SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No.  1  )*

CNF Inc.

(Name of Issuer)

Common Stock, $.625 par value

(Title of Class of Securities)

12612W104

(CUSIP Number)

Ralph V. Whitworth
Relational Investors, LLC
11975 El Camino Real, Suite 300
San Diego, CA 92130
(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 3, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RELATIONAL INVESTORS, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) 00
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,880,800
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 3,880,800
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,880,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 7.76%
	14.	Type of Reporting Person (See Instructions) IA/HC/OO

2

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RELATIONAL INVESTORS, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,114,557
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 1,114,557
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,114,557
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 2.23%
	14.	Type of Reporting Person (See Instructions) PN

3

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RELATIONAL FUND PARTNERS, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 46,584
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 46,584
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 46,584
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.09%
	14.	Type of Reporting Person (See Instructions) PN

4

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RELATIONAL COAST PARTNERS, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 110,732
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 110,732
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 110,732
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.22%
	14.	Type of Reporting Person (See Instructions) PN

5

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RELATIONAL PARTNERS, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 38,394
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 38,394
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,394
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.08%
	14.	Type of Reporting Person (See Instructions) PN

6

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH FUND 1, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 607,586
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 607,586
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 607,586
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 1.21%
	14.	Type of Reporting Person (See Instructions) PN

7

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH FUND 2, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 878,210
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 878,210
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 878,210
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 1.76%
	14.	Type of Reporting Person (See Instructions) PN

8

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors III, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 42,762
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 42,762
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 42,762
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.09%
	14.	Type of Reporting Person (See Instructions) PN

9

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 4, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 153,297
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 153,297
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 153,297
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.31%
	14.	Type of Reporting Person (See Instructions) PN

10

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 195,591
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 195,591
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 195,591
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.39%
	14.	Type of Reporting Person (See Instructions) PN

11

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 7, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 110,143
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 110,143
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 110,143
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.22%
	14.	Type of Reporting Person (See Instructions) PN

12

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RALPH V. WHITWORTH
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,880,800
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power3,880,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,880,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 7.76%
	14.	Type of Reporting Person (See Instructions) IN

13

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DAVID H. BATCHELDER
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,880,800
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power3,880,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,880,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 7.76%
	14.	Type of Reporting Person (See Instructions) IN

14

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) JOEL L. REED
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,880,800
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power3,880,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,880,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 7.76%
	14.	Type of Reporting Person (See Instructions) IN

15

CUSIP No.   12612W104
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) JAMES J. ZEHENTBAUER
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,880,800
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power3,880,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,880,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 7.76%
	14.	Type of Reporting Person (See Instructions) IN

16

Item 3.	Source and Amount of Funds or Other Consideration
Three of the six accounts managed by RILLC purchased an aggregate of 9,735 Shares for a total consideration (including brokerage commissions) of $330,620.23 derived from capital in the managed accounts and margin borrowings from the client margin accounts at Credit Suisse First Boston Corporation (“CSFBC”).  The other three accounts managed by RILLC purchased an aggregate of 573,209 Shares for a total consideration (including broker commissions) of $19,497,865.74 derived from the capital of the managed accounts.
RILP purchased an aggregate of 1,114,557 Shares for total consideration (including brokerage commissions) of $37,871,444.63 derived from the capital of RILP.
RFP purchased an aggregate of 46,584 Shares for total consideration (including brokerage commissions) of $1,581,585.46 derived from the capital of RFP and margin borrowings from a margin account at CSFBC.
RCP purchased an aggregate of 110,732 Shares for total consideration (including brokerage commissions) of $3,764,503.85 derived from the capital of RCP and margin borrowings from a margin account at CSFBC.
RP purchased an aggregate of 38,394 Shares for total consideration (including brokerage commissions) of $1,304,753.76 derived from the capital of RP and margin borrowings from a margin account at CSFBC.
RH1 purchased an aggregate of 607,586 Shares for total consideration (including brokerage commissions) of $20,662,709.50 derived from the capital of RH1 and margin borrowings from a margin account at CSFBC.
RH2 purchased an aggregate of 878,210 Shares for total consideration (including brokerage commissions) of $29,853,256.04 derived from the capital of RH2 and margin borrowings from a margin account at CSFBC.
RI III purchased an aggregate of 42,762 Shares for total consideration (including brokerage commissions) of $1,462,001.00 derived from the capital of RI III.
RH4 purchased an aggregate of 153,297 Shares for total consideration (including brokerage commissions) of $5,212,547.87 derived from the capital of RH4.
RH6 purchased an aggregate of 195,591 Shares for total consideration (including brokerage commissions) of $6,650,945.85 derived from the capital of RH6.
RH7 purchased an aggregate of 110,143 Shares for total consideration (including brokerage commissions) of $3,744,397.03 derived from the capital of RH7.
Interest on the margin debt balance of each of the margin accounts described above is charged at the then Federal Funds Rate plus 50 basis points. CSFBC has a lien on the Shares held by three of the six accounts managed by RILLC and those held by each of RFP, RCP, RP, RH1 and RH2 to secure repayment of the margin borrowings described above.
Item 5.	Interest in Securities of the Issuer
(a)As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 3,880,800 Shares constituting 7.76% of the outstanding Shares (the percentage of Shares owned being based upon 50,024,063 Shares outstanding at March 1, 2004 as set forth in the Company’s Definitive Proxy Statement filed on March 16, 2004.). The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	PERCENT OF OUTSTANDING SHARES
RILLC	582,944	1.17%
RILP	1,114,557	2.23%
RFP	46,584	0.09%
RCP	110,732	0.22%
RP	38,394	0.08%
RH1	607,586	1.21%
RH2	878,210	1.76%
RI III	42,762	0.09%
RH4	153,297	0.31%
RH6	195,591	0.39%
RH7	110,143	0.22%

