SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Consolidated Freightways Corporation
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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Notes:

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Notice of Annual Meeting

and

Proxy Statement

Annual Meeting of Shareholders

May 15, 2001

[LOGO OF CONSOLIDATED FREIGHTWAYS CORPORATION]

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[LOGO OF CONSOLIDATED FREIGHTWAYS CORPORATION]

16400 S.E. CF Way Telephone: 360/448-4000
Vancouver, WA 98683

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Tuesday, May 15, 2001
10:00 A.M., Pacific Daylight Time
The Heathman Lodge, 7801 N.E. Greenwood Drive, Vancouver, Washington

DEAR SHAREHOLDER:

The Annual Meeting of Shareholders of Consolidated Freightways Corporation
("the Company") will be held at 10:00 A.M., Pacific Daylight Time, on Tuesday,
May 15, 2001, at The Heathman Lodge, 7801 N.E. Greenwood Drive, Vancouver,
Washington, to:

1. Elect three Group 2 directors for a three-year term;

2. Ratify appointment of Arthur Andersen LLP as independent auditors of the
Company for 2001; and

3. Transact any other business properly brought before the meeting and any
adjournment or postponement thereof.

Shareholders of record at the close of business on March 16, 2001, are
entitled to notice of and to vote at the meeting. A list of the shareholders
entitled to vote at the Annual Meeting will be open to examination by any
shareholder, for any purpose germane to the meeting, during ordinary business
hours, at the offices of the Company, 16400 S.E. CF Way, Vancouver,
Washington, 98683, from May 4, 2001, until the date of the Annual Meeting.

Your vote is important. Whether or not you plan to attend, I urge you to
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, in
order that as many shares as possible will be represented at the meeting. If
you attend the meeting and prefer to vote in person, you will be able to do so
and your vote at the meeting will revoke any proxy you may submit.

Sincerely,
/s/ MARYLA R. FITCH
MARYLA R. FITCH
Vice President and Secretary

April 3, 2001

CONSOLIDATED FREIGHTWAYS CORPORATION

16400 S.E. CF Way
Vancouver, Washington 98683
Telephone: 360/448-4000

PROXY STATEMENT

The Annual Meeting

The Annual Meeting of Shareholders of Consolidated Freightways Corporation
will be held on May 15, 2001, at The Heathman Lodge, 7801 N.E. Greenwood
Drive, Vancouver, Washington. At this meeting, shareholders will be asked to
elect three directors, to ratify the appointment of Arthur Andersen LLP as
independent auditors for 2001, and to transact such other business as may
properly come before the meeting. Shareholders of record at the close of
business on March 16, 2001, will be entitled to notice of and to vote at the
meeting or any adjournment or postponement of the meeting. This proxy
statement, accompanying proxy and Annual Report of the Company are first being
sent to shareholders on or about April 3, 2001. The Annual Report is not part
of this proxy soliciting material.

Board of Directors' Recommendations

The Board of Directors of the Company is soliciting your proxy for use at
the meeting and any adjournment or postponement of the meeting. The Board
recommends a vote for the election of the three nominees for directors and for
the ratification of appointment of Arthur Andersen LLP as independent auditors
of the Company for 2001.

Proxy Voting Procedures

To be effective, properly signed proxies must be returned to the Company
prior to the meeting. The shares represented by your proxy will be voted in
accordance with your instructions. However, if no instructions are given, your
shares will be voted in favor of the three directors nominated and for the
ratification of appointment of Arthur Andersen LLP as independent auditors of
the Company. The Board of Directors does not know of any other matters to be
presented at the meeting. If any other matters are properly presented, the
persons named on the accompanying proxy will vote according to their best
judgment.

Voting Requirements

The holders of a majority of the outstanding shares of Common Stock of the
Company must be represented in person or by proxy at the meeting to establish
a quorum for action at the meeting. The three nominees who receive the
greatest number of votes cast for election of directors at the meeting will be
elected directors for a three-year term. If a proxy or ballot indicates that a
shareholder, broker or other nominee abstains from voting or that shares are
not to be voted, the shares will be counted for purposes of establishing a
quorum, but will not be counted as votes cast in determining the outcome.
Therefore, abstentions and "non-votes" will not affect the outcome of any
vote. Votes will be counted by employees of The Bank of New York which has
been engaged to act as inspector of elections.

Voting Shares Outstanding

At the close of business on March 16, 2001, the record date for the Annual
Meeting, there were outstanding and entitled to vote 21,851,835 shares of
Common Stock. Each share of Common Stock has the right to one vote.

Proxy Voting Convenience

You are encouraged to exercise your right to vote by returning to the
Company a properly executed proxy in the enclosed envelope, whether or not you
plan to attend the meeting. This will ensure that your votes are cast.

Revocability of Proxies

You may revoke or change your proxy at any time prior to its use at the
meeting. There are three ways you may do so: (1) give the Company a written
direction to revoke your proxy; (2) submit a later dated proxy to the
Secretary of the Company at the Company's principal office, 16400 S.E. CF Way,
Vancouver, Washington, 98683; or (3) attend the meeting and vote in person.
Please note, however, that if a broker, bank or other nominee holds your
shares of record and you wish to vote at the meeting, you must obtain from the
record holder a proxy issued in your name.

PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to the Certificate of Incorporation, the Board of Directors of the
Company has set the number of Directors of the Company at eight. The Company
has three groups of directors, each of whom is elected for a three-year term.
Group 3 directors will be elected in 2002 and Group 1 directors will be
elected in 2003. The remaining directors may fill vacancies that occur prior
to the expiration of a three-year term.

The following persons are the nominees of the Board of Directors for
election as Group 2 directors to serve for a three-year term until the Annual
Meeting of Shareholders to be held in the year 2004 and until their successors
are duly elected and qualified:

Patrick H. Blake
Paul B. Guenther
William D. Walsh

If a nominee becomes unable or unwilling to serve, proxy holders are
authorized to vote for election of such person or persons as shall be
designated by the Board of Directors. The Board of Directors knows of no
reason why any of the nominees would be unable or unwilling to serve.

The Board of Directors Recommends a Vote "For" All Nominees

Nominees for Terms Expiring in 2004

Patrick H. Blake -- age 51

President and Chief Executive Officer of the Company since May 2000. He
previously was Executive Vice President and Chief Operating Officer of the
Company. He joined the Company in 1969 as a dockman and moved into a series of
supervisory and management positions in 1975. He was named Executive Vice
President in 1994. Director of the Company since 2000.

Paul B. Guenther -- age 60

Retired President of PaineWebber Group, Inc. (a full-service securities
firm) from 1994 to 1995 and President of PaineWebber Incorporated (a full-
service securities firm) from 1988 to 1995. Mr. Guenther is a director of
Gabelli Asset Management Inc. (a mutual fund management company)

and a volunteer executive or director of a number of not-for-profit
organizations. He is a member of the Company's Audit Committee. Director of
the Company since 1996.

