SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLIFORD JOHN H

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CNF INC [ CNF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO-MWW

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2005		M		1,800	A	$25.4375	114,263	D
Common Stock	01/26/2005		S		1,800	D	$47.5011	112,463	D
Common Stock	01/27/2005		M		15,867	A	$25.4375	128,330	D
Common Stock	01/27/2005		S		15,867	D	$47.0826	112,463	D
Common Stock	01/27/2005		M		2,333	A	$25.4375	114,796	D
Common Stock	01/27/2005		S		2,333	D	$47.0502	112,463	D
Common Stock	01/27/2005		M		25,867	A	$25.11	138,330	D
Common Stock	01/27/2005		S		25,867	D	$47.0502	112,463	D
Common Stock ^{( 1 )}								949.783	I	by 401(k)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$25.11	01/27/2005		M			25,867	^{( 2 )}	12/04/2011	Common Stock	25,867	$47.0502	45,769	D
Non-Qualified Stock Option (right to buy)	$25.4375	01/26/2005		M			1,800	^{( 3 )}	08/01/2010	Common Stock	1,800	$47.5011	58,200	D
Non-Qualified Stock Option (right to buy)	$25.4375	01/27/2005		M			15,867	^{( 3 )}	08/01/2010	Common Stock	15,867	$47.0826	42,333	D
Non-Qualified Stock Option (right to buy)	$25.4375	01/27/2005		M			2,333	^{( 3 )}	08/01/2010	Common Stock	2,333	$47.0502	40,000	D

Explanation of Responses:

1. These shares were acquired under the CNF Thrift and Stock Plan either as matching contributions or in lieu of cash dividends.

2. The options vest in four quarterly annual installments beginning on January 1 following grant date.

3. The option vested on 8/1/2005, or earlier if certain performance criteria were met. 20,000 options vested on 8/1/2001 and 40,000 options vested on 8/1/2005.

	John H. Williford	01/28/2005
	** Signature of Reporting Person	Date
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