CONSOLIDATED FREIGHTWAYS, INC.                                  EXHIBIT 3.2
BY-LAWS
As Amended March 29, 1993
ARTICLE I
OFFICES

SECTION 1.  Registered Office.  The registered
office of the Corporation in the State of Delaware shall be in the City
of Wilmington, County of New Castle.
SECTION 2.  Other Offices.  The Corporation shall also
have and maintain a principal office or place of business at such place
as may be fixed by the Board of Directors, and may also have other
offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine or
as the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 1.  Place of Meetings.  Meetings of the
stockholders of the Corporation shall be held at such place, either
within or without the State of Delaware, as may be designated from time
to time by the Board of Directors or, if not so designated, then at the
principal office of the Corporation.
SECTION 2.  Annual Meetings.  The annual meetings of the
stockholders of the Corporation for the purpose of election of
directors and for such other business as may lawfully come before the
meetings shall be held on a date and at a time designated from time to
time by the Board of Directors, or, if not so designated, then at 10:00
a.m. on the last Monday in April in each year, if not a legal holiday,
or, if a legal holiday at the same hour and place on the next
succeeding day not a holiday. At an annual meeting of the stockholders,
only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual
meeting, business must have been (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder. In addition to any other
applicable requirements, for business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary, Consolidated Freightways,
Inc. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the
Corporation not less than 30 days nor more than 60 days prior to the
meeting; provided, however, that in the event that less than 40 days'
notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder, to be timely, must
be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's
notice to the Secretary shall set forth as to each matter that the
stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (b) the name and record address of the stockholder proposing
such business, (c) the class and number of shares of the Corporation
that are beneficially owned by the stockholder, and (d) any material
interest of the stockholder in such business.
Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.
The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 2, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting
shall not be transacted.
SECTION 3.  Special Meetings.  Special meetings of
the stockholders of the Corporation may be called, for any purpose or
purposes, by the Chief Executive Officer or the Board of Directors at
any time. Upon written request of any stockholder or stockholders
holding in the aggregate a majority of the voting power of all
stockholders, the Secretary shall call a special meeting of
stockholders to be held at a place in San Francisco, California
specified in the request for call, at such time as the Secretary may
fix, such meeting to be held not less than ten nor more than 60 days
after the receipt of the request, and if the Secretary shall neglect or
refuse to call the meeting, the stockholder or stockholders making the
request may do so.
SECTION 4.  Notice of Meetings.  Except as otherwise
provided by law or the Certificate of Incorporation, written notice of
each meeting of stockholders shall be given not less than ten nor more
than 50 days before the date of the meeting to each stockholder
entitled to vote thereat, directed to his address as it appears upon
the books of the Corporation; said notice to specify the place, date
and hour and purpose or purposes of the meeting. When a meeting is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken unless the adjournment is for
more than thirty days, or unless after the adjournment a new record
date is fixed for the adjourned meeting, in which event a notice of the
adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. Notice of the time, place and purpose of any
meeting of stockholders may be waived in writing, either before or
after such meeting, and will be waived by any stockholder by his
attendance thereat in person or by proxy. Any stockholder so waiving
notice of such meeting shall be bound by the proceedings of any such
meeting in all respects as if due notice thereof had been given.
SECTION 5.  Quorum.  At all meetings of stockholders,
except where otherwise provided by statute or by the Certificate of
Incorporation, or by the By-Laws, the presence, in person or by proxy
duly authorized, of the holders of a majority of the outstanding shares
of stock entitled to vote shall constitute a quorum for the transaction
of business. Shares, the voting of which at said meeting has been
enjoined, or which for any reason cannot be lawfully voted at such
meeting shall not be counted to determine a quorum at said meeting. In
the absence of a quorum any meeting of stockholders may be adjourned,
from time to time, by vote of the holders of a majority of the shares
represented thereat, but no other business shall be transacted at such
meeting. At such adjourned meeting at which a quorum is present or
represented any business may be transacted which might have been
transacted at the original meeting. The stockholders present at a duly
called or convened meeting, at which a quorum is present, may continue
to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum. Except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, all
action taken by the holders of a majority of the voting power
represented at any meeting at which a quorum is present shall be valid
and binding upon the Corporation.