William D. Walsh -- age 70

Chairman of Sequoia Associates, LLC (a private investment firm) since 1982.
He is Chairman of the Board of privately held Clayton Group, Inc. and Newell
Industrial Corporation; and a director of privately held Ameriscape, Inc. and
Bemiss-Jason Corp., and publicly held Crown Vantage, Inc., Unova, Inc. and URS
Corporation. Mr. Walsh is Chairman of the Board of the Company and a member of
the Company's Audit and Compensation Committees. Director of the Company since
1996.

Directors with Terms Expiring in 2002

Robert W. Hatch -- age 62

Chairman and Chief Executive Officer of Cereal Ingredients, Inc. (a
specialty ingredient manufacturer, providing fat-free and high fiber products)
since 1991. He also served as Chairman of the Board of Chromcraft Revington (a
diversified furniture manufacturer) from 1992 to 1993, and Chairman,
President, and Chief Executive Officer of Mohasco (a manufacturer of
upholstered and case goods furniture) from 1989 to 1992. Mr. Hatch is Chairman
of the Company's Compensation Committee. Director of the Company since 1996.

Raymond F. O'Brien -- age 78

Chairman Emeritus of CNF Inc. since 1995. He served as President of CNF (a
diversified transportation services company), the former parent of the
Company, from 1975 through 1988 and as Chief Executive Officer of CNF from
1977 to 1988 and from 1990 to 1991. Mr. O'Brien also served as Chairman of the
Board of CNF from 1979 through 1995. Mr. O'Brien is a member of the Company's
Compensation Committee. Director of the Company since 1996.

Directors with Terms Expiring in 2003

G. Robert Evans -- age 69

Retired Chairman of Material Sciences Corporation (continuously processed,
coated materials technologies) from 1991 to 1998. He remains a director of
Material Sciences Corporation and is a director of Swift Energy Company. Mr.
Evans was elected Vice Chairman and Chief Executive Officer of the Company on
January 24, 2000, and relinquished the position of Chief Executive Officer on
May 8, 2000. Director of the Company since 1996.

James B. Malloy -- age 73

Retired Chairman of Smurfit Packaging Company from 1993 to 1998 and
President and Chief Executive Officer of Jefferson Smurfit Corporation and its
affiliate, Container Corporation of America (integrated multinational paper
and packaging manufacturers) from 1980 to 1993. Mr. Malloy is a director of
The Jefferson Smurfit Group PLC. He is a member of the Company's Compensation
Committee. Director of the Company since 1996.

Henry C. Montgomery -- age 65

Chairman of Montgomery Financial Services Corporation (a management
consulting and financial services firm); Executive Vice President, Finance and
Administration and Chief Financial Officer, Indus International, Inc.
(enterprise asset management systems) from January 2000 to March 2001; interim

Executive Vice President, Finance and Administration (1999) and now a director
of Spectrian Corporation (a manufacturer of cellular base station power
amplifiers and power transistors); Executive Vice President of SyQuest
Technology, Inc. (develops, manufactures and sells computer hard drives), from
November 1996 through July 1997; President and Chief Executive Officer of New
Media Corporation (privately held company engaged in developing, manufacturing
and selling PCMCIA cards for the computer industry) from March 1995 until
November 1996. Also a director of Catalyst Semiconductor and Swift Energy
Company. Mr. Montgomery is Chairman of the Company's Audit Committee. Director
of the Company since 2001.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors and the Audit Committee have appointed Arthur
Andersen LLP as the Company's independent auditors for the year ending
December 31, 2001. Arthur Andersen LLP has audited the Company's financial
statements since its spin-off as an independent company in 1996.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting, will have an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions. The affirmative
vote of the holders of a majority of the shares voting will be required to
ratify the selection of Arthur Andersen LLP.

The Board of Directors Recommends a "Vote" for the Proposal

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding beneficial ownership of
the Company's Common Stock by the directors (including the three nominees),
the Named Executives (as defined in the Summary Compensation Table below), and
by all directors and executive officers as a group, as of February 28, 2001.
The beneficial ownership reported below includes all rights to acquire the
Company's Common Stock that will or may vest within 60 days after February 28,
2001 and the Common Stock that will be issued under restricted stock awards
when the restrictions lapse. Except as noted below, each person has sole
voting and investment power (or shares such power with his spouse) over his
shares listed below.

Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership(/1/) Class(/2/)
- ------------------------ ------------------------- ----------

Patrick H. Blake.......................... 227,555 1.04%

Patrick J. Brady.......................... 101,573 *

W. Roger Curry............................ 312,264 1.42%

G. Robert Evans........................... 93,789 *

Paul B. Guenther.......................... 52,630 *

Robert W. Hatch........................... 20,793 *

James B. Malloy........................... 20,207 *

Henry C. Montgomery....................... 208 *

Raymond F. O'Brien........................ 54,193 *

Thomas A. Paulsen......................... 119,662(/3/) *

Stephen D. Richards....................... 157,051 *

William D. Walsh.......................... 279,454 1.28%

Robert E. Wrightson....................... 166,013 *

All directors and executive officers as a
group (15 persons)....................... 1,622,421 7.19%

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* Less than one percent of the Company's outstanding shares of Common Stock.

1. Restricted shares are not issued until restrictions lapse, at which time
the holders will have the right to vote and dispose of such stock, unless
receipt of the shares is deferred. Includes options that are exercisable
within 60 days of February 28, 2001 and restricted shares as shown below:

Name Exercisable Options Restricted Shares
---- ------------------- -----------------

Patrick H. Blake................... 50,250 69,000
Patrick J. Brady................... 18,750 19,667
W. Roger Curry..................... 100,000 -0-
G. Robert Evans.................... 58,021 21,667
Paul B. Guenther................... 8,021 6,667
Robert W. Hatch.................... 8,021 6,667
James B. Malloy.................... 8,021 6,667
Henry C. Montgomery................ 208 -0-
Raymond F. O'Brien................. 8,021 6,667
Thomas A. Paulsen.................. 28,500 47,667
Stephen D. Richards................ 26,875 54,667
William D. Walsh................... 15,833 41,667
Robert E. Wrightson................ 26,875 54,667
All directors and officers as a
group (15 persons)................ 369,427 337,086

2. The percent is calculated based on shares of Common Stock outstanding on
February 28, 2001, except that a particular person's options (to the extent
exercisable within 60 days of February 28, 2001) and restricted stock
subject to forfeiture are deemed outstanding for the purpose of calculating
the percentage of outstanding securities owned by that person, but are not
deemed outstanding for calculating the percentage owned by another person.

