UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549


                                  FORM 8-K

                               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 16, 2009


                               CON-WAY INC.
                              -------------
           (Exact name of Registrant as specified in its charter)



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


         2855 Campus Drive, Suite 300, San Mateo, California 94403
         ----------------------------------------------------------
        (Address of principal executive offices, including zip code)


                               (650) 378-5200
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

                                   N/A
        ------------------------------------------------------------
        (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))



ITEM 8.01 OTHER EVENTS


On January 16, 2009, Con-way Inc. ("Con-way") filed an arbitration demand and
a  federal  lawsuit  against  New York State Teamsters Conference Pension and
Retirement Fund ("Fund") to resolve  uncertainties  created  by Fund's recent
contacts with Con-way, threatening to hold Con-way liable for  a  portion  of
the  multiemployer pension plan withdrawal liability incurred by Consolidated
Freightways Corporation ("CFC"), a former subsidiary of Con-way which it spun
off to  its stockholders in 1996.  CFC subsequently went bankrupt in 2002 and
the multiemployer  pension  plans  to  which CFC was a party (including Fund)
subsequently assessed approximately $400  million  in  claims against CFC for
"withdrawal liabilities" that they determined to be CFC's  share  of unfunded
vested  benefits under those plans. The withdrawal liability claim that  Fund
was allowed  against  CFC  in the bankruptcy was in the approximate amount of
$19.78 million, which was based on a withdrawal from Fund in late 2002.


In the arbitration demand, Con-way asked the arbitrator to decide and resolve
in  Con-way's favor all arbitrable  disputes  between  the  parties.  In  the
lawsuit,  Con-way  Inc.  v.  New  York State Teamsters Conference Pension and
Retirement Fund (United States District for the Northern District of New York
2009), Con-way asked the court to compel  Fund  to  arbitrate  all arbitrable
disputes  between  the  parties  in  the arbitration proceeding that  Con-way
filed, or, alternatively, to declare that  Con-way  is  not liable for any of
CFC's  unpaid  withdrawal  liabilities  and  to  enjoin  Fund from  violating
applicable statutory and plan requirements.


Very recently, Con-way was advised informally by Fund's counsel  that  Fund's
withdrawal  liability  claim as of February 2003, with interest to that date,
exceeded $29 million.  Fund has not advised if or how any previous recoveries
by Fund in the CFC bankruptcy  would  be  taken into account. It also appears
that Fund is reserving the right to assert,  presumably in lieu of and not in
addition to the $29 million claim, that a "complete  withdrawal"  occurred on
the  date Con-way sold a former subsidiary to UPS in December 2004 and  as  a
result  that  the amount of the withdrawal liability is measurable as of that
date. Con-way has not been informed of, nor does it have adequate information
available to estimate,  the  amount  of  the withdrawal liability claim as of
December 2004.


Con-way continues to believe that its actions  in  connection  with  the  CFC
spin-off  were  proper and will continue to vigorously defend itself from any
claims brought against  it  by Fund and any other multiemployer pension funds
seeking  to  hold  Con-way  responsible  for  CFC's  withdrawal  liabilities.
However, there can be no assurance  as to the outcome of any such litigation,
given  uncertainties inherent in such  proceedings,  including  the  possible
application  of  adverse judicial decisions rendered in unrelated matters not
involving Con-way. Con-way continues to believe that the amount of any claims
for unpaid withdrawal  liabilities that multiemployer plans may in the future
assert against Con-way could be material, and a judgment or arbitration award
against Con-way for all  or  a  significant part of these claims could have a
material  adverse  effect  on  Con-way's   financial  condition,  results  of
operations and cash flows. As a result of the  matters  discussed above, Con-
way  can provide no assurance that matters relating to the  spin-off  of  CFC
will not  have  a  material  adverse effect on Con-way's financial condition,
results of operations or cash flows.




                             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.


                                    /s/ Jennifer W. Pileggi
                                    ---------------------------
Date: January 16, 2009              Name:   Jennifer W. Pileggi
                                    Title:  Senior Vice President
                                            General Counsel and
                                            Secretary