UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



                            FORM 8-K



                         CURRENT REPORT
        Pursuant to Section 13 or 15(d) of the Securities
                       Exchange Act of 1934

 Date of Report (Date of earliest event reported): May 22, 2002


              CONSOLIDATED FREIGHTWAYS CORPORATION

                  Commission File Number  1-12149

              Incorporated in the State of Delaware
          I.R.S. Employer Identification No. 77-0425334

             16400 S.E. CF Way, Vancouver, WA 98683
                 Telephone Number (360) 448-4000




Item 4.  Change in Registrant's Certifying Accountant.

       The   Board   of  Directors  of  Consolidated  Freightways
Corporation (the Company), based upon the recommendation  of  its
Audit  Committee, dismissed Arthur Andersen LLP (Arthur Andersen)
as its independent public accountants and engaged KPMG LLP (KPMG)
to  serve as the Company's independent public accountants for the
fiscal year 2002, effective May 22, 2002.

      Arthur  Andersen's  reports on the  Company's  consolidated
financial  statements for the years ended December 31,  2001  and
2000 did not contain an adverse opinion or disclaimer of opinion,
nor  were  they  qualified or modified as to  uncertainty,  audit
scope or accounting principles.

      During  the  years ended December 31, 2001  and  2000,  and
through  May  22, 2002, there were no disagreements  with  Arthur
Andersen  on  any matter of accounting principles  or  practices,
financial  statement disclosure, or auditing scope or  procedure,
which   disagreement,  if  not  resolved  to  Arthur   Andersen's
satisfaction, would have caused them to make a reference  to  the
subject  matter  of  the  disagreement in connection  with  their
reports on the Company's consolidated financial statements. There
were  no  reportable  events as defined in Item  304(a)(1)(v)  of
Regulation S-K.

     A letter from Arthur Andersen is attached as Exhibit 16.1.

      During  the  years ended December 31, 2001  and  2000,  the
Company  did  not  consult KPMG with respect to any  matters  set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.


Item 7.  Financial Statements and Exhibits

     (c) Exhibits

           16.1 Letter from Arthur Andersen LLP to the Securities
                and Exchange Commission, dated May 24, 2002.


                            SIGNATURE

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.

                           Consolidated Freightways Corporation
                                      (Registrant)



May 24, 2002                       /s/Robert E. Wrightson
                                   Robert E. Wrightson
                                   Executive Vice President and
                                      Chief Financial Officer