SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Millican Bryan MacFarlane

(Last)

(First)

(Middle)

3240 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2005

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CN Sr. VP of Sales &

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,041.47	I	by 401(k)
Common Stock	2,943	I	by Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	12/04/2011	Common Stock	17,000	$25.11	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	08/01/2010	Common Stock	10,000	$25.4375	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	12/06/2010	Common Stock	9,500	$27.0625	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	12/08/2009	Common Stock	9,300	$30.75	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	12/02/2012	Common Stock	14,000	$31.38	D
Non-Qualified Stock Option (right to buy)	07/01/1998⁽⁶⁾	07/01/2007	Common Stock	3,500	$32.25	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	12/15/2013	Common Stock	9,500	$32.96	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	12/09/2008	Common Stock	7,500	$36.5625	D
Non-Qualified Stock Option (right to buy)	06/30/1999⁽⁶⁾	06/30/2008	Common Stock	2,750	$43.0625	D
Non-Qualified Stock Option (right to buy)	⁽⁹⁾	01/24/2015	Common Stock	7,900	$46.02	D
Series B Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	252.2118	⁽¹⁰⁾	I	by 401(k)

Explanation of Responses:

1. This option vests in four annual equal installments, with the first installment vesting on January 1, 2003 - Option fully vested on January 1, 2006.

2. 1/3 vests on 08/01/2001, one year from date of grant, and the remainer of the option vests on 8/1/2005, or earlier if certain performance criteria are met.

3. This option vests in four annual equal installments, with the first installment vesting on January 1, 2002 - Option fully vested on January 1, 2005.

4. This option vests in four annual equal installments, with the first installment vesting on January 1, 2001 - Option fully vested on January 1, 2004.

5. This option vests in four annual equal installments, with the first installment vesting on January 1, 2004 - Option fully vested on January 1, 2007.

6. Options vested in full one year from grant date.

7. This option vests in four annual equal installments, with the first installment vesting on January 1, 2005 - Option fully vested on January 1, 2008.

8. This option vests in four annual equal installments, with the first installment vesting on January 1, 2000 - Option fully vested on January 1, 2003

9. This option vests in three annual equal installments, with the first installment vesting on January 1, 2006 - Option fully vested on January 1, 2008.

10. 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, Attorney-at-Law For: Bryan M Millican	06/10/2005
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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