As filed with the Securities and Exchange Commission on June 30, 1997
                      Registration No. 333-_________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                          CNF TRANSPORTATION INC.
          (Exact name of registrant as specified in its charter)

          DELAWARE                 94-1444798
          (State of Incorporation) (I.R.S. Employer I.D. No.)

                           3240 Hillview Avenue
                        Palo Alto, California 94304
        (Address of Principal Executive Office Including Zip Code)

                          CNF TRANSPORTATION INC.
                      1997 EQUITY AND INCENTIVE PLAN
                         (Full title of the plan)

                         Eberhard G. H. Schmoller
           Senior Vice President, General Counsel and Secretary
                          CNF Transportation Inc.
                           3240 Hillview Avenue
                        Palo Alto, California 94304
                              (415) 494-2900
         (Name, address and telephone number of agent for service)
________________________________________________________________________

                      CALCULATION OF REGISTRATION FEE
________________________________________________________________________

Title of
Securities                 Proposed Maximum Proposed Maximum   Amount of
to  Be       Amount to be  Offering Price   Aggregate Offering Registration
Registered   Registered(1) per Share (2)    Price (2)          Fee (3)
----------   ------------  ---------------- ------------------ ------------
Common Stock,  2,200,000   $35.00           $77,000,000        $23,333.34
$0.625 par
value
________________________________________________________________________


(1)  Plus  such  indeterminate  number  of  additional  shares  as  may  be
     issuable   pursuant  to  the  antidilution  provisions  of   the   CNF
     Transportation Inc. 1997 Equity and Incentive Plan.

(2)  Estimated  solely for the purpose of calculating the registration  fee
     in  accordance  with Rules 457(h) and 457(c) under the Securities  Act
     of  1933 and based upon $35.00 per share, the average of the high  and
     low  prices of the Common Stock on the New York Stock Exchange on June
     26, 1997.

 (3) The  registration fee has been calculated pursuant to Section 6(b)  of
     the  Securities Act as follows: one-thirty-third (1/33) of one percent
     of  the  Proposed  Maximum  Aggregate Offering  Price  of  the  shares
     registered hereby.


                                  PART II

                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.

     The  documents  listed in (a) through (d) below  are  incorporated  by
reference in this Registration Statement.

     (a) The  Registrant's Annual Report on Form 10-K for  the  year  ended
          December  31,  1996,  filed  with  the  Securities  and  Exchange
          Commission  ("SEC")  pursuant to Section  13  of  the  Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The  Registrant's  Quarterly Report on Form 10-Q for  the  quarter
          ended  March 31, 1997, filed with the SEC pursuant to Section  13
          of the Exchange Act.

     (c) The  description of the Registrant's Common Stock contained in its
          registration statement filed on Form S-3 with the SEC  (File  No.
          333-26595)  under  the Securities Act of 1933,  as  amended  (the
          "Securities Act").

     (d)  All  documents subsequently filed by the Registrant with the  SEC
pursuant  to  Sections  13(a), 13(c), 14 and 15(d)  of  the  Exchange  Act,
subsequent   to  December  31,  1996,  but  prior  to  the  filing   of   a
post-effective amendment which indicates that all securities  offered  have
been  sold  or  which  de-registers  all  securities  covered  hereby  then
remaining unsold, shall be deemed to be incorporated by reference  in  this
Registration  Statement and to be part hereof from the date  of  filing  of
such documents.

Item 6.   Indemnification of Directors and Officers.

     As   authorized   by   Section  102(b)(7)  of  the  Delaware   General
Corporation Law (the "DGCL"), the Registrant's Certificate of Incorporation
eliminates  to  the fullest extent permitted by Delaware law  the  personal
liability  of  its  directors to the Registrant  or  its  stockholders  for
monetary damages for any breach of fiduciary duty as a director.

