December 21, 2007


VIA EDGAR

Daniel Morris
Attorney Advisor
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561


         RE:     Con-way Inc.
                 Definitive Proxy Statement on Schedule 14A
                 Filed on March 9, 2007
                 File No. 001-05046


Dear Mr. Morris:


     Con-way Inc. (the "Company") is submitting this letter in response to the
written comments of the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") contained in your letter dated December 10, 2007
(the "Comment Letter"), with respect to the Definitive Proxy Statement on
Schedule 14A filed by the Company with the Commission on March 9, 2007
(File No. 001-05046) (the "Proxy Statement").

     The headings and numbered items of this letter correspond to the headings
and numbered items contained in the Comment Letter. For the convenience of the
Staff, each of the comments from the Comment Letter is restated in bold
italics prior to the Company's response. Capitalized terms used but not
defined in this letter have the meanings given to those terms in the
Proxy Statement.

1.      We note your response to prior comment 4. Please confirm that you will
        identify the companies used to benchmark compensation for each named
        executive officer and describe in each instance how the benchmarking
        companies were selected (including the method by which your company's
        "relative size" is measured for benchmarking purposes).

        Response:  In future filings we will identify the companies used to
        benchmark compensation for each named executive officer and describe
        in each instance how the benchmarking companies were selected
        (including the method by which our company's relative size is measured
        for benchmarking purposes).

2.      While we note your supplemental response to prior comment 5, it does
        not appear that you have undertaken to provide additional disclosure
        in future filings. Please confirm that you will provide additional
        detail and analysis regarding the specific compensation payable to
        each named executive officer. In so doing, please identify not only
        the factors that were used to determine the specific amounts payable
        for each element of compensation, but also how the specific factors
        affected the final determination.

        Response:  In future filings we will provide additional detail and
        analysis regarding the specific compensation payable to each named
        executive officer. In so doing, we will identify not only the factors
        that were used to determine the specific amounts payable for each
        element of compensation, but also how the specific factors affected
        the final determination.

3.      You have not disclosed all of the necessary targets to be achieved in
        order for your executive officers to earn their incentive compensation.
        While we note your response to prior comment 6, causal connection
        between the disclosure of all performance targets and any competitive
        harm is not clear. If you believe that certain of your performance
        targets may be omitted due to the risk of competitive harm, please
        provide additional detailed analysis in support of this conclusion.
        We request that you address, with greater specificity, how the
        disclosure of performance targets might be expected to affect the
        particular business decisions of your competitors and, in so doing,
        place you at a competitive disadvantage. Refer to Instruction 4 of
        Item 402(b) of Regulation S-K.  Please refer to prior comment 6 for
        additional guidance, as appropriate.

        Response:  We will file a supplemental response to this comment under
        separate cover no later than January 11, 2008. Consequently, our
        response to this comment is omitted from this letter. We will likely
        be requesting confidential treatment under Rule 83 for the
        supplemental response.

4.      We re-issue prior comment 7. Please confirm that you will provide
        additional detail and analysis of how individual performance
        contributes to actual compensation of the named executive officers
        in future filings. Please disclose for each named executive officer
        the elements of individual performance, both quantitative and
        qualitative, and specific contributions considered by the compensation
        committee in its evaluation. If applicable, please also disclose how
        the elements and contributions were weighted and factored into
        specific compensation decisions.

        Response:  In future filings we will provide additional detail and
        analysis of how individual performance contributes to actual
        compensation of the named executives. For each named executive we
        will disclose the elements of individual performance, both
        quantitative and qualitative, and specific contributions considered
        by the Compensation Committee in its evaluation.   If applicable, we
        will also disclose how the elements and contributions were weighted
        and factored into specific contribution decisions.

5.      While we note your response to prior comment 8, please confirm that
        your disclosure in future filings will include a more detailed
        discussion of the material differences between the compensation
        payable to the named executive officers.

        Response:  In future filings we will include a more detailed
        discussion of the material differences, if any, between the
        compensation payable to the named executive officers.

6.      While we note your supplemental response to prior comment 10, it does
        not appear that you have undertaken to provide additional disclosure
        in response to the comment. We request that you expand your disclosure
        to discuss the factors considered in determining whether awards for an
        executive employed by a subsidiary will be based upon EBITDA/ROCE for
        the company or the subsidiary.  Please confirm that you will comply
        with this comment in future filings.

        Response:  In future filings, we will discuss the factors considered
        in determining whether awards for an executive employed by a subsidiary
        will be based upon EBITDA/ROCE for the Company or a subsidiary.

7.      We note your response to our prior comment 11, however, it appears that
        the first sentence of our prior comment may have been unclear.
        Accordingly, we re-issue the prior comment in part. Please confirm that
        you will describe and explain the rationale for setting your payment
        and benefit at their current levels. In so doing, disclose why you
        believe that the current levels are appropriate.

        Response:  In future filings, we will describe and explain the
        rationale for setting our severance payments and benefits at their
        current levels and in doing so explain why we believe that the current
        levels are appropriate.

                                       *       *       *

     If you have any questions or comments regarding the foregoing or need any
additional information, please contact the undersigned at (650) 378-5326.


                                          Very truly yours,

                                          /s/ Jennifer W. Pileggi
                                          ------------------------

                                          Jennifer W. Pileggi
                                          Senior Vice President, General Counsel
                                          and Secretary