UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 25
NOTIFICATION OF REMOVAL FROM LISTING AND/OR
REGISTRATION UNDER SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 1-5046
Con-Way Inc. - NYSE Arca
(Exact name of Issuer as specified in its charter, and name of Exchange
where security is listed and/or registered)
2855 Campus Drive, Suite 300, San Mateo, CA 94403 650-378-5200
(Address, including zip code, and telephone number, including area
code, of Issuer's principal executive offices)
Common Stock, par value $0.625
(Description of class of securities)
Please place an X in the box to designate the rule provision relied upon to
strike the class of securities from listing and registration:
___ 17 CFR 240.12d2-2(a)(1)
___ 17 CFR 240.12d2-2(a)(2)
___ 17 CFR 240.12d2-2(a)(3)
___ 17 CFR 240.12d2-2(a)(4)
___ Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its
rules to strike the class of securities from listing and/or withdraw
registration on the Exchange.1
_X_ Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules
of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the
voluntary withdrawal of the class of securities from listing and registration
on the Exchange.1
Pursuant to the requirements of the Securities Exchange Act of 1934, Con-Way
Inc. (Name of Issuer or Exchange) certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing the Form 25 and has
caused this notification to be signed on its behalf by the undersigned duly
authorized person.
By /s/ Gary S. Cullen
May 10, 2006 Gary S. Cullen Vice President, Deputy General Counsel
Date Name Title
1Form 25 and attached Notice will be considered compliance with the
provisions of 17 CFR 240.19d-1 as applicable. See General Instructions. .
GENERAL INSTRUCTIONS
1. This form is required by Rule 12d2-2 (17 CFR 240.12d2-2) of the
General Rules and Regulations under the Securities Exchange Act of 1934
("Exchange Act").
2. Exchanges: Attach the delisting determination to this Form 25 to serve
as the required Notice pursuant to Exchange Act Rule 19d-1 (17 CFR 240.19d-
1). Form 25 and the attached Notice will be considered compliance with the
provisions of Rule 19d-1 as applicable.
3. The Form 25 and any attachments must be filed electronically on the
EDGAR database.
4. The removal of the class of securities from listing on the exchange
shall be effective 10 days after filing the Form 25. With respect to the
filing of any amendment to Form 25, the removal of the class of securities
from listing on the exchange shall be effective 10 days after filing the
amended Form 25.
5. The withdrawal of registration of a class of securities registered
under Section 12(b) of the Exchange Act shall take effect in 90 days, or such
shorter period as the Commission may determine, after the exchange or issuer
files a Form 25 with the Commission. With respect to the filing of any
amendment to Form 25, the withdrawal of registration of a class of securities
registered under Section 12(b) shall take effect in 90 days, or such shorter
period as the Commission may determine, after the exchange or issuer files
the amended Form 25.
6. For purposes of Section 12 of the Exchange Act, a class of securities
shall no longer be considered listed on a national securities exchange upon
the effective date of delisting even though the withdrawal of registration is
effective at a later time.
7. The issuer's duty to file any reports under Section 13(a) of the
Exchange Act and the rules and regulations thereunder as a result of the
security's registration under Section 12(b) of the Exchange Act shall be
suspended upon the effective date of the delisting. If, following the
effective date of delisting, the withdrawal of registration under Section
12(b) is delayed by the Commission, an exchange, or an issuer, the issuer
shall, within 60 days of such delay, file any reports that would have been
required under Section 13(a) and the rules and regulations thereunder, had
the Form 25 not been filed. The issuer will also file any subsequent reports
required under Section 13(a) for the duration of the delay.
8. An issuer whose reporting responsibilities under Section 13(a) of the
Exchange Act are suspended for a class of securities under Rule 12d2-2(d)(5)
is, nevertheless, required to file any reports that an issuer with such a
class of securities registered under Section 12 of the Exchange Act would be
required to file under Section 13(a) if such class of securities: (a) is
registered under Section 12(g) of the Exchange Act; or (b) would be
registered, or would be required to be registered, under Section 12(g) of the
Exchange Act but for the exemption from registration under Section 12(g)
provided by Section 12(g)(2)(A) of the Exchange Act.
9. An issuer whose reporting responsibilities under Section 13(a) of the
Exchange Act are suspended under Rule 12d2-2(d)(5) is, nevertheless, required
to file any reports that would be required under Section 15(d) of the
Exchange Act but for the fact that the reporting obligations are: (a)
suspended for a class of securities under Rule 12d2- 2(d)(5); and (b)
suspended, terminated, or otherwise absent under Section 12(g) of the
Exchange Act. The reporting responsibilities of an issuer under Section 15(d)
of the Exchange Act shall continue until the issuer is required to file
reports under Section 13(a) of the Exchange Act or the issuer's reporting
responsibilities under Section 15(d) are otherwise suspended.
10. Issuers should determine if they have additional registration and
reporting requirements under Section 12(g) of the Exchange Act and reporting
obligations pursuant to Section 15(d) of the Exchange Act upon the filing of
Form 25.
11. In any case where the Commission has commenced a proceeding under
Section 12 of the Exchange Act prior to the withdrawal of the registration of
a class of securities becoming effective, such security will remain
registered under Section 12(b) of the Exchange Act until the final decision
of such proceeding, or until the Commission otherwise determines to suspend
the effective date of, or revoke, the registration of a class of securities.
12. In the event removal is being effected under Rule 12d2-2(a)(3) and
the national securities exchange has admitted or intends to admit a successor
security to trading under the temporary exemption provided for by Exchange
Act Rule 12a-5 (17 CFR 240.12a-5) the Form 25 shall be filed with the
Commission in a manner that ensures that the delisting does not become
effective until the successor security is removed from its exempt status.
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