     The Registrant's Bylaws provide that each person who was or is made  a
party  or  is  threatened  to be made a party to  or  is  involved  in  any
threatened,  pending or completed action, suit or proceeding by  reason  of
the fact that he or she is or was a director, officer, employee or agent of
the Registrant or of another enterprise, serving as such at the request  of
the Registrant, shall be indemnified and held harmless by the Registrant to
the fullest extent permitted by the DGCL; provided, however, that except as
to   actions  to  enforce  indemnification  rights,  the  Registrant  shall
indemnify  any  such person seeking indemnification in connection  with  an
action, suit or proceeding (or part thereof) initiated by such person  only
if  the action, suit or proceeding (or part thereof) was authorized by  the
Board  of  Directors of the Registrant.  When indemnification is authorized
by  the Registrant's Bylaws, the director, officer, employee or agent shall
be  indemnified for expenses, liabilities and losses (including  attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to  be  paid in settlement) reasonably incurred by him or her in connection
therewith.  The Registrant's Bylaws also provide that expenses incurred  by
an officer or director (acting in his or her capacity as such) in defending
a  proceeding  shall  be  paid  by  the  Registrant  in  advance  of  final
disposition of the proceeding; provided, however, that if required  by  the
DGCL,  the  officer  or  director  shall  deliver  to  the  Registrant   an
undertaking  by  the officer or director to repay such expenses  if  it  is
ultimately  determined that he or she is not entitled to be indemnified  by
the  Registrant.   The  Registrant's Bylaws  also  provide  that  in  other
circumstances, expenses may be advanced upon such terms and  conditions  as
the Board of Directors deems appropriate.

     The   Registrant's   Bylaws  further  provide  that   the   right   to
indemnification  granted  thereunder shall be  a  contract  right  for  the
benefit of the Registrant's directors, officers, employees and agents.  The
Registrant's  Bylaws  also  authorize actions  against  the  Registrant  to
enforce the indemnification rights provided by the Bylaws, subject  to  the
Registrant's   right  to  assert a defense in  any  such  action  that  the
claimant  has  not  met the standards of conduct that make  it  permissible
under  the DGCL for the Registrant to indemnify the claimant for the amount
claimed,  and the Registrant shall bear the burden of proving  any  such  a
defense.

     Under   Section   145   of  the  DGCL,  a  corporation   may   provide
indemnification  to  directors,  officers,  employees  and  agents  against
judgments, penalties, fines, settlements and reasonable expenses (including
attorneys'  fees)  incurred in the defense or settlement  of  a  derivative
action, provided there is a determination by a majority vote of a quorum of
disinterested  directors,  a  committee  of  directors,  independent  legal
counsel,  or  a  majority  vote  of  stockholders  that  a  person  seeking
indemnification acted in good faith and in a manner reasonably believed  to
be  in or not opposed to the best interests of the corporation, and, in the
case  of a criminal proceeding, with no reasonable cause to believe his  or
her  conduct  was  unlawful.   However, Section  145  also  state  that  no
indemnification  may  be made in derivative actions where  such  person  is
adjudged liable to the corporation, unless, and only to the extent, that  a
court determines upon application that such person is fairly and reasonably
entitled  to  indemnity  for such expenses which the  court  deems  proper.
Section 145 of the DGCL also permits indemnification of expenses which  the
court  deems proper and provides that indemnification of expenses  actually
and  reasonably  incurred  shall  be provided  when  the  individual  being
indemnified has successfully defended the action on the merits or otherwise
in  any action suit or proceeding.  The indemnification rights provided  by
statute  in Delaware are not deemed to be exclusive of any other rights  to
which  those  seeking  indemnification may be  entitled  under  any  bylaw,
agreement or otherwise.

     The  Registrant's Bylaws also authorize the Registrant to purchase and
maintain  insurance to protect itself and any person  who  is  or  was  the
director, officer, employee or agent against any liability, expense or loss
incurred by or asserted against such persons, whether or not the Registrant
would  have  the power to indemnify any such person against such liability,
expense  or  loss  under  applicable law or the Registrant's  Bylaws.   The
Registrant  presently  maintains  a  directors'  and  officers'   liability
insurance policy which insures directors and officers of the Registrant and
those of certain of its subsidiaries.

