Exhibit 10.24



                CON-WAY TRANSPORTATION SERVICES, INC.
                       INCENTIVE PLAN FOR 1995


THE PLAN

In order to motivate certain of its employees more effectively and
efficiently, Con-Way Transportation Services, Inc. (CTS) establishes
an Incentive Plan (Plan) under which payments will be made to
eligible supervisory, managerial, and regular full-time nonsalaried
personnel out of calendar year 1995 Incentive Profits.


DESIGNATION OF PARTICIPANTS

Participants in the Plan shall be all full-time supervisory,
managerial and regular nonsalaried personnel of CTS Administration.
A master list of all Plan participants will be maintained in the
office of the President of CTS.


ELIGIBILITY FOR PARTICIPATION

Participants will commence participation at the beginning of the
first full calendar quarter following becoming eligible.  Calendar
quarters begin January 1, April 1, July 1, and October 1 or the
first working day thereafter.  An employee who commences
participation in the 1995 Plan during the 1995 Plan year, and who
participates less than four full quarters, will receive a pro rata
payment based on the number of full calendar quarters of Plan
participation.

Subject to the following exceptions, no person shall receive any
payment under this Plan unless on the date that the payment is
actually made that person is then currently (i) employed by CTS or
any of its subsidiaries and (ii) a Plan participant.

    EXCEPTION 1.  A Plan participant who is employed by CTS or any
    of its subsidiaries through December 31, 1995 but leaves that
    employment or otherwise becomes ineligible after December 31,
    1995 but before the final payment is made relating to 1995,
    unless terminated for cause, shall be entitled to receive
    payments under this Plan resulting from 1995 Incentive Profits.

    EXCEPTION 2.  An appropriate pro rata payment will be made (1)
    to a Plan participant who retires prior to December 31, 1995
    pursuant to the Consolidated Freightways, Inc. Retirement Plan
    or to the provisions of the Social Security Act and who, at the
    time of retirement, was an eligible participant in this Plan,
    (2) to the heirs, legatees, administrators or executors of a
    Plan participant who dies prior to December 31, 1995 and who, at
    the time of death, was an eligible participant in this Plan, (3)
    to an eligible Plan participant who is placed on an approved
    Medical, Sabbatical, or Military Leave of Absence prior to
    December 31, 1995, or (4) to an eligible Plan participant who is
    transferred to another subsidiary of Consolidated Freightways,
    Inc. and who remains an employee through December 31, 1995.


METHOD OF PAYMENT

Each Plan participant will be assigned an incentive participation
factor as a percent of Annual Compensation in accordance with the
enclosed Personal Data Sheet.


Incentive for assigned goals will be earned on a pro rata basis for
accomplishment between the Minimum level and the Incentive Factor
Goal.  Incentive earnings over the Incentive Factor Goal will
continue to earn at the same pro rata relationship that exists
between minimum level and factor goal.

No incentive will be earned by a participant until CTS has achieved
its Minimum Profit Goal.


PERSONAL DATA SHEET

A "Personal Data Sheet" for calculation of incentive earnings will
be prepared for each Plan participant which designates (1) the unit
to which the participant is assigned, (2) his assigned incentive par
ticipation factor, (3) the minimum level of achievement required for
the profit goal, (4) the incentive factor level of achievement for
the profit goal, and (5) the incentive earnings at the incentive
factor level for the profit goal.


DATE OF PAYMENT

The President of CTS may authorize a partial payment of the
estimated annual earned incentive, in December 1995.  The final
payment to eligible participants, less any previous partial payment,
will be made on or before March 15, 1996.

INCENTIVE PROFIT

Incentive profit is defined as the consolidated earnings of all of
the companies comprising CTS, before deducting any amounts expensed
under this or any similar incentive or bonus plan and before
deducting income taxes and excluding interest income and expense.


ANNUAL COMPENSATION

Annual Compensation for incentive purposes for each Plan participant
is his annualized salary or hourly base pay before any incentive,
overtime, or other special compensation as of the first pay period
following the date the participant becomes eligible to participate
in this Plan.


MAXIMUM PAYMENT

Payments under this Plan are limited to double each participant's
Participation Factor.


LAWS GOVERNING PAYMENTS

No payment shall be made under this Plan in an amount which is
prohibited by law.


AMENDMENT, SUSPENSION, AND ADMINISTRATION OF PLAN

The Board of Directors of CTS may at any time amend, suspend, or
terminate the operation of this Plan, by thirty-day written notice
to the Plan participants, and will have full discretion as to the
administration and interpretation of this Plan.  No participant in
this Plan shall at any time have any right to receive any payment
under this Plan until such time, if any, as the payment is
actually made.


DURATION OF PLAN

This Plan is for the calendar year 1995 only.