Exhibit 10.35


              SECOND AMENDMENT TO CREDIT AGREEMENT

          THIS   SECOND  AMENDMENT  TO  CREDIT  AGREEMENT   (this
"Amendment"),  is  made and entered into as of November  9,  2001
(the  "Effective Date"), by and between CONSOLIDATED  FREIGHTWAYS
CORPORATION,  a  Delaware  corporation  ("Borrower"),  the  other
Credit Parties signatory to the Credit Agreement described  below
(collectively, together with the Borrower, the "Credit  Parties")
and  GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender").

                       W I T N E SS E T H:

          WHEREAS, Borrower, the other Credit Parties and  Lender
are parties to that certain Credit Agreement, dated as of October
24,  2001 (as amended to the date hereof, the "Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall   have  the  meanings  given  such  terms  in  the   Credit
Agreement),  pursuant  to  which Lender  has  committed  to  make
certain loans to Borrower upon the terms and conditions set forth
therein; and

          WHEREAS, Borrower, the other Credit Parties and  Lender
desire  to  modify  the Credit Agreement in certain  respects  in
accordance with and subject to the terms and conditions set forth
herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby  acknowledged,  Borrower, the  other  Credit  Parties  and
Lender  do  hereby agree that all capitalized terms  used  herein
shall  have the meanings ascribed thereto in the Credit Agreement
(except as otherwise expressly defined or limited herein) and  do
hereby further agree as follows:

     1.   Amendments to the Credit Agreement.  Subject to the terms
and  conditions  of this Amendment, including without  limitation
the  fulfillment of the conditions precedent specified in Section
6 below, the Credit Agreement is hereby amended as follows:


          (A)   Section 5.11(a) of the Credit Agreement is hereby
     amended by deleting the date "November 9, 2001" appearing in
     the  first line and in clauses (iv) and (v) of said  Section
     5.11(a)  and substituting in lieu thereof the date "November
     20, 2001".

          (B)   Section 5.11(b) of the Credit Agreement is hereby
     amended  by deleting the date "November 16, 2001"  appearing
     in  the  first  line and in clauses (iii) and (iv)  of  said
     Section  5.11(b) and substituting in lieu thereof  the  date
     "December 17, 2001".

          (C)   Section 5.11(c) of the Credit Agreement is hereby
     amended  by deleting the date "November 16, 2001"  appearing
     in  the  first line of said Section 5.11(c) and substituting
     in lieu thereof the date "December 17, 2001".


          (D)   Section 5.11(d) of the Credit Agreement is hereby
     amended by deleting the date "December 7, 2001" appearing in
     the  first line of said Section 5.11(d) and substituting  in
     lieu thereof the date "December 17, 2001".

          (E)   Annex A to the Credit Agreement is hereby amended
     by deleting therefrom the definition of  "Borrowing Base" in
     its  entirety  and  by  substituting the  following  amended
     definition of such term in lieu thereof:

                    "Borrowing Base" shall mean, as of  any  date
          of  determination  by Lender, from  time  to  time,  an
          amount  equal  to  the  sum of (a) twenty-five  percent
          (25%)  of  the  Appraised Value of  Eligible  Mortgaged
          Property  less (b) any and all Reserves established  by
          Lender  at  such  time  including, without  limitation,
          Reserves  for environmental remediation costs,  accrued
          but  unpaid  taxes,  insurance and  other  Charges  and
          expenses   pertaining   to  such  Mortgaged   Property.
          Notwithstanding  the  foregoing: (x)  for  purposes  of
          calculating  the  Borrowing Base, the advance  rate  in
          clause (a) above of this definition shall be deemed  to
          be  (i)  fifty  percent (50%) of  the  Appraised  Value
          solely in respect of the Mortgaged Property located  at
          175  Linfield  Drive, Menlo Park,  California  for  the
          period  commencing on the Closing Date  and  ending  on
          November 20, 2001, and at all times after November  20,
          2001 shall be deemed to be equal to twenty-five percent
          (25%)  of  the  Appraised  Value  in  respect  of  such
          Mortgaged Property located at 175 Linfield Drive, Menlo
          Park, California, and (ii) thirty and one-tenth of  one
          percent  (30.1%)  of  the  Appraised  Value  solely  in
          respect of each of the Mortgaged Properties located  at
          (A)  12805 Old Hickory Blvd., Nashville, Tennessee, (B)
          2885  Alum  Creek Drive, Columbus, Ohio,  (C)  4301  W.
          Mojave Street, Phoenix, Arizona, (D) 1319 Moffett  Park
          Drive,  Sunnyvale,  California  and  (E)  13145  Unitec
          Drive, Laredo, Texas, for the period commencing on  the
          Closing Date and ending on November 20, 2001 and at all
          times  after  November 20, 2001 shall be deemed  to  be
          equal  to  twenty-five percent (25%) of  the  Appraised
          Value  in  respect of each of such Mortgaged Properties
          described  in  the  immediately preceding  clauses  (A)
          through  (E),  inclusive, of this definition;  (y)  the
          Borrowing Base shall not at any time exceed $15,000,000
          if  any of the conditions set forth in Section 2.2 have
          not  been  satisfied in full or waived  in  writing  by
          Lender;  and (z) the Borrowing Base shall  not  at  any
          time exceed $25,000,000 until all of the conditions set
          forth  in  Section 2.3 have been satisfied in  full  or
          waived in writing by Lender.