3. Thomas A. Paulsen disclaims beneficial ownership of 30 shares that are held
by his spouse.

PRINCIPAL SHAREHOLDERS

As of February 28, 2001, based solely on the Company's review of Schedules
13D and 13G filed with the Securities and Exchange Commission and the
Company's knowledge about the holdings by T. Rowe Price Trust Company, the
trustee of the Company's 401(k) plans, the only persons known to the Company
to own beneficially an interest in 5% or more of the shares of the Company's
Common Stock are set forth below. All such information is as reported in the
most recent Schedule 13G filed by each such person with the Securities and
Exchange Commission, except for information provided directly by T. Rowe Price
Trust Company.

Amount and Nature of Percent
Name and Address Beneficial Ownership of of Class
- ---------------- ----------------------- --------

T. Rowe Price Trust Company................... 5,127,297(/1/) 23.46%
100 East Pratt Street
Baltimore, MD 21202

Dimensional Fund Advisors Inc................. 1,749,550(/2/) 8.01%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

Four Partners................................. 1,316,250(/3/) 6.02%
c/o Thomas J. Tisch
667 Madison Avenue
New York, NY 10021

Kevin Douglas and Cynthia Douglas............. 1,098,000(/4/) 5.02%
4040 Civic Center Drive, Suite 530
San Rafael, CA 94903

Ironwood Capital Management, LLC.............. 1,093,450(/5/) 5.00%
21 Custom House Street
Boston, MA 02109

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1. T. Rowe Price Trust Company, the directed trustee under the Company's
401(k) plans (the "Trust Company"), has sole voting power over 0 shares,
non-discretionary voting power over 5,127,297 shares, sole dispositive
power over 0 shares, and non-discretionary dispositive power over 5,127,297
shares. Under the terms of the Company's agreements with the Trust Company,
the Trust Company will vote the Company's shares in accordance with the
direction of the participants in the Company's 401(k) plans or, if no
instructions are received, in the same proportion as for all other shares
of the same plan for which instructions are received. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, as amended,
the Trust Company is deemed to be the beneficial owner of 5,127,297 shares
of the Company's Common Stock. However, the Trust Company disclaims
beneficial ownership of such shares.

2. Dimensional Fund Advisors Inc. has sole voting power and sole dispositive
power over 1,749,550 shares.

3. Four Partners has sole voting power and sole dispositive power over
1,316,250 shares. By virtue of their status as managing trustees of the
trusts which are the general partners of Four Partners, Andrew H. Tisch,
Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have
indirectly shared power to vote or direct the vote, or to dispose or direct
the disposition of, the 1,316,250 shares owned by Four Partners.

4. Kevin Douglas and Cynthia Douglas have shared voting power and shared
dispositive power over 1,098,000 shares.

5. Ironwood Capital Management, LLC has shared voting power over 608,950
shares and shared dispositive power over 1,093,450 shares.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND BOARD COMMITTEES

During 2000, the Board of Directors held seven meetings. The Board of
Directors has standing Audit and Compensation Committees. The Board does not
have a standing Nominating Committee. The Audit Committee held four meetings
and the Compensation Committee held three meetings in 2000. Each director
attended at least 75% of the meetings of the Board and the Committees of the
Board on which he served.

Audit Committee: The Audit Committee recommends to the Board of Directors
the appointment of independent public auditors to perform the audit of the
Company's accounting records and authorizes the performance of services by the
accountants so appointed. The Committee reviews the annual audit of the
Company by the independent public accountants, and, in addition, annually
reviews the results of the examinations of accounting procedures and controls
performed by the Company's internal auditors. During 2000, the Audit Committee
consisted of John M. Lillie--Chairman, Paul B. Guenther and William D. Walsh.
Mr. Lillie resigned from the Board and the Audit Committee on February 1,
2001. Henry C. Montgomery was elected to the Board and the Audit Committee on
February 6, 2001. The Audit Committee is now comprised of Henry C.
Montgomery--Chairman, Paul B. Guenther and William D. Walsh.

Compensation Committee: The Compensation Committee approves the salaries and
other compensation of the officers of the Company. The Committee determines
the compensation policies and programs for officers and key personnel and
incentive compensation for employees of the Company and its domestic
subsidiaries. It oversees the administration of the Company's short-term and
long-term incentive compensation plans and grants awards under the Company's
1996 Stock Option and Incentive Plan and the 1999 Equity Incentive Plan. The
Committee also oversees the administration of the retirement and benefit plans
of the Company and its domestic subsidiaries for non-contractual employees.
The members of the Compensation Committee are Robert W. Hatch-- Chairman,
James B. Malloy, Raymond F. O'Brien and William D. Walsh.

COMPENSATION OF DIRECTORS

Directors' fees are paid to non-employee directors. In January 2000, a cash
fee of $1,000 was paid for attending the January Board meeting, except that
those who attended by telephone were paid $250. A cash fee of $500 was paid to
those attending the January Audit Committee meeting.

Subsequently, the new schedule for directors' fees previously approved by
the Board and the Compensation Committee of the Board in 1999 was implemented.
The new schedule provides each non-employee director with an annual retainer
of $12,000, $2,000 per Board meeting attended, $1,000 per Committee meeting
attended, and $500 per telephonic meeting attended. In 2000, these fees were
paid with the Company's Common Stock with a value equal to the total of fees
for the Board and Committee meetings attended and 25% of the annual retainer,
divided by the closing price on the day of the Board meeting. Fees for
telephonic meetings were paid in stock based on the closing price of the
Company's stock on the day of the telephonic meeting.

Restricted stock awards were granted to non-employee directors at the time
of the spin-off of the Company from CNF Inc. on December 2, 1996, except for
Mr. Henry Montgomery, who was recently appointed a director. Awards for 16,667
shares (41,667 for the Chairman of the Board), which were intended as part of
directors' compensation in 1999, have not vested because the required stock
price of $11.96 share has not been attained. If the price is not reached by
December 2, 2001, the awards will be forfeited.

On May 11, 1999, each non-employee director of the Company was automatically
granted an option to purchase 25,000 shares of the Company's Common Stock
under the Company's Non-

Employee Directors' Stock Option Plan (the "Directors' Plan"), except the
Chairman of the Board, who was granted an option for 50,000 shares in
recognition of the extra services he performs for the Company. The exercise
price of the options is $13.00 per share, the closing price of the Company's
Common Stock on May 10, 1999, the last trading day prior to the date of grant.
Each of these options vests monthly over 48 months, beginning January 31,
2000. Options for one-fourth of the shares vested in 2000.

COMPENSATION OF EXECUTIVE OFFICERS

I. SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation of those
persons who, during the year ended December 31, 2000, served as Chief
Executive Officer or who were among the four most highly compensated officers
of the Company, other than the Chief Executive Officer, who were serving as
executive officers as of December 31, 2000 (collectively, the "Named
Executives").

