SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
CONSOLIDATED FREIGHTWAYS, INC.
_______________________________________
(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 7 Pages
<PAGE>
CUSIP NO. 209237106 13G Page 2 of 7 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
Number of 5 Sole Voting Power
**
Shares NONE
Beneficially 6 Shared Voting Power
**
Owned By Each 4,434,486
Reporting 7 Sole Dispositive Power
**
Person NONE
With 8 Shared Dispositive Power
4,434,486
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,434,486
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
9.1%
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.
<PAGE>
CUSIP NO. 209237106 13G Page 3 of 7 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
Number of 5 Sole Voting Power
**
Shares NONE
Beneficially 6 Shared Voting Power
**
Owned By Each 4,434,486
Reporting 7 Sole Dispositive Power
**
Person NONE
With 8 Shared Dispositive Power
4,434,486
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,434,486
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
9.1%
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.
<PAGE>
SCHEDULE 13G
PAGE 4 OF 7
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:
(1) T. Rowe Price Associates, Inc. ("Price
Associates")
(2) T. Rowe Price Trust Company, Inc. ("Trust Company")
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:
(1) Maryland
(2) Maryland
Item 2(d) Title of Class of Securities:
Reference is made to page 1 of this Schedule 13G
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.
<PAGE>
SCHEDULE 13G PAGE 5 of 7
Item 4 Ownership.
The Trust Company serves as trustee of the Consolidated
Freightways Thrift and Stock Ownership Trust, which
owns 724,542 shares of Series B Cumulative convertible
preferred stock ("Preferred") that are the subject of
this filing on Schedule 13G.
Each share of Preferred is convertible into 4.708
shares of Common. Accordingly, upon conversion, the
724,542 shares of Preferred would be equivalent to
3,411,143 shares of Common. Both the Trust Company and
Price Associates may be deemed to have shared power to
direct the disposition of 3,411,143 shares of common,
representing 7.2% of the outstanding shares.
The Preferred is entitled to vote together with the Common as one
class. Eash 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 l.3. Accordingly, the 724,542
shares of Preferred have voting rights equivalent to 4,434,486
shares of Common. Both the Trust Company and Price Associates may
be deemed to have shared power to direct the vote with respect to
4,434,486 shares of Common, representing 9.1% 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.
SCHEDULE 13G
Page 6 of 7
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.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
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.
Dated: February 14, 1997 Dated: February 14, 1997
T. ROWE PRICE TRUST COMPANY, T. ROWE PRICE ASSOCIATES, INC.
INC.
By: ______________________ By: ______________________
Henry H. Hopkins, Henry H. Hopkins,
Vice President Managing Director
SCHEDULE 13G
PAGE 7 OF 7
Note: 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.
12/31/96<PAGE>
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 bank 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.
Dated: February 14, 1997 Dated: February 14, 1997
T. ROWE PRICE TRUST COMPANY, T. ROWE PRICE ASSOCIATES, INC.
INC.
By: ______________________ By: ______________________
Henry H. Hopkins, Henry H. Hopkins,
Vice President Managing Director