Item 8.   Exhibits.

Exhibit No.    Description

     4.1   Article  Fourth  of  the  Certificate  of  Incorporation  of   the
            Registrant,  as amended, incorporated by reference  from  Exhibit
            No.  3.1  to the Registrant's Annual Report on Form 10-K for  the
            fiscal year ended December 31, 1994.

     5.1   Opinion of  Counsel

     23.1  Consent of  Counsel (included in Exhibit 5.1)

     23.2  Consent of Independent Public Accountants


     24.1  Powers  of  Attorney  (set forth on the signature  pages  of  this
            Registration Statement)

Item 9.   Undertakings.

     The Registrant hereby undertakes as follows:

          (1)   To  file,  during any period in which offers or  sales  are
being  made,  a post-effective amendment to this Registration Statement  to
include  any  material information with respect to the plan of distribution
not  previously  disclosed in the Registration Statement  or  any  material
change to such information in the Registration Statement.

          (2)   That,  for the purposes of determining any liability  under
the  Securities Act, each such post-effective amendment shall be deemed  to
be a new registration statement relating to the securities offered therein,
and  the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)   To  remove  from registration by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (4)   The  undersigned  Registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act, each filing
of  the  Registrant's annual report pursuant to Section  13(a)  or  Section
15(d)  of  the  Exchange Act, (and, where applicable,  each  filing  of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Exchange  Act,  as  amended),  that is incorporated  by  reference  in  the
Registration  Statement shall be deemed to be a new Registration  Statement
relating  to  the  securities offered therein, and  the  offering  of  such
securities  at  that  time  shall be deemed to be  the  initial  bona  fide
offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of  the Registrant pursuant to the provisions described  above  or
otherwise,  the  Registrant has been advised that in  the  opinion  of  the
Commission  such indemnification is against public policy as  expressed  in
the  Securities Act and is, therefore, unenforceable.  In the event that  a
claim  for indemnification against such liabilities (other than the payment
by  the  Registrant of expenses incurred or paid by a director, officer  or
controlling  person  of  the Registrant in the successful  defense  of  any
action,  suit  or  proceeding) is asserted by  such  director,  officer  or
controlling person in connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question whether such indemnification by  it  is  against
public  policy as expressed in the Securities Act and will be  governed  by
the final adjudication of such issue.


                                SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act  of  1933,  the
undersigned Registrant certifies that it has reasonable grounds to  believe
that  it meets all of the requirements for filing on Form S-8 and has  duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Palo Alto, State  of
California, on June 30, 1997.

                              CNF TRANSPORTATION INC.



                              By /s/ Eberhard G.H. Schmoller
                                Eberhard G. H. Schmoller
                                Senior Vice President, General Counsel
                                and Secretary

     Power of Attorney and Additional Signatures

     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the  capacities  and on the dates indicated.  Each person  whose  signature
appears below constitutes and appoints Eberhard G. H. Schmoller and Gary S.
Cullen, and each of them, his or her true and lawful attorneys-in-fact  and
agents, with full power of substitution and resubstitution, for him or  her
and in his or her name, place and stead, in any and all capacities, to sign
any   or   all   amendments  to  this  Registration  Statement,   including
post-effective amendments, and to file the same, with all exhibits thereto,
and  other  documents  in  connection therewith, with  the  Securities  and
Exchange  Commission, granting unto said attorneys-in-fact and agents  full
power  and  authority  to  do and perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises, as  fully  to
all  intents  and  purposes  as he might or  could  do  in  person,  hereby
ratifying  and  confirming all that said attorneys-in-fact and  agents,  or
their substitutes, may lawfully do or cause to be done by virtue thereof.

     Further,  pursuant  to the requirements of the Act, this  Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.

