CSX CORP — Director's Dealing 2004

Apr 8, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2004-03-31

Reporting Person: GOODEN CLARENCE W (EVP Sales & Marketing; CCO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17429	Indirect
Common Stock	50.717	Indirect
Common Stock	35.5	Indirect
Common Stock	900	Direct
Common Stock	17000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option-option to buy	$37.75	2004-05-02	Common Stock (8800)		Direct
Employee Stock Option-option to buy	$40.25	2005-04-24	Common Stock (8800)		Direct
Employee Stock Option-option to buy	$51.4375	2006-04-24	Common Stock (9000)		Direct
Employee Stock Option-option to buy	$46.5625	2007-04-16	Common Stock (22000)		Direct
Employee Stock Option-option to buy	$41.7813	2008-12-13	Common Stock (8800)		Direct
Employee Stock Option-option to buy	$44.8125	2009-04-26	Common Stock (12000)		Direct
Employee Stock Option-option to buy	$25.2813	2010-02-08	Common Stock (22843)		Direct
Employee Stock Option-option to buy	$39.595	2011-05-16	Common Stock (41500)		Direct
Employee Stock Option-option to buy	$38.14	2012-02-12	Common Stock (30000)		Direct
Employee Stock Option-option to buy	$32.145	2013-05-06	Common Stock (30000)		Direct

Footnotes

F1: These shares are held in a Trust for the benefit of the reporting person's spouse. The reporting person's spouse is the trustee of the trust. The reporting person declaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F2: By Trustee of Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies.

F3: By Trustee, CSX Corporation Executives Stock Trust.

F4: Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after May 3, 1995, in whole or in part, when value of CSX stock attains certain prescribed levels.

F5: Exercise price and number of shares adjusted to reflect 2-for-1 stock split for shareholders of record on December 4, 1995.

F6: Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after April 24, 1996, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisability restrictions lapse on April 24, 2004.

F7: Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after April 24, 1997, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisability restrictions lapse on April 24, 2005.

F8: Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after April 16, 1998, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisabilty restrictions lapse on April 16, 2006.

F9: Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after December 19, 1999, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisabilty restrictions lapse on December 13, 2007.

F10: The options became exercisable as to 4,000 shares on April 27, 2002 and as to 4,000 shares on April 27, 2003 and becomes exercisable as to 4,000 shares on April 27, 2004.

F11: The options became exercisable as to 7,615 shares on February 9, 2003 and 7,614 shares on February 9, 2004, and becomes exercisable as to 7,614 shares on February 9, 2005.

F12: Options become exercisable in one-third increments on May 17 in each of the years 2004, 2005 and 2006.

F13: Options become exercisable in one-third increments on February 13 in each of the years 2005, 2006 and 2007.

F14: Options become exercisable in one-third increments on May 7 in each of the years 2006, 2007 and 2008.