SECTION 6.  Voting Rights.  Except as otherwise provided
by law, only persons in whose names shares entitled to vote stand on
the stock records of the Corporation on the record date for determining
the stockholders entitled to vote at said meeting shall be entitled to
vote at such meeting. Shares standing in the names of two or more
persons shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one of such
persons is present in person or represented by proxy, such person shall
have the right to vote such shares and such shares shall be deemed to
be represented for the purpose of determining a quorum. Every person
entitled to vote or execute consents shall have the right to do so
either in person or by an agent or agents authorized by a written proxy
executed by such person or his duly authorized agent, which proxy shall
be filed with the Secretary of the Corporation at or before the meeting
at which it is to be used. Said proxy so appointed need not be a
stockholder. No proxy shall be voted on after three years from its date
unless the proxy provides for a longer period.
SECTION 7.  List of Stockholders.  The officer who
has charge of the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting,
arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held and which place shall be specified
in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at
the time and place of meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
SECTION 8.  Action Without Meeting.  Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken
in connection with any corporate action by any provisions of the
statutes or of the Certificate of Incorporation, the meeting and vote
of stockholders may be dispensed with: (1) if all of the stockholders
who would have been entitled to vote upon the action if such meeting
were held shall consent in writing to such corporate action being
taken; or (2) if the Certificate of Incorporation authorizes the action
to be taken with the written consent of the holders of less than all of
the stock who would have been entitled to vote upon the action if a
meeting were held, then on the written consent of the stockholders
having not less than such percentage of the number of votes as may be
authorized in the Certificate of Incorporation; provided that in no
case shall the written consent be by the holders of stock having less
than the minimum percentage of the vote required by statute for the
proposed corporate action, and provided that prompt notice must be
given to all stockholders of the taking of corporate action without a
meeting and by less than unanimous written consent.
SECTION 9.  Rules of Conduct.  The Board of Directors of
the Company shall be entitled to make such rules or regulations for the
conduct of meetings of stockholders as it shall deem necessary,
appropriate or convenient. Subject to such rules and regulations of the
Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the
meeting, including, without limitation, establishing an agenda or order
of business for the meeting, rules and procedures for maintaining order
at the meeting and the safety of those present, limitations on
participation in such meeting to stockholders of record of the
Corporation and their duly authorized and constituted proxies, and such
other persons as the chairman shall permit, restrictions on entry to
the meeting after the time fixed for the commencement thereof,
limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to
the extent, determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in
accordance with rules of parliamentary procedure.
ARTICLE III
DIRECTORS

SECTION 1.  Powers.  The powers of the Corporation
shall be exercised, its business conducted and its property controlled
by the Board of Directors.
SECTION 2.  Number, Qualifications and Classification.
 (a) A majority of the directors holding office may by
resolution increase or decrease the number of directors, provided,
however, that the number thereof shall never be less than twelve nor
greater than fifteen. A director need not be a stockholder. The
directors shall be divided into three classes, designated Class I,
Class II and Class III, as nearly equal in number as the then total
number of directors permits. At the 1985 annual meeting of
stockholders, Class I directors shall be elected for a one-year term,
Class II directors for a two-year term and Class III directors for a
three-year term. At each succeeding annual meeting of stockholders
beginning in 1986, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term.
If the number of directors is changed, any increase or decrease shall
be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional
directors of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and
shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Any vacancy on the
Board of Directors, including any vacancy that results from an increase
in the number of directors, may be filled by a majority of the Board of
Directors then in office, although less than a quorum, or by a sole
remaining director. Any director elected to fill a vacancy shall have
the same remaining term as that of his predecessor.
(b) Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by the Corporation
shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of
such directorships shall be governed by the terms of the Certificate of
Incorporation applicable thereto, and such directors so elected shall
not be divided into classes pursuant to these By-Laws unless expressly
provided by such terms.
