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

                           August 27, 2008
            ------------------------------------------------
            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 7.01 REGULATION FD DISCLOSURE.

On  August  27,  2008, Con-way Inc. settled a dispute with the Securities and
Exchange Commission  regarding  alleged  violations  of  the  Foreign Corrupt
Practices Act.  The dispute arose from the conduct of Emery Transnational,  a
former  affiliate of Con-way, which was sold to a third party in 2004.  Under
the terms  of the settlement, Con-way, without admitting or denying the SEC's
allegations,  has  agreed  to cease and desist from committing or causing any
violations  of the  books  and  records  and  internal  controls  provisions,
specifically  sections  13(b)(2)(A),   13(b)(2)(B)   and   13(b)(5),  of  the
Securities Exchange Act of 1934, and has consented to the entry  of  a  final
judgment  requiring  Con-way  to pay a $300,000 civil penalty.  Con-way first
disclosed this investigation in  2003.  In its order, the SEC recognized Con-
way's cooperation during the investigation  and acknowledged that Con-way has
taken remedial actions and enhanced its compliance program.



                            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)

August 27, 2008         /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Senior Vice President, General Counsel
                        and Corporate Secretary






  ********