As filed with the Securities and Exchange Commission on January 29, 2001

                        Registration No. 333-_________

                                 UNITED STATES
                      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)



                           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)
_________________________________________________________________

 CNF Transportation Inc. Deferred Compensation Plan for Executives
                        (full title of the plans)

_________________________________________________________________


                        CALCULATION OF REGISTRATION FEE
_________________________________________________________________


Title of Each              Proposed     Proposed
  Class of                 Maximum      Maximum
 Securities     Amount     Offering     Aggregate      Amount of
   to Be        to be      Price per    Offering     Registration
 Registered   Registered   Share        Price            Fee



Common Stock,  200,000(A)     (B)        (B)        $1668.75(C)
$0.625 par
 value

Common Stock   200,000(A)     (B)        (B)        $1668.75(C)
Units
_________________________________________________________________


(A) Plus such indeterminate number of additional shares as may be
necessary to adjust the number of shares or units reserved for
issuance pursuant to the Plan subject to the Registration Statement
as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock.

(B) No additional consideration to be received beyond what is
received in respect of interests in the Plan, which have been
registered pursuant to Registration No. 333-48733 as filed with
the Securities and Exchange Commission on March 27, 1998.

(C) The registration fee was calculated pursuant to Section 6(b)
of the Securities Act and Rule 457 as follows: 0.00025 times
$33.375 (the average of the high and low prices of the Common
Stock on January 25, 2001) times 200,000.


 PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.

     The documents listed in (a) through (c) 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, 1999, 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 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").

                    (c) 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, 1999, 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 4.   Description of Securities.

     Common Stock Units are units having at all times a value
equal to one whole share of Common Stock that are payable only in
shares of Common Stock.  Under the terms of the Plan, amounts
allocated to a Plan participant's "phantom stock account" will be
denominated in Common Stock Units during the period of deferral
and may not be transferred out of such account.  During the
deferral period, a Plan participant's phantom stock account will
be credited with dividend equivalents as though the underlying
shares of Common Stock were owned by such participant.  Dividend
equivalents so credited will be converted into additional Common
Stock Units.  Plan participants will have no voting rights with
respect to the shares underlying Common Stock Units until such
shares have been distributed.  The number of Common Stock Units
allocated to a participant's phantom stock account may be
adjusted in the event of certain corporate events.  At the
expiration of the deferral period, a number of shares of Common
Stock equal to the number of Common Stock Units in a
participant's phantom stock account will be issued to such
participant (fractional shares will be paid in cash).


Item 5.   Interests of Named Experts and Counsel.

     Not applicable.


Item 6.   Indemnification of Officers and Directors.

     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 states 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 7.   Exemption from Registration Claimed.

     Not applicable.


Item 8.   Exhibits.

 Exhibit       Description
   No.         of Exhibit

   4.1         Article Fourth of the Certificate of
               Incorporation of the Registrant, as amended,
               incorporated by reference from Exhibit 4(a) to
               the Registrant's Form S-3 dated May 6, 1997

   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 January 29, 2001.

                              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                  Title                           Date

/s/ Donald E. Moffitt      Chairman of the Board           January 29, 2001
Donald E. Moffitt           (Director)


/s/ Gregory L. Quesnel     President, Chief Executive      January 29, 2001
Gregory L. Quesnel         Officer and Interim Chief
                            Financial Officer
                            (Principal Executive, Principal
                            Financial and Principal
                            Accounting Officer and
                            Director)

s/ Robert Alpert           Director                        January 29, 2201
Robert Alpert


/s/ Richard A. Clarke      Director                        January 29, 2001
Richard A. Clarke

/s/ Margaret G. Gill       Director                        January 29, 2001
Margaret G. Gill

/s/ Robert Jaunich II      Director                        January 29, 2001
Robert Jaunich II

/s/ W. Keith Kennedy Jr.   Director                        January 29, 2001
W. Keith Kennedy, Jr.


/s/ Richard B. Madden      Director                        January 29, 2001
Richard B. Madden

/s/ Michael J. Murray      Director                        January 29, 2001
Michael J. Murray

/s/ Robert D. Rogers       Director                        January 29, 2001
Robert D. Rogers

/s/ William J. Schroeder   Director                        January 29, 2001
William J. Schroeder

/s/ Robert P. Wayman       Director                        January 29, 2001
Robert P. Wayman

                        LIST OF EXHIBITS

Exhibit   Description of Exhibit
 No.

 4.1      Article Fourth of the Certificate of
          Incorporation of the Registrant, as
          amended, incorporated by reference from
          Exhibit 4(a) to the Registrant's Form S-3
          dated May 6, 1997.

