Exhibit 3.2

CONSOLIDATED FREIGHTWAYS, INC.
BY-LAWS
As Amended December 4, 1995

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 date, time,
place and purposes of each special meeting, and notice of the date,
time and place of each annual and regular meeting for which notice is
required to be given, 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, or by
facsimile at least twenty-four hours in advance of the time of the
meeting, to the address or facsimile number (as applicable) 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) Term; Number of Committee Members. The members of all committees of
the Board of Directors shall serve a term co-existent with that
member s remaining term as a member of the Board of Directors, or until
such time as the Board of Directors shall replace that member on such
committee or ask that member to accept another committee assignment in
its stead. The Board, subject to the provisions of subsection (a) and
(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, while it exists, 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, to replace any absent or
disqualified member at any meeting of the committee. If the qualified
members of a committee, in attendance at a committee meeting, believe
that the absence or disqualification of one or more members of that
committee seriously impairs the function of that committee, such
remaining qualified members, whether or not constituting a quorum, may
by unanimous action appoint another member of the Board of Directors to
act as a committee member at that meeting.
(d) Notice of Committee Meetings. Notice of the date, time and place of
each committee meeting shall be sent to each committee member 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, or by facsimile at least twenty-four hours in advance of the
time of the meeting, to the address or facsimile number (as applicable)
of each committee 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 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 4th day of
December, 1995.

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 December 4, 1995