CSX CORP — Director's Dealing 2006

Jan 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2006-01-27

Reporting Person: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-27	Common Stock	M	6000	$25.2813	Acquired	6000	Direct
2006-01-27	Common Stock	S	6000	$53.6225	Disposed	0	Direct
2006-01-27	Common Stock	A	7740	$50.785	Acquired	7740	Indirect
2006-01-27	Common Stock	S	271	$50.785	Disposed	7468.914	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-27	Employee Stock Option (right to buy)	$25.2813	M	6000	Acquired	2010-02-09	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1038.727	Indirect

Footnotes

F1: Shares awarded pursuant to the CSX 2004-2005 Long Term Incentive Plan and deferred into CSX Executive Deferred Compensation Plan.

F2: By Trustee, CSX Executive Deferred Compensation Plan.

F3: Withholding of stock to satisfy tax withholding obligation.

F4: Trustee, CSX 401(k) Plan.