Exhibit 10.21



          AMENDMENT NO. 2 AND WAIVER dated as of December 7, 2000 to
the  Credit  Agreement dated as of October 12, 1999 (as  amended  by
Amendment  No.  1 to the Credit Agreement dated as of September  27,
2000,   the   "Credit  Agreement")  among  Consolidated  Freightways
Corporation  of  Delaware, a Delaware corporation (the  "Borrower"),
ABN  AMRO  Bank  N.V.  as administrative agent (the  "Administrative
Agent"),  and  the  Lender Parties party to  the  Credit  Agreement.
Capitalized terms not otherwise defined in this Amendment No. 2  and
Waiver  have the same meanings as specified therefor in  the  Credit
Agreement.

                          Preliminary Statements

          (1)  Parent proposes to create a captive insurance company
chartered  outside  of  the United States  (the  "Captive  Insurance
Subsidiary") which would provide various types of insurance coverage
to the Borrower and its Affiliates.

          (2)   As  part of the capitalization and operation of  the
Captive  Insurance Corporation, it is anticipated that  the  Captive
Insurance  Subsidiary, may invest excess cash reserves in short-term
promissory notes of the Borrower or may purchase accounts receivable
originated by the Borrower and its Affiliates.

          (3)   The  creation, capitalization and operation  of  the
Captive  Insurance  Subsidiary may constitute a  breach  of  certain
covenants contained in the Credit Agreement.

          (4)   The  Borrower has requested that the Lender  Parties
agree  to (1) amend the definition of "Permitted Liens" and  Section
5.02(a) of the Credit Agreement as provided herein and (2) waive the
requirements  of  certain  covenants  in  the  Credit  Agreement  as
provided herein.

          (5)   The  Lender Parties have indicated their willingness
to  agree  to  the amendment and the waiver described above  on  the
terms  and  subject to the satisfaction of the conditions set  forth
herein.

          NOW,  THEREFORE, in consideration of the premises  and  of
the  mutual  covenants and agreements contained herein  the  parties
hereto hereby agree as follows:

          SECTION 1.     Amendment of the Credit Agreement.  (a) The
definition  of "Permitted Liens" in the Credit Agreement is  amended
by  deleting  the  period at the end of paragraph  (h)  therein  and
substituting  therefor the word "; and" and adding a  paragraph  (i)
thereto after paragraph (h) therein to read as follows:

          "(i)   Liens  on real property of a Loan Party  to  secure
notes  in an aggregate principal amount not in excess of $10,000,000
at  any  time issued by the Borrower to a captive insurance  company
formed by the Parent."

          (b)  Section 5.02(a)(v) of the Credit Agreement is  hereby
amended in its entirety to read as follows:

          "(v)  sales or other transfers of assets (other than sales
of  accounts receivable and any related property) by the Borrower in
any  Fiscal Year provided that the aggregate book value of all  such
assets  sold or transferred in such Fiscal Year is not in excess  of
five percent (5%) of the Consolidated Total Assets of the Parent  as
of the end of the previous Fiscal Year, and"

          (c) Section 5.02(a) of the Credit Agreement is amended  by
adding  a  subsection (vi) thereto after subsection (v)  therein  to
read as follows:

          "(vi)   sales  of  accounts  receivable  and  any  related
property  to  a  captive  insurance company  formed  by  the  Parent
provided  that  the  aggregate  net unrecovered  investment  of  the
captive  insurance company in such accounts receivable and  proceeds
thereof shall not exceed at any time $20,000,000."

          SECTION  2.   Waiver of Certain Provisions of  the  Credit
Agreement.   Compliance  by  the Borrower  with  the  provisions  of
Sections 5.01(b), 5.02(d) and 5.02(i) is hereby waived effective  as
of November 28, 2000 to the extent that the creation, capitalization
and operation (including investments in assets owned by the Borrower
and  its  Affiliates)  of  the  Captive Insurance  Subsidiary  would
constitute a breach of such sections.

