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

                           May 23, 2006
            ------------------------------------------------
            Date of Report (Date of earliest event reported)

                                Con-way Inc.
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter)

         Delaware               1-5046              94-1444798
         ----------             ------              ----------
        (State or other        (Commission         (IRS Employer
        jurisdiction of        File Number)        Identification
        incorporation or                              Number)
         organization)

       2855 Campus Drive, Suite 300, San Mateo, California 94403
      -----------------------------------------------------------
                (Address of principal executive offices)
                               (zip code)

          Registrant's telephone number, including area code:
                             (650) 378-5200



- -----------------------------------------------------------------------
     (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01   OTHER EVENTS

On May 22, 2006, Con-way Inc. issued a press release announcing the
repurchase of 3.75 million shares of its common stock for approximately $221
million. Con-way acquired the shares under its previously announced $400
million share repurchase program, which was authorized by the company's Board
last month. A copy of the press release is attached hereto as Exhibit 99 and
is incorporated herein by reference.  The foregoing description of the press
release is qualified in its entirety by reference to such exhibit.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits


     Exhibit No.         Description
     -----------         ----------------------------------------
     99                  Press release issued on May 22, 2006.



                         SIGNATURES

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.

                        Con-way Inc.
                        ------------
                        (Registrant)

May 23, 2006         /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Senior Vice President,
                        General Counsel & Secretary

EX-99

EXHIBIT 99

CON-WAY INC.
2855 CAMPUS DRIVE, SUITE 300
SAN MATEO, CA 94403
(650) 378-5200
                                                                NEWS RELEASE


                                                                    Contacts:

                                                Media - Gary Frantz
                                                               (650) 378-5335

                                                Investors - Patrick Fossenier
                                                               (650) 378-5353




FOR IMMEDIATE RELEASE




               CON-WAY REPURCHASES 3.75 MILLION COMMON SHARES


 Transactions executed under recently expanded $400 million share repurchase
                                    plan


SAN MATEO, Calif. - May 22, 2006 - Con-way Inc. (NYSE:CNW) announced today

the buyback of 3.75 million shares of common stock, representing 7.2 percent

of the Company's total shares outstanding, in private transactions valued at

approximately $221 million.  Con-way acquired the shares under its previously

announced $400 million share repurchase program, which was authorized by the

company's Board last month.



"We believe our shares represent an attractive investment opportunity," said

Douglas W. Stotlar, Con-way president and CEO. "These share repurchases are

consistent with our objective of returning value directly to shareholders.

Our strong balance sheet and cash position provides us with the resources and

flexibility to execute on this shareholder value plan while implementing our

long-term growth strategies."



The company expects to utilize the balance of the share repurchase

authorization, which is effective through June 2007, to acquire additional

shares in the open market. The company also may consider other privately

negotiated transactions from time to time as opportunities present themselves

and are considered appropriate by management.



Share acquisitions under the repurchase program are expected to be made

entirely through internally available funds.



As a result of the share repurchases, the company is advising the investment

community to use 53.2 million as the average number of diluted common shares

outstanding for the second quarter of 2006.



Con-way (NYSE: CNW), is a $4.2 billion freight transportation, logistics,

supply chain management and trailer manufacturing company. Further

information about Con-way and its services, and additional press releases are

available via the Internet at www.con-way.com