EXHIBIT 25(C)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) _____

---------------------------------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

-----------------------------------

CNF TRUST I
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE 94-1444798
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

3240 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

% TERM CONVERTIBLE PREFERRED SECURITIES
(TITLE OF INDENTURE SECURITIES)

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Chicago and State of Illinois, on the 27th day of May, 1997.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /s/ Steven M. Wagner
--------------------
STEVEN M. WAGNER
VICE PRESIDENT AND SENIOR COUNSEL
CORPORATE TRUST SERVICES DIVISION

* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25,
1996 (REGISTRATION NO. 333-14201).

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

May 27, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of the Amended and Restated Declaration of
Trust of CNF Trust I, the undersigned, in accordance with Section 321(b) of the
Trust Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ Steven M. Wagner
--------------------
STEVEN M. WAGNER
VICE PRESIDENT AND SENIOR COUNSEL
CORPORATE TRUST SERVICES DIVISION

EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

C400
DOLLAR AMOUNTS IN ------------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------

ASSETS

1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1).............. 0081 3,871,170 1.a.
b. Interest-bearing balances(2)....................................... 0071 6,498,314 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A).......... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B,column D)........ 1773 3,901,208 2.b.
3. Federal funds sold and securities purchased under agreements to resell. 1350 4,612,975 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)............................................................... RCFD 2122 23,345,201 4.a.
b. LESS: Allowance for loan and lease losses........................... RCFD 3123 420,963 4.b.
c. LESS: Allocated transfer risk reserve............................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c)............................ 2125 22,924,238 4.d.
5. Trading assets (from Schedule RD-D).................................... 3545 8,792,158 5.
6. Premises and fixed assets (including capitalized leases)............... 2145 706,928 6.
7. Other real estate owned (from Schedule RC-M)........................... 2150 6,563 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)......................................... 2130 61,551 8.
9. Customers' liability to this bank on acceptances outstanding........... 2155 488,866 9.
10. Intangible assets (from Schedule RC-M)................................. 2143 291,569 10.
11. Other assets (from Schedule RC-F)...................................... 2160 1,775,283 11.
12. Total assets (sum of items 1 through 11)............................... 2170 53,930,823 12.

- ------------------

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

SCHEDULE RC-CONTINUED

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
--------- ------------

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................................. RCON 2200 21,550,056 13.a.
(1) Noninterest-bearing(1).................................. RCON 6631 8,895,137 13.a.1
(2) Interest-bearing........................................ RCON 6636 12,654,919 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II).......................... RCFN 2200 12,364,650 13.b.
(1) Noninterest bearing..................................... RCFN 6631 287,496 13.b.1
(2) Interest-bearing........................................ RCFN 6636 12,077,154 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.817,421 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,621 15.a.
b. Trading Liabilities(from Sechedule RC-D).................... RCFD 3548 5,872,831 15b.
16. Other borrowed money:
a. With original maturity of one year or less.................. RCFD 2332 2,607,549 16.a.
b. With original maturity of more than one year................ RCFD 2333 322,414 16b.
17. Not applicable
18. Bank's liability on acceptance executed and outstanding........ RCFD 2920 488,866 18.
19. Subordinated notes and debentures.............................. RCFD 3200 1,550,000 19.
20. Other liabilities (from Schedule RC-G)......................... RCFD 2930 1,196,229 20.
21. Total liabilities (sum of items 13 through 20)................. RCFD 2948 49 ,833,637 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................. RCFD 3838 0 23.
24. Common stock................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)....... RCFD 3839 2,944,244 25.
26. a. Undivided profits and capital reserves...................... RCFD 3632 954,885 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................................. RCFD 8434 (1,089) 26.b.
27. Cumulative foreign currency translation adjustments............ RCFD 3284 (1,712) 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 4,097,186 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28).......................... RCFD 3300 53,930,823 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external
Number

auditors as of any date during 1996..................................................... RCFD 6724 ......[ 2 ] M.1.

1 = Independent audit of the bank conducted 4 = Directors' examination of the bank
in accordance with generally accepted performed by other external auditors
auditing standards by a certified public (may be required by state chartering
accounting firm which submits a report authority
on the bank
2 = Independent audit of the bank's 5 = Review of the bank's financial
parent holding company conducted in statements by external
accordance with generally accepted auditors
auditing standards by a certified public 6 = Compilation of the bank's financial
accounting firm which submits a report on statements by external auditors
the consolidated holding company (but not 7 = Other audit procedures (excluding
on the bank separately) tax preparation work)
3 = Directors' examination of the bank 8 = No external audit work
conducted in accordance with
generally accepted auditing standards
by a certified public accounting firm
(may be required by state chartering
authority)

- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.