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

                           October 17, 2006
            ------------------------------------------------
            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 or                              Number)
         organization)

       2855 Campus Drive, Suite 300, San Mateo, California 94403
      -----------------------------------------------------------
                (Address of principal executive offices)
                               (zip code)

          Registrant's telephone number, including area code:
                             (650) 378-5200



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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 1.01   Entry into a Material Definitive Agreement

On October 13, 2006 the Company's Board of Directors approved certain changes
to  the  Company's  pension and retirement benefits programs, to be effective
January 1, 2007.  These  changes are described in the press release issued by
the Company on October 17,  2006, a copy of which is attached as Exhibit 99.1
to this Form 8-K.

Among the changes approved was  the adoption of a new supplemental retirement
savings plan in which all employees  who  are subject to the Internal Revenue
Code limitations on benefits available under  qualified  defined contribution
plans, or who contribute to the Company's 2005 Deferred Compensation Plan for
Executives,  will  be  automatically  enrolled. The new plan is  intended  to
provide to participants the excess of (i)  the  benefits that would have been
available  under  the Company's defined contribution  plan  if  the  Internal
Revenue  Code  limitations   did  not  apply  and  the  participant  did  not
participate in the 2005 Deferred  Compensation Plan for Executives, over (ii)
the benefits actually available to  those  participants  under  the Company's
defined contribution plan.

The  new  supplemental retirement savings plan document will be prepared  and
submitted to  the  Company's  Board  of  Directors  for approval prior to the
January 1, 2007 effective date.

Item 7.01   Regulation FD Disclosure

On October 17, 2006, the Company issued the press release attached as Exhibit
99.1 to this Form 8-K, which is incorporated by reference. The press release
describes certain changes to the Company's pension and retirement benefits
programs that the Company's Board of Directors approved on October 13, 2006.
This Report and the Exhibit are furnished to, and not filed with, the
Commission.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits


Exhibit No.         Description
-----------         ----------------------------------------
99.1                Press Release dated October 17, 2006.



                         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)

October 17, 2006        /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Senior Vice President,
                        General Counsel & Secretary