SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
CNF TRANSPORTATION INC.
_______________________________________
(Name of Issuer)
Common Stock
_______________________________________
(Title of Class of Securities)
12612W104
_______________________________________
(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
CUSIP NO. 12612W104 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 3,000
Beneficially 6 Shared Voting Power
**
Owned By Each 3,887,959
Reporting 7 Sole Dispositive Power
**
Person 3,400
With 8 Shared Dispositive Power
3,887,959
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,891,359
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
7.5%
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. 12612W104 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 3,887,959
Reporting 7 Sole Dispositive Power
**
Person NONE
With 8 Shared Dispositive Power
3,887,959
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,887,959
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
7.5%
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: 12612W104
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
635,246 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 635,246 shares
of Preferred would be equivalent to 2,990,738 shares of
Common. Both the Trust Company and Price Associates may be
deemed to have shared power to direct the disposition of
2,990,738 shares of common, representing 5.8% 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 635,246 shares of Preferred have
voting rights equivalent to 3,887,959 shares of Common.
Both the Trust Company and Price Associates may be deemed
to have shared power to direct the vote with respect to
3,887,959 shares of Common, representing 7.5% 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 12, 1999 Dated: February 12, 1999
T. ROWE PRICE TRUST COMPANY, T. ROWE PRICE ASSOCIATES, INC.
INC.
By: /s/ Henry H. Hopkins By: /s/ Henry H. Hopkins
Henry H. Hopkins, Henry H. Hopkins,
Vice President Managing Director
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 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.
12/31/1998
<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 12, 1999 Dated: February 12, 1999
T. ROWE PRICE TRUST COMPANY, T. ROWE PRICE ASSOCIATES, INC.
INC.
By: /s/ Henry H. Hopkins By: /s/ Henry H. Hopkins
Henry H. Hopkins, Henry H. Hopkins,
Vice President Managing Director