Annual Compensation Long Term Compensation
--------------------------- ---------------------------
Restricted Securities All Other
Name & Principal Salary Bonus Stock Underlying Compensation
Positions Year ($) ($) Awards ($)(/7/) Options (#) ($)(/8/)
---------------- ---- -------- -------- --------------- ----------- ------------

P. H. Blake(/1/)........ 2000 $328,561 $400,000(/1/) $ -- 126,000 $ 9,001
President, Chief 1999 291,287 -- 267,188 60,000 9,882
Executive 1998 245,102 123,415 -- -- 10,555
Officer and Director

T. A. Paulsen(/2/)...... 2000 $268,871 $ -- $ -- 76,500 $ 11,919
Executive Vice 1999 228,499 -- 84,375 30,000 11,723
President-- 1998 216,908 81,721 374,996 -- 15,433
Chief Operating Officer

R. E. Wrightson(/3/).... 2000 $270,666 $ -- $ -- 55,000 $ 16,405
Executive Vice 1999 249,013 -- 182,813 42,000 16,338
President and 1998 234,884 125,076 -- -- 21,352
Chief Financial Officer

P. J. Brady(/4/)........ 2000 $207,484 $ -- $ -- 55,000 $ 6,009
Senior Vice President-- 1999 189,695 -- 42,188 16,000 5,511
Sales and Marketing 1998 179,662 57,608 -- -- 6,422

S. D. Richards.......... 2000 $222,508 $ -- $ -- 55,000 $ 9,303
Senior Vice President 1999 227,442 -- 182,813 42,000 9,677
and 1998 207,288 106,496 -- -- 13,929
General Counsel

W. R. Curry(/5/)........ 2000 $128,320(/5/) $ -- $ -- -- $3,225,937
Former President, Chief 1999 467,164 -- 421,875 100,000 38,193
Executive Officer and 1998 425,880 285,241 -- -- 84,547
Director

G. R. Evans(/6/)........ 2000 $209,864 $100,000(/6/) $105,938 50,000 $ --
Vice Chairman of the 1999 -- -- -- 25,000 --
Board of Directors and 1998 -- -- -- -- --
Former Interim Chief
Executive Officer

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1. Mr. Blake was named President, Chief Executive Officer and a Director on
May 8, 2000. The Board of Directors granted Mr. Blake a signing bonus upon
being named President, Chief Executive Officer and a Director.

2. Mr. Paulsen was named Chief Operating Officer on May 8, 2000.

3. Mr. Wrightson was named Executive Vice President and Chief Financial
Officer on July 5, 2000.

4. Mr. Brady was named Senior Vice President--Sales and Marketing on February
28, 2000.

5. Mr. Curry retired as President, Chief Executive Officer and a Director on
January 24, 2000. Salary includes $82,617 paid in lieu of vacation upon Mr.
Curry's retirement.

6. Mr. Evans served as Interim Chief Executive Officer from January 24, 2000
to May 8, 2000. Mr. Evans was paid a salary at the annual rate of $457,028.
His annual salary was reduced to $120,000 when Mr. Blake was appointed the
Chief Executive Officer. The Board of Directors granted Mr. Evans a
performance bonus for his service as Interim Chief Executive Officer.

7. Mr. Evans was granted a restricted stock award for 15,000 shares of the
Company's Common Stock upon becoming the Chief Executive Officer. The award
is contingent on the closing price of the Company's stock averaging $10.03
or more per share over ten consecutive trading days on or prior to May 12,
2002. The value of the award was calculated using the $7.0625 closing stock
price on February 14, 2000, the date of the grant.

In 1999, the Named Executives were granted restricted stock awards as
follows: Mr. Blake--19,000 shares; Mr. Paulsen--6,000 shares; Mr. Brady
3,000 shares; Messrs. Wrightson and Richards--13,000 shares each; and Mr.
Curry--30,000 shares. These awards are contingent on the closing price of
the Company's stock averaging $20 or more per share over ten consecutive
trading days on or prior to May 12, 2002. The value of the awards was
calculated using the $14.0625 closing stock price on the date of the award.
Mr. Curry forfeited his award on January 24, 2001 pursuant to the terms of
the award.

Mr. Paulsen was granted a restricted stock award in 1998 for 33,333 shares
contingent on the closing price of the Company's stock averaging $14.25 per
share for 8,333 shares and $16.63 per share for 25,000 shares over ten
consecutive trading days on or prior to December 2, 2001. The 8,333 shares
that were contingent on the closing price of the Company's stock averaging
$14.25 per share, vested in December 1998. The value of these awards was
calculated using the $11.25 closing stock price on the date of the award.

The dollar value of restricted stock held by the Named Executives as of
December 31, 2000 is as follows, based on $4.1875 per share, the closing
price of the Company's stock on December 29, 2000.

Value of
Number of Restricted
Shares Shares
as of as of
Named Executive 12/31/00 12/31/00
--------------- --------- ----------

P. H. Blake.......................................... 69,000 $288,938
T. A. Paulsen........................................ 47,667 199,606
R. E. Wrightson...................................... 54,667 228,918
P. J. Brady.......................................... 19,667 82,356
S. D. Richards....................................... 54,667 228,918
W. R. Curry.......................................... 130,000 544,375*
G. R. Evans.......................................... 21,667 90,731

--------
* Forfeited on January 24, 2001 pursuant to terms of award.

8. For 2000, All Other Compensation consists of the following:
(a) 401(k) Match: matching contributions in the Company's Common Stock
under the Company's Stock and Savings Plan: $2,550 for Messrs. Blake,
Paulsen, Wrightson, Brady and Richards.
(b) Deferred Compensation: above market interest credited on deferred
compensation: Mr. Blake--$517; Mr. Paulsen--$2,248; Mr. Wrightson--
$9,976; Mr. Brady--$733; Mr. Richards--$915; and Mr. Curry--$27,211.

(c) Split Dollar Life Insurance: compensation attributable to split dollar
life insurance represents the present value of the interest (compounded
annually) projected to accrue on the portion of the current year's
insurance premium paid by the Company: Mr. Blake--$5,934; Mr. Paulsen--
$7,121; Mr. Wrightson--$3,879; Mr. Brady-- $2,726; Mr. Richards $5,838;
and Mr. Curry--$4,010. The portion of the premium payments paid by the
Company are recovered by the Company from the cash value of the policy
upon the earlier of: (1) the end of the employee's service with the
Company other than for retirement or disability, (2) the employee's
death, or (3) the later of the fifteenth anniversary of the employee's
participation in the plan or age 65.
(d) Curry Employment Agreement: amounts paid pursuant to Mr. Curry's
employment agreement: (1) $2,218,783 severance payment; (2) $9,961 in
health benefits of which $3,131 was paid in 2000; (3) $7,000 in lieu of
the 401(k) match under the Company's Stock and Savings Plan of which
$2,200 was paid in 2000; (4) $8,090 in monthly supplemental retirement
benefits with a present value of $916,972 and (5) $42,000 automobile
allowance of which $13,200 was paid in 2000.

