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, 2000

                   Commission File Number  1-12149

                 CONSOLIDATED FREIGHTWAYS CORPORATION


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

                16400 S.E. CF Way, Vancouver, WA  98683
                    Telephone Number (360) 448-4000

      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  28,   2001:
$99,098,127

             Number of shares of Common Stock outstanding
                     as of February 28, 2001: 21,851,835

                  DOCUMENTS INCORPORATED BY REFERENCE

                          Parts I, II and IV


Parts  I,  II  and  IV are incorporated by reference from  Consolidated
Freightways  Corporation's 2000 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  2001  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, 2000

_______________________________________________________________________


                                 INDEX

   Item                                                         Page

                                PART I

     1.     Business                                              3
     2.     Properties                                            7
     3.     Legal Proceedings                                     7
     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



                                Page 2



                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 2000
_______________________________________________________________________


                                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
long-haul  freight  transportation company,  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; CF AirFreight Corporation, a  non-asset
based provider of domestic and international air freight forwarding and
full  and  less-than-container load ocean freight  transportation;  and
Redwood  Systems,  Inc.,  a  non-asset based  supply  chain  management
services  provider.  The Company primarily provides less-than-truckload
transportation,  air  freight forwarding 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

The  Company  does  not  present segment disclosures  because  the  air
freight  forwarding, supply chain management and international  freight
service  offerings do not meet the quantitative thresholds of Statement
of  Financial Accounting Standards No. 131 "Disclosures about  Segments
of an Enterprise and Related Information."


(c) Narrative Description of Business

The  Company,  headquartered in Vancouver, Washington, is  the  holding
company  of CFCD, a long-haul freight transportation company  providing
less-than-truckload freight 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
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 2000 revenues.  During
2000,  CF  AirFreight  Corporation, a wholly owned  subsidiary  of  the
Company,  acquired substantially all of the assets and  liabilities  of
privately  held FirstAir Inc., a non-asset based provider  of  domestic
and  international  air  freight forwarding  and  full  and  less-than-
container load ocean freight transportation.  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.


                                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.  The Company  is  faced  with  a
decline of its market share in the "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
longer   length-of-haul  service  offerings  by  regional  and   parcel
carriers.  To  grow,  the  Company  must  continue  to  invest  in  its
infrastructure to become more efficient and competitive in the  shorter
length-of-haul lanes; improve efficiencies in its core longer length-of-
haul lanes, and develop services tailored to customer needs.

As  a  large carrier of LTL general freight, at December 31, 2000, CFCD
operated  37,700  vehicle  units  including  inter-city  tractors   and
trailers  and  pick-up and delivery units.  It had  a  network  of  302
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.

In  2000,  CFCD operated in excess of 597 million linehaul miles.  Road
equipment consists of one tractor pulling two 28-foot trailers or, to a
limited  extent,  one  semi-trailer or three  28-foot  trailers.   CFCD
operates   daily   schedules  utilizing   relay   drivers   who   drive
approximately eight to ten hours each day and sleeper teams,  which  in
2000,  approximated  22%  of  all linehaul  miles.   Rail  miles  as  a
percentage of total linehaul miles approximated 24%.

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  subsidiaries  utilize  34  terminals and a fleet of over
1,620 trucks, tractors and trailers.


Cyclicality and Seasonality

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


Employees

At  December  31,  2000, 81% 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  2000  revenues. The Company had  approximately  21,100,
22,100,  and  21,000  employees at December 31, 2000,  1999  and  1998,
respectively.


                                Page 4



Fuel

The  average fuel cost per gallon, excluding taxes, was $0.947,  $0.578
and  $0.462 for the years ended December 31, 2000, 1999 and  1998.  The
Company's  rules  tariff allows for 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.  This  provision of the rules tariff became effective  in  July
1999. However, 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.


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 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 regulations of DOT's  Federal
Aviation   Administration  is  required  when  CF  AirFreight   tenders
shipments  to  air  carriers.   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.


                                Page 5




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  2000, 1999 and 1998 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 238 underground tanks located in 42
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 business, financial  position
or  results  of  operations.  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 2001 will not be material.

