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 *
Stotlar Douglas
   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)
Director, President & CEO
(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   38,642 (1) A $ 0 93,636 D  
Common Stock               97,372 D  
Common Stock               15,049.8366 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
Employee Stock Option (right to buy) $ 43.93               (2) 04/25/2015 Common Stock 79,673   79,673 D  
Incentive Stock Option (right to buy) $ 20.27               (3) 01/26/2019 Common Stock 4,933   4,933 D  
Incentive Stock Option (right to buy) $ 31.89               (3) 02/07/2021 Common Stock 3,135   3,135 D  
Incentive Stock Option (right to buy) $ 44.09               (3) 01/28/2018 Common Stock 2,268   2,268 D  
Incentive Stock Option (right to buy) $ 46.65               (3) 01/29/2017 Common Stock 2,143   2,143 D  
Incentive Stock Option (right to buy) $ 55.2               (4) 01/22/2016 Common Stock 1,811   1,811 D  
Non-Qualified Stock Option (right to buy) $ 20.27               (3) 01/26/2019 Common Stock 170,580   170,580 D  
Non-Qualified Stock Option (right to buy) $ 31.38             01/01/2007 12/02/2012 Common Stock 16,000   16,000 D  
Non-Qualified Stock Option (right to buy) $ 31.89               (3) 02/07/2021 Common Stock 97,303   97,303 D  
Non-Qualified Stock Option (right to buy) $ 32.96             01/01/2008 12/15/2013 Common Stock 13,500   13,500 D  
Non-Qualified Stock Option (right to buy) $ 44.09               (3) 01/28/2018 Common Stock 86,599   86,599 D  
Non-Qualified Stock Option (right to buy) $ 46.65               (3) 01/29/2017 Common Stock 112,857   112,857 D  
Non-Qualified Stock Option (right to buy) $ 49.11               (3) 12/17/2007 Common Stock 40,000   40,000 D  
Non-Qualified Stock Option (right to buy) $ 55.2               (4) 01/22/2016 Common Stock 53,189   53,189 D  
Phantom Stock (5)               (5)   (5) Common Stock 14,205.2   14,205.2 D  
Stock Appreciation Rights (6) $ 28.92             01/01/2011 02/09/2020 Common Stock 146,986   146,986 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stotlar Douglas
1717 NW 21ST AVE
PORTLAND, OR 97209		       Director, President & CEO  

Signatures

 By: Jessica Carbullido For: Douglas W. Stotlar   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 April 25, 2006.
(3) The option vests in three equal annual installments, beginning on the January 1 following the date of grant.
(4) The option vests in three equal annual installments beginning January 1 following the date of grant.
(5) Shares of phantom stock are acquired on a 1-for-1 basis under the Company's deferred compensation plan either upon an election to convert a stated amount of a reporting person's existing account balance or through the reinvestment of dividend-equivalents . Phantom stock becomes payable, in cash or common stock, at the discretion of the Compensation Committee, upon the reporting person's termination of employment.
(6) 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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