II. OPTIONS/SAR GRANTS TABLE

Options/SAR Grants in Last Fiscal Year

Numbers of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Price Expiration Grant Date
Name Granted(#)(/1/) Fiscal Year ($/Share)(/2/) Date Value(/3/)
- ---- --------------- ------------ -------------- ---------- ----------

P. H. Blake............. 126,000 9.48% $4.71875 5/16/2007 $341,460

T. A. Paulsen........... 76,500 5.76% $4.71875 5/16/2007 $207,315

R. E. Wrightson......... 55,000 4.14% $4.71875 5/16/2007 $149,050

P. J. Brady............. 55,000 4.14% $4.71875 5/16/2007 $149,050

S. D. Richards.......... 55,000 4.14% $4.71875 5/16/2007 $149,050

G. R. Evans............. 50,000 3.76% $7.06250 2/6/2003 $159,555

- --------
1. Options vest twenty-five percent on each of the following dates: July 15,
2000; May 16, 2001; May 16, 2002; and May 16, 2003, except for Mr. Evans
whose option is fully vested.
2. Equal to the most recent closing price of the stock at the time of the
grant.
3. The grant date present value is based upon the Black Sholes option pricing
model using the following assumptions: option exercise price equals the
fair market value on the date of the grant; risk-free interest rate, 6.30%;
expected life, 5 years; expected volatility, 60%; and expected dividend,
0%. The use of this model should not be construed as an endorsement of its
accuracy in valuing options. The Company's stock options are not
transferable so the "present value" shown cannot be realized by the
executive. Future compensation resulting from the option grants will
ultimately depend on the amount (if any) by which the market price of the
stock exceeds the exercise price on the date of exercise. The grant date
present value for Mr. Evans is based on an expected life of 3 years, the
life of the option.

III. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

Number of Value of
Securities Unexercised
Shares Underlying in-the-Money Options
Acquired Unexercised Options at Fiscal Year End
on Value at Fiscal Year End Exercisable/
Name Exercise Realized Exercisable/Unexercisable Unexercisable($)(/1/)
- ---- -------- -------- ------------------------- ---------------------

P. H. Blake............. -- -- 46,500/139,500 0/0

T. A. Paulsen........... -- -- 26,625/79,875 0/0

R. E. Wrightson......... -- -- 24,250/72,750 0/0

P. J. Brady............. -- -- 17,750/53,250 0/0

S. D. Richards.......... -- -- 24,250/72,750 0/0

G. R. Evans............. -- -- 56,250/18,750 0/0

W. R. Curry............. -- -- 100,000/0 0/0

- --------
1. Based upon the closing price of $4.1875 on December 29, 2000.

IV. PENSION PLAN TABLE

Estimated Annual Retirement Benefits

The following table shows the approximate annual pension payable to higher
paid participants.

Years of Plan Participation
---------------------------------------
Final Average Eligible
Compensation(/1/) 15 20 25 30 35
---------------------------------- ------- ------- ------- ------- -------

$200,000.......................... 43,430 62,340 81,260 100,170 120,590
$300,000.......................... 67,460 96,600 125,740 154,880 185,600
$400,000.......................... 91,520 130,900 170,280 209,660 250,610
$500,000.......................... 115,580 165,200 214,810 264,430 315,620
$600,000.......................... 139,640 199,490 259,350 319,200 380,630
$700,000.......................... 163,700 233,790 303,880 373,980 445,640
$800,000.......................... 187,760 268,090 348,420 428,750 510,650

- --------
1. Compensation covered for the Named Executives is the highest annual average
of the "Salary" and "Bonus" over five consecutive years of the last ten
years of employment. Retirement benefits shown are payable at or after age
65 in the form of a straight life annuity, calculated using the current
level of Social Security benefits. Retirement benefits shown will not be
reduced for any Social Security benefits received.

Federal law places certain limitations on the amount of compensation that
may be taken into account in calculating pension benefits and on the amount
of pension payments that may be paid under federal income tax qualified
plans. The Company has adopted a non-qualified plan to provide for payment
out of the Company's general funds for benefits not covered by the
qualified plan. The table above represents total retirement benefits, which
may be paid from a combination of the qualified and non-qualified plans.

As of December 31, 2000, Messrs. Blake, Paulsen, Wrightson, Brady, Richards
and Curry had approximately 25, 32, 33, 21, 9 and 32 years of plan
participation, respectively.

EMPLOYMENT AGREEMENTS AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company entered into employment agreements with Messrs. Blake, Paulsen,
Wrightson, Brady, Richards and Curry that provide for continued salary and
benefits and the opportunity to earn short-term and long-term incentive
compensation at not less than current levels.

Mr. Blake's agreement provides for a three-year term ending December 31,
2003. The agreements for the other executives, except Mr. Curry, provide for
two-year terms ending December 31, 2002. The agreements automatically renew
for one more year on January 1 of each year unless such renewal provision is
terminated by the executive or the Company. All agreements automatically
terminate when the executive reaches age 65. They terminate sooner upon
termination for cause, voluntary termination of employment, death or
disability.

In the event of termination of employment by death or disability, the
executive will be entitled to a lump sum payment of six months base salary and
target bonus, plus health benefits and age and service credits under the
Company's retirement plans. In the event of termination of employment by the
Company without cause or if the executive resigns due to a constructive
termination of employment by the Company, the executive will be entitled to a
lump sum payment of salary and target bonus and continued benefits for the
remainder of the term of his employment agreement. The executive will also be
entitled to (i) pro-rata short-term and long-term incentives based upon
performance of the Company to date of termination; (ii) additional age and
service credits under the Company's pension and supplemental retirement plans
for the remainder of the term of the employment agreement with benefits
determined as if the executive had continued employment for that period at
current salary and target bonus; and (iii) acceleration of the vesting of any
stock awards.

In the event of a change-in-control, the terms of the employment agreements
will automatically be extended for one additional year. If an executive's
employment is terminated without cause or by constructive termination within
24 months of a change-in-control, the executive will be paid in a lump sum
base salary, target bonus and automobile allowance for the remainder of the
term of the agreement, plus be given three years age and service credit under
the Company's retirement plans with benefits determined as if the executive
had continued employment for that period at current salary and target bonus,
and be entitled to continued health care without premiums for the executive
and his spouse until eligible for Medicare, or ten years, whichever is
shorter. In addition to the severance payments described above, the executive
would be entitled to receive an additional payment, net of taxes, to
compensate for any excise tax required on those or other payments to the
extent required under the Internal Revenue Code for excess severance payments.
The executive has the right to voluntarily resign in the thirteenth calendar
month following a change-in-control and receive twelve months of base salary,
target bonus and benefits in lieu of the more extensive severance compensation
under the employment agreement.