The  Company  has  received  notices from the Environmental  Protection
Agency  (EPA)  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 the advice of local environmental attorneys and cost studies
performed by environmental engineers hired by the EPA (or other Federal
or  State agencies), the Company believes its obligations with  respect
to such sites would not have a material adverse effect on its financial
position or results of operations.


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

Geographic information is summarized in Note 11 on page 27 of the  2000
Annual Report to Shareholders and is incorporated herein by reference.

                                Page 6




ITEM 2.  PROPERTIES

The  following  summarizes the terminals, freight service  centers  and
warehouses operated by the Company or its subsidiaries at December  31,
2000.  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
and efficient, some terminals will be consolidated and others expanded.

                         Owned     Leased    Total

                          204       136       340

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

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

(a)  Facility  partially  or wholly financed through  the  issuance  of
      industrial revenue bonds.
(b)  Property is leased from a subsidiary of CNF Inc. through  December
      1, 2005.
(c)  Dedicated contract warehouse and distribution facility operated  by
      Redwood.
(d)  Property is owned by one of the Company's Canadian subsidiaries.


                                Page 7




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, 1999  to  December
31, 2000 are presented in the "Quarterly Financial Data" on page 30  of
the  2000 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 2001 and has no intention to do so. 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 2000, the Company repurchased 60,000 shares of its common  stock
for  $267,000  and  is  authorized to repurchase  an  additional  $19.5
million.

As  of  December 31, 2000, there were 32,500 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 2000 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  2000  Annual
Report to Shareholders and is incorporated herein by reference.

Under "Liquidity and Capital Resources" in Management's Discussion and
Analysis of Financial Condition and Results of Operations incorporated
by reference from the 2000 Annual Report to Shareholders, the Company
states that the new credit facility is anticipated to be in place by
March 30, 2001.  The Company now expects formal documentation will be
concluded sometime in April, 2001.

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: general economic conditions;  general
business  conditions  of customers served and other  shifts  in  market
demand;  increases  in domestic and international competition;  pricing
pressures,  rate  levels  and capacity in the  motor-freight  industry;
future operating costs such as employee wages and benefits, fuel prices
and  workers  compensation  and  self-insurance  claims;  shortages  of
drivers;   weather;   environmental  and  tax   matters;   changes   in
governmental  regulation; technology costs; legal  claims;  timing  and
amount  of  capital expenditures; and successful execution of operating
plans,  customer  service  initiatives, marketing  plans,  process  and
operational improvements and cost reduction efforts.

                                Page 8





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative  and  qualitative  disclosures  about  market   risk   are
presented on page 17 of the 2000 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  of  the  2000  Annual  Report  to
Shareholders  and are incorporated herein by reference.  The  unaudited
quarterly  financial data is included on page 30  of  the  2000  Annual
Report to Shareholders and is incorporated herein by reference.

Under Footnote 5, "Long-Term Debt" included in the financial statements,
incorporated by reference from the 2000 Annual Report to Shareholders,
the Company states that the new credit facility is anticipated to be in
place by March 30, 2001.  The Company now expects formal documentation
will be concluded sometime in April, 2001.


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

None.

                                Page 9




                               PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  identification of the Company's Directors is presented on pages  2
through  4  of the Company's 2001 Proxy Statement and those  pages  are
incorporated herein by reference.

The  Executive Officers of the Company, their ages at December 31, 2000
and their applicable business experience are as follows:

Patrick  H.  Blake, 51, President and Chief Executive  Officer  of  the
Company  and  Chairman and Chief Executive Officer of  CFCD  since  May
2000.   Mr.  Blake  previously  served as Executive  Vice  President  -
Operations and Chief Operating Officer of the Company and President and
Chief  Operating  Officer of CFCD since May 1999.  From  December  1996
through  May  1999,  Mr.  Blake served as Executive  Vice  President  -
Operations  of the Company 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.

