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

                           April 24, 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 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR

On April 23, 2007, Article V of the Company's By-laws was amended in order to
qualify the Company's common stock for participation in a direct registration
system, as required by the New York Stock Exchange Listed Company Manual
effective January 1, 2008. A copy of the amended Article V, marked to show
changes, is attached as Exhibit 99.



        Exhibit No.             Description
        -----------             -----------
        Exhibit 99              Amended Article V of the Company's By-laws



                         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)

April 24, 2007          /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Senior Vice President,
                        General Counsel and Corporate Secretary

EX-99

     EXHIBIT 99

     Edit Key Code:  (deleted text) -- Parentheses
                     ADDED TEXT -- ALL CAPS




                                 ARTICLE V
                               CAPITAL STOCK

  SECTION 1.(Form and Execution of)STOCK Certificates(. Certificates for the)
    AND  UNCERTIFIED SHARES. THE shares of stock of the Corporation (shall be
    in such  form as are consistent with the Certificate of Incorporation and
    applicable  law.  Every) MAY  BE  REPRESENTED  BY  CERTIFICATES OR MAY BE
    UNCERTIFICATED.   EACH  holder  of  stock  in  the Corporation  shall  be
    entitled  to  have  a  certificate  signed  by, or in  the  name  of  the
    Corporation  by,  the  Chairman  of  the  Board, President  or  any  Vice
    President and by the Treasurer or Assistant Treasurer or the Secretary or
    Assistant Secretary, certifying the number of shares owned by him in the
    Corporation. Where ANY such certificate is countersigned  by  a  transfer
    agent other than the Corporation or its employee, or by a registrar other
    than  the  Corporation  or  its  employee,  any  other  signature  on the
    certificate  may be a facsimile. In case any officer, transfer agent,  or
    registrar who  has  signed  or  whose facsimile signature has been placed
    upon (a) ANY SUCH certificate shall  have  ceased  to  be  such  officer,
    transfer agent, or registrar before such certificate is issued, it may be
    issued by  the  Corporation  with  the  same  effect  as  if he were such
    officer,  transfer  agent, or registrar at the date of issue.   ABSENT  A
    SPECIFIC REQUEST FOR  SUCH  A  CERTIFICATE  BY  THE  REGISTERED  OWNER OR
    TRANSFEREE  THEREOF,  ALL  SHARES MAY BE UNCERTIFICATED UPON THE ORIGINAL
    ISSUANCE THEREOF BY THE CORPORATION  OR UPON SURRENDER OF THE CERTIFICATE
    REPRESENTING SUCH SHARES TO THE CORPORATION OR ITS TRANSFER AGENT.

  SECTION 2.   Lost  Certificates.   The  Board   of   Directors  may  direct
    UNCERTIFICATED  SHARES OR, IF REQUESTED BY THE REGISTERED  OWNER,  a  new
    certificate or certificates  to  be issued in place of any certificate or
    certificates theretofore issued by  the  Corporation alleged to have been
    lost or destroyed, upon the making of an affidavit  of  that  fact by the
    person  claiming  the certificate of stock to be lost or destroyed.  When
    authorizing such issue  of  UNCERTIFICATED SHARES OR a new certificate or
    certificates, the Board of Directors  may,  in  its  discretion  and as a
    condition  precedent  to the issuance thereof, require the owner of  such
    lost   or  destroyed  certificate   or   certificates,   or   his   legal
    representative,  to advertise the same in such manner as it shall require
    and/ or to give the  Corporation  a  bond in such sum as it may direct as
    indemnity against any claim that may be made against the Corporation with
    respect to the certificate alleged to have been lost or destroyed.

  SECTION 3.  Transfers.  Transfers of record  of shares of the capital stock
    of the Corporation shall be made upon its books  by  the holders thereof,
    in person or by attorney duly authorized, and upon EITHER  the  surrender
    of  a  certificate  or certificates for a like number of shares, properly
    endorsed or accompanied  by  a  properly  endorsed  stock  power, OR UPON
    PRESENTATION OF PROPER TRANSFER INSTRUCTIONS FROM THE HOLDER OF RECORD OF
    UNCERTIFICATED SHARES.

  SECTION 4.   Fixing  Record  Dates.   In  order  that  the Corporation  may
    determine  the  stockholders  entitled  to notice of or to  vote  at  any
    meeting of stockholders or any adjournment thereof, or to express consent
    to corporate action in writing without a  meeting, or entitled to receive
    payment of any dividend or other distribution or allotment of any rights,
    or entitled to exercise any rights in respect  of  any change, conversion
    or exchange of stock or for the purpose of any other  lawful  action, the
    Board of Directors may fix, in advance, a record date, which shall not be
    more  than sixty nor less than ten days before the date of such  meeting,
    nor more  than sixty days prior to any other action. If no record date is
    fixed: (1)  the  record  date  for  determining  stockholders entitled to
    notice of or to vote at a meeting of stockholders  shall  be at the close
    of business on the day next preceding the day on which notice  is  given,
    or,  if  notice  is  waived,  at  the  close  of business on the day next
    preceding the day on which the meeting is held;  and  (2) the record date
    for determining stockholders for any other purpose shall  be at the close
    of  business  on  the  day  on  which  the Board of Directors adopts  the
    resolution relating thereto. A determination  of  stockholders  of record
    entitled to notice of or to vote at a meeting of stockholders shall apply
    to  any adjournment of the meeting; provided, however, that the Board  of
    Directors may fix a new record date for the adjourned meeting.

  SECTION 5.   Registered Stockholders.  The Corporation shall be entitled to
    recognize the  exclusive right of a person registered on its books as the
    owner of shares  to  receive  dividends,  and  to vote as such owner, and
    shall  not  be  bound to recognize any equitable or  other  claim  to  or
    interest in such share or shares on the part of any other person, whether
    or not it shall have express or other notice thereof, except as otherwise
    provided by the laws of Delaware.