Constructive termination includes a reduction in base salary, target bonus
or long-term incentive opportunity, material reduction of benefits, material
changes in responsibilities, and, in the event of a change-in-control,
relocation. "Change-in-control" generally includes: (i) a merger,
consolidation or reorganization where less than 50% of the voting power is
retained by the Company's shareholders; (ii) the sale of at least 50% of the
Company's assets in a 12 month period and thereafter less than 50% of the
voting power is retained by the Company's shareholders; (iii) the acquisition
of beneficial ownership of 25% or more of the Company's voting power by any
person as the term "person" is used under the Securities Exchange Act of 1934;
(iv) the current directors ceasing to be a majority of the directors of the
Company during any two-year period unless approved by two-thirds of the
incumbent directors; and (v) the Company filing a report with the Securities
and Exchange Commission under applicable law that a change in control of the
Company has or may have occurred or will or may occur in the future pursuant
to a then-existing control or transition; or (vi) a liquidation or dissolution
of the Company.

Mr. Curry had an employment agreement with a term ending December 31, 2002.
He resigned as President and Chief Executive Officer and retired with the
approval of the Board of Directors on January 24, 2000. As required by his
employment, he was paid his salary and target bonus for the remainder of the
term of his employment agreement and was given the benefits shown in the
Summary Compensation Table and the related footnotes.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

One of the Compensation Committee's responsibilities is to determine the
compensation of officers, including the chief executive officer and the other
most highly compensation executive officers shown earlier in the "Summary
Compensation Table" (the "Named Executives"). The Committee was composed of
three non-employee directors in 2000, until expanded to four when Mr. William
D. Walsh rejoined the Committee in May 2000.

Policies

The Committee has established "pay-for-performance" as the guiding principle
of compensation, with a major portion of total compensation "at risk" through
short-term and long-term incentives. The greater the executive's
responsibilities, the higher the percentage of total potential compensation
should be "at risk."

The Committee has also determined that the Company should pay competitive
base salaries and above average incentive compensation for achievement of
objectives for the long-term success and competitiveness of the Company.
Short-term incentives should be tied to measurable performance goals
established at the beginning of the year. However, the Committee has reserved
the discretion to increase or award bonuses for significant corporate
accomplishments, superior performance relative to comparable companies, and to
take into account external factors that may adversely affect performance such
as general economic conditions. Long-term incentives should closely align the
interests of executives with the long-term interests of the Company and its
shareholders.

The Committee believes that compensation, including salary, should be
measured and evaluated against a peer compensation group. Salaries should also
take into account compensation outside the peer group where the Company may
compete for executive talent, and subjective factors, such as experience,
responsibilities, performance and value to the Company. The peer compensation
group is not the same as the companies included in the S&P SmallCap Trucking
Index used later in the "Performance Graph," but rather a broader group of
transportation companies selected by the Committee which it believes is
representative of the market in which the Company may compete for executive
talent.

Using the peer compensation group as a general guideline, the Committee
targets salaries between the 50th and 75th percentile of that group. Short-
term and long-term incentives, are targeted to be competitive with the peer
group, based on the performance of management.

Base Salary

Salaries are reviewed annually by the Compensation Committee. The Committee
exercises subjective judgment based upon a variety of factors. These include,
from time to time: (i) advice and information provided by an independent
compensation consultant; (ii) recommendations from the Chief Executive Officer
for officers other than himself; (iii) salaries for comparable executives at
other transportation companies; (iv) responsibilities, performance, knowledge,
experience and value of the services of the executives considered; and (v)
performance of the Company. The Committee does not assign a relative
importance to any one factor. Rather, the Committee reaches a consensus based
on

the weighing of these factors by each member of the Committee based on his
individual views and experience.

Short-Term Incentive Compensation

The Board of Directors approved a 2000 cash incentive plan for all regular,
full-time, non-contractual employees based upon measurable performance
objectives. The plan included the opportunity to surpass that target for
exceeding performance objectives. Bonuses were targeted at 35% of salary for
officers, 50% for senior officers, 55% for the Chief Operating Officer and 65%
of salary for the Chief Executive Officer.

2000 target bonuses for officers were based upon pre-tax, pre-incentive
profits of the Company as a whole or its principal U.S. operating subsidiary.
The target bonus for the officer managing Canadian operations was based on the
profits of the Canadian operations. In 2000, performance criteria established
at the beginning of the year for the Company, as a whole and its principal
U.S. operating subsidiary, were not met. Neither the Chief Executive Officer
nor any of the other Named Executives earned any bonuses for 2000 under the
plan. A discretionary bonus was paid to the new Chief Executive Officer in
recognition of his promotion and in lieu of paying him a competitive salary as
discussed below.

Long-Term Incentive Compensation

In June, 2000, the Compensation Committee approved grants of incentive and
non-qualified stock options to officers and senior management, at an exercise
price of $4.71875 per share, the closing price on the date of grant. One-
fourth of the options vested on July 15, 2000 and the remaining options vest
in equal installments on May 16, 2001, 2002 and 2003. The options expire on
May 16, 2007.

The stock option grants were deemed to be consistent with the objective of
aligning the interests of officers with the long-term interests of the
Company's shareholders. The grants were also in keeping with the general
policy of pay-for-performance and the policy that an even greater portion of
the total potential compensation for officers generally, and even more so for
the Named Executives, should be tied to performance.

The share awards were based upon the principle that the officers are the key
executives who can increase the Company's profits, thereby benefiting the
Company's shareholders. In making its decision to grant options in 2000, the
Committee considered the terms and amount of options and restricted stock
awards already held by the Named Executives, and determined that the
additional grants were appropriate to provide an incentive to management,
including Named Executives, to accelerate the return of the Company to
profitability. Allocation among officers was based upon a subjective judgment
of the relative contribution that would be made by the individual executives.
The awards to the Named Executives are disclosed in the preceding "Options/SAR
Grants Table."

CEO Compensation

Mr. Curry resigned his positions and retired on January 24, 2000 with the
approval of the Board of Directors. He thereupon became entitled to the
severance and benefits described in the preceding "Employment Agreements and
Change-In-Control Arrangements."

Mr. G. Robert Evans, a member of the Board of Directors, was elected Vice
Chairman and Chief Executive Officer, pending a review of internal and
external candidates for the CEO position with the help of a search firm. Mr.
Evans was given an annual salary of $457,028 and a target bonus of 65% of
salary, the same as the former CEO. The Committee based its decision on the
prior review of Mr. Curry's salary and bonus, and review of peer group
compensation. No target bonus was earned.

In addition, Mr. Evans was granted a restricted stock award for 15,000
shares, which will vest if the average closing price of the Company's stock
equals or exceeds $10.03 per share for ten consecutive trading days on or
prior to May 12, 2002. This represents a 42% premium over the closing price of
the stock on the date of grant. In addition, Mr. Evans was granted stock
options for 50,000 shares, having an exercise price of $7.0625 per share, the
fair market value of the date of grant, which vested in full on May 14, 2000.
Mr. Evans was granted one-half the number of option shares most-recently
granted to Mr. Curry on the basis that Mr. Evans was making a one year
commitment to serve as CEO and then to serve in support of the new CEO for an
undefined period thereafter.