17

RILLC, in its capacity as an investment advisor, may be deemed to possess direct beneficial ownership of the 582,944 Shares that are owned by accounts which it manages. Additionally, RILLC, as the sole general partner of each of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6 and RH7 and as the sole managing member of the general partner of RI III, may be deemed indirectly to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Shares of which any of RILP, RFP, RCP, RP, RH1, RH2, RI III, RH4, RH6 and RH7 may be deemed to possess direct beneficial ownership. Each of Messrs. Whitworth, Batchelder, Reed and Zehentbauer, as Principals of RILLC, may be deemed to share beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth, Batchelder, Reed and Zehentbauer disclaims beneficial ownership of such Shares for all other purposes.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b) RILP has the sole power to vote or direct the vote of 1,114,557 Shares and the sole power to dispose or direct the disposition of such Shares.

RFP has the sole power to vote or direct the vote of 46,584 Shares and the sole power to dispose or direct the disposition of such Shares.

RCP has the sole power to vote or direct the vote of 110,732 Shares and the sole power to dispose or direct the disposition of such Shares.

RP has the sole power to vote or direct the vote of 38,394 Shares and the sole power to dispose or direct the disposition of such Shares.

RH1 has the sole power to vote or direct the vote of 607,586 Shares and the sole power to dispose or direct the disposition of such Shares.

RH2 has the sole power to vote or direct the vote of 878,210 Shares and the sole power to dispose or direct the disposition of such Shares.

RI III has the sole power to vote or direct the vote of 42,762 Shares and the sole power to dispose or direct the disposition of such Shares.

RH4 has the sole power to vote or direct the vote of 153,297 Shares and the sole power to dispose or direct the disposition of such Shares.

RH6 has the sole power to vote or direct the vote of 195,591 Shares and the sole power to dispose or direct the disposition of such Shares.

RH7 has the sole power to vote or direct the vote of 110,143 Shares and the sole power to dispose or direct the disposition of such Shares.

RILLC has the sole power to vote or direct the vote of 582,944 Shares held by six accounts which it manages, and the sole power to dispose or direct the disposition of such Shares. In addition, RILLC, as sole general partner of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6 and RH7 and as the sole managing member of the general partner of RI III, may be deemed to have the sole power to vote or direct the vote of 3,297,856 Shares held by such Reporting Persons, and the sole power to dispose or direct the disposition of such Shares. Messrs. Batchelder, Whitworth, Reed and Zehentbauer, as the Principals of RILLC, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.

(c) Information concerning transactions in the Shares by the Reporting Persons since April 19, 2004 (the filing date of the initial Schedule 13D) is set forth in Exhibit 1 filed with this Statement.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by the account managed by RILLC may be delivered to such account.

(e) Not applicable.

18

Item 7.	Material to Be Filed as Exhibits
The following Exhibits are filed herewith:
1. Information concerning transactions in the Shares affected by the Reporting Persons since April 19, 2004.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Statement is true, complete and correct.

Dated: May 4, 2004.

RELATIONAL INVESTORS, L.P.

