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

                           October 17, 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 1.01   Entry into a Material Definitive Agreement

On October 13, 2006 the Company's Board of Directors approved certain changes
to  the  Company's  pension and retirement benefits programs, to be effective
January 1, 2007.  These  changes are described in the press release issued by
the Company on October 17,  2006, a copy of which is attached as Exhibit 99.1
to this Form 8-K.

Among the changes approved was  the adoption of a new supplemental retirement
savings plan in which all employees  who  are subject to the Internal Revenue
Code limitations on benefits available under  qualified  defined contribution
plans, or who contribute to the Company's 2005 Deferred Compensation Plan for
Executives,  will  be  automatically  enrolled. The new plan is  intended  to
provide to participants the excess of (i)  the  benefits that would have been
available  under  the Company's defined contribution  plan  if  the  Internal
Revenue  Code  limitations   did  not  apply  and  the  participant  did  not
participate in the 2005 Deferred  Compensation Plan for Executives, over (ii)
the benefits actually available to  those  participants  under  the Company's
defined contribution plan.

The  new  supplemental retirement savings plan document will be prepared  and
submitted to  the  Company's  Board  of  Directors  for approval prior to the
January 1, 2007 effective date.

Item 7.01   Regulation FD Disclosure

On October 17, 2006, the Company issued the press release attached as Exhibit
99.1 to this Form 8-K, which is incorporated by reference. The press release
describes certain changes to the Company's pension and retirement benefits
programs that the Company's Board of Directors approved on October 13, 2006.
This Report and the Exhibit are furnished to, and not filed with, the
Commission.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits


Exhibit No.         Description
- -----------         ----------------------------------------
99.1                Press Release dated October 17, 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)

October 17, 2006        /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Senior Vice President,
                        General Counsel & Secretary

EX-99

Exhibit 99.1

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



CON-WAY INC. ANNOUNCES CHANGES TO EMPLOYEE PENSION PROGRAM, EXPANDED FUNDING

                       FOR 40I(K) RETIREMENT BENEFITS



SAN MATEO, Calif. - October 17, 2006-Con-way Inc. (NYSE:CNW) announced today

that its Board of Directors has approved changes to the company's pension and

retirement benefits programs. The changes are intended to preserve and

protect the retirement benefits earned by existing employees under the

company's defined benefit pension plan, while introducing an expanded defined

contribution plan that will provide additional company funds for employee

401(k) savings accounts, and a larger company match on employee 401(k)

contributions.



The enhanced retirement benefits program approved by the Board has the

following major provisions, which take effect January 1, 2007:



*  As of December 31, 2006 no new employees will be eligible to join the

   defined benefit pension plan.  Employees who are participants in the

   pension plan as of December 31 will retain all benefits and credited

   service time earned, with credited service capped as of December 31.

   Vesting rules do not change. As pay grows, the future pension benefit for

   eligible employees can continue to grow for the next 10 years, after which

   the benefit will be capped.  The company will continue to fund the pension

   plan with annual contributions sufficient to ensure future benefit

   obligations are met.



*  Benefits paid under the pension plan are determined based on years of

   credited service and final average pay.  Final average pay will be

   calculated from the five highest years of earnings in the past 10 years

   preceding retirement. The average pay calculation will include regular pay

   and incentive compensation paid to the employee.



*  The company's matching contribution to the employee's 401(k) account will

   double from the current level of 50 percent of the first 3 percent of the

   employee's pay, to 50 percent of the first 6 percent.



*  The company will make a new Basic Contribution to the 401(k) accounts of

   all employees. This new contribution will equal 3 to 5 percent of the

   employee's pay, depending on years of service. The contribution will be

   paid quarterly in every succeeding year of employment, and will vest

   immediately. This is in addition to the regular company matching

   contribution.



*  The company will make a new Transition Contribution to the 401(k) accounts

   of qualifying employees.  The Transition Contribution amount will equal 1

   to 3 percent of the employee's pay, depending on combined age and years of

   service as of December 31, 2006.  The contribution will be paid quarterly

   in every succeeding year of employment. This new contribution will vest

   immediately, and is in addition to the regular company matching

   contribution.