(c) Any amendment, change or repeal of this Section 2 of Article III,
or any other amendment to these By-Laws that will have the effect of
permitting circumvention of or modifying this Section 2 of Article III,
shall require the favorable vote, at a stockholders' meeting, of the
holders of at least 80% of the then-outstanding shares of stock of the
Corporation entitled to vote.
SECTION 3.  Special Elections.  If, for any cause, the
Board of Directors shall not have been elected at an annual meeting, it
may be elected as soon thereafter as is convenient at a special meeting
of the stockholders called for that purpose in the manner provided in
these By-Laws.
SECTION 4.  Vacancies.  A vacancy in the Board of
Directors shall be deemed to exist in the case of the death,
resignation or removal of any director, or if the number of directors
constituting the whole Board be increased, or if the stockholders, at
any meeting of stockholders at which directors are to be elected, fail
to elect the number of directors then constituting the whole Board.
SECTION 5.  Resignations.  Any director may resign at any
time by delivering his written resignation to the Secretary, such
resignation to specify whether it will be effective at a particular
time, upon receipt by the Secretary or at the pleasure of the Board of
Directors. If no such specification is made, it shall be deemed
effective at the pleasure of the Board of Directors.
SECTION 6.  Meetings.  (a) The annual meeting of the
Board of Directors shall be held immediately after the annual
stockholders' meeting and at the place where such meeting is held. No
notice of an annual meeting of the Board of Directors shall be
necessary and such meeting shall be held for the purpose of electing
officers and transacting such other business as may lawfully come
before it.
(b) Regular meetings of the Board of Directors shall be held at such
place within or without the State of Delaware, and at such times as the
Board may from time to time determine, and if so determined no notice
thereof need be given.
(c) Special meetings may be called at any time and place within or
without the State of Delaware upon the call of the Chief Executive
Officer or Secretary or any two directors. Notice of the time, place
and purposes of each special meeting shall be sent by mail at least
seventy-two hours in advance of the time of the meeting, or by telegram
at least forty-eight hours in advance of the time of the meeting, to
the address of each director. Notice of any special meeting may be
waived in writing at any time before or after the meeting and will be
waived by any director by attendance thereat.
SECTION 7.  Quorum and Voting.  (a) A majority of the
whole Board of Directors shall constitute a quorum for all purposes,
provided, however, at any meeting whether a quorum be present or
otherwise, a majority of the directors present may adjourn from time to
time and place to place, within or without the State of Delaware,
without notice other than by announcement at the meeting.
(b) At each meeting of the Board at which a quorum is present all
questions and business shall be determined by a vote of a majority of
the directors present, unless a different vote be required by law or by
the Certificate of Incorporation.
SECTION 8.  Action Without Meeting.  Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting,
if all members of the Board or of such committee, as the case may be,
consent thereto in writing, and such writing or writings are filed with
the minutes of proceedings of the Board or committee.
SECTION 9.  Fees and Compensation.  Directors shall not
receive any stated salary for their services as directors, but, by
resolution of the Board, compensation in a reasonable amount may be
fixed by the Board, including, without limitation, compensation in the
form of an annual retainer, a fee for each Board or Board Committee
meeting attended, reimbursement for expenses of attendance at any such
meeting, or any combination of any of the foregoing. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation therefor.
SECTION 10.  Maximum Age of Directors.  Directors who
have attained the age of 72 years shall be ineligible to stand for
election or re-election as a director. A director who has attained the
age of 72 years whose term as a director continues beyond the annual
meeting of shareholders next following attainment of 72 years shall
retire and resign as a director at the first directors' meeting
following such annual meeting of shareholders. For this purpose such
resignation will be automatic and need not meet the requirements for
resignation set forth in SECTION 5 OF THIS ARTICLE III.
