EXHIBIT 5.1




                             November 26, 1996



Board of Directors
Consolidated Freightways Corporation
175 Linfield Avenue
Menlo Park, CA   94025

I have acted as counsel for Consolidated Freightways Corporation (the
"Company") in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, covering the issuance of 2,500,000 shares of common stock, par
value $0.01 per share (the "Shares"), of the Company pursuant to the
Company's Stock and Savings Plan (the "Plan"). I have reviewed the
corporate actions of the Company in connection with this matter and have
examined those documents, corporate records, and other instruments we
deemed necessary for the purposes of this opinion.

          Based on the foregoing, it is our opinion that:

          1.   The Company is a corporation duly organized and validly
               existing under the laws of the state of Delaware; and

          2.   The Shares issuable under the Plan have been duly authorized
               and, when issued in accordance with the Plan, will be
               legally issued, fully paid, and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Sincerely,

STEPHEN D. RICHARDS
Stephen D. Richards
Senior Vice President and General Counsel

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