RELATIONAL FUND PARTNERS, L.P.

RELATIONAL COAST PARTNERS, L.P.

RELATIONAL PARTNERS, L.P.

RH FUND 1, L.P.

RH FUND 2, L.P.

RELATIONAL INVESTORS III, L.P.

RH FUND 4, L.P.

RH FUND 6, L.P.

RH FUND 7, L.P.

By: Relational Investors, LLC

as general partner to each, except as the sole managing member of the general partner of Relational Investors III, L.P.

By:		/s/ Ralph V. Whitworth
	Ralph V. Whitworth
	Principal

RELATIONAL INVESTORS, LLC

By:		/s/ Ralph V. Whitworth
	Ralph V. Whitworth
	Principal

/s/ Ralph V. Whitworth

Ralph V. Whitworth

/s/ David H. Batchelder

David H. Batchelder

/s/ Joel L. Reed

Joel L. Reed

/s/ James J. Zehentbauer

James J. Zehentbauer

19

EXHIBIT INDEX

Exhibit No.	Description
1.	Information concerning transactions in the Shares effected by the Reporting Persons since April 19, 2004.

20

EX-1

Exhibit 1

Beneficial Ownership	Denotes Third Party	Transaction Date	Quantity	Price per Share (including commissions)
Relational Investors, L.P.		4/19/2004	14,314.00	35.64
Relational Investors LLC		4/19/2004	3,815.00	35.67
Relational Investors LLC		4/19/2004	833.00	35.64
Relational Partners, L.P.		4/19/2004	492.00	35.64
Relational Coast Partners, L.P.		4/19/2004	1,258.00	35.64
Relational Coast Partners, L.P.		4/19/2004	155.00	35.64
Relational Fund Partners, L.P.		4/19/2004	585.00	35.64
RH Fund 1, L.P.		4/19/2004	7,885.00	35.64
RH Fund 2, L.P.		4/19/2004	11,233.00	35.64
Relational Investors III, L.P.		4/19/2004	561.00	35.64
RH Fund 4, L.P.		4/19/2004	1,959.00	35.64
Relational Investors LLC		4/19/2004	2,798.00	35.64
RH Fund 6, L.P.		4/19/2004	2,556.00	35.64
RH Fund 7, L.P.		4/19/2004	1,433.00	35.64
Relational Investors LLC		4/19/2004	119.00	35.64
Relational Investors LLC		4/19/2004	4.00	35.65
Relational Investors, L.P.		4/27/2004	38,333.00	37.90
Relational Investors LLC		4/27/2004	10,215.00	37.91
Relational Investors LLC		4/27/2004	2,231.00	37.90
Relational Partners, L.P.		4/27/2004	1,319.00	37.90
Relational Coast Partners, L.P.		4/27/2004	3,367.00	37.90
Relational Coast Partners, L.P.		4/27/2004	416.00	37.90
Relational Fund Partners, L.P.		4/27/2004	1,567.00	37.90
RH Fund 1, L.P.		4/27/2004	21,116.00	37.90
RH Fund 2, L.P.		4/27/2004	30,082.00	37.90
Relational Investors III, L.P.		4/27/2004	1,503.00	37.90
RH Fund 4, L.P.		4/27/2004	5,247.00	37.90
Relational Investors LLC		4/27/2004	7,492.00	37.90
RH Fund 6, L.P.		4/27/2004	6,846.00	37.90
RH Fund 7, L.P.		4/27/2004	3,839.00	37.90
Relational Investors LLC		4/27/2004	317.00	37.90
Relational Investors LLC		4/27/2004	10.00	37.90
Relational Investors, L.P.		4/28/2004	28,628.00	37.94

