EXHIBIT 10.22

       CNF TRANSPORTATION INC. EQUITY INCENTIVE
          PLAN FOR NON-EMPLOYEE DIRECTORS
            (AS AMENDED JUNE 30, 1997)






SECTION 1

INTRODUCTION

     1.1  Establishment.  CNF Transportation Inc., a
Delaware corporation (the "Company"), hereby establishes the
Amended and Restated CNF Transportation Inc. Equity
Incentive Plan for Non-Employee Directors (the "Plan") for
those directors ("Directors") of the Company who are neither
officers nor employees of the Company, subject to approval
by the holders of at least a majority of the outstanding
shares of voting stock of the Company, voting in person or
by proxy at the 1995 Annual Meeting of Stockholders
("Amendment Approval Date").  Any award granted hereunder in
accordance with the amendments to the Plan hereunder is
conditioned on such approval.  If the Plan is not so
approved by the stockholders, such awards shall be null and
void.

     1.2  Purposes.  The purposes of the Plan are to
encourage the Directors to own shares of the Company's stock
and thereby to align their interests more closely with the
interests of the other stockholders of the Company, to
encourage the highest level of Director performance by
providing the Directors with a direct interest in the
Company's attainment of its financial goals, and to provide
a financial incentive that will help attract and retain the
most qualified Directors.


SECTION 2

DEFINITIONS

     2.1  Definitions.  The following terms shall have the
meanings set forth below:

          (a)  "Annual Cash Retainer" means the then
applicable annual cash retainer payable to a Director for
service as a Director.

          (b)  "Board" means the Board of Directors of the
Company.


          (c)  "Committee" means a committee consisting of
members of the Board who are empowered hereunder to take
actions in the administration of the Plan.  The Committee
shall be so constituted at all times as to permit the Plan
to comply with Rule 16b-3 ("Rule 16b-3") promulgated under
the Securities Exchange Act of 1934 (the "1934 Act").
Members of the Committee shall be appointed from time to
time by the Board, shall serve at the pleasure of the Board
and may resign at any time upon written notice to the Board.

          (d)  "Director" means a member of the Board who is
neither an officer nor an employee of the Company.  For
purposes of the Plan, an employee is an individual whose
wages are subject to the withholding of federal income tax
under Section 3401 of the Internal Revenue Code, and an
officer is an individual elected or appointed by the Board
or chosen in such other manner as may be prescribed in the
bylaws of the Company to serve as such.

          (e)  "Fair Market Value" means the closing price
of the Stock as reported on The New York Stock Exchange
("NYSE") Composite Tape on a particular date.  If there are
no Stock transactions on such date, the Fair Market Value
shall be determined as of the immediately preceding date on
which there were Stock transactions on the NYSE.  If the
Stock is not listed on the NYSE at the time of an award, the
Fair Market Value of the Stock on the particular date shall
be as determined by the Committee using a reference
comparable to the NYSE, such as the National Market System
of the National Association of Securities Dealers Automated
Quotation System or such other exchange or automated
quotation system on which the Stock is then traded.

          (f)  "Internal Revenue Code" means the Internal
Revenue Code of 1986, as it may be amended from time to
time.

          (g)  "Option" means an option to purchase Stock
granted to a Director pursuant to Section 7 hereof that is
subject to certain restrictions imposed in accordance with
the provisions of the Plan.

          (h)  "Option Amount" means a number of shares of
Stock resulting from multiplying 1,000 by a fraction, the
numerator of which is the Annual Cash Retainer and the
denominator of which is $20,000.

          (i)  "Restricted Stock Award" means an award of
Stock granted to a Director pursuant to Section 6 hereof
that is subject to certain restrictions imposed in
accordance with the provisions of the Plan.

          (j)  "Restricted Stock Value" as of any grant date
shall be a dollar amount equal to $12,500 on or prior to the
Amendment Approval Date and 62.5% of the Annual Cash
Retainer thereafter.
          (k)  "Stock" means the Common Stock, $0.625 par
value, of the Company.

     2.2  Gender and Number.  Except when otherwise
indicated by the context, the masculine gender shall also
include the feminine gender, and the definition of any term
herein in the singular shall also include the plural.

