CSX CORP — Director's Dealing 2006

Oct 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2006-10-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-25	Common Stock	M	100000	$23.2813	Acquired	338164	Direct
2006-10-25	Common Stock	S	100000	$36.8344	Disposed	238164	Direct
2006-10-26	Common Stock	M	100000	$28.50	Acquired	338164	Direct
2006-10-26	Common Stock	S	100000	$37.2762	Disposed	238164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-25	Employee Stock Option (right to buy)	$23.2813	M	100000	Disposed	2007-04-17	Common Stock (100000)	Direct
2006-10-26	Employee Stock Option (right to buy)	$28.50	M	100000	Disposed	2007-09-10	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125716	Indirect
Common Stock	4104.107	Indirect
Common Stock	132434.504	Indirect
Common Stock	3606.901	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 26, 2006.

F2: By Trustee, CSX Tax Savings Thrift Plan. The number reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.

F3: By Trustee, CSX Executives Stock Trust.

F4: By Trustee, CSX Executive Deferred Compensation Plan. The number of shares included in this item reflects equivalent shares of cash value held in the CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of this fund.