Exhibit 10.29

                CNF TRANSPORTATION INC.
         EXECUTIVE INCENTIVE PLAN FOR 1998



THE PLAN

In order to motivate certain employees of CNF Transportation Inc.
(CNFT) more effectively and efficiently, The Company (CNFT)
establishes an Incentive Plan (Plan) under which payments will be made
to eligible executive personnel of CNFT out of calendar year 1998
Incentive Profits.


DESIGNATION OF PARTICIPANTS

Participants in this Plan shall be all full-time executive personnel
of CNFT.  A master list of all Plan participants will be maintained in
the office of the President of CNFT.


ELIGIBILITY FOR PAYMENT

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 1998
Plan during the 1998 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
CNFT and (ii) a Plan participant.

    EXCEPTION 1.  A Plan participant who is employed by CNFT through
    December 31, 1998 but leaves that employment or otherwise becomes
    ineligible after December 31, 1998 but before the final payment is
    made relating to 1998, unless terminated for cause, shall be
    entitled to receive payments under this Plan resulting from 1998
    Incentive Profits.

    EXCEPTION 2.  An appropriate pro rata payment will be made (1) to
    a Plan participant who retires prior to December 31, 1998 pursuant
    to the CNF Transportation 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, 1998 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, 1998, or (4) to an
    eligible Plan participant who is transferred to another subsidiary
    of CNF Transportation Inc. (CNFT) and who remains an employee
    through December 31, 1998.


METHOD OF PAYMENT

Each Plan participant will be assigned an incentive participation
factor as a percent of annual compensation.  The Incentive
Participation Factor will be allocated 100% to the assigned profit
goal.

Incentive compensation for the assigned  goals will be earned on a pro
rata basis for accomplishments between the Minimum level and the
Incentive Factor Goals and will continue to be earned ratably for
performance over the Incentive Factor Goal.

No incentive will be earned by a participant until the Minimum Profit
Goal is achieved.  There is a maximum percent of accomplishment for
any performance goal of 200%.


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
participation factor, (3) the minimum level of achievement required
for each assigned goal, (4) the incentive factor level of achievement
for each assigned goal, and (5) the incentive earnings at the
incentive factor level for each assigned goal.


DATE OF PAYMENT

The President of CNFT may authorize a partial payment of the estimated
annual earned incentive, in December, 1998.  The final payment to
eligible participants, less any previous partial payment, will be made
on or before March 15, 1999.


INCENTIVE PROFIT

Incentive Profit is defined as earnings before deducting any amounts
expensed under any CNFT and qualified CNFS incentive plans and before
deducting income taxes.


ANNUAL COMPENSATION

Annual Compensation for incentive purposes for each Plan participant
is his annualized salary before any incentive or other special
compensation as of the first pay period following the date the
participant becomes eligible to participate in this Plan.  The term
"special compensation" used herein does not include deferred salary
arrangements wherein the participant could have chosen to receive the
deferred salary in the Plan year.


MAXIMUM PAYMENT

Payments under this Plan are limited as noted on the "Personal Data
Sheet".


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 CNFT 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 any payment is actually
made.


DURATION OF PLAN

This Plan is for the calendar year 1998 only.