Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
COEL KEVIN S
 2. Issuer Name and Ticker or Trading Symbol
Con-way Inc. [CNW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Controller
(Last)
(First)
(Middle)

2855 CAMPUS DRIVE, SUITE 300		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


SAN MATEO, CA 94403		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock (1) 03/14/2008   J 1.7253 A $ 47.4294 820.0437 I by 401(k)
Common Stock (1) 04/03/2008   J 57.879 A $ 50.023 877.9227 I by 401(k)
Common Stock (1) 06/13/2008   J 1.8355 A $ 47.8351 879.7582 I by 401(k)
Common Stock (1) 07/03/2008   J 34.587 A $ 46.7652 914.3452 I by 401(k)
Common Stock (1) 09/12/2008   J 1.9338 A $ 47.2804 916.279 I by 401(k)
Common Stock (1) 10/08/2008   J 38.8071 A $ 35.2984 955.0861 I by 401(k)
Common Stock (1) 12/15/2008   J 4.532 A $ 21.0744 959.6181 I by 401(k)
Common Stock             1,444 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock   04/03/2008   J 3.1928     (2)   (2) Common Stock
3.1928
$ 152.1 156.5476
I
by 401(k)
Series B Preferred Stock   07/01/2008   J 6.6532     (2)   (2) Common Stock
6.6532
$ 152.1 163.2008
I
by 401(k)
Series B Preferred Stock   07/03/2008   J 1.9273     (2)   (2) Common Stock
1.9273
$ 152.1 165.1281
I
by 401(k)
Series B Preferred Stock   10/08/2008   J 1.569     (2)   (2) Common Stock
1.569
$ 152.1 166.6971
I
by 401(k)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COEL KEVIN S
2855 CAMPUS DRIVE, SUITE 300
SAN MATEO, CA 94403		       VP & Controller  

Signatures

By: Gary S. Cullen, Attorney-in-Fact For: Kevin S. Coel 02/12/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were acquired under the Con-way Retirement Savings Plan either as matching contributions or in lieu of cash dividends.
(2) These shares were acquired under the Con-way Retirement Savings Plan as matching contributions or in lieu of cash dividends on other Series B preferred. Each Series B share converts to 4.708 shares of common stock at the option of the Trustee. Upon termination of plan participation each Series B preferred share, with a market value of $152.10, is converted to the equivalent number of common shares, but in no event fewer than 4.708 shares.

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