SECTION 3

PLAN ADMINISTRATION

     The Plan is intended to be self-executing pursuant to
the terms hereof.  However, any questions concerning
interpretation or implementation of the Plan shall be
decided by the Committee.  Subject to the ability of the
Board to amend the Plan pursuant to Section 10 hereof, the
Committee shall have no authority, discretion or power to
select the Directors who will receive Restricted Stock
Awards or Options, determine the Restricted Stock Awards or
Options to be granted pursuant to the Plan, the number of
shares of Stock to be issued thereunder or the time at which
such Restricted Stock Awards or Options are to be granted,
establish the duration and nature of Restricted Stock Awards
or Options or alter any other terms or conditions specified
in the Plan, except in the sense of administering the Plan
subject to the provisions of the Plan.

     Subject to the foregoing limitations, the Committee, by
majority action thereof, is authorized to interpret the
Plan, prescribe, amend and rescind rules and regulations
relating to the Plan, provide for conditions and assurances
deemed necessary or advisable to protect the interests of
the Company and make all other determinations necessary or
advisable for the administration of the Plan, but only to
the extent not contrary to the express provisions of the
Plan.  No member of the Committee shall be liable for any
action or determination made in good faith.  The
determinations, interpretations and other actions of the
Committee pursuant to the provisions of the Plan shall be
binding and conclusive for all purposes and on all persons.

SECTION 4

STOCK SUBJECT TO THE PLAN

     4.1  Number of Shares Available Under the Plan.  Three
Hundred Thousand (300,000) shares of Stock are authorized
for issuance under the Plan in accordance with the
provisions of the Plan and subject to such restrictions or
other provisions as the Committee may from time to time deem
necessary.  This authorization may be increased from time to
time by approval of the Board and by the stockholders of the
Company if, in the opinion of counsel for the Company, such
stockholder approval is required.  Shares of Stock which are
issued as Restricted Stock Awards or which are issued upon
exercise of an Option shall be applied to reduce the maximum
number of shares of Stock remaining available for use under
the Plan.  The Company shall at all times during the term of
the Plan retain as authorized and unissued Stock at least
the number of shares from time to time required under the
provisions of the Plan, or otherwise assure itself of its
ability to perform its obligations hereunder.

     4.2  Effect of Forfeitures and Terminations on Shares
Available.  Any shares of Stock that are subject to a
Restricted Stock Award and which are forfeited shall not be
available for reissuance under the Plan.  In the event that
any Option grant hereunder lapses or otherwise terminates
prior to being fully exercised, any shares of Stock
allocable to the unexercised portion of such grant shall
again be available for future Restricted Stock Awards or
grants of Options under the Plan.

     4.3  Adjustment Provisions.

          (a)  If:

               (i)  any recapitalization, reclassification,
spin-off, split-up or consolidation of Stock is effected;

               (ii)  the outstanding shares of Stock are
exchanged, in connection with a merger or consolidation of
the Company or a sale by the Company of all or a part of its
assets, for a different number or class of shares of stock
or other securities of the Company or for shares of the
stock or other securities of any other corporation;

               (iii)  new, different or additional shares or
other securities of the Company or of another company are
received by the holders of Stock; or

               (iv)  any distribution is made to the holders
of Stock other than a cash dividend;

    Then the appropriate adjustments will be made to:

               (i)  the number and class of shares or other
securities that may be issued or transferred pursuant to
outstanding Options or Restricted Stock Awards;

               (ii)  the number and class of shares or other
securities available for issuance under the Plan; and

               (iii)  the purchase price to be paid per
share under outstanding Options.

          (b)  Upon the dissolution or liquidation of the
Company, the Plan shall terminate, and, except as otherwise
provided herein, all Options previously granted shall
terminate on the date of such dissolution or liquidation of
the Company; provided that a Director shall have the right
to exercise any Option held by him immediately prior to such
dissolution or liquidation to the full extent not
theretofore exercised.

          (c)  Adjustments under subparagraph (a) of this
Section 4.3 shall be made according to the sole discretion
of the Committee, and its decision shall be binding and
conclusive, subject to any legally required approval of the
Board of Directors or of any other entity.

          (d)  Except as provided in subparagraphs (a) and
(b) of this Section 4.3, the issuance by the Company of
shares of capital stock of any class, or securities
convertible into shares of capital stock of any class shall
not affect Options or Restricted Stock Awards hereunder.