 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", "filename": "0001.txt", "secsgml_size_bytes": 18383}]
{"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": "333-54558", "film-number": "1518355"}, "business-address": {"street1": "3240 HILLVIEW AVE", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "6504942900"}, "mail-address": {"street1": "1717 NW 21ST AVE", "city": "PORTLAND", "state": "OR", "zip": "97209"}, "former-company": {"former-conformed-name": "CONSOLIDATED FREIGHTWAYS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 29, 2001

                        Registration No. 333-_________

                                 UNITED STATES
                      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)

                           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)
_________________________________________________________________

 CNF Transportation Inc. Deferred Compensation Plan for Executives
                        (full title of the plans)

_________________________________________________________________

                        CALCULATION OF REGISTRATION FEE
_________________________________________________________________

Title of Each              Proposed     Proposed
  Class of                 Maximum      Maximum
 Securities     Amount     Offering     Aggregate      Amount of
   to Be        to be      Price per    Offering     Registration
 Registered   Registered   Share        Price            Fee

Common Stock,  200,000(A)     (B)        (B)        $1668.75(C)
$0.625 par
 value

Common Stock   200,000(A)     (B)        (B)        $1668.75(C)
Units
_________________________________________________________________

(A) Plus such indeterminate number of additional shares as may be
necessary to adjust the number of shares or units reserved for
issuance pursuant to the Plan subject to the Registration Statement
as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock.

(B) No additional consideration to be received beyond what is
received in respect of interests in the Plan, which have been
registered pursuant to Registration No. 333-48733 as filed with
the Securities and Exchange Commission on March 27, 1998.

(C) The registration fee was calculated pursuant to Section 6(b)
of the Securities Act and Rule 457 as follows: 0.00025 times
$33.375 (the average of the high and low prices of the Common
Stock on January 25, 2001) times 200,000.

 PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The documents listed in (a) through (c) 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, 1999, 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 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").

                    (c) 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, 1999, 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 4.   Description of Securities.

     Common Stock Units are units having at all times a value
equal to one whole share of Common Stock that are payable only in
shares of Common Stock.  Under the terms of the Plan, amounts
allocated to a Plan participant's "phantom stock account" will be
denominated in Common Stock Units during the period of deferral
and may not be transferred out of such account.  During the
deferral period, a Plan participant's phantom stock account will
be credited with dividend equivalents as though the underlying
shares of Common Stock were owned by such participant.  Dividend
equivalents so credited will be converted into additional Common
Stock Units.  Plan participants will have no voting rights with
respect to the shares underlying Common Stock Units until such
shares have been distributed.  The number of Common Stock Units
allocated to a participant's phantom stock account may be
adjusted in the event of certain corporate events.  At the
expiration of the deferral period, a number of shares of Common
Stock equal to the number of Common Stock Units in a
participant's phantom stock account will be issued to such
participant (fractional shares will be paid in cash).

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Officers and Directors.

     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 states 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 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

 Exhibit       Description
   No.         of Exhibit

   4.1         Article Fourth of the Certificate of
               Incorporation of the Registrant, as amended,
               incorporated by reference from Exhibit 4(a) to
               the Registrant's Form S-3 dated May 6, 1997

   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 January 29, 2001.

                              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                  Title                           Date

/s/ Donald E. Moffitt      Chairman of the Board           January 29, 2001
Donald E. Moffitt           (Director)

/s/ Gregory L. Quesnel     President, Chief Executive      January 29, 2001
Gregory L. Quesnel         Officer and Interim Chief
                            Financial Officer
                            (Principal Executive, Principal
                            Financial and Principal
                            Accounting Officer and
                            Director)

s/ Robert Alpert           Director                        January 29, 2201
Robert Alpert

/s/ Richard A. Clarke      Director                        January 29, 2001
Richard A. Clarke

/s/ Margaret G. Gill       Director                        January 29, 2001
Margaret G. Gill

/s/ Robert Jaunich II      Director                        January 29, 2001
Robert Jaunich II

/s/ W. Keith Kennedy Jr.   Director                        January 29, 2001
W. Keith Kennedy, Jr.

/s/ Richard B. Madden      Director                        January 29, 2001
Richard B. Madden

/s/ Michael J. Murray      Director                        January 29, 2001
Michael J. Murray

/s/ Robert D. Rogers       Director                        January 29, 2001
Robert D. Rogers

/s/ William J. Schroeder   Director                        January 29, 2001
William J. Schroeder

/s/ Robert P. Wayman       Director                        January 29, 2001
Robert P. Wayman

                        LIST OF EXHIBITS

Exhibit   Description of Exhibit
 No.

 4.1      Article Fourth of the Certificate of
          Incorporation of the Registrant, as
          amended, incorporated by reference from
          Exhibit 4(a) to the Registrant's Form S-3
          dated May 6, 1997.

 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)