EXHIBIT 10.32


                        CNF TRANSPORTATION INC.
                     SPECIAL BONUS PLAN FOR 1998




THE PLAN

In order to motivate certain key employees more effectively,
CNF Transportation Inc. (CNFT) establishes a Special Bonus Plan for
1998 (Plan) under which payments will be made to designated executive
personnel out of calendar year 1998 profits.


DESIGNATION OF PARTICIPANTS

Participants in this Plan shall be designated full-time executive
personnel of CNFT subsidiaries.  A master list of all Plan
participants will be maintained in the office of the Chief Financial
Officer of CNFT.


METHOD OF PAYMENT

Each Plan participant will be assigned specific Operating Profit Ratio
(O/R) performance goals.

Compensation for the assigned goals will be earned on a pro rata basis
for accomplishments between the Minimum level and the Target O/R Goal.
No special 1998 bonus will be earned by a participant until the
Minimum O/R Goal is achieved.

Payments under this Plan are limited to 100 percent of each
participant's annual salary.


OPERATING RATIO

Operating Ratio is defined as: 1) operating expense before taxes,
interest and non-operating expenses, but, including all amounts
expensed under any qualified Con-Way Transportation Services, Inc.,
Emery Worldwide, Emery Customs Brokers, Emery Priority Mail, Emery
Global Logistics, Emery Expedite, Emery Worldwide Airlines, Menlo
Logistics Priority Mail and Menlo Logistics, Inc. incentive and bonus
plans; divided by 2) net revenue. Full year results will be used.




ANNUAL SALARY

Annual Salary for Bonus Plan purposes for each Plan participant is
annualized salary (ie. weekly base salary as of January 1, 1998
multiplied by 52) excluding 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 includes deferred salary
arrangements wherein the participant could have chosen to receive the
deferred salary in the Plan year.


PERSONAL DATA SHEET

A "Personal Data Sheet" for calculation of Bonus Plan earnings
(attached hereto) will be prepared for each Plan participant which
designates (1) the unit to which the participant is assigned, (2) the
minimum level of achievement required for the assigned O/R goal, (3)
the target level of achievement for the assigned O/R goal, and (4) the
earnings at the target level for the assigned O/R goal.


ELIGIBILITY FOR PAYMENT

Eligible employees will commence participation on January 1, 1998.  An
employee who commences participation after the January 1 date 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
CNF Transportation Inc. or any of its subsidiaries and (ii) a Plan
participant.

    EXCEPTION 1.  A Plan participant who is employed by CNFT or any of
    its subsidiaries 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 CNFT and who remains an employee through December 31, 1998.


DATE OF PAYMENT

The Chief Executive Officer of CNFT will select a date for payment to
eligible participants. Such date will be no later than March 15, 1999.


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 the date for payment.


DURATION OF PLAN

This Plan is effective from January 1, 1998 through December 31, 1998
only.