Consolidated Freightways Annual Meeting, April 25, 1994

Reasons to reform the CF Board

Reason #1: If you bought $100 worth of CF stock in
1989, it was worth $76 by the end of 1993.

Total Shareholder Return:
Comparing CF to the Market

[chart -- comparing to S&P 500, used in previous
documents]

Reason #2:  In 1992, CF's Board gave President Don
Moffitt $757,000.  That's $363 an hour.  This year, the
Board paid Moffitt $1612,000.  That's a 113% raise.
There's still no dividend for shareholders.

Reason #3: The Board is further insulated from most
shareholders because it takes 80% of the vote to change
board structure.

Reason #4: Chairman O'Brien faces a lawsuit for insider
trading during the acquisition of Emery.

Reason #5:  CF management wants these reform
resolutions voted down.

At last year's annual meeting, Teamsters organized
shareholder support that compelled the company to make
one major reform.  This year Teamster employee
shareholders have submitted three resolutions for
greater management accountability to shareholders.
More reform is necessary to keep CF on the right road.