S-8

As filed with the Securities and Exchange Commission on April 22, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CONSOLIDATED FREIGHTWAYS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	77-0425334
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

16400 S.E. CF Way Vancouver, WA	98683
(Address of Principal Executive Offices)	(Zip Code)

Consolidated Freightways Corporation Stock and Savings Plan

(Full title of plan)

Stephen D. Richards

Consolidated Freightways Corporation

16400 S.E. CF Way

Vancouver, WA 98683

(Name and address of agent for service)

Telephone number, including area code, of agent for service:    (360) 448-4000

Copy to:

John R. Thomas

Stoel Rives LLP

900 SW Fifth Avenue, Suite 2600

Portland, Oregon 97204-1268

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock (par value $0.01)	3,500,000(2)	$4.1045	$14,365,750	$1,322

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”). The calculation of the registration fee for the shares is based on $4.1045, which was the average of the high and low prices of the Common Stock on April 19, 2002, as reported on The Nasdaq National Market’s website for its issues.

(2) In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents By Reference.

The following documents filed by Consolidated Freightways Corporation (the “Company”) with the Securities and Exchange Commission are incorporated herein by reference:

(a)  The Company’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited consolidated financial statements for the Company’s latest fiscal year for which such statements have been filed.

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above.

(c)  The description of the authorized capital stock of the Company contained in the Company’s registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.

Item 4.    Description of Securities.

Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

Stephen D. Richards, Senior Vice President and General Counsel of the Company, is providing the required opinion regarding the legality of the securities being registered (see Exhibit 5.2 to this Registration Statement). Mr. Richards owns 69,466 shares of the Company’s common stock and holds options to purchase an additional 109,020 shares of the Company’s common stock. In addition, Mr. Richards has the right to acquire 13,000 shares of the Company’s common stock pursuant to a restricted stock award in the event the price of the Company’s common stock reaches a specified target price. Under the Consolidated Freightways Corporation Stock and Savings Plan (the “Plan”), Mr. Richards may elect to purchase the Company’s common stock and may receive matching contributions from the Company of the Company’s common stock.

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Item 6.    Indemnification of Directors and Officers.

Limitation of Liability

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation’s certificate of incorporation to include a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit. As permitted by Section 102(b)(7) of the DGCL, the Company’s Certificate of Incorporation provides that the Company’s directors shall not be liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is determined.

Indemnification and Insurance

The Company’s Certificate of Incorporation and Bylaws provide that the Company shall indemnify its directors and officers to the full extent permitted by the law of the State of Delaware. Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made by a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court

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of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The Company has obtained an insurance policy that insures its directors and officers against certain liabilities.

Item 7.    Exemption From Registration Claimed.

Not Applicable.

Item 8.    Exhibits.

4.1	(1)	Amended and Restated Certificate of Incorporation of the Company.
4.2	(2)	Amended and Restated Bylaws of the Company.
5.1		Internal Revenue Service Determination Letter.
5.2		Opinion of Counsel of Consolidated Freightways Corporation.
23.1		Consent of Arthur Andersen LLP, independent public accountants.
23.2		Consent of Counsel for Consolidated Freightways Corporation (included in Exhibit 5.2).
24.1		Powers of Attorney.

(1) Document incorporated by reference to Exhibit 3.1 to the Company’s Form 10 filed October 2, 1996.

(2) Document incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

Item 9.    Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as

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expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, State of Washington, on April 19, 2002.

CONSOLIDATED FREIGHTWAYS CORPORATION
By:	/s/    STEPHEN D. RICHARDS
	Stephen D. Richards Senior Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 19, 2002.

Signature	Title
(1) Principal Executive Officer:
/s/    PATRICK H. BLAKE          Patrick H. Blake	President, Chief Executive Officer and Director

(2) Principal Financial Officer:

/s/    ROBERT E. WRIGHTSON          Robert E. Wrightson Executive Vice President and Chief Financial Officer

(3) Principal Accounting Officer:

/s/    JAMES R. TENER          James R. Tener Vice President and Controller

(4) Directors:

      * G. ROBERT EVANS          G. Robert Evans Director

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Paul B. Guenther	Director
* ROBERT W. HATCH          Robert W. Hatch	Director
* HENRY C. MONTGOMERY          Henry C. Montgomery	Director
* JAMES B. MALLOY          James B. Malloy	Director
* WILLIAM D. WALSH          William D. Walsh	Director

*By:	/s/    STEPHEN D. RICHARDS
	Stephen D. Richards Attorney-in-Fact

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Pursuant to the requirements of the Securities Act of 1933, as amended, the members of the Administrative Committee of the Plan have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the dates indicated below, in the City of Vancouver, State of Washington.