Relational Investors LLC	4/28/2004	7,629.00	37.95
Relational Investors LLC	4/28/2004	1,667.00	37.94
Relational Partners, L.P.	4/28/2004	985.00	37.94
Relational Coast Partners, L.P.	4/28/2004	2,514.00	37.94
Relational Coast Partners, L.P.	4/28/2004	311.00	37.94
Relational Fund Partners, L.P.	4/28/2004	1,170.00	37.94
RH Fund 1, L.P.	4/28/2004	15,770.00	37.94
RH Fund 2, L.P.	4/28/2004	22,466.00	37.94
Relational Investors III, L.P.	4/28/2004	1,123.00	37.94
RH Fund 4, L.P.	4/28/2004	3,918.00	37.94
Relational Investors LLC	4/28/2004	5,595.00	37.94
RH Fund 6, L.P.	4/28/2004	5,112.00	37.94
RH Fund 7, L.P.	4/28/2004	2,867.00	37.94
Relational Investors LLC	4/28/2004	238.00	37.94
Relational Investors LLC	4/28/2004	7.00	37.94
Relational Investors, L.P.	4/29/2004	32922	37.20
Relational Investors LLC	4/29/2004	8773	37.21
Relational Investors LLC	4/29/2004	1916	37.20
Relational Partners, L.P.	4/29/2004	1132	37.20
Relational Coast Partners, L.P.	4/29/2004	2892	37.20
Relational Coast Partners, L.P.	4/29/2004	357	37.20
Relational Fund Partners, L.P.	4/29/2004	1346	37.20
RH Fund 1, L.P.	4/29/2004	18136	37.20
RH Fund 2, L.P.	4/29/2004	25836	37.20
Relational Investors III, L.P.	4/29/2004	1291	37.20
RH Fund 4, L.P.	4/29/2004	4506	37.20
Relational Investors LLC	4/29/2004	6435	37.20
RH Fund 6, L.P.	4/29/2004	5879	37.20
RH Fund 7, L.P.	4/29/2004	3297	37.20
Relational Investors LLC	4/29/2004	274	37.20
Relational Investors LLC	4/29/2004	8	37.20
Relational Investors, L.P.	4/30/2004	14314	36.85
Relational Investors LLC	4/30/2004	3815	36.86
Relational Investors LLC	4/30/2004	833	36.85
Relational Partners, L.P.	4/30/2004	492	36.85
Relational Coast Partners, L.P.	4/30/2004	1258	36.85
Relational Coast Partners, L.P.	4/30/2004	155	36.85

Relational Fund Partners, L.P.	4/30/2004	585	36.85
RH Fund 1, L.P.	4/30/2004	7885	36.85
RH Fund 2, L.P.	4/30/2004	11233	36.85
Relational Investors III, L.P.	4/30/2004	561	36.85
RH Fund 4, L.P.	4/30/2004	1959	36.85
Relational Investors LLC	4/30/2004	2798	36.85
RH Fund 6, L.P.	4/30/2004	2556	36.85
RH Fund 7, L.P.	4/30/2004	1433	36.85
Relational Investors LLC	4/30/2004	119	36.85
Relational Investors LLC	4/30/2004	4	36.85
Relational Investors, L.P.	5/3/2004	40959	36.75
Relational Investors LLC	5/3/2004	11077	36.76
Relational Investors LLC	5/3/2004	2534	36.75
Relational Partners, L.P.	5/3/2004	1443	36.75
Relational Coast Partners, L.P.	5/3/2004	4011	36.75
Relational Coast Partners, L.P.	5/3/2004	457	36.75
Relational Fund Partners, L.P.	5/3/2004	1705	36.75
RH Fund 1, L.P.	5/3/2004	23762	36.75
RH Fund 2, L.P.	5/3/2004	34646	36.75
Relational Investors III, L.P.	5/3/2004	2675	36.75
RH Fund 4, L.P.	5/3/2004	6276	36.75
Relational Investors LLC	5/3/2004	8703	36.75
RH Fund 6, L.P.	5/3/2004	7322	36.75
RH Fund 7, L.P.	5/3/2004	4069	36.75
Relational Investors LLC	5/3/2004	349	36.75
Relational Investors LLC	5/3/2004	12	36.75
Relational Investors, L.P.	5/4/2004	27606	36.81
Relational Investors LLC	5/4/2004	7466	36.82
Relational Investors LLC	5/4/2004	1708	36.81
Relational Partners, L.P.	5/4/2004	973	36.81
Relational Coast Partners, L.P.	5/4/2004	2703	36.81
Relational Coast Partners, L.P.	5/4/2004	308	36.81
Relational Fund Partners, L.P.	5/4/2004	1149	36.81
RH Fund 1, L.P.	5/4/2004	16015	36.81
RH Fund 2, L.P.	5/4/2004	23351	36.81
Relational Investors III, L.P.	5/4/2004	1803	36.81
RH Fund 4, L.P.	5/4/2004	4230	36.81

Relational Investors LLC	5/4/2004	5866	36.81
RH Fund 6, L.P.	5/4/2004	4935	36.81
RH Fund 7, L.P.	5/4/2004	2742	36.81
Relational Investors LLC	5/4/2004	237	36.81
Relational Investors LLC	5/4/2004	8	36.81