Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILLIFORD JOHN H
   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
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2005
(Street)

 		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 01/26/2005   M   1,800 A $ 25.4375 114,263 D  
Common Stock 01/26/2005   S   1,800 D $ 47.5011 112,463 D  
Common Stock 01/27/2005   M   15,867 A $ 25.4375 128,330 D  
Common Stock 01/27/2005   S   15,867 D $ 47.0826 112,463 D  
Common Stock 01/27/2005   M   2,333 A $ 25.4375 114,796 D  
Common Stock 01/27/2005   S   2,333 D $ 47.0502 112,463 D  
Common Stock 01/27/2005   M   25,867 A $ 25.11 138,330 D  
Common Stock 01/27/2005   S   25,867 D $ 47.0502 112,463 D  
Common Stock (1)               949.783 I by 401(k)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 25.11 01/27/2005   M     25,867   (2) 12/04/2011 Common Stock 25,867 $ 47.0502 45,769 D  
Non-Qualified Stock Option (right to buy) $ 25.4375 01/26/2005   M     1,800   (3) 08/01/2010 Common Stock 1,800 $ 47.5011 58,200 D  
Non-Qualified Stock Option (right to buy) $ 25.4375 01/27/2005   M     15,867   (3) 08/01/2010 Common Stock 15,867 $ 47.0826 42,333 D  
Non-Qualified Stock Option (right to buy) $ 25.4375 01/27/2005   M     2,333   (3) 08/01/2010 Common Stock 2,333 $ 47.0502 40,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLIFORD JOHN H

 		       President and CEO-MWW  

Signatures

 John H. Williford   01/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares were acquired under the CNF Thrift and Stock Plan either as matching contributions or in lieu of cash dividends.
(2) The options vest in four quarterly annual installments beginning on January 1 following grant date.
(3) The option vested on 8/1/2005, or earlier if certain performance criteria were met. 20,000 options vested on 8/1/2001 and 40,000 options vested on 8/1/2005.

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