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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bianco Robert Leo Jr
   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)
EVP & President - MWW
(Last)
(First)
(Middle)
1717 NW 21ST AVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/07/2012
(Street)

PORTLAND, OR 97209		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Restricted Stock 02/07/2012   A   14,296 (1) A $ 0 37,308 D  
Common Stock               23,183.3947 D  
Common Stock               12,270.6437 I by 401(k)

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 20.27               (2) 01/26/2019 Common Stock 4,933   4,933 D  
Incentive Stock Option (right to buy) $ 31.89               (2) 02/07/2021 Common Stock 3,135   3,135 D  
Incentive Stock Option (right to buy) $ 44.09               (2) 01/28/2018 Common Stock 2,268   2,268 D  
Incentive Stock Option (right to buy) $ 46.65               (2) 01/29/2017 Common Stock 2,143   2,143 D  
Non-Qualified Stock Option (right to buy) $ 20.27               (2) 01/26/2019 Common Stock 53,360   53,360 D  
Non-Qualified Stock Option (right to buy) $ 31.38               (3) 12/02/2012 Common Stock 6,000   6,000 D  
Non-Qualified Stock Option (right to buy) $ 31.89               (2) 02/07/2021 Common Stock 39,366   39,366 D  
Non-Qualified Stock Option (right to buy) $ 32.96               (4) 12/15/2013 Common Stock 7,125   7,125 D  
Non-Qualified Stock Option (right to buy) $ 44.09               (2) 01/28/2018 Common Stock 27,247   27,247 D  
Non-Qualified Stock Option (right to buy) $ 46.02               (5) 01/24/2015 Common Stock 8,000   8,000 D  
Non-Qualified Stock Option (right to buy) $ 46.65               (2) 01/29/2017 Common Stock 27,857   27,857 D  
Non-Qualified Stock Option (right to buy) $ 55.2               (6) 01/22/2016 Common Stock 8,700   8,700 D  
Stock Appreciation Rights (7) $ 28.92             01/01/2011 02/09/2020 Common Stock 39,136   39,136 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bianco Robert Leo Jr
1717 NW 21ST AVE
PORTLAND, OR 97209		       EVP & President - MWW  

Signatures

 By: Jessica Carbullido For: Robert L. Bianco, Jr.   02/09/2012
**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) Each restricted stock unit represents a contingent right to receive one share of common stock.
(2) The option vests in three equal annual installments, beginning on the January 1 following the date of grant.
(3) This option vests in four annual equal installments, with the first installment vesting on January 1, 2004 - Option fully vested on January 1, 2007.
(4) This option vests in four annual equal installments, with the first installment vesting on January 1, 2005 - Option fully vested on January 1, 2008.
(5) This option vests in three annual equal installments, with the first installment vesting on January 1, 2006 - Option fully vested on January 1, 2008.
(6) The option vests in three equal annual installments beginning January 1 following the date of grant.
(7) Cash-settled SARs vest in three equal annual installments beginning on January 1 following the date of grant and expire 10 years from the date of grant.

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