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

                      May 22, 2009
         ----------------------------------------------------
           (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 jurisdiction of    (Commission        (IRS Employer
           incorporation)            File Number)   Identification Number)

                     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  5.04  TEMPORARY  SUSPENSION  OF  TRADING  UNDER  REGISTRANT'S  EMPLOYEE
BENEFITS PLANS

On  May 22,  2009,  the plan administrator for the Con-way Retirement Savings
Plan and the plan administrator  for  the  Con-way 401(k) Plan (each a "Plan"
and  collectively,  the  "Plans")  notified Con-way  Inc.  ("Con-way")  of  a
blackout period affecting the Plans,  in  accordance with the requirements of
Section 101(i)(2)(E) of the Employee Retirement  Income Security Act of 1974,
as  amended  ("ERISA").  The blackout period with respect  to  the  Plans  is
expected to begin at 4:00 p.m. Eastern Time on June 25, 2009, and is expected
to end no later than July 8, 2009 (the "Blackout Period").

The Blackout Period results from the redemption of preferred stock by Con-way
that will occur  on  June  30,  2009.   On May 22, 2009, Conway exercised its
option to redeem all shares of its Series B  Cumulative Convertible Preferred
Stock ("Preferred Stock") that are outstanding  on  June 30, 2009, and to pay
the  redemption  price  solely  in  shares of Con-way common  stock  ("Common
Stock").  All of the outstanding shares  of  Preferred  Stock are held by the
Plans.    The  purpose  of  the  Blackout  Period  is  to  permit  the   plan
administrator  of each Plan to allocate the Common Stock received as a result
of the redemption to participant and beneficiary accounts in the Plan.  As of
May 18, 2009, Con-way  had  approximately  501,782  shares of Preferred Stock
outstanding.   On June 30, 2009, each outstanding share  of  Preferred  Stock
will be redeemed  for  the number of shares of Common Stock equal to $158.565
(representing the $152.10  stated value of each share of Preferred Stock plus
accrued and unpaid dividends)  divided  by  the  average closing price of the
Common  Stock  on  the  New  York Stock Exchange for the  five  trading  days
preceding June 30, 2009.  On or  prior  to 4:00 p.m. Eastern Time on June 25,
2009, participants and beneficiaries in the  Plans  have the right to convert
their shares of Preferred Stock into Common Stock.  Each  share  of Preferred
Stock  is convertible by participants and beneficiaries into the greater  of:
(i) 4.708  shares  of  Common  Stock;  or (ii) the number of shares of Common
Stock equal to $152.10 divided by the average  closing  price  of  the Common
Stock on the New York Stock Exchange for the five trading days preceding  the
conversion date.

During  the Blackout Period, participants and beneficiaries will be unable to
direct the  investment  of  or  diversify  the assets held in their Preferred
stock  investment  accounts and the shares of  Common  stock  held  in  their
settlement accounts attributable to the redemption.

Since the Blackout Period  is  expected  to last for more than three business
days,  there  must  be  a corresponding Blackout  Period  applicable  to  the
directors and executive officers  of Con-way. Pursuant to the requirements of
Section 306 of the Sarbanes-Oxley Act  of  2002,  during  this  corresponding
Blackout  Period, Con-way directors and executive officers will be  generally
prohibited  from  engaging in transactions involving Con-way common stock and
related equity securities  acquired  in connection with their service to Con-
way.

On May 22, 2009, Con-way sent a trading  blackout notice to its directors and
executive  officers  informing  them  of  the  Blackout   Period   and  those
prohibitions.  A  copy  of the trading blackout notice to Con-way's directors
and executive officers, which  includes  the  information  specified  in Rule
104(b)   of  Regulation  BTR,  is  attached  hereto  as  Exhibit  99  and  is
incorporated herein by reference.

During the  Blackout  Period  and  for a period of two years after the ending
date of the Blackout Period, security holders or other interested persons may
obtain, without charge, information  about the Blackout Period, including the
actual  beginning and ending dates of the  Blackout  Period,  from  Con-way's
General Counsel to whom all inquiries regarding the Blackout Period should be
directed.   The  General Counsel can be contacted at (650) 378-5200 or at the
Con-way executive  offices  at  2855  Campus  Drive,  Suite  300,  San Mateo,
California 94403.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

  (d)Exhibits

  Exhibit No.  Description
  EX 99        Important Notice Concerning Limitations on Your Trading in
               Con-way Inc. Securities During Special Blackout Period, dated
               May 22, 2009

                                 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.
May 22, 2009
                          __________________________________
                          Jennifer W. Pileggi
                          Executive Vice President,
                          General Counsel and Secretary

EX-99

EXHIBIT 99

               IMPORTANT NOTICE CONCERNING LIMITATIONS ON YOUR
                     TRADING IN CON-WAY INC. SECURITIES
                       DURING SPECIAL BLACKOUT PERIOD

                                                      May 22, 2009


To:  Directors and Executive Officers of Con-way Inc. ("Con-way")


