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

                           January 3, 2007
            ------------------------------------------------
            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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 3, 2007, Con-way Inc. issued a press release to update its earnings
quidance for the quarter ended December 31, 2006, which is being furnished
to the U.S. Securities and Exchange Commission. 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 January 3, 2007


                         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)

January 3, 2007         /s/ Kevin Schick
                        --------------------------
                        Kevin Schick
                        Chief Financial Officer

EX-99

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



       CON-WAY INC. REVISES EARNINGS GUIDANCE FOR FOURTH-QUARTER 2006



SAN MATEO, Calif.-January 3, 2007-Con-way Inc. (NYSE:CNW) today announced

that fourth-quarter 2006 earnings from continuing operations are expected to

be between 72 cents and 76 cents per diluted share.



The company had previously provided earnings guidance for the 2006 fourth

quarter of between 81 cents and 87 cents per diluted share.



The revised guidance for earnings from continuing operations in the fourth

quarter reflects:



*  A projected tonnage decline in the high single digits at Con-way Freight,

   the company's less-than truckload operating unit, which is slightly more

   than the earlier guidance. The period compares to an exceptionally strong

   2005 fourth quarter which posted a record tonnage gain.



*  $3.5 million, or 4 cents per diluted share, due to higher than anticipated

   costs for vehicular casualty insurance expense in the quarter.



*  $1.5 million, or 2 cents per diluted share, for a curtailment charge

   related to changes in the company's defined benefit pension plan for

   employees.



Fourth quarter guidance for earnings from continuing operations excludes an

expected gain from the sale of Vector SCM, LLC, the company's logistics joint

venture with General Motors Corp. (NYSE:GM).  As previously reported, Con-way

and GM reached agreement on a valuation for Vector, which will result in GM

paying Con-way $84.8 million for the company's membership interest, which is

held by Menlo Worldwide, LLC.  The company expects the pre-tax gain from the

transaction to be in the range of $40 million to $41 million.



Commenting on the updated guidance, Con-way President and CEO Douglas W.

Stotlar said, "The slowdown we first experienced at Con-way Freight in the

third quarter continued through the fourth quarter as the industry's

traditional peak season surge did not materialize, and customer shipping

volumes remained restrained," he noted. "Despite the tonnage decline, yield

comparisons in the LTL business were positive and are expected to show a low

single-digit increase for the quarter."



Initiatives to invigorate tonnage growth have been implemented while quality,

productivity and service performance measurements continued at near-record

levels, Stotlar added.  "In a year in which we faced many challenges, our

people delivered an extraordinary effort and continued to be recognized for a

superior service product," he noted. "We have excellent franchises in both

freight and logistics, and we have capacity. The foundation is in place for

sustainable long-term growth."



FOURTH QUARTER EARNINGS RELEASE AND CONFERENCE CALL



Con-way Inc. plans to announce its fourth-quarter financial results on

Monday, January 29 after the close of the market.  A conference call to

discuss the results will be held the following day, Tuesday, January 30, at

11:00 a.m. Eastern Standard Time (8:00 a.m. Pacific.)



The call can be accessed by dialing (866) 264-3634 or (706) 643-3632 (for

international callers) and is expected to last approximately one

hour. Callers are requested to dial in at least five minutes before the start

of the call. The call will also be available through a live internet web cast

at www.con-way.com, at the investor relations page. Related financial and

operating statistics to be discussed on the conference call are available on

the company's web site at www.con-way.com in the Investor Relations section.



An audio replay will be available for two weeks following the call by dialing

(800) 642-1687 or (706) 645-9291 (for international callers) and using access

code 3904342. The replay will also be available at the same web-casting site

providing access to the live call.



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

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

services, truckload 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, 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, 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.










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