UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549


                                FORM 8-K

                             CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

                            January 24, 2011
            ------------------------------------------------
            Date of Report (Date of earliest event reported)

                                Con-way Inc.
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter)

         Delaware               1-5046              94-1444798
         ----------             ------              ----------
        (State or other        (Commission         (IRS Employer
        jurisdiction of        File Number)        Identification
        incorporation)                                 Number)

           2211 Old Earhart Road, Ann Arbor Michigan 48105
      -----------------------------------------------------------
                (Address of principal executive offices)
                               (zip code)

          Registrant's telephone number, including area code:
                             (734) 994-6600


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     (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))


ITEM  5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT   OF  CERTAIN  OFFICERS;  COMPENSATORY  ARRANGEMENTS  OF  CERTAIN
OFFICERS

On  January  24,   2011,  the  Company's  Compensation  Committee  (with  the
concurrence of the other  independent  members  of the Board of Directors, in
the  case  of  the  compensation of the Company's Chief  Executive  Officer),
approved the following compensation:

2011 Annual Cash Incentive  Awards.   The  annual  cash  incentive awards are
based  upon performance metrics approved by the Compensation  Committee.  For
each award  the  Compensation  Committee  has set a minimum achievement level
below which no payouts are received, a target achievement level at which each
executive will earn a target payout (equal  to  a specified percentage of the
executive's base salary earned during the year),  and  a  maximum achievement
level at or above which each executive will earn a payout equal  to twice his
target amount. The specified percentages of base salary payable at  a  target
achievement level are set forth in the table below.


-----------------------------------------------------------------------------
|    Officer         |              Title                    | Percentage   |
|                    |                                       | of Actual    |
|                    |                                       | Base Salary  |
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|Douglas W. Stotlar  |President and Chief Executive Officer  |    100%      |
|                    |                                       |              |
|                    |                                       |              |
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|Stephen L. Bruffett |Executive Vice President and Chief     |     70%      |
|                    |Financial Officer                      |              |
|                    |                                       |              |
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|Robert L. Bianco    |Executive Vice President               |     70%      |
|                    |                                       |              |
-----------------------------------------------------------------------------
|Herbert J. Schmidt  |Executive Vice President               |     70%      |
|                    |                                       |              |
|                    |                                       |              |
-----------------------------------------------------------------------------

The performance metrics applicable to the 2011 cash incentive awards made  to
Messrs. Bianco and Schmidt are shown in the table below:


----------------------------------------------------------------------------
|    Officer       |         Title           |    Performance Metric       |
----------------------------------------------------------------------------
|Robert L. Bianco  |Executive Vice President |Adjusted Operating Income of |
|                  |                         |Menlo Worldwide Logistics    |
----------------------------------------------------------------------------
|Herbert J. Schmidt|Executive Vice President |Operating Ratio of           |
|                  |                         |Con-way Truckload            |
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As used in the table above:

     "Operating Income" means Operating Income (Loss) determined on a US GAAP
     basis,  as  adjusted  for any and all asset impairments pursuant to FASB
     Codification topic 350  and  360;  any  and  all  restructuring  charges
     pursuant to topic 420; any and all accounting changes pursuant to  topic
     250,  and  in  the  case  of Con-way Truckload, the net of any gain/loss
     realized as a result of asset  sales;  provided,  however,  if,  for any
     segment,  Operating  Income  is  less than the minimum achievement level
     after deducting all accruals for variable  pay but would equal or exceed
     the  minimum achievement level if accruals for  variable  pay  were  not
     deducted, then that segment shall be deemed to have achieved the minimum
     achievement level and the award payouts to segment executives determined
     accordingly, subject to reduction as provided in the following sentence.
     Each such  segment  executive's  award  payout  shall  be  reduced  by a
     prorated portion of the dollar shortfall between the minimum achievement
     level and the segment's actual Operating Income.

     "Operating  Ratio"  means  Operating  Expense  (Revenue  less  Operating
     Income) divided by Revenue, and "Revenue" means Revenues determined on a
     US GAAP basis before inter-segment eliminations

The  awards  made  to  Messrs.  Stotlar  and  Bruffett  (i)  are based on the
percentage  achievement levels of Con-way Freight, Menlo Worldwide  Logistics
and Con-way Truckload  with respect to their performance metrics and (ii) are
weighted as shown in the table below:


                       -----------------------------
                       |Business Unit    |Weighting|
                       -----------------------------
                       |Con-way Freight  |   73%   |
                       -----------------------------
                       |Con-way Truckload|   14%   |
                       -----------------------------
                       |Menlo Logistics  |   13%   |
                       -----------------------------
                       |Total            |  100%   |
                       -----------------------------


ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN
FISCAL YEAR.

On January 25, 2011, the  Board  of  Directors  approved  an amendment to the
Company's By-laws, adding the following sentence at the end  of  Article  II,
Section 5:

  "Notwithstanding any provision in these Bylaws to the contrary, a nominee
  for director shall be elected to the Board of Directors if the votes cast
  for such nominee's election exceed the votes cast against such nominee's
  election; provided, however, that directors shall be elected by a plurality
  of the votes cast at any meeting of stockholders for which the Secretary of
  the Corporation determines that the number of nominees exceeds the number
  of directors to be elected as of the date seven days prior to the scheduled
  mailing date of the proxy statement for such meeting."

A copy of the By-laws as amended is attached as Exhibit 99.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 (c)    Exhibits


        Exhibit No.             Description
        -----------             -----------
        EX 99                   By-Laws as amended January 25, 2011


                         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                         Con-way Inc.
                        ------------
                        (Registrant)

January 27, 2011        /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Executive Vice President
                        General Counsel & Secretary