          SECTION  3.  Conditions Precedent to the Effectiveness  of
this  Amendment No. 2 and Waiver.  This Amendment No. 2  and  Waiver
shall   become  effective  when  and  if  the  following  conditions
precedent have been satisfied by December 31, 2000:

          (a)    The   Administrative  Agent  shall  have   received
counterparts  of  this Amendment No. 2 and Waiver  executed  by  the
Borrower  and  the Required Lenders and the Consent  annexed  hereto
executed by the Guarantor; and

          (b)   The Borrower shall have paid all accrued fees of the
Administrative Agent and the Lender Parties and the accrued fees and
expenses of counsel to the Administrative Agent.

          SECTION  4.   Reference  to  and  Effect  on  the   Credit
Agreement.   (a)  On and after the effective date of this  Amendment
No.  2  and Waiver, each reference in the Credit Agreement to  "this
Agreement,"  "hereunder," "hereof" or words of like import referring
to the Credit Agreement and each reference in each of the other Loan
Documents  to  "the  Credit Agreement," "thereunder,"  "thereof"  or
words  of like import referring to the Credit Agreement, shall  mean
and be a reference to the Credit Agreement, as amended and otherwise
modified by this Amendment No. 2 and Waiver.

          (b)   The  Credit Agreement, as amended by  the  amendment
specifically provided above in Section 1, is and shall  continue  to
be  in  full force and effect and is hereby in all respects ratified
and  confirmed.  The execution, delivery and effectiveness  of  this
Amendment  No. 2 and Waiver shall not, except as expressly  provided
herein,  operate as a waiver of any right, power or  remedy  of  any
beneficiary  of the Credit Agreement or constitute a waiver  of  any
provision thereof.

          SECTION  5.   Costs  and Expenses.   The  Borrower  hereby
agrees to pay, upon demand, all of the reasonable costs and expenses
of   the  Administrative  Agent  incurred  in  connection  with  the
preparation,  execution, delivery, administration, modification  and
amendment  of  this  Amendment No. 2  and  Waiver  and  all  of  the
agreements,  instruments  and other documents  delivered  or  to  be
delivered in connection herewith.

          SECTION 6.  Execution in Counterparts.  This Amendment No.
2  and  Waiver may be executed in any number of counterparts and  by
different  parties hereto in separate counterparts,  each  of  which
when  so executed shall be deemed to be an original and all of which
taken   together  shall  constitute  one  and  the  same  agreement.
Delivery  of  an executed counterpart of a signature  page  to  this
Amendment  No.  2  and Waiver by telecopier shall  be  effective  as
delivery of a manually executed counterpart of this Amendment No.  2
and Waiver.

          SECTION  7.   Governing Law.  This  Amendment  No.  2  and
Waiver  shall be governed by, and construed in accordance with,  the
laws of the State of California.



       IN WITNESS WHEREOF, the parties hereto have caused this
    Amendment No. 2 and Waiver to be executed by their respective
   officers thereunto duly authorized, as of the date first above
                              written.

                              THE BORROWER

                             CONSOLIDATED FREIGHTWAYS CORPORATION
                             OF DELAWARE
                              By/s/Kerry K. Morgan
                              Name:Kerry K. Morgan
                              Title:Vice President and Treasurer


                              THE ADMINISTRATIVE AGENT

                              ABN AMRO BANK N.V.
                              By/s/David J. Thomas
                              Name:David J. Thomas
                              Title:Group Vice President

                              By/s/Jonathan F. Chiarieri
                              Name:Jonathan F. Chiarieri
                              Title:Officer


                              THE LENDER PARTIES

                              ABN AMRO BANK N.V.,
                               as the Issuing Bank and as a Tranche A Lender
                              By/s/David J. Thomas
                              Name:David J. Thomas
                              Title:Group Vice President


                              By/s/Jonathan F. Chiarieri
                              Name:Jonathan F. Chiarieri
                              Title:Officer


                              ABN AMRO BANK N.V.,
                               as a Tranche B Lender
                              By/s/David J. Thomas
                              Name:David J. Thomas
                              Title:Group Vice President


                              By/s/Jonathan F. Chiarieri
                              Name:Jonathan F. Chiarieri
                              Title:Officer


                              BANK ONE, NA (Main Office Chicago),
                              as a Tranche A Lender