*  For qualifying employees age 45 and older, with a minimum five years of

   service, the company is increasing its contribution to the employee's

   retiree health savings account.



*  The company will introduce a new supplemental retirement savings plan,

   which is an additional retirement savings vehicle designed to enable all

   employees to fully benefit from these changes.



"Our pension plan is well funded and on solid financial ground," said Douglas

W. Stotlar, Con-way president and CEO. "We are taking these steps today to

ensure that it remains so, while providing our employees with greatly

enhanced benefits in an expanded retirement savings program that rivals the

best in any industry."



The changes are intended to reduce the company's exposure to pension cost

volatility and make pension plan expenses more predictable. "Pension plans

are under pressure from market forces and legislative and regulatory

mandates," Stotlar noted. "With the changes announced today, we're in a

better position to manage the challenges, while continuing to provide

eligible employees with a pension benefit as part of their overall retirement

package."



"This is a prudent decision for our employees and our collective future,"

Stotlar said. "It  preserves pension benefits already earned, increases the

company's cash contributions to employee 401(k) accounts, and provides a more

flexible and valuable mechanism for employees to save towards retirement."



 "Our objective is to ensure that Con-way remains a financially strong

service leader, providing good, stable jobs and a competitive retirement plan

for our employees, as well as consistent returns for shareholders, not only

today, but tomorrow and for many years to come," he concluded.



The company said the pension plan changes and the transition to the expanded

Retirement Savings Plan with its enhanced 401(k) features will result in a

nominal increase in pension and retirement expense for 2007, which should

moderate in future years.  The cash flow effect of the changes is expected to

be neutral as well.  For 2006, the company will make a total of $75 million

in contributions to the defined benefit pension plan.



Con-way Inc. (NYSE:CNW) is a $ 4.2 billion freight transportation and

logistics company with businesses in less-than-truckload and full truckload

freight services, brokerage, logistics, warehousing, supply chain management

and trailer manufacturing. The company and its subsidiaries operate across

North America and in 20 countries. Further information about Con-way Inc. and

additional press releases are available via the Internet at www.con-way.com.



FORWARD-LOOKING STATEMENTS


Certain statements in this press release constitute "forward-looking
statements" and are subject to a number of risks and uncertainties and should
not be relied upon as predictions of future events. All statements other than
statements of historical fact are forward-looking statements, including any
projections and objectives of management for future operations, any
statements concerning proposed new products or services, any statements
regarding Con-way's estimated future contributions to pension plans, any
statements as to the adequacy of reserves, any statements regarding the
outcome of any claims that may be brought against Con-way, any statements
regarding future economic conditions or performance, any statements of
estimates or belief and any statements or assumptions underlying the
foregoing. Specific factors that could cause actual results and other matters
to differ materially from those discussed in such forward-looking statements
include: changes in general business and economic conditions, the
creditworthiness of Con-way's customers and their ability to pay for services
rendered, increasing competition and pricing pressure, availability of fuel
and changes in fuel prices or fuel surcharges, the effects of the cessation
of the air carrier operations of Emery Worldwide Airlines, the possibility
that Con-way may, from time to time, be required to record impairment charges
for long-lived assets, the possibility of defaults under Con-way's $400
million credit agreement and other debt instruments (including defaults
resulting from unusual charges), and the possibility that Con-way may be
required to repay certain indebtedness in the event that the ratings assigned
to its long-term senior debt by credit rating agencies are reduced, labor
matters, enforcement of and changes in governmental regulations,
environmental and tax matters, matters relating to the 1996 spin-off of
Consolidated Freightways Corporation (CFC), including the possibility that
CFC's multi-employer pension plans may assert claims against Con-way, matters
relating to the sale of Menlo Worldwide Forwarding, Inc., including Con-way's
obligation to indemnify the buyer for certain losses in connection with the
sale, matters relating to GM's exercise of its call right to purchase Vector
SCM, LLC and matters relating to Con-way's defined benefit pension plans. The
factors included herein and in Item 7 of Con-way's 2005 Annual Report on Form
10-K as well as other filings with the Securities and Exchange Commission
could cause actual results and other matters to differ materially from those
in such forward-looking statements. As a result, no assurance can be given as
to future financial condition, cash flows, or results of operations.