Signature                Capacity                 Date


/s/ Donald E. Moffitt    Chairman of the Board, President   June 30, 1997
Donald E. Moffitt        and Chief Executive Officer
                         (Principal Executive Officer
                         and Director)

/s/ Gregory L. Quesnel   Executive Vice President and       June 30, 1997
Gregory L. Quesnel       Chief Financial Officer
                         (Principal Financial and Principal
                         Accounting Officer)

                         Director                 June 30, 1997
Robert Alpert


/s/ Earl F. Cheit        Director                 June 30, 1997
Earl F. Cheit


/s/ Richard A. Clarke    Director                 June 30, 1997
Richard A. Clarke


/s/ Margaret G. Gill     Director                 June 30, 1997
Margaret G. Gill


/s/ Robert Jaunich II    Director                 June 30, 1997
Robert Jaunich II


                         Director                 June 30, 1997
W. Keith Kennedy, Jr.



/s/ Richard B. Madden    Director                 June 30, 1997
Richard B. Madden


/s/ Michael J. Murray    Director                 June 30, 1997
Michael J. Murray


/s/ Robert D. Rogers     Director                 June 30, 1997
Robert D. Rogers


/s/ William J. Schroeder Director                 June 30, 1997
William J. Schroeder


/s/ Robert P. Wayman     Director                 June 30, 1997
Robert P. Wayman

                             INDEX TO EXHIBITS


                                                  Sequentially
Exhibit No.        Exhibit                        Numbered Page

4.1       Article Fourth of the Certificate of
          Incorporation of the Registrant, as
          amended, incorporated by reference
          from Exhibit No. 3.1 to the Registrant's
          Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994.

5.1       Opinion of  Counsel

23.1      Consent of  Counsel (included in Exhibit 5.1)

23.2      Consent of Independent Public Accountants

24.1      Powers of Attorney (set forth on the
          signature pages of this Registration
          Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17574}]
{"company-data": {"conformed-name": "CNF TRANSPORTATION INC", "cik": "0000023675", "assigned-sic": "4213", "irs-number": "941444798", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30327", "film-number": "97632732"}, "business-address": {"street1": "3240 HILLVIEW AVE", "city": "PALO A LTO", "state": "CA", "zip": "94304", "phone": "4154942900"}, "former-company": {"former-conformed-name": "CONSOLIDATED FREIGHTWAYS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 30, 1997
                      Registration No. 333-_________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                          CNF TRANSPORTATION INC.
          (Exact name of registrant as specified in its charter)

          DELAWARE                 94-1444798
          (State of Incorporation) (I.R.S. Employer I.D. No.)

                           3240 Hillview Avenue
                        Palo Alto, California 94304
        (Address of Principal Executive Office Including Zip Code)

                          CNF TRANSPORTATION INC.
                      1997 EQUITY AND INCENTIVE PLAN
                         (Full title of the plan)

                         Eberhard G. H. Schmoller
           Senior Vice President, General Counsel and Secretary
                          CNF Transportation Inc.
                           3240 Hillview Avenue
                        Palo Alto, California 94304
                              (415) 494-2900
         (Name, address and telephone number of agent for service)
________________________________________________________________________

                      CALCULATION OF REGISTRATION FEE
________________________________________________________________________

Title of
Securities                 Proposed Maximum Proposed Maximum   Amount of
to  Be       Amount to be  Offering Price   Aggregate Offering Registration
Registered   Registered(1) per Share (2)    Price (2)          Fee (3)
----------   ------------  ---------------- ------------------ ------------
Common Stock,  2,200,000   $35.00           $77,000,000        $23,333.34
$0.625 par
value
________________________________________________________________________

(1)  Plus  such  indeterminate  number  of  additional  shares  as  may  be
     issuable   pursuant  to  the  antidilution  provisions  of   the   CNF
     Transportation Inc. 1997 Equity and Incentive Plan.

(2)  Estimated  solely for the purpose of calculating the registration  fee
     in  accordance  with Rules 457(h) and 457(c) under the Securities  Act
     of  1933 and based upon $35.00 per share, the average of the high  and
     low  prices of the Common Stock on the New York Stock Exchange on June
     26, 1997.

