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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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) SVP & Controller (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   5,023 (1) A $ 0 16,208 D   Common Stock               3,808.8115 D   Common Stock               2,386.3599 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

Non-Qualified Stock Option (right to buy)

$ 20.27

(2)

01/26/2019

Common Stock

12,062

12,062

D

Non-Qualified Stock Option (right to buy) (3)

$ 28.92

01/01/2011

02/09/2020

Common Stock

12,786

12,786

D

Non-Qualified Stock Option (right to buy)

$ 31.38

12/02/2003(4)

12/02/2012

Common Stock

2,750

2,750

D

Non-Qualified Stock Option (right to buy)

$ 31.89

(2)

02/07/2021

Common Stock

13,648

13,648

D

Non-Qualified Stock Option (right to buy)

$ 32.96

12/15/2004

12/15/2013

Common Stock

6,500

6,500

D

Non-Qualified Stock Option (right to buy)

$ 44.09

(2)

01/28/2018

Common Stock

6,107

6,107

D

Non-Qualified Stock Option (right to buy)

$ 46.02

(2)

01/24/2015

Common Stock

4,000

4,000

D

Non-Qualified Stock Option (right to buy)

$ 46.65

(2)

01/29/2017

Common Stock

6,500

6,500

D

Non-Qualified Stock Option (right to buy)

$ 55.2

(5)

01/22/2016

Common Stock

3,600

3,600

D

Phantom Stock

(6)

(6)

(6)

Common Stock

2,425.944

2,425.944

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COEL KEVIN S 1717 NW 21ST AVE PORTLAND, OR 97209			SVP & Controller

Signatures

By: Jessica Carbullido For: Kevin S. Coel		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)	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.
(4)	The option vests in four quarterly annual installments beginning on January 1 following grant date.
(5)	The option vests in three equal annual installments beginning January 1 following the date of grant.
(6)	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.

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