SECTION 11.  Nominations of Persons for Election to the Board of
Directors.  Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the
direction of the Board of Directors, by any nominating committee or
person appointed by the Board of Directors or by any stockholder of the
Corporation who is entitled to vote for the election of directors at
the meeting and who complies with the notice procedures set forth in
this Section 11. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary, Consolidated Freightways, Inc. To
be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less
than 30 days nor more than 60 days prior to the meeting; provided,
however, that in the event that less than 40 days' notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder, to be timely, must be so
received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director, (i) the name, age, business
address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of
shares of the Corporation that are beneficially owned by the person and
(iv) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors
pursuant to Regulation 14a under the Securities Exchange Act of 1934;
and (b) as to the stockholder giving the notice, (i) the name and
record address of the stockholder and (ii) the class and number of
shares of the Corporation that are beneficially owned by the
stockholder. A signed written consent of each proposed nominee to serve
as a director of the Corporation shall be appended to the stockholder's
notice. The Corporation may require any proposed nominee to furnish any
other information that may reasonably be required by the Corporation to
determine the qualifications of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for election
as a director of the Corporation unless nominated in accordance with
the procedures set forth herein. These provisions shall not apply to
nomination of any persons entitled to be separately elected by holders
of Preferred Stock.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance
with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be
disregarded.
ARTICLE IV
OFFICERS AND COMMITTEES
SECTION 1.  Officers Designated.  The executive
officers of the Corporation shall be chosen by the Board of Directors
and shall be the Chairman of the Board, the Vice Chairman of the Board,
the President, one or more Vice Presidents, the Secretary, one or more
Assistant Secretaries, the Treasurer, one or more Assistant Treasurers,
and such other executive officers as the Board of Directors from time
to time may designate. The Board of Directors shall designate either
the Chairman of the Board or the President as the Chief Executive
Officer of the Corporation. The officer so designated shall have charge
of the actual conduct and operation of the business of the Corporation,
subject to the control and direction of the Board of Directors. The
Chief Executive Officer shall, with the consent of the Board of
Directors, assign such additional titles to Vice Presidents as he shall
deem appropriate and designate the succession of officers to act in his
stead in his absence or disability. He may appoint additional Vice
Presidents who shall not, however, be executive officers. He shall
assign all duties not otherwise specified by these By-Laws to all
officers and employees of the Corporation.
SECTION 2.  Election, Qualification, Tenure of Office, and
Duties of Executive Officers and Other Officers.  (a) At the
annual meeting of the Board of Directors following their election by
the stockholders, the directors shall elect all executive officers of
the Corporation. Any one person may hold any number of offices of the
Corporation at any one time unless specifically prohibited therefrom by
law. The Chairman of the Board shall be a director but no other officer
need be a director.
(b) Each executive officer shall hold office from the date of his
election either until the date of his voluntary resignation, or death,
or until the next annual meeting of the Board of Directors and until a
successor shall have been duly elected and qualified, whichever shall
first occur; provided that any such officer may be removed by the Board
of Directors whenever in its judgment the best interest of the
Corporation will be served thereby, and the Board may elect another in
the place and stead of the person so removed.
(c) Chairman of the Board: The Chairman of the Board shall
preside at all meetings of the stockholders, of the Board of Directors,
and of the Executive Committee. He shall have the responsibility of
keeping the directors informed on all policy matters, and shall have
such other powers and perform such other duties as may be prescribed by
the Board.
(d) Vice Chairman of the Board: The Vice Chairman of the
Board shall, in the absence of the Chairman of the Board, preside at
all meetings of the stockholders, the Board of Directors and the
Executive Committee. He shall perform such other duties as may be
prescribed by the Chairman of the Board.
(e) President: The President shall, in the absence of the
Chairman of the Board and the Vice Chairman of the Board, preside at
all meetings of the stockholders, the Board of Directors and the
Executive Committee. He shall exercise all of the powers and discharge
all of the other duties of the Chairman of the Board in the absence of
the Chairman of the Board. He shall perform such other duties as may be
prescribed by the Chairman of the Board.
(f) Vice Presidents: The Vice Presidents shall have such
duties and have such other powers as shall be prescribed by the Chief
Executive Officer.
