Exhibit 10.9



                    CONSOLIDATED FREIGHTWAYS
                 SENIOR EXECUTIVE INCENTIVE PLAN
                            FOR 1997



THE PLAN

In order to motivate certain employees of Consolidated
Freightways (CF) more effectively and efficiently, Consolidated
Freightways Corporation of Delaware (CFCD) establishes an
Incentive Plan (Plan) under which payments will be made to
designated eligible senior executive personnel out of calendar
year 1997 Incentive Profits.


DESIGNATION OF PARTICIPANTS

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


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 1997 Plan during the 1997 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 CFCD
or any of its subsidiaries and (ii) a Plan participant.


     EXCEPTION 1.  A Plan participant who is employed by CFCD
     through December 31, 1997 but leaves that employment or
     otherwise becomes ineligible after December 31, 1997 but
     before the final payment is made relating to 1997, unless
     terminated for cause, shall be entitled to receive payments
     under this Plan resulting from 1997 Incentive Profits.

     EXCEPTION 2.  An appropriate pro rata payment will be made
     (1) to a Plan participant who retires prior to December 31,
     1997 pursuant to the Consolidated Freightways Corporation
     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, 1997 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, 1997, or (4) to an eligible Plan participant
     who is transferred to another subsidiary of Consolidated
     Freightways Corporation and who remains an employee through
     December 31, 1997.


METHOD OF PAYMENT

Participants will earn 25% of their assigned incentive
participation factor by accomplishing their location-specific
assigned goals.  The remainder of their incentive participation
factor will be earned based on a multiplier as determined by
total company pre-tax, pre-incentive profit ratio applied to the
25% of participation factor.

Incentive from location-specific goals will be earned ratably.
The multiplier will be earned prorata between the operating ratio
increments.


DATE OF PAYMENT

The President of CFCD may authorize a partial payment of the
estimated annual earned incentive, in December, 1997.  The final
payment to eligible participants, less any previous partial
payment, will be made on or before March 15, 1998.


INCENTIVE PROFIT

Incentive Profit is defined as the pre-tax earnings of
Consolidated Freightways before deducting any amounts expensed
under this or any similar incentive plan, before deducting any
amounts expensed under the restricted stock plan and before
deducting income taxes, but after deducting expenses incurred
from any bonus plan(s).


ANNUAL COMPENSATION

Annual Compensation for incentive purposes for each Plan
participant is his annualized salary or hourly base pay before
any incentive, overtime, or other special compensation as of the
first pay period following the date the participant becomes
eligible to participate in this Plan.


MAXIMUM PAYMENT

Payments under this Plan are not limited by each participant's
participation factor.


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 CFCD 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 1997 only.