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
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)
04/23/2004

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	04/23/2004		M		1,184	A	$19.6333	94,222	D
Common Stock	04/23/2004		S		1,184	D	$36.981	93,038	D
Common Stock	04/23/2004		M		487	A	$18.05	93,525	D
Common Stock	04/23/2004		S		487	D	$36.981	93,038	D
Common Stock	04/23/2004		M		8,329	A	$18.05	101,367	D
Common Stock	04/23/2004		S		8,329	D	$36.981	93,038	D
Common Stock	04/23/2004		M		6,600	A	$18.05	99,638	D
Common Stock	04/23/2004		S		6,600	D	$37.05	93,038	D
Common Stock	04/23/2004		M		4,018	A	$18.05	97,056	D
Common Stock	04/23/2004		S		4,018	D	$36.913	93,038	D
Common Stock	04/23/2004		M		3,082	A	$25.4375	96,120	D
Common Stock	04/23/2004		S		3,082	D	$36.913	93,038	D
Common Stock	04/23/2004		M		2,900	A	$25.4375	95,938	D
Common Stock	04/23/2004		S		2,900	D	$37.21	93,038	D
Common Stock	04/23/2004		M		3,400	A	$25.4375	96,438	D
Common Stock	04/23/2004		S		3,400	D	$37.25	93,038	D
Common Stock	04/23/2004		M		10,000	A	$25.4375	103,038	D
Common Stock	04/23/2004		S		10,000	D	$37.02	93,038	D
Common Stock	04/23/2004		M		618	A	$25.4375	93,656	D
Common Stock	04/23/2004		S		618	D	$37	93,038	D
Common Stock	04/23/2004		M		9,382	A	$25.11	102,420	D
Common Stock	04/23/2004		S		9,382	D	$37	93,038	D
Common Stock	04/23/2004		M		7,600	A	$25.11	100,638	D
Common Stock	04/23/2004		S		7,600	D	$37.01	93,038	D
Common Stock⁽¹⁾	03/15/2004		J	V	2.7109	A	$32.4326	881.8449	I	by 401(k)
Common Stock⁽¹⁾	04/06/2004		J	V	39.9311	A	$35.2775	921.776	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)
Incentive Stock Option (right to buy)	$18.05	04/23/2004		M			487	07/01/1997	07/01/2006	Common Stock	487	$36.981	0	D
Non-Qualified Stock Option (right to buy)	$18.05	04/23/2004		M			8,329	07/01/1997	07/01/2006	Common Stock	8,329	$36.981	10,618	D
Non-Qualified Stock Option (right to buy)	$18.05	04/23/2004		M			6,600	07/01/1997	07/01/2006	Common Stock	6,600	$37.05	4,018	D
Non-Qualified Stock Option (right to buy)	$18.05	04/23/2004		M			4,018	07/01/1997	07/01/2006	Common Stock	4,018	$36.913	0	D
Non-Qualified Stock Option (right to buy)	$19.6333	04/23/2004		M			1,184	07/24/1996	07/24/2005	Common Stock	1,184	$36.981	0	D
Non-Qualified Stock Option (right to buy)	$25.11	04/23/2004		M			9,382	01/01/2003	12/04/2011	Common Stock	9,382	$37	101,636	D
Non-Qualified Stock Option (right to buy)	$25.11	04/23/2004		M			7,600	01/01/2003	12/04/2011	Common Stock	7,600	$37.01	94,036	D
Non-Qualified Stock Option (right to buy)	$25.4375	04/23/2004		M			3,082	08/01/2001	08/01/2010	Common Stock	3,082	$36.913	56,918	D
Non-Qualified Stock Option (right to buy)	$25.4375	04/23/2004		M			2,900	08/01/2001	08/01/2010	Common Stock	2,900	$37.21	54,018	D
Non-Qualified Stock Option (right to buy)	$25.4375	04/23/2004		M			3,400	08/01/2001	08/01/2010	Common Stock	3,400	$37.25	50,618	D
Non-Qualified Stock Option (right to buy)	$25.4375	04/23/2004		M			10,000	08/01/2001	08/01/2010	Common Stock	10,000	$37.02	40,618	D
Non-Qualified Stock Option (right to buy)	$25.4375	04/23/2004		M			618	08/01/2001	08/01/2010	Common Stock	618	$37	40,000	D
Series B Preferred Stock	⁽²⁾	01/02/2004		J	V	7.608		⁽²⁾	⁽²⁾	Common Stock	7.608	$0	186.614	I	by 401(k)
Series B Preferred Stock	⁽²⁾	04/06/2004		J	V	3.036		⁽²⁾	⁽²⁾	Common Stock	3.036	$0	189.65	I	by 401(k)

Explanation of Responses:

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

2. These shares were acquired under the CNF Thrift and Stock Plan as matching contributions or in lieu of cash dividends on other Series B preferred. Each Series B share converts to 4.708 shares of common stock at the option of the Trustee. Upon termination of plan participation each Series B preferred share, with a market value of $152.10, is converted to the equivalent number of common shares, but in no event fewer than 4.708 shares.

	By: Gary S. Cullen, Atty-in-Fact For: John H. Williford	04/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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