(g) Secretary: The Secretary shall record all the
proceedings of the meetings of the Corporation and of the directors in
a book or books kept for that purpose. He shall attend to the giving
and serving of all notices on behalf of the Corporation. He shall have
the custody of the corporate seal and affix the same to such
instruments as may be required. He shall have such other powers and
perform such other duties as may be prescribed by the Chief Executive
Officer.
(h) Assistant Secretaries: Assistant Secretaries shall
assist the Secretary in the performance of his duties and any one of
the Assistant Secretaries may perform all of the duties of the
Secretary if at any time he shall be unable to act. Assistant
Secretaries shall have such other powers and perform such other duties
as may be prescribed by the Chief Executive Officer.
(i) Treasurer: The Treasurer shall have charge of the
custody, control and disposition of all funds of the Corporation and
shall account for same. He shall have such other powers and perform
such other duties as may be prescribed by the Chief Executive Officer.
(j) Assistant Treasurers: Assistant Treasurers shall assist
the Treasurer in the performance of his duties and any one of the
Assistant Treasurers may perform all of the duties of the Treasurer if
at any time he shall be unable to act. Assistant Treasurers shall have
such other powers and perform such other duties as may be prescribed by
the Chief Executive Officer.
SECTION 3.  Committees.  (a) Executive Committee.
The Board of Directors shall, by resolution passed by a majority
of the whole Board, appoint an Executive Committee of not less than
three members, all of whom shall be directors. The Executive Committee,
to the extent permitted by law, shall have and may exercise when the
Board of Directors is not in session all powers of the Board in the
management of the business and affairs of the Corporation and may
authorize the seal of the Corporation to be affixed to all papers which
may require it. It shall be the duty of the Secretary of the
Corporation to record the minutes of all actions of the Executive
Committee.
(b) Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, from time to time
appoint such other committees as may be permitted by law. The Chief
Executive Officer may appoint such other committees as he finds
necessary to the conduct of the Corporation's business. Such other
committees appointed by the Board of Directors or the Chief Executive
Officer shall have such powers and perform such duties as may be
prescribed by the body or person appointing such committee.
(c) The members of all committees of the Board of Directors shall serve
a term co-existent with that of the Board of Directors which shall have
appointed such committee. The Board, subject to the provisions of
sub-section (a) or (b) of this Section 3 may at any time increase or
decrease the number of members of a committee or terminate the
existence of a committee; provided, that no committee shall consist of
less than three members. The membership of a committee member shall
terminate on the date of his death or voluntary resignation, but the
Board may at any time for any reason remove any individual committee
member and the Board may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the
committee. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
ARTICLE V
CAPITAL STOCK
SECTION 1.  Form and Execution of Certificates.
 Certificates for the shares of stock of the Corporation shall
be in such form as are consistent with the Certificate of Incorporation
and applicable law. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman of the Board, President or any Vice
President and by the Treasurer or Assistant Treasurer or the Secretary
or Assistant Secretary, certifying the number of shares owned by him in
the Corporation. Where such certificate is countersigned by a transfer
agent other than the Corporation or its employee, or by a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
SECTION 2.  Lost Certificates.  The Board of Directors
may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation
alleged to have been lost or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost
or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost
or destroyed.
SECTION 3.  Transfers.  Transfers of record of shares of
the capital stock of the Corporation shall be made upon its books by
the holders thereof, in person or by attorney duly authorized, and upon
the surrender of a certificate or certificates for a like number of
shares, properly endorsed or accompanied by a properly endorsed stock
power.
SECTION 4.  Fixing Record Dates.  In order that the
Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the
meeting is held; and (2) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
SECTION 5.  Registered Stockholders.  The Corporation
shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VI
OTHER SECURITIES OF THE CORPORATION
All bonds, debentures and other corporate securities of the
Corporation, other than stock certificates, may be signed by the
Chairman of the Board, the President or any Vice President, or such
other person as may be authorized by the Board of Directors, and the
corporate seal impressed thereon or a facsimile of such seal imprinted
thereon and attested by the signature of the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, or such other
person as may be authorized by the Board of Directors; provided,
however, that where any such bond, debenture or other corporate
security shall be authenticated by the manual signature of a trustee
under an indenture pursuant to which such bond, debenture or other
corporate securities shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond, debenture or
other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such
bond, debenture or other corporate security, authenticated by a trustee
as aforesaid, shall be signed by the Treasurer or an Assistant
Treasurer of the Corporation, or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile
signature of such person. In case any person who shall have signed or
attested any bond, debenture or other corporate security, or whose
facsimile signature shall appear thereon or on any such interest
coupon, shall have ceased to be an officer before the bond,
debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture
or other corporate security nevertheless may be adopted by the
Corporation and issued and delivered as though the person who signed
the same or whose facsimile signature shall have been used thereon had
not ceased to be such officer of the Corporation.
