CSX CORP — Director's Dealing 2005

Mar 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2005-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-03	Common stock	M	20000	$40.25	Acquired	185000	Direct
2005-03-03	Common Stock	S	20000	$42.25	Disposed	165000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-03	Employee Stock Option (right to buy)	$40.25	M	20000	Disposed	2005-04-24	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2036.1949	Indirect
Common stock	66216.4477	Indirect
Common Stock	14804	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 4, 2005.

F2: By Trustee, CSX Tax Savings Thrift Plan.

F3: By Trustee, CSX Executives Stock Trust.

F4: Cashless exercise of stock options pursuant to the Rule 10b5-1 trading plan refereced in Note 1.