Exhibit 10.11










            CONSOLIDATED FREIGHTWAYS CORPORATION

           SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





                      TABLE OF CONTENTS

                                                        Page

Preamble

Section I Definitions and Construction

     1.1  Adjusted Pension Accrued Benefit

     1.2  Retirement Accrued Benefit

     1.3  Supplemental Basic Compensation

     1.4  Frozen CNF SERP Benefit  2

Section II     Participation

Section III    Vesting

Section IV     Amount of Benefits

Section V      Payment of Benefits

Section VI     Amendment and Termination

Section VII    Miscellaneous Provisions

     7.1  Plan Administration

     7.2  No Employment Contract

     7.3  Non-Alienation of Benefits

     7.4  No Funding Obligation

     7.5  Governing Law

     7.6  Attorneys' Fees


            CONSOLIDATED FREIGHTWAYS CORPORATION

           SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                          Preamble

          Consolidated Freightways Corporation (the
"Company") became an independent publicly traded corporation
on December 2, 1996 when its stock was distributed by its
former parent corporation, Consolidated Freightways, Inc.
("CNF") to the shareholders of CNF.  CNF maintains the
Consolidated Freightways, Inc. Supplemental Retirement and
Excess Benefit Plan (the "CNF SERP") to provide defined
benefit pension benefits to executives in excess of certain
legal limits applicable to CNF's tax qualified Retirement
Plan.  Effective December 2, 1996 the Company adopted the
Consolidated Freightways Corporation Pension Plan (the
"Pension Plan"), which was established by transfer of assets
and liabilities from CNF's Retirement Plan.  CNF retained
the obligation to pay executive employees of the Company and
its subsidiaries the benefit accrued under the CNF SERP as
of December 2, 1996 based on service and compensation
through that date.  In order to provide continuing accrual
of supplemental retirement benefits based on service and
compensation after December 2, 1996, the Company adopts this
Supplemental Executive Retirement Plan (the "Plan")
effective December 2, 1996.


                          SECTION I

                DEFINITIONS AND CONSTRUCTION

          Except as follows or as otherwise provided, all
capitalized terms used in this Plan have the same meanings
as in the Pension Plan.

          1.1  Adjusted Pension Accrued Benefit means a
Participant's Accrued Benefit under the Pension Plan
calculated (i) without regard to the limitations imposed by
Code Section 415 and (ii) using Supplemental Basic
Compensation in lieu of Basic Compensation.

          1.2  Retirement Accrued Benefit has the same
meaning as "Accrued Benefit" under the Pension Plan.

          1.3  Supplemental Basic Compensation means a
Participant's Basic Compensation increased to include
(i) any compensation that would have been included in Basic
Compensation but for the limitations imposed by Section
401(a)(17); and (ii) any compensation deferred by the
Participant pursuant to a nonqualified deferral arrangement
that, but for such arrangement, would have been included in
Basic Compensation.  In the case of compensation described
in (i), it shall be included in the year paid, and in the
case of compensation described in (ii), it shall be included
in the year in which it would have been paid but for such
deferral.

          1.4  Frozen CNF SERP Benefit means the benefit
accrued by the Participant under the CNF SERP as of December
2, 1996 based on service and compensation up to that date.
The amount of the Frozen CNF SERP Benefit shall not change
after December 2, 1996.

                         SECTION II

                        PARTICIPATION

          The persons entitled to benefits under this Plan
are those Participants who are credited with an Hour of
Service on or after December 2, 1996, and either (i) have
elected to defer compensation under the Company's Deferred
Compensation Plan for Executives, or (ii) have Basic
Compensation in excess of the limit imposed by Code Section
401(a)(17) for any Plan Year beginning after 1996.

                         SECTION III

                           VESTING

          A participant's benefit under this Plan shall
become nonforfeitable when the Participant's Accrued Benefit
becomes nonforfeitable.

                         SECTION IV

                     AMOUNT OF BENEFITS

          A Participant's benefit under the Plan shall be
his Adjusted Pension Accrued Benefit reduced by the sum of
his Pension Accrued Benefit and his Frozen CNF SERP Benefit.

                          SECTION V

                     PAYMENT OF BENEFITS

          5.1  Any benefit payable pursuant to this Plan
shall be paid at the same time and in the same manner as
benefits are payable to the Participant under the Pension
Plan.

          5.2  If a Participant dies before benefits
commence under the Pension Plan, the Participant's spouse
shall be entitled to a survivor benefit equal to (i) the
applicable survivor benefit provided by the Pension Plan
calculated for this purpose using the Participant's
Supplemental Basic Compensation in lieu of his Basic
Compensation and without regard to Section 415 of the Code,
reduced by the sum of the applicable survivor benefits paid
to the spouse pursuant to the Pension Plan and the CNF SERP.
Survivor benefits under this Plan shall be paid at the same
time and in the same manner as benefits are paid under the
Pension Plan.

          5.3  If a Participant dies after benefits under
this Plan commence, survivor benefits, if any, shall be paid
in accordance with the form of benefit being paid to the
Participant.

                         SECTION VI

                  AMENDMENT AND TERMINATION

          The Board of Directors of the Company shall have
the authority to amend or terminate this Plan at any time
and from time to time, in whole or in part.  Notwithstanding
the foregoing, no amendment shall adversely affect the
benefits under this Plan of a Participant who would be
entitled to benefits under this Plan (whether or not payment
would be deferred) if he terminated employment or died on
the date of such amendment.

                         SECTION VII

                  MISCELLANEOUS PROVISIONS

          7.1  Plan Administration

          The general administration of this Plan shall be
the responsibility of the Compensation Committee of the
Company's Board of Directors (the "Committee").  The
Committee is authorized to delegate its responsibilities to
an administrator or an administrative committee.  All
actuarial determinations shall be made by the actuary for
the Pension Plan, and the Committee shall be entitled to
rely on the determinations of such actuary as conclusive for
purposes of determining benefit entitlements under this
Plan.

          7.2  No Employment Contract

          The adoption of this Plan is not a contract
between any employer and any employee, nor does it give any
employee any right to continue employment with any employer,
or interfere with the right of any employer to discharge any
employee with or without cause.

          7.3  Non-Alienation of Benefits

          No benefit payable under this Plan may be
assigned, pledged, mortgaged, or hypothecated, or shall be
subject to legal process or attachment for the payment of
claims of any creditor of a Participant or the surviving
spouse of a Participant.

          7.4  No Funding Obligation

          This Plan shall not be construed to require the
Company to fund any of the benefits payable under this Plan
nor to require the establishment of a trust.  The Company,
in its sole discretion, may make such arrangements as it
desires to provide for the payment of any benefits
hereunder, and no person shall have any claim against a
particular fund or asset owned by the Company or in which it
has an interest to secure the payment of the Company's
obligations hereunder.

          7.5  Governing Law

          The provisions of this Plan shall be construed
according to the laws of the State of California.

          7.6  Attorneys' Fees.

          If suit or action is instituted to enforce any
rights under this Plan, the prevailing party may recover
from the other party reasonable attorneys' fees at trial and
on any appeal.


                    CONSOLIDATED FREIGHTWAYS CORPORATION



                         By S. D. RICHARDS
                               Stephen D. Richards

                         Its:  Senior Vice President

                         Dated: February 6, 1997