ARTICLE VII
SECURITIES OWNED BY THE CORPORATION
Power to Vote.  Unless otherwise ordered by the
Board of Directors, the Chief Executive Officer, or any officer
designated in writing by the Chief Executive Officer, shall have full
power and authority in the name and on behalf of the Corporation, to
vote and to act either in person or by proxy at any meeting of the
holders of stock or securities in any corporation upon and in respect
of any securities therein which the Corporation may hold, and shall
possess and may exercise in the name of the Corporation any and all
rights and powers incident to the ownership of such stock or securities
which, as the owner thereof, the Corporation shall possess and might
exercise including the right to give written consents in respect to
action taken or to be taken. The Board of Directors may from time to
time confer like powers upon any other person or persons.
ARTICLE VIII
CORPORATE SEAL
The corporate seal shall consist of a die bearing the
inscription, ``Consolidated Freightways, Inc.-
Corporate Seal-Delaware.''
ARTICLE IX
AMENDMENTS
These By-Laws may be repealed, altered or amended or new By-Laws
adopted by written consent of stockholders in the manner authorized by
Section 8 of Article II or at any meeting of the stockholders, either
annual or special, by the affirmative vote of a majority of the stock
entitled to vote at such meeting. The Board of Directors shall also
have the authority to repeal, alter or amend these By-Laws or adopt new
By-Laws by unanimous written consent or by the affirmative vote of a
majority of the whole Board at any annual, regular, or special meeting
subject to the power of the stockholders to change or repeal such
By-Laws.
ARTICLE X
MISCELLANEOUS
SECTION 1.  Definitions.  As used in these By-Laws
and wherever the context shall require, the word ``person'' shall
include associations, partnerships and corporations as well as
individuals; words in the masculine gender shall include the feminine
and associations, partnerships and corporations; words in the singular
shall include the plural and words in the plural may mean only the
singular, and words ``additional compensation'' shall mean and
include all bonus, profit sharing, retirement, deferred compensation,
and all other additional compensation plans or arrangements affecting
persons individually or as a group.
SECTION 2.  Notices.  Whenever, under any provisions of
these By-Laws, notice is required to be given to any stockholder, the
same shall be given in writing, timely and duly deposited in the United
States Mail, postage prepaid, and addressed to his last known post
office address as shown by the stock record of the Corporation or its
transfer agent. Any notice required to be given to any director may be
given by the method hereinabove stated, by personal delivery, or by
telegram, except that such notice, other than one which is delivered
personally, shall be sent to such address as such director shall have
filed in writing with the Secretary of the Corporation, or, in the
absence of such filing, to the last known post office address of such
director. If no address of a stockholder or director be known, such
notice may be sent to the principal office of the Corporation. An
affidavit of mailing, executed by a duly authorized and competent
employee of the Corporation or its transfer agent appointed with
respect to the class of stock affected, specifying the name and address
or the names and addresses of the stockholder or stockholders, director
or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of
the statements therein contained. All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing
and all notices given by telegram shall be deemed to have been given as
at the sending time recorded by the telegraph company transmitting the
same. It shall not be necessary that the same method of giving be
employed in respect of all directors, but one permissible method may be
employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.
