CSX CORP — Director's Dealing 2003

Dec 1, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2003-12-01

Reporting Person: WARD MICHAEL J (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-06	Common stock	G	1000	—	Disposed	15804	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-01	Phantom Stock Units	$	A	62.7029	Acquired		Common stock (62.7029)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	165000	Direct
Common stock	2022.3157	Indirect
Common stock	66216.4477	Indirect

Footnotes

F1: 1-for-1

F2: Phantom stock units acquired under CSX 2002 Deferred Compensation Plan to be settled in solely in cash with distribution to commence at termination of employment or the attainment of a designated age based on an election made by the participant at least 1 year prior to distribution.

F3: By Trustee, CSX Tax Savings Thrift Plan.

F4: By Trustee, CSX Executives Stock Trust

F5: Gift of stock to charitable foundation.