     4.4  Dividend Payable in Stock of Another Corporation,
Etc.  If the Company shall at any time pay or make any
dividend or other distribution upon the Stock payable in
securities or other property (except money), a proportionate
part of such securities or other property shall be set aside
and delivered to any Director then holding a Restricted
Stock Award upon lapse of all restrictions applicable to
such Restricted Stock Award.  Prior to the time that any
such securities or other property are delivered to a
Director in accordance with the foregoing, the Director
shall, subject to the same forfeiture provisions applicable
to the Restricted Stock Award to which such securities or
other property relates, be the owner of such securities or
other property and shall have the right to vote the
securities, receive any dividends payable on such securities
and in all other respects shall be treated as the owner.  If
securities or other property which have been set aside by
the Company in accordance with this Section are not
delivered to a Director because restrictions applicable to
such Restricted Stock Award do not lapse and such Stock is
forfeited, then such securities or other property shall be
forfeited to the Company and shall be dealt with by the
Company as it shall determine in its sole discretion.

     4.5  Rights to Subscribe.  If the Company shall at any
time grant to the holders of its Stock rights to subscribe
pro rata for additional shares thereof or for any other
securities of the Company or of any other corporation, there
shall be reserved with respect to the shares then
outstanding pursuant to any Restricted Stock Award the Stock
or other securities which the Director would have been
entitled to subscribe for if immediately prior to such grant
the restrictions applicable to such Restricted Stock Award
had lapsed.  Upon the lapse of all restrictions applicable
to Stock held pursuant to a Restricted Stock Award the
Director shall be provided the opportunity to subscribe for
the additional shares or other securities issuable with
respect to such shares of Stock.

     4.6  General Adjustment Rules.  No adjustment or
substitution provided for in this Section 4 shall require
the Company to issue a fractional share of Stock, and the
total substitution or adjustment with respect to each
Restricted Stock Award shall be limited by deleting any
fractional share.  In the case of any such substitution or
adjustment appropriate adjustments shall be made to
Restricted Stock Awards to reflect any such substitution or
adjustment.

     4.7  Determinations by the Committee, Etc.  Adjustments
under this Section 4 shall be made by the Committee, whose
determinations with regard thereto shall be final and
binding upon all parties thereto.


SECTION 5

PARTICIPATION

     Each Director shall receive Options and Restricted
Stock Awards on the terms and conditions set forth under the
Plan.  Each Director shall, if required by the Committee,
enter into an agreement with the Company, in such form as
the Committee shall determine and which is consistent with
the provisions of the Plan.  In the event of any
inconsistency between the provisions of the Plan and any
such agreement entered into hereunder, the provisions of the
Plan shall govern.

SECTION 6

RESTRICTED STOCK AWARDS

     6.1  Initial Restricted Stock Awards.  On April 25,
1994, each Director who is then a member of the Board shall
receive a Restricted Stock Award for the number of shares of
Stock determined pursuant to Section 6.3 below.  Thereafter,
any person first appointed or elected to the Board, who
qualifies as a Director immediately following such
appointment or election, shall receive a Restricted Stock
Award, as of the date of such election or appointment, for
the number of shares of Stock determined pursuant to Section
6.3 below.

     6.2  Subsequent Restricted Stock Awards.  Beginning
January 1, 1995, and on each January 1 thereafter, each
Director who is a Director on that date shall receive a
Restricted Stock Award, as of that date, for the number of
shares of Stock determined pursuant to Section 6.3 below,
equal to the Restricted Stock Value.

     6.3  Number of Shares Awarded.  The number of shares of
Stock included in each such Restricted Stock Award shall be
determined by dividing the Restricted Stock Value by the
Fair Market Value of a share of Stock on the date of grant.
In no event shall the Company be required to issue
fractional shares.  Whenever under the terms of this Section
6 a fractional share of Stock would otherwise be required to
be issued, an amount in lieu thereof shall be paid in cash
based upon the Fair Market Value of such fractional share.

     6.4  Forfeiture of Awards.  If a Director voluntarily
resigns or is removed for cause as a Board member before
completion of the fifth anniversary of the date of the grant
of such Restricted Stock Award, the shares of Stock granted
pursuant to such Restricted Stock Award shall be forfeited.