 (3) The  registration fee has been calculated pursuant to Section 6(b)  of
     the  Securities Act as follows: one-thirty-third (1/33) of one percent
     of  the  Proposed  Maximum  Aggregate Offering  Price  of  the  shares
     registered hereby.

                                  PART II

                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The  documents  listed in (a) through (d) below  are  incorporated  by
reference in this Registration Statement.

     (a) The  Registrant's Annual Report on Form 10-K for  the  year  ended
          December  31,  1996,  filed  with  the  Securities  and  Exchange
          Commission  ("SEC")  pursuant to Section  13  of  the  Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The  Registrant's  Quarterly Report on Form 10-Q for  the  quarter
          ended  March 31, 1997, filed with the SEC pursuant to Section  13
          of the Exchange Act.

     (c) The  description of the Registrant's Common Stock contained in its
          registration statement filed on Form S-3 with the SEC  (File  No.
          333-26595)  under  the Securities Act of 1933,  as  amended  (the
          "Securities Act").

     (d)  All  documents subsequently filed by the Registrant with the  SEC
pursuant  to  Sections  13(a), 13(c), 14 and 15(d)  of  the  Exchange  Act,
subsequent   to  December  31,  1996,  but  prior  to  the  filing   of   a
post-effective amendment which indicates that all securities  offered  have
been  sold  or  which  de-registers  all  securities  covered  hereby  then
remaining unsold, shall be deemed to be incorporated by reference  in  this
Registration  Statement and to be part hereof from the date  of  filing  of
such documents.

Item 6.   Indemnification of Directors and Officers.

     As   authorized   by   Section  102(b)(7)  of  the  Delaware   General
Corporation Law (the "DGCL"), the Registrant's Certificate of Incorporation
eliminates  to  the fullest extent permitted by Delaware law  the  personal
liability  of  its  directors to the Registrant  or  its  stockholders  for
monetary damages for any breach of fiduciary duty as a director.

     The Registrant's Bylaws provide that each person who was or is made  a
party  or  is  threatened  to be made a party to  or  is  involved  in  any
threatened,  pending or completed action, suit or proceeding by  reason  of
the fact that he or she is or was a director, officer, employee or agent of
the Registrant or of another enterprise, serving as such at the request  of
the Registrant, shall be indemnified and held harmless by the Registrant to
the fullest extent permitted by the DGCL; provided, however, that except as
to   actions  to  enforce  indemnification  rights,  the  Registrant  shall
indemnify  any  such person seeking indemnification in connection  with  an
action, suit or proceeding (or part thereof) initiated by such person  only
if  the action, suit or proceeding (or part thereof) was authorized by  the
Board  of  Directors of the Registrant.  When indemnification is authorized
by  the Registrant's Bylaws, the director, officer, employee or agent shall
be  indemnified for expenses, liabilities and losses (including  attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to  be  paid in settlement) reasonably incurred by him or her in connection
therewith.  The Registrant's Bylaws also provide that expenses incurred  by
an officer or director (acting in his or her capacity as such) in defending
a  proceeding  shall  be  paid  by  the  Registrant  in  advance  of  final
disposition of the proceeding; provided, however, that if required  by  the
DGCL,  the  officer  or  director  shall  deliver  to  the  Registrant   an
undertaking  by  the officer or director to repay such expenses  if  it  is
ultimately  determined that he or she is not entitled to be indemnified  by
the  Registrant.   The  Registrant's Bylaws  also  provide  that  in  other
circumstances, expenses may be advanced upon such terms and  conditions  as
the Board of Directors deems appropriate.

