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

                          December 11, 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 MATTERS


On December 6, 2006, General Motors Corporation and the Company completed the
valuation of their logistics joint venture, Vector SCM, LLC ("Vector"),
establishing a fair value for Vector of $96.4 million.  The valuation will
result in the Company receiving a purchase price of $84.8 million for the
Company's membership interest in Vector, with the transaction scheduled for
completion on January 5, 2007.

A copy of the press release issued by the Company announcing completion of
the valuation is attached as Exhibit 99.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit No.             Description
- -----------             ------------------
Exhibit 99              December 11, 2006 Press Release





                         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)

December 11, 2006       /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Senior Vice President,
                        General Counsel & Secretary

EX-99

EXHIBIT 99



                                                                 NEWS RELEASE
                                                                    Contacts:
                               Investors: Patrick Fossenier   1+ 650-378-5353
                                    News Media: Gary Frantz   1+ 650-378-5335




      CON-WAY AND GENERAL MOTORS AGREE ON VALUATION FOR VECTOR SCM, LLC


  Vector's value set at $96.4 million; Con-way to receive proceeds of $84.8

                     million for its membership interest



SAN MATEO, Calif. - Dec. 11, 2006 - Con-way Inc. (NYSE: CNW) announced today

that it has completed with General Motors Corp. (NYSE: GM) the valuation of

their logistics joint venture, Vector SCM, LLC (Vector), establishing a fair

value for Vector of $96.4 million.



On June 23, 2006, GM notified Con-way of its intent to exercise its call

right under the Vector agreements. The call right entitled GM to purchase

from Con-way the membership interest in Vector held by Menlo Worldwide, LLC.

Menlo Worldwide, LLC is Con-way's global contract logistics subsidiary.



Under the terms of the Vector agreements, each party initially engaged a

financial advisor to develop a valuation for Vector.  An independent third-

party financial advisor then considered the initial valuations proposed by

each company, and established a final valuation.



The valuation will result in Con-way receiving a purchase price of $84.8

million for Menlo's membership interest in Vector, with the transaction

scheduled for completion on January 5, 2007.



Con-way expects to report a net gain from the transaction in 2006 fourth

quarter results, based on Vector's classification as an equity-method

investment.



Vector was formed as a joint venture between the two firms in December 2000

to deliver lead logistics provider services for GM's global supply chain.



As part of the agreement to sell its membership interest in Vector, Menlo

Worldwide will assume all commercialized contracts where Vector was providing

services to non-GM entities.



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, freight brokerage, contract logistics, warehousing, supply

chain management and trailer manufacturing. For more information about Con-

way, visit www.con-way.com.