On May 8, 2000, Mr. Patrick H. Blake was named to succeed Mr. Evans as CEO.
At that time, Mr. Evans' salary was reduced to $120,000 and a one-time payment
of $100,000 was made to him. Mr. Blake was given a salary of $350,000, which
was recognized as substantially below the median compensation paid by peer
companies for the position. In lieu of a competitive salary, the Committee
recommended an immediate payment of $400,000. Such compensation was intended
to recognize his past efforts and provide an incentive for Mr. Blake to
maximize short-term performance by giving him a one-time bonus to pay down
loans on Company stock and by keeping his salary substantially below market
until the Company's performance improves.

Policy on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code generally limits the
deductibility of certain compensation paid to the chief executive officer or
any of the four other most highly compensated executives as of the end of the
fiscal year in excess of $1 million annually. There is an exception for
certain performance-based compensation established and administered by
"outside directors" defined in Section 162(m). Because Mr. O'Brien was an
officer of the Company's principal operating subsidiary more than twenty years
ago, he may not qualify as an outside director. Accordingly, a separate
Compensation Committee, which excludes Mr. O'Brien, acts on all matters
(including the options and restricted stock grants to executive officers
referred to earlier) which may qualify for the performance-based compensation
exemption under Section 162(m).

The Company's Compensation Committee has adopted the general policy that
compensation paid to the officers subject to the deductibility limitation
should be structured so as to maximize the deductibility of such compensation
for federal income tax purposes. Currently, the Committee expects that all
compensation paid to executive officers will be deductible. The Committee,
however, reserves the discretion to pay compensation to executive officers
that may not be deductible.

THE COMPENSATION COMMITTEE

Robert W. Hatch, Chairman Raymond F. O'Brien
James B. Malloy William D. Walsh

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Members of the Compensation Committee have been independent directors of the
Company and have had no other relationships with the Company and its
subsidiaries, except that Mr. O'Brien previously served as an officer of the
Company's principal operating subsidiary from 1962 to 1975.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Company consists of three independent directors
who are responsible for engaging the independent auditors and assuring that
management fulfills its responsibilities in the preparation of the financial
statements. The Audit Committee has fulfilled its responsibilities, outlined
in the formal written charter that is attached as Appendix 1 to this proxy
statement.

The Audit Committee has:

. Reviewed and discussed the audited financial statements as of and for
the year ended December 31, 2000 with management.

. Discussed with Arthur Andersen LLP, the Company's independent auditors,
the matters required to be discussed by Statement of Auditing Standards
61, "Communication with Audit Committees."

. Received and reviewed the written disclosures and the letter from Arthur
Andersen LLP required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees."

. Has discussed with Arthur Andersen LLP their independence from the
Company and its management.

Based upon the Audit Committee's review of the financial statements as of
and for the year ended December 31, 2000 and discussions with both management
and Arthur Andersen LLP, the Audit Committee has recommended to the Board of
Directors that the financial statements be included in the Company's Annual
Report on Form 10-K.

The following is a summary of fees paid to Arthur Andersen LLP for the year
ended December 31, 2000:

Audit.............................................................. $268,406
Financial Systems Design and implementation........................ -0-
All Other.......................................................... 529,629
--------
Total Fees......................................................... $798,035
========

The Audit Committee has considered and determined that the fees for services
other than the audit are compatible with maintaining the accountants'
independence.

THE AUDIT COMMITTEE

John M. Lillie, Chairman
Paul B. Guenther
William D. Walsh

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company believes that during 2000 its executive officers and directors
timely complied with all filing requirements of Section 16(a) of the
Securities and Exchange Act of 1934.

PERFORMANCE GRAPH

Consolidated Freightways Corporation, S&P SmallCap 600 Index and
S&P SmallCap Trucking Index

The graph assumes that $100 was invested on November 13, 1996, the date on
which "when-issued" trading commenced in the Company's Common Stock, in each
of the Company's Common Stock ("CFWY"), the S&P SmallCap 600 Index and the S&P
SmallCap Trucking Index, and that dividends in the two indexes were
reinvested. Prices used in the graph for November 13, 1996 for the two indexes
which only report prices as of the last day of each month, are from October
31, 1996.

COMPARISON OF 49 MONTH CUMULATIVE TOTAL RETURN
Among Consolidated Freightways Corporation, the S&P Small Cap 600
Index and the S&P Small Cap Trucking Index

[PERFORMANCE GRAPH APPEARS HERE]

Cumulative Total Return

11/13/96 12/96 12/97 12/98 12/99 12/00
CONSOLIDATED FREIGHTWAYS CORPORATION 100.00 147.92 227.08 264.58 132.30 69.80
S & P SMALLCAP 600 100.00 106.43 133.65 137.30 154.33 172.54
S & P SMALL CAP TRUCKING 100.00 107.13 137.72 130.96 153.31 221.27

CONFIDENTIAL VOTING

The Board of Directors has adopted a confidential voting policy. Under this
policy, all proxies, ballots and voting materials that identify the votes of
specific shareholders will be kept confidential from the Company except as may
be required by law or to assist in the pursuit or defense of claims or
judicial actions, and except in the event of a contested proxy solicitation.
In addition, comments written on proxies, ballots, or other voting materials,
together with the name and address of the commenting shareholder, will be made
available to the Company without reference to the vote of the shareholder,
except where such vote is included in the comment or disclosure is necessary
to understand the comment. Certain vote tabulation information may also be
made available to the Company, provided that the Company is unable to
determine how any particular shareholder voted.

Access to proxies, ballots and other shareholder voting records will be
limited to inspectors of election who are not employees of the Company and to
certain Company employees and agents engaged in the receipt, count and
tabulation of proxies.

SUBMISSION OF SHAREHOLDER PROPOSALS

Under the rules of the Securities and Exchange Commission, shareholder
proposals intended for inclusion in next year's proxy statement must be
directed to the Corporate Secretary, Consolidated Freightways Corporation, at
16400 S.E. CF Way, Vancouver, Washington, 98683 and must be received by
December 3, 2001. With respect to shareholder proposals not intended to be
included in the proxy statement or nominations of persons for election to the
Board, the Company's Bylaws require that advance notice of such proposals and
nominations be given to the Corporate Secretary no later than the close of
business on the 45th day and no earlier than the close of business on the 75th
day prior to the first anniversary of the day on which proxy materials for the
prior year's annual meeting were first mailed to shareholders. Proposals and
nominations received outside of this period will not be eligible to be raised
or voted upon at the meeting. Any notice of a proposal or nomination must
include certain information about the shareholder, the proposal and nominee as
well as the written consent of any nominee, all as required by the Bylaws of
the Company. A copy of these Bylaw provisions may be obtained without charge
by writing to the Corporate Secretary.

OTHER MATTERS

The Company will furnish to interested shareholders, free of charge, a copy
of its 2000 Annual Report on Form 10-K that is filed with the Securities and
Exchange Commission. Please direct your written request to the Corporate
Secretary, Consolidated Freightways Corporation, P.O. Box 871570, Vancouver,
Washington, 98687-1570.

