CSX CORP — Director's Dealing 2006

Sep 29, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2006-09-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-27	Common Stock	M	235000	$16.0725	Acquired	473164	Direct
2006-09-27	Common Stock	S	235000	$32.58	Disposed	238164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-27	Employee Stock Option	$16.0725	M	235000	Disposed	2013-05-07	Common Stock (235000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125696	Indirect
Common Stock	4108.319	Indirect
Common Stock	132434.504	Indirect
Common Stock	3610.603	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 August 4, 2006.

F2: By Trustee, CSX Tax Savings Thrift Plan. 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.

F5: 800,000 options granted 05/07/2003 one-third vesting on 05/07/2006, one-third vesting on 5/7/2007 and one-third vesting on 5/7/2008.