Wayne  M.  Bolio, 44, Vice President - Human Resources of  the  Company
since  March  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, 49, Senior Vice President - Sales and Marketing since
February 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, 57, Senior Vice President and General Counsel  of
the Company since December 1996.  Mr. Richards served as 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, 57, Executive Vice President and  Chief  Operating
Officer  of  the Company and President and Chief Operating  Officer  of
CFCD  since  May  2000.  Mr. Paulsen previously served as  Senior  Vice
President - Operations of CFCD from August 1998 through May 2000.   Mr.
Paulsen was a Vice President of CFCD from March 1985 to July 1998.

Samuel  A.  Woodward, 51, Senior Vice President - Strategic  Operations
and  Planning  since  January  2001.  Mr.  Woodward  is  co-founder  of
myFreightWorld,  a  freight industry web-based  consortium.   Prior  to
that,  Mr.  Woodward served as Senior Vice President -  Operations  and
Planning  at  Yellow  Corporation and  held  executive  positions  with
transportation  consultancy SH&E, a subsidiary of  Reed  Elsevier,  and
with merchant banker The Taggert Group.

Robert  E.  Wrightson, 61, Executive Vice President and Chief Financial
Officer  of  the  Company  since July 2000.  Mr.  Wrightson  previously
served  as  Senior Vice President and Controller of the  Company  since
December 1996 and 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 9 through 16
of the Company's 2001 Proxy Statement, and those pages are incorporated
herein by reference.

                                Page 10




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  required information for Item 12 is included on pages 5 through  7
of  the  Company's 2001 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, 2000.

                                Page 11





                              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, 2001                 CONSOLIDATED FREIGHTWAYS CORPORATION
                                          (Registrant)

                                   By:/s/Robert E. Wrightson
                                      Robert E. Wrightson
                                      Executive 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, 2001                     /s/Patrick H.  Blake
                                   Patrick H. Blake
                                   President, Chief Executive Officer
                                    and Director


March 29, 2001                     /s/Robert  E.  Wrightson
                                   Robert E. Wrightson
                                   Executive Vice President and
                                    Chief Financial Officer


March 29, 2001                     /s/James  R.  Tener
                                   James R. Tener
                                   Vice President and Controller


March 29, 2001                     /s/William D. Walsh
                                   William D. Walsh
                                   Chairman  of  the Board


March 29, 2001                     /s/G. Robert Evans
                                   G.  Robert Evans
                                   Vice Chairman of the Board


March 29, 2001                     /s/Paul B. Guenther
                                   Paul B. Guenther, Director


March 29, 2001                     /s/Henry C. Montgomery
                                   Henry C. Montgomery, Director


                               Page 12




                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 2000

_______________________________________________________________________


            INDEX TO INFORMATION INCORPORATED BY REFERENCE

Consolidated Freightways Corporation and Subsidiaries

The  following  items  are incorporated herein by  reference  from  the
Company's  2000  Annual Report to Shareholders.   The  page  references
refer to the Annual Report to Shareholders.

                          Item                                        Page

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 2001 Proxy Statement. The page references refer to the  Proxy
Statement.


                        Item                                       Page

Item 10.   Directors and Executive Officers of the Registrant       2-4

Item 11.   Executive Compensation                                   9-16

Item 12.   Security Ownership of Certain Beneficial Owners
            and Management                                          5-7


                                Page 13






                 CONSOLIDATED FREIGHTWAYS CORPORATION
                               FORM 10-K
                     Year Ended December 31, 2000

_______________________________________________________________________


                    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 of the Company's 2000 Annual Report to Shareholders are incorporated
herein by reference:

     Consolidated Balance Sheets - December 31, 2000 and 1999

      Statements of Consolidated Operations - Years Ended December  31,
        2000, 1999 and 1998

      Statements of Consolidated Cash Flows - Years Ended December  31,
        2000, 1999 and 1998

      Statements  of Consolidated Shareholders' Equity  -  Years  Ended
        December 31, 2000, 1999 and 1998

      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.

                                Page 14



                               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  previously
filed Registration Statement File Nos.  333-16851, 333-16835, 333-25167,
333-95859, 333-85775, 333-95861 and 333-42456.


