<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
CONSOLIDATED FREIGHTWAYS
_______________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________
(Title of Class of Securities)
209237106
_______________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 Pages
<PAGE>2
CUSIP No. 209237106 13G Page 2 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
T. ROWE PRICE ASSOCIATES, INC.
_________________________________________
52-0556948
_________________________________________
2 Check the Appropriate Box if a Member of a Group*
(a)
NOT APPLICABLE
_________________________________________ (b)
3 SEC Use Only
_________________________________________
4 Citizenship or Place of Organization
MARYLAND
_________________________________________
5 Sole Voting Power
**
Number of 6,800
_____________________________________________
Shares 6 Shared Voting Power
**
Beneficially 4,385,586
_____________________________________________
Owned By Each 7 Sole Dispositive Power
**
Reporting Person 8,590
_____________________________________________
With 8 Shared Dispositive Power
4,385,586
_____________________________________________
9 Aggregate Amount Beneficially Owned by Each Reporting
Person
4,394,176
_________________________________________
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
NOT APPLICABLE
_________________________________________
<PAGE>3
11 Percent of Class Represented by Amount in Row 9
11.0%
_________________________________________
12 Type of Reporting Person*
IA
_________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
**Any shares reported in Items 5 and 6 are also reported in Item
7.
CUSIP No. 209237106 13G Page 3 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
T. ROWE PRICE TRUST COMPANY
_________________________________________
58-1673818
_________________________________________
2 Check the Appropriate Box if a Member of a Group*
(a)
NOT APPLICABLE
_________________________________________ (b)
3 SEC Use Only
_________________________________________
4 Citizenship or Place of Organization
MARYLAND
_________________________________________
5 Sole Voting Power
**
Number of None
_____________________________________________
Shares 6 Shared Voting Power
Beneficially 4,385,586
_____________________________________________
Owned By Each 7 Sole Dispositive Power
Reporting Person None
_____________________________________________
<PAGE>4
With 8 Shared Dispositive Power
4,385,586
_____________________________________________
9 Aggregate Amount Beneficially Owned by Each Reporting
Person
** 4,385,586
_________________________________________
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
NOT APPLICABLE
_________________________________________
11 Percent of Class Represented by Amount in Row 9
11.0%
** _________________________________________
12 Type of Reporting Person*
BK
_________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
**The aggregate amount reported on this page is also included in
the aggregate amount reported by T. Rowe Price Associates, Inc.
on page 2 of this Schedule 13G.
SCHEDULE 13G
PAGE 4 of 6
Item 1(a) Name of Issuer:
Reference is made to page 1 of this Schedule 13G
Item 1(b) Address of Issuer's Principal Executive Offices:
3240 Hillview Avenue, Palo Alto, California 94304
__________________________________________________________
Item 2(a) Name of Person(s) Filing:
T. Rowe Price Associates, Inc. ("Price
Associates")
(1) ______________________________________________
_______
T. Rowe Price Trust Company, Inc. ("Trust
Company")
(2) ______________________________________________
_______
<PAGE>5
X Attached as Exhibit A is a copy of an agreement
between the Persons Filing (as specified
hereinabove) that this Schedule 13G is being filed
on behalf of each of them.
Item 2(b) Address of Principal Business Office:
100 E. Pratt Street, Baltimore, Maryland 21202
__________________________________________________________
Item 2(c) Citizenship or Place of Organization:
Maryland
(1) ______________________________________________
_______
Maryland
(2) ______________________________________________
_______
Item 2(d) Title of Class of Securities:
See reference on Page 1 of 13G Schedule
__________________________________________________
________
Item 2(e) CUSIP Number:
209237106
Item 3 The person filing this Schedule 13G is an:
X Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
X Bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934.
SCHEDULE 13G
Item 4 Ownership.
The Trust Company serves as trustee of the Consolidated
Freightways Thrift and Stock Ownership Trust, which
owns 843,382 shares of Series B Cumulative convertible
preferred stock ("Preferred") that are the subject of
this filing on Schedule 13G.
