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^*

DETTER GERALD L

(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 - CTS

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								113,698.357	D
Common Stock								20	I	By self for son
Common Stock								39.4409	I	Direct-Joint Tenancy
Common Stock⁽¹⁾								1,633.9632	I	by 401(k)⁽¹⁾
Common Stock								30	I	by Spouse for son
Common Stock								195	I	by Spouse with son
Common Stock								1,100	I	by Trust⁽²⁾

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	⁽³⁾	06/15/2004		A		78.582		⁽³⁾	⁽³⁾	Common Stock	78.582	$38.48	30,316.802	I	by Phantom Stock
Incentive Stock Option (right to buy)	$25.11							⁽⁴⁾	12/04/2011	Common Stock	3,982		3,982	D
Incentive Stock Option (right to buy)	$27.0625							⁽⁴⁾	12/06/2010	Common Stock	3,695		3,695	D
Incentive Stock Option (right to buy)	$30.75							⁽⁴⁾	12/08/2009	Common Stock	3,252		3,252	D
Incentive Stock Option (right to buy)	$31.38							⁽⁴⁾	12/02/2012	Common Stock	3,186		3,186	D
Incentive Stock Option (right to buy)	$36.5625							⁽⁴⁾	12/09/2008	Common Stock	2,735		2,735	D
Incentive Stock Option (right to buy)	$43.0625							⁽⁵⁾	06/30/2008	Common Stock	2,322		2,322	D
Non-Qualified Stock Option (right to buy)	$25.11							⁽⁴⁾	12/04/2011	Common Stock	96,018		96,018	D
Non-Qualified Stock Option (right to buy)	$25.4375							08/01/2005	08/01/2010	Common Stock	60,000		60,000	D
Non-Qualified Stock Option (right to buy)	$27.0625							⁽⁴⁾	12/06/2010	Common Stock	48,305		48,305	D
Non-Qualified Stock Option (right to buy)	$30.75							⁽⁴⁾	12/08/2009	Common Stock	56,748		56,748	D
Non-Qualified Stock Option (right to buy)	$31.38							⁽⁴⁾	12/02/2012	Common Stock	21,814		21,814	D
Non-Qualified Stock Option (right to buy)	$32.25							⁽⁵⁾	07/01/2007	Common Stock	12,000		12,000	D
Non-Qualified Stock Option (right to buy)	$35.5							⁽⁵⁾	08/27/2007	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$36.5625							⁽⁴⁾	12/09/2008	Common Stock	27,265		27,265	D
Non-Qualified Stock Option (right to buy)	$43.0625							⁽⁴⁾	06/30/2008	Common Stock	10,178		10,178	D
Series B Preferred Stock	⁽⁶⁾							08/08/1988⁽⁶⁾	⁽⁶⁾	Common Stock	276.7254		276.7254	I	by 401(k)⁽⁶⁾

Explanation of Responses:

1. 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.

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

3. 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.

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

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

6. 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: Gerald L. Detter	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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