     The   Registrant's   Bylaws  further  provide  that   the   right   to
indemnification  granted  thereunder shall be  a  contract  right  for  the
benefit of the Registrant's directors, officers, employees and agents.  The
Registrant's  Bylaws  also  authorize actions  against  the  Registrant  to
enforce the indemnification rights provided by the Bylaws, subject  to  the
Registrant's   right  to  assert a defense in  any  such  action  that  the
claimant  has  not  met the standards of conduct that make  it  permissible
under  the DGCL for the Registrant to indemnify the claimant for the amount
claimed,  and the Registrant shall bear the burden of proving  any  such  a
defense.

     Under   Section   145   of  the  DGCL,  a  corporation   may   provide
indemnification  to  directors,  officers,  employees  and  agents  against
judgments, penalties, fines, settlements and reasonable expenses (including
attorneys'  fees)  incurred in the defense or settlement  of  a  derivative
action, provided there is a determination by a majority vote of a quorum of
disinterested  directors,  a  committee  of  directors,  independent  legal
counsel,  or  a  majority  vote  of  stockholders  that  a  person  seeking
indemnification acted in good faith and in a manner reasonably believed  to
be  in or not opposed to the best interests of the corporation, and, in the
case  of a criminal proceeding, with no reasonable cause to believe his  or
her  conduct  was  unlawful.   However, Section  145  also  state  that  no
indemnification  may  be made in derivative actions where  such  person  is
adjudged liable to the corporation, unless, and only to the extent, that  a
court determines upon application that such person is fairly and reasonably
entitled  to  indemnity  for such expenses which the  court  deems  proper.
Section 145 of the DGCL also permits indemnification of expenses which  the
court  deems proper and provides that indemnification of expenses  actually
and  reasonably  incurred  shall  be provided  when  the  individual  being
indemnified has successfully defended the action on the merits or otherwise
in  any action suit or proceeding.  The indemnification rights provided  by
statute  in Delaware are not deemed to be exclusive of any other rights  to
which  those  seeking  indemnification may be  entitled  under  any  bylaw,
agreement or otherwise.

     The  Registrant's Bylaws also authorize the Registrant to purchase and
maintain  insurance to protect itself and any person  who  is  or  was  the
director, officer, employee or agent against any liability, expense or loss
incurred by or asserted against such persons, whether or not the Registrant
would  have  the power to indemnify any such person against such liability,
expense  or  loss  under  applicable law or the Registrant's  Bylaws.   The
Registrant  presently  maintains  a  directors'  and  officers'   liability
insurance policy which insures directors and officers of the Registrant and
those of certain of its subsidiaries.

Item 8.   Exhibits.

Exhibit No.    Description

     4.1   Article  Fourth  of  the  Certificate  of  Incorporation  of   the
            Registrant,  as amended, incorporated by reference  from  Exhibit
            No.  3.1  to the Registrant's Annual Report on Form 10-K for  the
            fiscal year ended December 31, 1994.

     5.1   Opinion of  Counsel

     23.1  Consent of  Counsel (included in Exhibit 5.1)

     23.2  Consent of Independent Public Accountants

     24.1  Powers  of  Attorney  (set forth on the signature  pages  of  this
            Registration Statement)

Item 9.   Undertakings.

     The Registrant hereby undertakes as follows:

          (1)   To  file,  during any period in which offers or  sales  are
being  made,  a post-effective amendment to this Registration Statement  to
include  any  material information with respect to the plan of distribution
not  previously  disclosed in the Registration Statement  or  any  material
change to such information in the Registration Statement.

          (2)   That,  for the purposes of determining any liability  under
the  Securities Act, each such post-effective amendment shall be deemed  to
be a new registration statement relating to the securities offered therein,
and  the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)   To  remove  from registration by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (4)   The  undersigned  Registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act, each filing
of  the  Registrant's annual report pursuant to Section  13(a)  or  Section
15(d)  of  the  Exchange Act, (and, where applicable,  each  filing  of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Exchange  Act,  as  amended),  that is incorporated  by  reference  in  the
Registration  Statement shall be deemed to be a new Registration  Statement
relating  to  the  securities offered therein, and  the  offering  of  such
securities  at  that  time  shall be deemed to be  the  initial  bona  fide
offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of  the Registrant pursuant to the provisions described  above  or
otherwise,  the  Registrant has been advised that in  the  opinion  of  the
Commission  such indemnification is against public policy as  expressed  in
the  Securities Act and is, therefore, unenforceable.  In the event that  a
claim  for indemnification against such liabilities (other than the payment
by  the  Registrant of expenses incurred or paid by a director, officer  or
controlling  person  of  the Registrant in the successful  defense  of  any
action,  suit  or  proceeding) is asserted by  such  director,  officer  or
controlling person in connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question whether such indemnification by  it  is  against
public  policy as expressed in the Securities Act and will be  governed  by
the final adjudication of such issue.