Summary.  This  notice  is  to inform you of significant restrictions on your
ability to deal in Con-way common  stock  as  well  as derivative securities,
such  as  stock  options,  during an upcoming "special" blackout  period.  As
described more fully below,  this blackout period for Con-way's directors and
executive officers is expected to begin at 4:00 p.m. Eastern Time on June 25,
2009, and expected to end no later  than  July  8,  2009 ("Blackout Period").
This  Blackout  Period  is  in  addition  to the customary  blackout  periods
preceding Con-way's earnings releases.  This  Blackout  Period  is imposed on
all directors and executive officers of Con-way by the Sarbanes-Oxley  Act of
2002  and  U.S.  Securities  and Exchange Commission Regulation BTR (Blackout
Trading Restriction). As more  fully  described  below,  during this Blackout
Period  you  will  generally  be  prohibited  from  engaging  in transactions
involving  Con-way  equity  securities  (including  shares of Con-way  common
stock, stock options and other derivative securities).  We will notify you of
any changes that affect the dates of the Blackout Period.

1.   The Blackout Period is being imposed in connection with  the  redemption
     (the  "Redemption")  by  Con-way  of its Series B Cumulative Convertible
     Preferred Stock ("Preferred Stock")  which is held by the trustee of the
     Con-way Retirement Savings Plan and the  trustee  of  the Con-way 401(k)
     Plan (the "Plans"). Pursuant to the Redemption, Con-way  will redeem all
     of  the outstanding Preferred Stock on June 30, 2009, and will  pay  the
     redemption price solely in shares of Con-way common stock. In connection
     with  the  Redemption, the Blackout Period for the Plans will be imposed
     during which participants and beneficiaries will be unable to direct the
     investment of  or  diversify  the  assets  held in their Preferred Stock
     investment  accounts  and  the  shares of common  stock  held  in  their
     settlement accounts attributable  to the Redemption.  The purpose of the
     Blackout Period is to permit the plan  administrator  of  each  Plan  to
     allocate the Con-way common stock received as a result of the Redemption
     to participant and beneficiary accounts in the Plan.  Since the Blackout
     Period is expected to last for more than three business days, there must
     be a corresponding Blackout Period applicable to directors and executive
     officers  of  Con-way.  Accordingly, during the Blackout Period, Con-way
     directors and executive  officers  will  be  generally  prohibited  from
     engaging in transactions involving Con-way equity securities acquired in
     connection with their service to Con-way.

2.   The  Blackout  Period  is expected to begin at 4:00 p.m. Eastern Time on
     June 25, 2009, and expected  to  end no later than July 8, 2009. We will
     notify you of any changes that affect  the dates of the Blackout Period.
     In  addition,  you can confirm the status  of  the  Blackout  Period  by
     contacting Jennifer W. Pileggi, Con-way's General Counsel, at (650) 378-
     5200 or at the Con-way  executive  offices  at  2855 Campus Drive, Suite
     300, San Mateo, California 94403.

3.   Generally,  during  the  Blackout  Period, you will be  prohibited  from
     directly or indirectly, purchasing,  selling  or  otherwise acquiring or
     transferring  any  equity  securities  of Con-way that  you  acquire  or
     previously acquired in connection with your  service  or employment as a
     director or executive officer.  "Equity securities" are  defined broadly
     to  include  stock  options  and  other derivative securities.   Covered
     transactions are not limited to those  involving  your direct ownership,
     but also include any transaction in which you have  a direct or indirect
     pecuniary interest. For example, you may be deemed to  have  an interest
     in  transactions in equity securities of Con-way by your family  members
     if those  securities  were  originally  acquired in connection with your
     service or employment as a Con-way director or executive officer.

4.   The prohibition covers securities "acquired  in  connection with service
     or employment as a director or executive officer."  This includes, among
     other  things, securities acquired by you under a compensatory  plan  or
     contract  (such as under a stock option or a restricted stock grant), as
     an inducement  to  your employment or joining the Board of Directors, in
     transactions between you and Con-way, and as shares necessary for you to
     qualify as a director  or  to  satisfy minimum ownership requirements or
     guidelines.  This also includes securities acquired prior to becoming or
     while a Con-way director or executive  officer as a result of a business
     combination  involving  an  entity  in which  you  had  acquired  equity
     securities in connection with service  or  employment  as  a director or
     executive officer of that entity.  Securities acquired outside  of  your
     service or employment as a director or executive officer (such as shares
     acquired when you were an employee but not yet an executive officer) are
     not  covered.   However, all securities held by you are presumed to have
     been acquired in  connection with service or employment as a director or
     executive officer,  unless  you  establish that specific securities were
     acquired from another source and this  identification is consistent with
     your  treatment  of  those securities for tax  purposes  and  all  other
     disclosure and reporting requirements.

5.   If you engage in a transaction  that  violates  these  rules, you can be
     required  to  disgorge your profits from the transaction,  and  you  are
     subject to civil and criminal penalties.

The rules summarized  above are complex, and the criminal and civil penalties
that could be imposed upon  directors and executive officers who violate them
could be severe. We therefore  request  that you contact Jennifer W. Pileggi,
Con-way's  General  Counsel,  at  (650) 378-5200   before   engaging  in  any
transaction involving Con-way securities during the Blackout  Period,  or  if
you  believe that any such transaction in which you have a pecuniary interest
may occur during the Blackout Period.