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CSX CORP Director's Dealing 2006

Oct 27, 2006

29952_dirs_2006-10-27_647486dd-ea4e-4b5d-8366-316bce7ee618.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-10-25 Common Stock M 7332 $23.2813 Acquired 113260 Direct
2006-10-25 Common Stock S 7332 $37.50 Disposed 105928 Direct
2006-10-25 Common Stock M 11732 $20.8907 Acquired 113260 Direct
2006-10-25 Common Stock S 11732 $37.50 Disposed 105928 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 7332 Disposed 2007-04-17 Common Stock (7332) Direct
2006-10-25 Employee Stock Option (right to buy) $20.8907 M 11732 Disposed 2008-12-14 Common Stock (11732) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 35126.8 Indirect
Common Stock 102.575 Indirect
Common Stock 34858 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 May 3, 2006.

F2: By Trustee, CSX Corporation Executive Deferred Compensation Plan. The number of shares included in this item reflects 71.799 equivalent shares of cash value held in the CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of this fund.

F3: 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.

F4: 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 is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.

F5: The reported transaction includes 5,866 shares that became exercisable on 02/02/2006, and 5,866 shares that became exercisable on 4/19/2006.