CONSOLIDATED FREIGHTWAYS, INC.

BY-LAWS

As Amended September 26, 1994

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 not later than the
tenth day following the annual stockholders' meeting at such
time and place as the Board may determine.
No notice of the annual meeting of the Board of Directors
shall be necessary if such meeting is held
immediately after the annual stockholders' meeting and at
the place where such stockholders' meeting is
held. If the annual meeting of the Board of Directors is
held on a different date, or at a different time or
place, notice of the date, time and place of such annual
meeting of the Board of Directors shall be
furnished to each director in accordance with the procedures
of Article III, Section 6(c) of these By-Laws.
The annual meeting of the Board of Directors 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. Except as may otherwise be determined by the
Board of Directors, 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. Unless otherwise
determined by the Board of Directors in accordance with the
preceding sentence, 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
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) President: The President 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 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.

(e) Vice Presidents: The Vice Presidents shall have such
duties and have such other powers as shall be
prescribed by the Chief Executive Officer. Such Vice
President as may be designated by the Board of
Directors or the Chairman of the Board shall preside at all
meetings of the stockholders.

(f) 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.

(g) 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.

(h) 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.

(i) 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 her hand
and affixed the seal of said corporation this
26th day of  September, 1994 .


/s/Marlya 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 September 26, 1994