended December 31, 1998.) (*)

(10)  Material Contracts:
     10.1 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.) (*)
     10.2 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.) (*)
     10.3 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.) (*)
     10.4 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-Kdated March 12, 1997.) (*)
     10.5 Consolidated Freightways Corporation 1996 Stock Option and
          Incentive   Plan. (Exhibit 10.6 to the Company's Form 10 filed October
          2, 1996)(*)(#)
     10.6 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.) (*)(#)
     10.7 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.) (*)(#)
     10.8 Consolidated Freightways Corporation Supplemental Executive
          Retirement Plan. (Exhibit 10.11 to the Company's
          Form 10-K for the year ended December 31, 1996.) (*)(#)
     10.9 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.) (*)(#)
    10.10 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.)(*)
    10.11 Consolidated Freightways Corporation 1999 Equity Incentive
          Plan and Forms of Stock Options Agreements. (Exhibit 10.3 to the
          Company's  Form 10-Q for the quarter ended June 30, 1999.) (*)(#)

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

                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

Exhibit No.

    10.12 Form of Restricted Stock Award and Deferral Agreement under
          the 1999 Equity Incentive Plan.  (Exhibit 4.5 to the Company's
          Registration Statement on Form S-8 dated August 23, 1999, File No 333-
          85775.) (*)(#)
    10.13 Consolidated Freightways Corporation Non-Employee Directors'
          Equity Plan and Form of Stock Option Agreement. (Exhibit 10.4 to the
          Company's Form 10-Q for the quarter ended June 30, 1999.) (*)(#)
    10.14 Employment Agreements with Senior Management. (Exhibits 10.21 to the
          Company's Form 10-K for the year ended December 31, 1998 and 10.1
          to the Company Form 10-Q for the quarter ended June 30, 1999.) (*)(#)
    10.15 Consolidated Freightways Corporation Management Change-of-Control
          Plan. (Exhibit 10.22 to the Company's Form 10-K for the year ended
          December 31, 1998.) (*)(#)
    10.16 Credit Agreement between Consolidated Freightways Corporation of
          Delaware, ABN AMRO Bank, N.V. and various other financial
          institutions, dated as of October 12, 1999.
    10.17 Lease Agreement between Consolidated Freightways Corporation of
          Delaware, ABN AMRO Bank, N.V. and various other financial
          institutions, dated as of October 12, 1999.

(13)      Annual Report to Security Holders:

       Consolidated  Freightways  Corporation  1999  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.)

(23)  Consents of Experts and Counsel

       (23.1)  Consent  of  Arthur  Andersen  LLP,  independent  public
               accountants (included on page 15 with the auditor's report
               in this Annual Report on 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.