<PAGE>6
Each share of Preferred is convertible into four shares
of Common. Accordingly, upon conversion, the 843,382
shares of Preferred would be equivalent to 3,373,528
shares of Common. Both the Trust Company and Price
Associates may be deemed to have shared power to direct
the disposition of 3,373,528 shares of Common,
representing 8.7% of the outstanding shares.
The Preferred is entitled to vote together with the
Common as one class. Each share of Preferred is
entitled to the number of votes equal to the number of
shares of Common into which the Preferred could be
converted, multiplied by 1.3. Accordingly, the 843,382
shares of Preferred have voting rights equivalent to
4,385,586 shares of Common. Both the Trust Company and
Price Associates may be deemed to have shared power to
direct the vote with respect to 4,385,586 shares of
Common, representing 11.0% of the outstanding shares.
Item 5 Ownership of Five Percent or Less of a Class.
__X____ Not Applicable.
______ This statement is being filed to report the fact that,
as of the date of this report, the reporting person(s)
has (have) ceased to be the beneficial owner of more
than five percent of the class of securities.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Pursuant to the terms of the plan documents, certain
rights and powers are delegated to the Trust Company
and certain actions are taken at the direction of the
Pension and Employee Benefits Committee of Consolidated
Freightways, Inc. In addition, plan participants have
the right to direct the Trust Company with respect to
voting the stock and participating in tender offers.
Dividends, income and sale proceeds are employed by the
Trust Company in accordance with the terms of the plan
documents for the exclusive benefit of the participants
and beneficiaries of the plan. First National Bank of
Maryland, Baltimore, Maryland has been appointed by the
Trust Company to serve as custodian.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
T. Rowe Price Trust Company
<PAGE>7
Item 8 Identification and Classification of Members of the
Group.
Not Applicable.
SCHEDULE 13G
PAGE 6 of 6
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
By signing below I (we) certify that, to the best
of my (our) knowledge and belief, the securities
referred to above were acquired in the ordinary
course of business and were not acquired for the
purpose of and do not have the effect of changing
or influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purpose or effect. T. Rowe Price Associates,
Inc. hereby declares and affirms that the filing
of Schedule 13G shall not be construed as an
admission that Price Associates is the beneficial
owner of the securities referred to, which
beneficial ownership is expressly denied.
Signature.
After reasonable inquiry and to the best of my
(our) knowledge and belief, I (we) certify that
the information set forth in this statement is
true, complete and correct.
February 14, 1994 February 14, 1994
Dated: ________________________ Dated: __________________
T. ROWE PRICE TRUST COMPANY, INC. T. ROWE PRICE ASSOCIATES,
INC.
By: /s/ Henry H. Hopkins By: /s/ Henry H. Hopkins
Henry H. Hopkins, Vice President Henry H. Hopkins,
Managing Director
<PAGE>8
Note: Six copies of this Schedule 13G, including all exhibits,
must be filed with the Securities and Exchange
Commission, and a copy hereof must be sent to the issuer
by registered or certified mail and to the principal
national securities exchange on which the security is
listed not later than February 14th following the
calendar year covered by the statement or within the
time specified in Rule 13d-1(b)(2), if applicable.
12/31/93<PAGE>
PAGE 9 EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
T. Rowe Price Associates, Inc. (an investment adviser
registered under the Investment Advisers Act of 1940) and T. Rowe
Price Trust Company, Inc., a Maryland limited chartered trust
company, hereby agree to file jointly the statement on Schedule
13G to which this Agreement is attached, and any amendments
thereto which may be deemed necessary, pursuant to Regulation
13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties
hereto is responsible for the timely filing of such statement and
any amendments thereto, and for the completeness and accuracy of
the information concerning such party contained therein, but such
party is not responsible for the completeness or accuracy of
information concerning the other party unless such party knows or
has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this
Agreement shall be attached as an exhibit to the statement on
Schedule 13G, and any amendments hereto, filed on behalf of each
of the parties hereto.
February 14, 1994 February 14, 1994
Dated: __________________________ Dated:
T. ROWE PRICE TRUST COMPANY, INC. T. ROWE PRICE ASSOCIATES,
INC.
By: /s/ Henry H. Hopkins By: /s/ Henry H. Hopkins
Henry H. Hopkins, Vice President Henry H. Hopkins,
Managing
Director