The Company will pay the expense of proxy solicitation. The solicitation is
being made by mail and may also be made by telephone, facsimile, or personally
by directors, officers, and regular employees of the Company who will receive
no extra compensation for their services. The Company has engaged Innisfree
M&A Incorporated to assist in the solicitation of proxies, for which the
Company will pay a fee of $1,500. The Company will also reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy material to beneficial owners of
the Company's Common Stock.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ MARYLA R. FITCH
Vice President and Secretary

April 3, 2001

APPENDIX 1

CONSOLIDATED FREIGHTWAYS CORPORATION

AUDIT COMMITTEE CHARTER

Statement of Policy

The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the Board in fulfilling its oversight responsibilities
by reviewing financial information which will be provided to the shareholders
and others, the systems of internal controls which management and the Board of
Directors have established, and the audit process. In doing so, it is the
responsibility of the Audit Committee to provide an open avenue of
communication between the Board of Directors, management, the internal
auditors and the independent accountants.

Membership

The Audit Committee shall be comprised of:

. At least three independent directors. A director will not be considered
independent if, among other things, he or she has:

. Been employed by the corporation or its affiliates in the current or
past three years;

. Accepted compensation from the corporation or its affiliates in
excess of $60,000 during the previous fiscal year (except for board
service, retirement plan benefits, or non-discretionary
compensation);

. An immediate family member who is, or has been in the past three
years, employed by the corporation or its affiliates as an executive
officer.

. Been a partner, controlling shareholder or an executive officer of
any for-profit business to which the corporation made, or from which
it received, payments (other than those which arise solely from
investments in the corporation's securities) that exceed five
percent of the organization's consolidated gross revenues for that
year, or $200,000, whichever is more, in any of the past three
years; or

. Been employed as an executive of another entity where any of the
corporation's executives serve on that entity's compensation
committee.

. All directors must be able to read and understand fundamental financial
statements, including a company's balance sheet, income statement, and
cash flow statement.

. At least one director must have past employment experience in finance or
accounting, requisite professional certification in accounting, or other
comparable experience or background, including a current or past
position as a chief executive or financial officer or other senior
officer with financial oversight responsibilities.

Responsibilities

The duties and responsibilities of the Audit Committee of the Board of
Directors of Consolidated Freightways Corporation are to:

. Recommend to the Board of Directors the engagement, retention and
discharge of the independent auditors.

. Review the annual financial statements and the results of the audit with
management and the independent auditors.

. Review and approve the arrangements for the annual independent audit,
including the proposed scope of the audit and related fees.

. Review and assess the adequacy of their charter on an annual basis.

. Meet with the independent auditors during each year without the presence
of management, at such times as the chairman of the committee may
direct.

. Annually disclose in the proxy statement that the audit committee meets
or exceeds the certification requirements of the SEC.

. Review with management and the independent auditors the recommendations
made by the independent auditors relating to proposed changes in
accounting procedures and internal accounting controls.

Review proposed internal audit plans for the coming year, receive progress
reports on the audit plan, and review a summary of findings for the completed
audits.

[LOGO OF CONSOLIDATED FREIGHTWAYS CORPORATION]

[RECYCLING LOGO]
Recycled Paper

CONSOLIDATED
FREIGHTWAYS
CORPORATION

CONSOLIDATED FREIGHTWAYS CORPORATION

P R O X Y

This Proxy is Solicited on Behalf of the Board of Directors
of Consolidated Freightways Corporation

The undersigned appoints Thomas A. Paulsen, Stephen D. Richards, Robert E.
Wrightson and each of them, the proxies of the undersigned, with full power of
substitution, to vote the stock of CONSOLIDATED FREIGHTWAYS CORPORATION, which
the undersigned may be entitled to vote at the Annual Meeting of Shareholders to
be held on Tuesday, May 15,2001 at 10:00 A.M. or at any adjournments or
postponements thereof. The proxies are authorized to vote in their discretion
upon such other business as may properly come before the meeting and any and all
adjournments or postponements thereof.

You are encouraged to specify your choice by marking the appropriate box,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors recommendations.

This proxy when properly executed, will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR the election of
directors set forth on the reverse side of this card and FOR ratification of
appointment of independent auditors.

For participants in the Company's 401k Plan, Stock and Savings Plan and CF
AirFreight Savings Plan, any shares held in the share owner's account on the
record date will be voted by the applicable trustee of the applicable plan in
accordance with the participant's instructions or if no instructions are given,
such shares will be voted in the same proportion as all other shares in the plan
for which instructions are received. The trustees will vote in their discretion
upon other business as may properly come before the meeting.

CONSOLIDATED FREIGHTWAYS CORPORATION
P.O. BOX 11007
NEW YORK, N.Y. 10203-0007

(Continued and to be signed on other side)

Consolidated Freightways Corporation
16400 S.E.CF Way
Vancouver, Washington 98683

DEAR SHAREHOLDER:

The Annual Meeting of Shareholders of Consolidated Freightways Corporation ("the
Company ") will be held at 10:00 A.M., Pacific Daylight Time, on Tuesday, May
15,2001,at The Heathman Lodge, 7801 N.E. Greenwood Drive, Vancouver, Washington,
to:

1. Elect three Group 2 directors for a three-year term;

2. Ratify appointment of Arthur Andersen LLP as independent auditors of the
Company; and

3. Transact any other business properly brought before the meeting and any
adjournment or postponement thereof.

Shareholders of record at the close of business on March 16,2001,re entitled to
notice of and to vote at the meeting.

Your vote is important. Whether or not you plan to attend, I urge you to
SIGN,DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, in order
that as many shares as possible will be represented at the meeting. If you
attend the meeting and prefer to vote in person, you will be able to do so and
your vote at the meeting will revoke any proxy you may submit.

Sincerely,

MARYLA R.FITCH
Vice President and Secretary

April 3,2001

Detach Proxy Card Here
- ----------------------------------------------------------------------------------------------------------------------------------

The Board of Directors recommends a vote FOR the election of directors and FOR the ratification of appointment of independent
auditors.

1. Election of three Group FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
2 directors for a three-year term listed below. for all nominees listed below.

Nominees: Patrick H. Blake, Paul B. Guenther, William D. Walsh
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and strike a line through that
nominee's name.)

2. Ratify appointment of Arthur Andersen LLP as The proxies are hereby authorized to vote in their discretion upon such
independent auditors of the Company. other matters as may properly come before the meeting and any
adjournments or postponements thereof.

FOR AGAINST ABSTAIN

Change of Address and/or
Comments Mark Here x

Note: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.

Dated ___________________________________________________, 2001

Signature ________________________________________________

Please Mark, Sign, Date and Return the Proxy Card Promptly Votes must be indicated
Using the Enclosed Envelope. (x) in Black or Blue ink. X

Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning it in the Enclosed Envelope