                                SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act  of  1933,  the
undersigned Registrant certifies that it has reasonable grounds to  believe
that  it meets all of the requirements for filing on Form S-8 and has  duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Palo Alto, State  of
California, on June 30, 1997.

                              CNF TRANSPORTATION INC.

                              By /s/ Eberhard G.H. Schmoller
                                Eberhard G. H. Schmoller
                                Senior Vice President, General Counsel
                                and Secretary

     Power of Attorney and Additional Signatures

     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the  capacities  and on the dates indicated.  Each person  whose  signature
appears below constitutes and appoints Eberhard G. H. Schmoller and Gary S.
Cullen, and each of them, his or her true and lawful attorneys-in-fact  and
agents, with full power of substitution and resubstitution, for him or  her
and in his or her name, place and stead, in any and all capacities, to sign
any   or   all   amendments  to  this  Registration  Statement,   including
post-effective amendments, and to file the same, with all exhibits thereto,
and  other  documents  in  connection therewith, with  the  Securities  and
Exchange  Commission, granting unto said attorneys-in-fact and agents  full
power  and  authority  to  do and perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises, as  fully  to
all  intents  and  purposes  as he might or  could  do  in  person,  hereby
ratifying  and  confirming all that said attorneys-in-fact and  agents,  or
their substitutes, may lawfully do or cause to be done by virtue thereof.

     Further,  pursuant  to the requirements of the Act, this  Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.

Signature                Capacity                 Date

/s/ Donald E. Moffitt    Chairman of the Board, President   June 30, 1997
Donald E. Moffitt        and Chief Executive Officer
                         (Principal Executive Officer
                         and Director)

/s/ Gregory L. Quesnel   Executive Vice President and       June 30, 1997
Gregory L. Quesnel       Chief Financial Officer
                         (Principal Financial and Principal
                         Accounting Officer)

                         Director                 June 30, 1997
Robert Alpert

/s/ Earl F. Cheit        Director                 June 30, 1997
Earl F. Cheit

/s/ Richard A. Clarke    Director                 June 30, 1997
Richard A. Clarke

/s/ Margaret G. Gill     Director                 June 30, 1997
Margaret G. Gill

/s/ Robert Jaunich II    Director                 June 30, 1997
Robert Jaunich II

                         Director                 June 30, 1997
W. Keith Kennedy, Jr.

/s/ Richard B. Madden    Director                 June 30, 1997
Richard B. Madden

/s/ Michael J. Murray    Director                 June 30, 1997
Michael J. Murray

/s/ Robert D. Rogers     Director                 June 30, 1997
Robert D. Rogers

/s/ William J. Schroeder Director                 June 30, 1997
William J. Schroeder

/s/ Robert P. Wayman     Director                 June 30, 1997
Robert P. Wayman

                             INDEX TO EXHIBITS

                                                  Sequentially
Exhibit No.        Exhibit                        Numbered Page

4.1       Article Fourth of the Certificate of
          Incorporation of the Registrant, as
          amended, incorporated by reference
          from Exhibit No. 3.1 to the Registrant's
          Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994.

5.1       Opinion of  Counsel

23.1      Consent of  Counsel (included in Exhibit 5.1)

23.2      Consent of Independent Public Accountants

24.1      Powers of Attorney (set forth on the
          signature pages of this Registration
          Statement)