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^*

QUESNEL GREGORY L

(Last)

(First)

(Middle)

3240 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2004

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⁽¹⁾								41,250	D
Common Stock⁽²⁾								1,436.7926	I	by 401(k)⁽³⁾
Common Stock								25,977	I	by Trust⁽⁴⁾

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)
Phantom Stock	⁽⁵⁾	06/15/2004		A		53.634		⁽⁵⁾	⁽⁵⁾	Common Stock	53.634	$38.48	20,691.913	I	by Phantom Stock
Incentive Stock Option (right to buy)	$25.11							⁽⁶⁾	12/04/2011	Common Stock	3,982		3,982	D
Incentive Stock Option (right to buy)	$27.0625							⁽⁶⁾	12/06/2010	Common Stock	3,695		3,695	D
Incentive Stock Option (right to buy)	$30.75							⁽⁶⁾	12/08/2009	Common Stock	3,252		3,252	D
Incentive Stock Option (right to buy)	$31.38							⁽⁶⁾	12/02/2012	Common Stock	3,186		3,186	D
Incentive Stock Option (right to buy)	$36.5625							⁽⁶⁾	12/09/2008	Common Stock	2,735		2,735	D
Incentive Stock Option (right to buy)	$43.0625							⁽⁷⁾	06/30/2008	Common Stock	2,322		2,322	D
Non-Qualified Stock Option (right to buy)	$18.05							⁽⁷⁾	07/01/2006	Common Stock	30,789		30,789	D
Non-Qualified Stock Option (right to buy)	$25.11							⁽⁶⁾	12/04/2011	Common Stock	296,018		296,018	D
Non-Qualified Stock Option (right to buy)	$25.4375							08/01/2005	08/01/2010	Common Stock	175,000		175,000	D
Non-Qualified Stock Option (right to buy)	$27.0625							⁽⁶⁾	12/06/2010	Common Stock	156,305		156,305	D
Non-Qualified Stock Option (right to buy)	$30.75							⁽⁶⁾	12/08/2009	Common Stock	156,748		156,748	D
Non-Qualified Stock Option (right to buy)	$31.38							⁽⁶⁾	12/02/2012	Common Stock	142,814		142,814	D
Non-Qualified Stock Option (right to buy)	$32.25							⁽⁷⁾	07/01/2007	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$36.5625							⁽⁶⁾	12/09/2008	Common Stock	42,265		42,265	D
Non-Qualified Stock Option (right to buy)	$39							05/04/2002	05/04/2008	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$43.0625							⁽⁷⁾	06/30/2008	Common Stock	20,178		20,178	D
Series B Preferred Stock⁽²⁾	⁽⁸⁾							08/08/1988⁽⁸⁾	⁽⁸⁾	Common Stock	263.382		263.382	I	by 401(k)

Explanation of Responses:

1. Forfeiture of performance restricted shares due to performance criteria not being met.

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

3. These shares were acquired under the CNF Thrift and Stock Plan during 2003 at prices ranging from $25.38 to $33.9247 per share, in a transaction that was exempt from Section 16(b) by virtue of Rule 16(b)-3.

4. These shares are held in a trust in which the reporting person and his spouse are settlers, trustees and beneficiaries.

5. Shares of phantom stock are acquired on a 1-for1 basis either upon an election to convert a stated amount of their existing balance or through the reinvestment of dividend-equivalents under terms of the Deferred Compensation Plan. Phantom stock becomes payable, in cash or common stock at the discretion of the Compensation Committee, upon the reporting person's termination of employment.

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

7. Options vest in full one year from grant date.

8. 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, Atny-in-Fact For: Gregory L. Quesnel	06/17/2004
	** 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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