     6.5  Restrictions.  Except as otherwise provided in the
Plan, shares of Stock received pursuant to a Restricted
Stock Award may not be sold, assigned, pledged,
hypothecated, transferred or otherwise disposed of until the
restrictions applicable to such Stock have lapsed pursuant
to Section 6.6.

     6.6  Lapse of Restrictions.  Restrictions on Stock
covered by a Restricted Stock Award shall lapse upon the
fifth anniversary of the date of grant of the Restricted
Stock Award.  In addition, all restrictions on Stock covered
by a Restricted Stock Award shall lapse upon any of the
following events:

          (a)  Upon the termination of a Director's service
as a board member as a result of death, disability,
retirement at normal retirement age for directors, failure
to be nominated for election as a director or failure to be
elected by stockholders as a Board member;

          (b)  In the event that the Company is merged or
consolidated with another corporation (other than a merger
or consolidation in which the Company is the continuing
corporation and which does not result in any
reclassification or change of outstanding Stock), or if all
or substantially all of the assets or more than 50% of the
outstanding Stock of the Company is acquired by any other
corporation, business entity or person (other than a sale or
conveyance in which the Company continues as a holding
company of an entity or entities that conduct the business
or businesses formerly conducted by the Company), or in case
of a reorganization (other than a reorganization under the
United States Bankruptcy Code) or liquidation of the
Company; or

          (c)  In the event of a change of control of the
Company.  For purposes of the Plan, a "change of control"
shall be deemed to have occurred if during any period of two
consecutive years (not including any period prior to the
Effective Date), individuals who at the beginning of such
period constitute the Board (and any new director whose
election by the Board or whose nomination for election by
the Company's stockholders was approved by a vote of at
least two-thirds of the directors then still in office who
either were directors at the beginning of such period or
whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority
thereof.

     6.7  Privileges of a Stockholder.  A Director shall
have all voting, dividend, liquidation and other rights with
respect to Stock received by him as a Restricted Stock Award
under this Section 6, whether or not restrictions have
lapsed.

     6.8  Enforcement of Restrictions.  The Committee shall
cause a legend to be placed on the Stock certificates issued
pursuant to each Restricted Stock Award referring to the
restrictions imposed in the Plan and, in addition, may in
its sole discretion require one or more of the following
methods of enforcing such restrictions:

          (a)  Requiring the Director to keep the Stock
certificates, duly endorsed, in the custody of the Company
while the restrictions remain in effect; or

          (b)  Requiring that the Stock certificates, duly
endorsed, be held in the custody of a third party while the
restrictions remain in effect.


SECTION 7

OPTION GRANTS

     7.1  Initial Option Grants.  An Option to purchase such
number of shares of Stock as equals 2.5 times the Option
Amount shall be granted (i) on January 1, 1995 to each
person who is a Director on that date, subject to and
conditioned upon the approval of shareholders on the
Amendment Approval Date as provided in Section 1.1, and (ii)
to other Directors elected or appointed to the Board after
such date on the date each first becomes a Director of the
Company, subject to and conditioned upon shareholder
approval as aforesaid if granted prior to the Amendment
Approval Date.

     7.2  Subsequent Option Grants.  Beginning on January 1,
1996 and on January 1 of each year thereafter, each Director
who is a Director on that date shall be granted an Option to
purchase such number of shares of Stock as equals the Option
Amount.

     7.3  Exercise Price for Options.  The exercise price
per share of Stock covered by each Option shall be the Fair
Market Value of the Stock on the date the Option is granted.
The exercise price of an Option granted under the Plan shall
be subject to adjustment to the extent provided in Section
4.3 hereof.

     7.4  Terms and Conditions of Options.  Each Option
granted pursuant to the Plan shall be evidenced by a written
stock option agreement executed by the Company and the
Director to whom such Option is granted,  The stock option
agreement may contain such other terms, provisions and
conditions as may be determined by the Committee and not
inconsistent with the Plan.  Each Option granted under the
Plan shall vest and become exercisable as to 1/12 of the
shares covered thereby on a monthly basis such that the
option will be fully exercisable one year after its date of
grant.  The term of each Option shall be ten (10) years from
the date of grant, unless a shorter period is required to
comply with any applicable law, in which case such shorter
period shall apply.