The period or limitation of time within which any stockholder may
exercise any option or right, or enjoy any privilege or benefit, or be
required to act, or within which any directors may exercise any power
or right, or enjoy any privilege, pursuant to any notice sent him in
the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director to receive
such notice. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation, or
of these By-Laws, a waiver thereof in writing signed by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Whenever notice is
required to be given, under any provision of law or of the Certificate
of Incorporation or By-Laws of the Corporation, to any person with whom
communication is unlawful, the giving of such notice to such person
shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such
notice to such person. Any action or meeting which shall be taken or
held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had
been duly given. In the event that the action taken by the Corporation
is such as to require the filing of a certificate under any provision
of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to
all persons entitled to receive notice except such persons with whom
communication is unlawful.
SECTION 3.  Indemnification of Officers, Directors, Employees
and Agents. (a) Right to Indemnification. Each
person who was or is made a party or is threatened to be made a party
to or is involved in any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a ``Proceeding''), by reason of the fact
that he, or a person of whom he is the legal representative, is or was
a director, officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation or of a partnership, joint
venture, trust, or other enterprise, including service with respect to
employee benefit plans, whether the basis of the Proceeding is alleged
action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director, officer,
employee, or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification
rights than were permitted prior to amendment) against all expenses,
liability, and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in
connection therewith; provided, however, that except as to
actions to enforce indemnification rights pursuant to paragraph (c) of
this Section, the Corporation shall indemnify any such person seeking
indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if the Proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article shall be a contract right for
the benefit of the Corporation's directors, officers, employees, and
agents.
(b) Authority to Advance Expenses. Expenses incurred
(including attorneys' fees) by an officer or director (acting in his
capacity as such) in defending a Proceeding shall be paid by the
Corporation in advance of the final disposition of such Proceeding,
provided, however, that if required by the Delaware General Corporation
Law, as amended, such expenses shall be advanced only upon delivery to
the Corporation of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation as authorized
in this Article or otherwise. Such expenses incurred by other employees
or agents of the Corporation (or by the directors or officers not
acting in their capacity as such, including service with respect to
employee benefit plans) may be advanced upon such terms and conditions
as the Board of Directors deems appropriate.
(c) Right of Claimant to Bring Suit. If a claim under
paragraph (a) or (b) of this Section is not paid in full by the
Corporation within sixty days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be entitled to be
paid also the expense (including attorneys' fees) of prosecuting such
claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its final disposition where the required
undertaking has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible under the
Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed. The burden of proving such a defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper under the
circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that claimant has not met the applicable
standard of conduct.
(d) Provisions Nonexclusive. The rights conferred on any
person by this Section shall not be exclusive of any other rights that
such person may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office.
(e) Authority to Insure. The Corporation may purchase and
maintain insurance to protect itself and any person who is or was a
director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against any liability, expense, or loss
asserted against or incurred by such person, whether or not the
Corporation would have the power to indemnify him against such
liability, expense, or loss under applicable law or the provisions of
this Article.
(f) Survival of Rights. The rights provided by this Section
shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(g) Effect of Amendment. Any amendment, repeal, or
modification of this Section shall not (a) adversely affect any right
or protection of any director, officer, employee, or agent existing at
the time of such amendment, repeal, or modification, or (b) apply to
the indemnification of any such person for liability, expense, or loss
stemming from actions or omissions occurring prior to such amendment,
repeal, or modification.
CERTIFICATE

The undersigned,  Secretary of CONSOLIDATED
FREIGHTWAYS, INC., does hereby certify that the foregoing is a
true and correct copy of the By-Laws of CONSOLIDATED FREIGHTWAYS, INC.,
as amended to date hereof.
In witness whereof the undersigned has hereunto set his hand and
affixed the seal of said corporation
this 29th day of March  1993.



/s/Maryla R. Boonstoppel

Vice President and
Secretary of Consolidated Freightways, Inc.

CONSOLIDATED FREIGHTWAYS, INC.

INCORPORATED IN DELAWARE AUGUST 13, 1958
UNDER THE CORPORATE NAME OF
CONSOLIDATED FREIGHTWAYS COMPANY
BY-LAWS
As Amended March 29, 1993
CFI-0014  (5/93)  Litho in
U.S.A.