                              By/s/Joanne W. Anderson
                              Name:Joanne W. Anderson
                              Title:Corporate Banking Officer

                              BANK ONE, NA (Main Office Chicago),
                              as a Tranche B Lender



                              By/s/Joanne W. Anderson
                              Name:Joanne W. Anderson
                              Title:Corporate Banking Officer


                              UNION BANK OF CALIFORNIA, N.A.,
                              as a Tranche B Lender
                              By/s/Cheryl B. Cinelli
                              Name:Cheryl B. Cinelli
                              Title: Vice President


                              CREDIT AGRICOLE INDOSUEZ,
                              as a Tranche B Lender
                              By/s/Richard A. Drennan
                              Name:Richard A. Drennan
                              Title:Vice President

                              CREDIT AGRICOLE INDOSUEZ
                              as a Tranche B Lender
                              By/s/Paul A. Dytrych
                              Name:Paul A. Dytrych
                              Title:Senior Relationship Manager

                              FIRST UNION NATIONAL BANK,
                              as a Tranche B Lender
                              By/s/Roy O. Young
                              Name:Roy O. Young
                              Title:Vice President


                              U.S. BANK NATIONAL ASSOCIATION,
                              as a Tranche B Lender

                              By/s/Aaron J. Gordon
                              Name:Aaron J. Gordon
                              Title:Vice President

                              FLEET NATIONAL BANK
                              as a Tranche A Lender
                              By_________________________________
                              Name:
                              Title:

                              FLEET NATIONAL BANK
                              as a Tranche B Lender
                              By_________________________________
                              Name:
                              Title:


                              KEYBANK NATIONAL ASSOCIATION,
                              as a Tranche A Lender
                              By/s/Cheryl L. Ebner
                              Name:Cheryl L. Ebner
                              Title:Senior Vice President

                              KEYBANK NATIONAL ASSOCIATION,
                              as a Tranche B Lender
                              By/s/Cheryl L. Ebner
                              Name:Cheryl L. Ebner

                              PNC BANK, NATIONAL ASSOCIATION,
                              as a Tranche A Lender
                              By/s/David J. Wheaton
                              Name:David J. Wheaton
                              Title:Vice President

                              PNC BANK, NATIONAL ASSOCIATION,
                              as a Tranche B Lender
                              By/s/David J. Wheaton
                              Name:David J. Wheaton
                              Title:Vice President




                               CONSENT


                                        Dated as of December 7, 2000


          The undersigned, as an Affiliate (as defined in the Credit
Agreement   dated   as  of  October  12,  1999  among   Consolidated
Freightways  Corporation  of  Delaware, the  financial  institutions
party thereto and ABN AMRO Bank N.V. as administrative agent and  as
amended  by Amendment No. 1 and Waiver thereto dated as of September
27,  2000)  of Consolidated Freightways Corporation of  Delaware,  a
Delaware  corporation  (the "Borrower"), has executed  an  Affiliate
Guaranty  dated  as  of October 12, 1999, as heretofore  amended  or
otherwise  modified  (as  so amended, the "Guaranty"),  pursuant  to
which  the  undersigned guarantees all obligations of  the  Borrower
under  the Credit Agreement and the other Loan Documents (as defined
in the Credit Agreement).

          The  undersigned, in its capacity as Guarantor  under  the
Guaranty,  hereby  consents to the foregoing  Amendment  No.  2  and
Waiver  and  hereby  confirms and agrees  that  notwithstanding  the
effectiveness of such Amendment No. 2 and Waiver, the  Guaranty  is,
and  shall  continue to be, in full force and effect and  is  hereby
ratified and confirmed in all respects.

          Delivery of an executed counterpart of a signature page to
this  Consent  by  telecopier shall be effective as  delivery  of  a
manually executed counterpart of this Consent.

          This  Consent  shall  be governed  by,  and  construed  in
accordance with, the laws of the State of California.

          IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this
Consent to be executed by its officers thereunto duly authorized  as
of the date first above written.

                    CONSOLIDATED FREIGHTWAYS CORPORATION


                    By:/s/Kerry K. Morgan
                     Name:Kerry K. Morgan
                     Title:Vice President and Treasurer