     2.   No Other Amendments.  Except for the amendments expressly
set  forth  and  referred  to  in Section  1  above,  the  Credit
Agreement shall remain unchanged and in full force and effect.

3.   Representations and Warranties.  To induce Lender to enter
into this Amendment, Borrower and each of the other Credit
Parties hereby warrant, represent and covenant to Lender that:
(a) this Amendment has been duly authorized, executed and
delivered by Borrower and each other Credit Party signatory
thereto, (b) after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing as of this date,
and (c) after giving effect to this Amendment, all of the
representations and warranties made by Borrower and each other
Credit Party in the Credit Agreement are true and correct in all
material respects on and as of the date of this Amendment (except
to the extent that any such representations or warranties
expressly referred to a specific prior date).  Any breach in any
material respect by Borrower or any other Credit Party of any of
its representations and warranties contained in this Section 3
shall be an Event of Default under the Credit Agreement.
4.   Ratification and Acknowledgment.  Borrower and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Credit Agreement
and all other documents delivered by such company in connection
therewith (including without limitation the other Loan Documents
to which Borrower or any other Credit Party is a party),
effective as of the date hereof.
5.   Estoppel.  To induce Lender to enter into this Amendment,
Borrower and each  of the other Credit Parties hereby acknowledge
and agree that, as of the date hereof, there exists no right of
offset, defense or counterclaim in favor of Borrower or any
Credit Party as against Lender with respect to the obligations of
Borrower or any Credit Party to Lender under the Credit Agreement
or the other Loan Documents, either with or without giving effect
to this Amendment.
6.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, subject to the prior or
subsequent receipt by the Lender of this Amendment, duly
executed, completed and delivered by Borrower and each other
Credit Party.  Upon the effective date of this Amendment, all of
the amendments set forth in Section 1 of this Amendment shall
become effective as of the effective date of this Amendment.
7.   Reimbursement of Expenses.  Borrower and each of the other
Credit Parties hereby agree that Borrower and each of the other
Credit Parties shall reimburse Lender on demand for all costs and
expenses (including without limitation reasonable attorney's
fees) incurred by Lender in connection with the negotiation,
documentation and consummation of this Amendment and the other
documents executed in connection herewith and therewith and the
transactions contemplated hereby and thereby.
8.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.
9.   Severability of Provisions.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.  To
the extent permitted by applicable law, Borrower and each of the
other Credit Parties hereby waive any provision of law that
renders any provision hereof prohibited or unenforceable in any
respect.
10.  Counterparts.  This Amendment may be executed in any number
of several counterparts, all of which shall be deemed to
constitute but one original and shall be binding upon all
parties, their successors and permitted assigns.
11.  Entire Agreement.  The Credit Agreement as amended by this
Amendment embodies the entire agreement between the parties
hereto relating to the subject matter hereof and supersedes all
prior agreements, representations and understandings, if any,
relating to the subject matter hereof.
          IN WITNESS WHEREOF, the parties have caused this Second
Amendment  to  Credit  Agreement to be  duly  executed  by  their
respective  officers thereunto duly authorized, as  of  the  date
first above written.

                         BORROWER:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By/s/Patrick H. Blake
                         Name:Patrick H. Blake
                         Title:President and Chief Executive Officer


                         LENDER:

                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By/s/Craig Winslow
                         Name:Craig Winslow
                         Title:    Duly Authorized Signatory


                         CREDIT PARTIES:

                         CONSOLIDATED FREIGHTWAYS CORPORATION  OF
                         DELAWARE


                         By:/s/Patrick H. Blake
                         Name:Patrick H. Blake
                         Title:Chief Executive Officer


                         CF AIRFREIGHT CORPORATION


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


                         REDWOOD SYSTEMS, INC.


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


                         LELAND JAMES SERVICE CORPORATION


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