UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 8-K/A

                               CURRENT REPORT


   Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported):  January 27, 2008

                                Con-way Inc.
           (Exact name of registrant as specified in its charter)

            Delaware                     1-5046           94-1444798
---------------------------------   --------------------------------------
  (State or other jurisdiction         (Commission       (IRS Employer
        of incorporation)             File Number)    Identification No.)

 2855 Campus Drive, Suite 300, San Mateo, California         94403
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      (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 obligation of the registrant under any of
the following provisions:

 [ ] 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))



This Form 8-K/A, Amendment No. 1, is being filed for the purpose of filing a
corrected form of Exhibit 99.1, Form of Performance Share Plan Unit Grant
Agreement.

Section 3(b) of the Performance Share Plan Unit Grant Agreement has been
revised by deleting the reference to "fifty percent (50%) of" so as to read
as follows:

     (b)   The  number of Performance Share Plan Units remaining available to
           Recipient  for  vesting  pursuant  to  Section 4 at the end of the
           Performance Period (the "PSPUs Available  for  Vesting")  shall be
           equal  to  the  total  number  of  Performance  Share  Plan  Units
           multiplied by the percentage corresponding to the Company's actual
           level  of  achievement  of  Earnings  Per Share ("Earnings") goals
           shown  in  Table 1 of Appendix A.  The Committee  shall  have  the
           authority to  exercise "negative discretion" (as such term is used
           in  Treasury  Regulation   section   1.162-27(e)(2)(iii)   or  any
           successor provision) in its sole discretion to reduce the level of
           achievement of such goals.  The definition of "Earnings Per Share"
           is set forth on Appendix B attached hereto.



ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits


        EXHIBIT NUMBER        EXHIBIT TITLE OR DESCRIPTION
        --------------        -----------------------------------
        EX 99.1               Form of Performance Share Plan
                                Unit Grant Agreement




                             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.



                       By:    /s/ Jennifer W. Pileggi
                             -----------------------
                       Name:  Jennifer W. Pileggi
                       Title: Senior Vice President
                              General Counsel & Secretary


Dated: January 31, 2008