     7.5  Assignability of Options.  Each Option granted
pursuant to the Plan shall, during the Director's lifetime,
be exercisable only by the Director, and the Option shall
not be transferable by the Director by operation of law or
otherwise other than by will or the laws of descent and
distribution.

     7.6  Payment Upon Exercise.  Payment of the exercise
price upon exercise of any Option granted under the Plan
shall be made in whole or in part with cash or cash
equivalents (including personal checks).

SECTION 8

RIGHTS OF DIRECTORS

     Nothing contained in the Plan or in any Option or
Restricted Stock Award granted under the Plan shall
interfere with or limit in any way the right of the
stockholders of the Company to remove any Director from the
Board pursuant to the Certificate of Incorporation or bylaws
of the Company, nor confer upon any Director any right to
continue in the service of the Company.


SECTION 9

GENERAL RESTRICTIONS

     9.1  Investment Representations.  The Company may
require any Director to whom an Option or Restricted Stock
Award is granted, as a condition of receiving such Option or
Restricted Stock Award or exercising an Option, to give
written assurances in substance and form satisfactory to the
Company and its counsel to the effect that such person is
acquiring the Option or Stock subject to the Restricted
Stock Award or Option for his own account for investment and
not with any present intention of selling or otherwise
distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply
with Federal and applicable state securities laws.

     9.2  Compliance With Securities Laws.  Each Option or
Restricted Stock Award shall be subject to the requirement
that, if at any time counsel to the Company shall determine
that the listing, registration or qualification of the
shares subject to such Option or Restricted Stock Award upon
any securities exchange or under any state or federal law,
or the consent or approval of any governmental or regulatory
body, is necessary as a condition of, or in connection with,
the issuance of shares thereunder, such Restricted Stock
Award or Option may not be accepted or exercised in whole or
in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on
conditions acceptable to the Committee.  Nothing herein
shall be deemed to require the Company to apply for or to
obtain such listing, registration or qualification.
     9.3  Taxes.  Each Director shall make appropriate
arrangements for the satisfaction of any applicable federal,
state or local income or other tax withholding requirements
applicable to any Restricted Stock Award or Option granted
hereunder.  In addition, each Director shall provide the
Company with a copy of any election which such Director may
make under Section 83(b) of the Code with respect to a
Restricted Stock Award.

SECTION 10

PLAN AMENDMENT, MODIFICATION AND TERMINATION

     The Board may at any time terminate and from time to
time may amend or modify the Plan; provided, however, that
no amendment or modification may become effective without
approval of the amendment or modification by the
stockholders if stockholder approval is required to enable
the Plan to satisfy any applicable statutory or regulatory
requirements, or if the Company, on the advice of counsel,
determines that stockholder approval is otherwise necessary
or desirable and, provided further that no amendment or
modification shall be made more than once every six months,
other than to comport with changes in the Internal Revenue
Code, the Employment Retirement Income Security Act, or the
rules promulgated thereunder.

     No amendment, modification or termination of the Plan
shall in any manner adversely affect any Options or
Restricted Stock Awards theretofore granted under the Plan
without the consent of the Director holding such Options or
Restricted Stock Awards.


SECTION 11
REQUIREMENTS OF LAW

     11.1  Compliance with Law.  The issuance of Stock and
the payment of cash pursuant to the Plan shall be subject to
all applicable laws, rules and regulations.

     11.2  Rule 16b-3.  Awards and transactions under the
Plan are intended to comply with all applicable conditions
of Rule 16b-3 or its successors under the 1934 Act.  To the
extent any provision of the Plan or action by the Board or
the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed
advisable by the Board or the Committee.  Moreover, in the
event the Plan does not include a provision required by Rule
16b-3 to be stated therein in order to qualify the Plan as a
formula plan, such provision (other than one relating to
eligibility requirements, or the price and amount of awards)
shall be deemed automatically to be incorporated by
reference into the Plan.

     11.3  Governing Law.  The Plan and all agreements
hereunder shall be construed in accordance with and governed
by the laws of the State of California.

SECTION 12

DURATION OF THE PLAN

     The Plan shall terminate ten years after the date the
Plan is first approved by stockholders of the Company or at
such earlier time as may be determined by the Board, and no
Options or Restricted Stock Awards shall be granted after
such termination.