CONSOLIDATED FREIGHTWAYS CORPORATION STOCK AND SAVINGS PLAN ADMINISTRATIVE COMMITTEE

/s/    STEPHEN D. RICHARDS         Stephen D. Richards	April 19, 2002
/s/    ROBERT E. WRIGHTSON       Robert E.Wrightson	April 19, 2002
/s/    KERRY K. MORGAN         Kerry K. Morgan	April 19, 2002

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EXHIBIT INDEX

Exhibit Number	Document Description
4.1(1)	Amended and Restated Certificate of Incorporation of the Company.
4.2(2)	Amended and Restated Bylaws of the Company.
5.1	Internal Revenue Service Determination Letter.
5.2	Opinion of Counsel of Consolidated Freightways Corporation.
23.1	Consent of Arthur Andersen LLP, independent public accountants.
23.2	Consent of Counsel for Consolidated Freightways Corporation (included in Exhibit 5.2).
24.1	Powers of Attorney.

(1) Document incorporated by reference to Exhibit 3.1 to the Company’s Form 10 filed October 2, 1996.

(2) Document incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

EX-5.1

EXHIBIT 5.1

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
Date: Nov-2 2001	Employer Identification Number:
	77-0425334
CONSOLIDATED FREIGHTWAYS	DLN: 17007089009041
CORPORATION	Person to Contact:
C/O GREGORY H MACPHERSON	GEORGE D. BRIM                                 ID# 11154
STOEL RIVES LLP	Contact Telephone Number:
900 SW FIFTH AVE STE 2600	(877) 829-5500
PORTLAND, OR 97204	Plan Name:
	CONSOLIDATED FREIGHTWAYS
	CORPORATION STOCK AND SAVINGS PLAN
	Plan Number: 002

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated September 27, 2001. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination letter is applicable for the amendment(s) executed on April 20, 2000.

This determination letter is also applicable for the amendment(s) dated on March 20, 2001.

This determination letter considers the information submitted in your letter dated March 22, 2001.

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,
By:	/s/    PAUL T. SHULTZ
	Paul T. Shultz Director, Employee Plans Rulings & Agreements

Enclosures:

Publication 794

EX-5.2

EXHIBIT 5.2

April 19, 2002

Consolidated Freightways Corporation

16400 S.E. CF Way

Vancouver, WA 98683

I am General Counsel of Consolidated Freightways Corporation (the “Company”) and am rendering this opinion with respect to certain matters in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 3,500,000 shares of the Company’s Common Stock, $0.01 par value (the “Shares”) pursuant to its Consolidated Freightways Corporation Stock and Savings Plan (the “Plan”).

In connection with this opinion, I have examined the Registration Statement and related Prospectus, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and such other documents, records certificates, memoranda and other instruments as I deem necessary as a basis for this opinion. I have assumed the genuineness and authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, I am of the 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, when and if sold in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid and nonassessable.

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

Very truly yours,

/s/    STEPHEN D. RICHARDS        

Stephen D. Richards

Senior Vice President and General Counsel

Consolidated Freightways Corporation

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated April 12, 2002 included in Consolidated Freightways Corporation’s Form 10-K for the year ended December 31, 2001 (File No.1-12149), and to all references to our firm included in the registration statement.            

AR THUR ANDERSEN LLP

Portland, Oregon

April 19, 2002

EX-24.1

EXHIBIT 24.1.1

POWER OF ATTORNEY

(CFC Stock and Savings Plan)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Consolidated Freightways Corporation (the “Company”) does hereby constitute and appoint Stephen D. Richards his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company issuable pursuant to the Consolidated Freightways Corporation Stock and Savings Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: November 19, 2001

By:	/s/    G. ROBERT EVANS
	G. Robert Evans

EXHIBIT 24.1.2

POWER OF ATTORNEY

(CFC Stock and Savings Plan)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Consolidated Freightways Corporation (the “Company”) does hereby constitute and appoint Stephen D. Richards his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company issuable pursuant to the Consolidated Freightways Corporation Stock and Savings Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: November 19, 2001

By:	/s/    ROBERT W. HATCH
	Robert W. Hatch

EXHIBIT 24.1.3

POWER OF ATTORNEY

(CFC Stock and Savings Plan)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Consolidated Freightways Corporation (the “Company”) does hereby constitute and appoint Stephen D. Richards his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company issuable pursuant to the Consolidated Freightways Corporation Stock and Savings Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: November 23, 2001

By:	/s/    HENRY C. MONTGOMERY
	Henry C. Montgomery

EXHIBIT 24.1.4

POWER OF ATTORNEY

(CFC Stock and Savings Plan)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Consolidated Freightways Corporation (the “Company”) does hereby constitute and appoint Stephen D. Richards his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company issuable pursuant to the Consolidated Freightways Corporation Stock and Savings Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: November 19, 2001

By:	/s/    WILLIAM D. WALSH
	William D. Walsh

EXHIBIT 24.1.5

POWER OF ATTORNEY

(CFC Stock and Savings Plan)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Consolidated Freightways Corporation (the “Company”) does hereby constitute and appoint Stephen D. Richards his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company issuable pursuant to the Consolidated Freightways Corporation Stock and Savings Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of the Company or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: November 19, 2001

By:	/s/    JAMES B. MALLOY
	James B. Malloy