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CSX CORP Director's Dealing 2006

Feb 1, 2006

29952_dirs_2006-02-01_11840849-c4f1-4fe9-9859-06fd5b9af0ac.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: 2006-01-30

Reporting Person: FITZSIMMONS ELLEN M (Senior Vice President - Law)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-01-30 Common Stock M 2000 $51.4375 Acquired 55546 Direct
2006-01-30 Common Stock S 2000 $54.1209 Disposed 53546 Direct
2006-01-30 Common Stock M 1334 $46.5625 Acquired 54880 Direct
2006-01-30 Common Stock S 1334 $54.1209 Disposed 53546 Direct
2006-01-30 Common Stock M 1334 $41.7813 Acquired 54880 Direct
2006-01-30 Common Stock S 1334 $54.1209 Disposed 53546 Direct
2006-01-30 Common Stock M 6000 $44.8125 Acquired 59546 Direct
2006-01-30 Common Stock S 6000 $54.1209 Disposed 53546 Direct
2006-01-30 Common Stock M 6450 $25.2813 Acquired 59996 Direct
2006-01-30 Common Stock S 6450 $54.1209 Disposed 53546 Direct
2006-01-30 Common Stock M 27667 $39.595 Acquired 81213 Direct
2006-01-30 Common Stock S 27667 $54.1209 Disposed 53546 Direct
2006-01-30 Common Stock M 10000 $38.14 Acquired 63546 Direct
2006-01-30 Common Stock S 10000 $54.1209 Disposed 53546 Direct
2006-01-31 Common Stock J 16748 Disposed 36798 Direct
2006-01-31 Common Stock J 16748 Acquired 16748 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-01-30 Common Stock $51.4375 M 2000 Acquired 2006-04-25 Common Stock (2000) Direct
2006-01-30 Common Stock $46.5625 M 1334 Acquired 2007-04-17 Common Stock (1334) Direct
2006-01-30 Common Stock $41.7813 M 1334 Acquired 2008-12-14 Common Stock (1334) Direct
2006-01-30 Common Stock $44.8125 M 6000 Acquired 2009-04-27 Common Stock (6000) Direct
2006-01-30 Common Stock $25.2813 M 6450 Acquired 2010-02-09 Common Stock (6450) Direct
2006-01-30 Common Stock $39.595 M 27667 Acquired 2011-05-17 Common Stock (27667) Direct
2006-01-30 Common Stock $38.14 M 10000 Acquired 2012-02-13 Common Stock (10000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3319.0318 Indirect
Common Stock 1534.4508 Indirect

Footnotes

F1: Transfer of shares to The Ellen M. Fitzsimmons Living Trust.

F2: By Ellen M. Fitzsimmons, Trustee.

F3: By Trustee, CSX Corporation Executives Stock Trust.

F4: By Trustee, CSX Corporation Tax Savings Thrift Plan.

F5: Shares will vest when CSX Corporation stock price reaches $61.5625 and maintains price for 10 days or on April 16, 2006, whichever should first occur.

F6: Shares in the amount of 1,333 will vest when CSX Corporation stock price reaches $51.7813 and maintains price for 10 days or on December 13, 2007, whichever should first occur. Balance of shares will vest when CSX Corporation stock price reaches $61.7813 and maintains price for 10 days or on December 13, 2007, whichever should first occur.

F7: Shares will vest of May 17, 2006.

F8: Shares in the amount of 10,000 will vest on February 13, 2006. Balance of shares will vest on February 13, 2007.