                                   /s/Arthur Andersen LLP
                                   ARTHUR ANDERSEN LLP


Portland, Oregon,
  March 28, 2001




               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

We  have  audited  in  accordance  with  auditing  standards  generally
accepted  in  the United States, the consolidated financial  statements
included  in Consolidated Freightways Corporation's 2000 Annual  Report
to  Shareholders incorporated by reference in this Form 10-K, and  have
issued  our report thereon dated January 25, 2001.  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 25, 2001


                                Page 15





                                SCHEDULE II

                    CONSOLIDATED FREIGHTWAYS CORPORATION
                     VALUATION AND QUALIFYING ACCOUNTS
                    THREE YEARS ENDED DECEMBER 31, 2000
                               (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

2000      $13,340     $18,468     $  -        $(18,921)(a)       $12,887


1999      $11,413     $18,166     $  -        $(16,239)(a)       $13,340


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



(a)  Accounts written off net of recoveries.


                                 Page 16





                           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-K dated 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 Supplemental Executive
          Retirement Plan. (Exhibit 10.11 to the Company's
          Form 10-K for the year ended December 31, 1996.) (*)(#)
     10.8 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.) (*)(#)
     10.9 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.)(*)
    10.10 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.


                                Page 17



                           INDEX TO EXHIBITS
                             ITEM 14(a)(3)

Exhibit No.

   10.11 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.) (*)(#)
   10.12 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.) (*)(#)
   10.13 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.) (*)(#)
   10.14 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.) (*)(#)
   10.15 Credit Agreement between Consolidated Freightways Corporation of
         Delaware, ABN AMRO Bank, N.V. and various other financial institutions,
         dated as of October 12, 1999. (Exhibit 10.16 to the Company Form 10-K
         for the year ended December 31, 1999) (*)
   10.16 Lease Agreement between Consolidated Freightways Corporation of
         Delaware, ABN AMRO Bank, N.V. and various other financial
         institutions, dated as of October 12, 1999. (Exhibit 10.17 to the
         Company's Form 10-K for the year ended December 31, 1999)(*)
   10.17 Settlement Agreement and Mutual Release of Claims between Consolidated
         Freightways Corporation and W. Roger Curry dated April 14, 2000.
         (Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
         March 31, 2000)(*)(#)
   10.18 Agreement Resolving Certain Maters under the Tax Sharing Agreement
         between CNF Transportation Inc. and Consolidated Freightways.
         (Filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
         June 30, 2000)(*)
   10.19 Amendment No.1, dated September 27, 2000, to the Credit Agreement
         between Consolidated Freightways Corporation of Delaware, ABN AMRO
         Bank, N.V. and various other financial institutions dated
         October 12, 1999. (Exhibit 10.1 to the Company's Form 10-Q
         for the quarter ended September 30, 2000)(*)
   10.20 CF AirFreight Savings Plan (Exhibit 4.3 to the Company's Registration
         Statement on Form S-8 dated July 28, 2000, File No 333-42456.) (*)(#)
   10.21 Amendment No.2, dated December 7, 2000, to the Credit Agreement between
         Consolidated Freightways Corporation of Delaware, ABN AMRO Bank, N.V.
         and various other financial institutions dated October 12, 1999.
   10.22 Amendment No.3, dated February 5, 2001, to the Credit Agreement
         between Consolidated Freightways Corporation of Delaware, ABN AMRO
         Bank, N.V. and various other financial institutions dated
         October 12, 1999.
   10.23 Consolidated Freightways Corporation Senior Executive Incentive
         Plan for 2001.(#)
   10.24 Employment Agreements with Senior Management.(#)
   10.25 Consulting Arrangement between Consolidated Freightways Corporation
         and G. Robert Evans.(#)
   10.26 Consolidated Freightways Corporation Amended Deferred Compensation Plan
         for Executives.(#)
   10.27 Consolidated Freightways Corporation Split-Dollar Life Insurance Plan
         2001 Restatement.(#)


(*) 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.

(13)      Annual Report to Security Holders:

       Consolidated  Freightways  Corporation  2000  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)      Subsidiaries of the Company


                                Page 19