8-K

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

CONSOLIDATED FREIGHTWAYS CORPORATION

Commission File Number 1-12149

Incorporated in the State of Delaware

I.R.S. Employer Identification No. 77-0425334

805 Broadway, Suite 205

Vancouver, WA 98660

Telephone Number (360) 448-4000

Item 5. Other Events.

On September 3, 2002, Consolidated Freightways Corporation (the “Company”), Consolidated Freightways Corporation of Delaware, Redwood Systems, Inc., Leland James Service Corporation, CF Airfreight Corporation and CF MovesU.com Incorporated (collectively, the “CF Debtors”) filed their voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On February 3, 2003, CFCD 2002 LLC, CFCD 2002A LLC, CFCD 2002 Member LLC and CFCD 2002A Member LLC (collectively, the “LLC Debtors” and together with the CF Debtors, the “Debtors”) filed their voluntary petitions for relief under the Bankruptcy Code. The Debtors’ chapter 11 cases are pending in the United States Bankruptcy Court for the Central District of California, Riverside Division (jointly administered under Case No. RS 02-24284 MG).

Based on guidance provided in Exchange Act Release 9660 (June 30, 1972) and Staff Legal Bulletin Number 2 (April 16, 1997), and based upon informal communications with the staff of the U.S. Securities and Exchange Commission, the Company is modifying the form of its periodic reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Specifically, in lieu of filing Forms 10Q and 10K pursuant to the Exchange Act, the Company will file under cover of Form 8K certain financial information included in monthly operating statements submitted by the Debtors to the Office of the United States Trustee for the Central District of California in connection with their chapter 11 cases pursuant to the Federal Rules of Bankruptcy Procedure and the requirements of the Office of the United States Trustee for the Central District of California.

THIS REPORT ON FORM 8K CONTAINS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT ACCOUNTANTS, ARE NOT PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. THE FINANCIAL INFORMATION INCLUDED HEREIN IS, ACCORDINGLY, ONLY REPRESENTATIVE OF THE FILING COMPANIES LISTED ABOVE. FURTHER, SUCH FINANCIAL STATEMENTS AND INFORMATION REFLECT ONLY THE OPERATIONS OF THE DEBTORS, AND THEREFORE DO NOT CONSTITUTE OR REFLECT CONSOLIDATED FINANCIAL DATA FOR THE COMPANY.

The financial statements are included as Exhibit 99.1.

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)
July 20, 2004	/s/ Kerry K. Morgan
	Kerry K. Morgan
	Vice President and Treasurer

EX-99.1

Exhibit 99.1

Consolidated Freightways Corporation

Consolidating Income Statements

For the Month Ended May 31, 2004

(Unaudited)

	Consolidated Freightways Corporation of Delaware			Consolidated Freightways Corporation			CF AirFreight Corporation			Leland James Service Corporation		Redwood Systems Inc.		CF MovesU Inc.		CFCD 2002 LLC			CFCD 2002 Member LLC		CFCD 2002A LLC			CFCD 2002A Member LLC		CFC
Revenue - Customers	$	—		$	—		$	—		$	—	$	—	$	—	$	—		$	—	$	—		$	—	$	—
Revenue - Affiliates		—			—			—			—		—		—		—			—		—			—		—
Total Revenue		—			—			—			—		—		—		—			—		—			—		—
Operating Expenses		132,729			—			—			—		—		—		—			—		—			—		132,729
Salaries, Wages, and Benefits		158,771			—			—			—		—		—		—			—		—			—		158,771
Operating Taxes and Licensing		(55,658	)		—			—			—		—		—		(1,876	)		—		—			—		(57,534	)
Claims and Insurance		26,375			—			—			—		—		—		5,059			—		1,735			—		33,169
Rents		(44,505	)		—			—			—		—		—		—			—		—			—		(44,505	)
Other G&A Expense		468,819			—			(3,570	)		—		—		—		—			—		—			—		465,249
(Gain)/Loss on Sale of Assets		448,408			—			—			—		—		—		(7,229,421	)		—		—			—		(6,781,013	)
Total Operating Expenses		1,134,939			—			(3,570	)		—		—		—		(7,226,238	)		—		1,735			—		(6,093,134	)
Operating Income (Loss)		(1,134,939	)		—			3,570			—		—		—		7,226,238			—		(1,735	)		—		6,093,134
Interest on Debt		—			—			—			—		—		—		—			—		—			—		—
Other Interest Expense		—			—			—			—		—		—		—			—		—			—		—
Interest Expense		—			—			—			—		—		—		—			—		—			—		—
Temporary Investment Interest		62,436			—			—			—		—		—		44,733			—		8,990			—		116,159
Other Interest Income		47,015			—			—			—		—		—		—			—		—			—		47,015
Interest Income		109,451			—			—			—		—		—		44,733			—		8,990			—		163,174
Other Miscellaneous, Net (a)		(56,381	)		(16,420,798	)		6,313,056			—		10,120,256		—		—			—		—			—		(43,867	)
Income (Loss) Before Taxes		(1,081,869	)		(16,420,798	)		6,316,626			—		10,120,256		—		7,270,971			—		7,255			—		6,212,441
Federal Income Tax Current		—			—			—			—		—		—		—			—		—			—		—
Federal Income Tax Deferred		—			—			—			—		—		—		—			—		—			—		—
State Income Tax Current		—			—			—			—		—		—		—			—		—			—		—
Foreign Income Tax Current		—			—			—			—		—		—		—			—		—			—		—
Income Taxes		—			—			—			—		—		—		—			—		—			—		—
Net Income (Loss)	$	(1,081,869	)	$	(16,420,798	)	$	6,316,626		$	—	$	10,120,256	$	—	$	7,270,971		$	—	$	7,255		$	—	$	6,212,441

(a) A material amount of intercompany debt among the CF debtors was cancelled during the current period pursuant to the Bankruptcy Court’s approval to consolidate the CF bankruptcy cases. In May $16.4 million of intercompany debt relating to advances to fund CF AirFreight Corporation (CFAF) and Redwood Systems Inc (RSI) operations was cancelled. On a consolidated basis, there was no net balance sheet or income statement impact from the cancellation of debt. The separate company effects, however, were $6.3 million and $10.1 million of cancellation of debt income to CFAF and RSI, respectively, and $16.4 million expense to Consolidated Freightways Corporation. The elimination and liquidation of intercompany balances and transactions is an ongoing process that will continue in future periods as the companies prepare for the complete liquidation of their assets to a liquidating trust by the end of the year, pending confirmation of the bankruptcy plan.