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

                            February 7, 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 February 7,  2011, the Company's Compensation Committee, together with (in
the case of the compensation  of  the Company's Chief Executive Officer), the
other independent members of the Board  of  Directors, approved the following
compensation:

2011 Long-Term Incentive Compensation Awards

2011 long-term incentive compensation awards  include stock option awards and
restricted stock unit awards.

A.   Stock Option Awards.  Each stock option award  described  in  the  table
below  is  made  pursuant  to, and is governed by the terms of, the Company's
2006 Equity and Incentive Plan,  as  amended, and a stock option agreement in
the form attached hereto as Exhibit 99.1.  These  documents  provide that the
options have a term of ten years, will vest in equal annual installments over
three years, commencing January 1, 2012, or earlier in certain  circumstances
(including in the event of death or disability).  Upon retirement  at  age 65
or pursuant to the "Rule of 85" (that is, age plus years of service equal  to
or greater than 85), the options vest and are exercisable for a period of one
year  thereafter.  The  foregoing  description  of the stock option awards is
qualified in its entirety by reference to the form  of stock option agreement
attached hereto as Exhibit 99.1.


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|           Officer            |   Non-   |Incentive | Total |   Exercise   |
|            and               |Qualified |  Stock   |Option |     Price    |
|           Title              |  Option  |  Option  |Shares |              |
|                              |  Shares  |  Shares  |       |              |
-----------------------------------------------------------------------------
|      Douglas W. Stotlar      |  97,303  |  3,135   |100,438|    $31.89    |
|        President and         |          |          |       |              |
|    Chief Executive Officer   |          |          |       |              |
-----------------------------------------------------------------------------
|     Stephen L. Bruffett      |  37,813  |  3,135   |40,948 |    $31.89    |
|  Executive Vice President    |          |          |       |              |
| and Chief Financial Officer  |          |          |       |              |
-----------------------------------------------------------------------------
|      Robert L. Bianco        |  39,366  |  3,135   |42,501 |    $31.89    |
|  Executive Vice President    |          |          |       |              |
|                              |          |          |       |              |
-----------------------------------------------------------------------------
|     Herbert J. Schmidt       |  30,692  |  3,135   |33,827 |    $31.89    |
|   Executive Vice President   |          |          |       |              |
|                              |          |          |       |              |
-----------------------------------------------------------------------------

B.   Restricted Stock Unit Awards. Each restricted stock unit award described
in the table below is made pursuant to, and is governed  by the terms of, the
Company's 2006 Equity and Incentive Plan, as amended, and  a restricted stock
unit  award  agreement,  in the form attached hereto as Exhibit  99.2.  These
documents provide that the  restricted  stock  units will vest on February 7,
2014  (the  third  anniversary  of the grant date),  or  earlier  in  certain
circumstances (including in the event of death or disability). In addition, a
pro rata portion (based on the number  of  months elapsed divided by 36) will
vest upon retirement at age 65 or pursuant to  the  Rule of 85. Recipients do
not  receive  dividend  equivalents  in  the event that a  cash  dividend  is
declared on the Company's common stock, but  do  receive dividend equivalents
if stock dividends are declared. The foregoing description  of the restricted
stock  awards  is  qualified  in  its  entirety by reference to the  form  of
restricted stock unit award agreement attached hereto as Exhibit 99.2.



 ---------------------------------------------------------------------------
|         Officer     |          Title                | Number of Restricted |
|                     |                               |     Stock Units      |
 ---------------------------------------------------------------------------
|Douglas W. Stotlar   |        President and          |        26,154        |
|                     |  Chief Executive Officer      |                      |
|                     |                               |                      |
 ---------------------------------------------------------------------------
|Stephen L. Bruffett  |   Executive Vice President    |        10,663        |
|                     |  and Chief Financial Officer  |                      |
|                     |                               |                      |
 ---------------------------------------------------------------------------
|Robert L. Bianco     |   Executive Vice President    |        11,067        |
|                     |                               |                      |
|                     |                               |                      |
 ---------------------------------------------------------------------------
|Herbert J. Schmidt   |   Executive Vice President    |        8,808         |
|                     |                               |                      |
|                     |                               |                      |
 ---------------------------------------------------------------------------





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 (c)    Exhibits


        Exhibit No.             Description
        -----------             -----------
        EX 99.1                 Form of Stock Option Agreement
        EX 99.2                 Form of Restricted Stock Unit Grant Agreement


                         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)

February 9, 2011        /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Executive Vice President
                        General Counsel & Secretary