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: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-27	Common Stock	A	70110	$50.785	Acquired	88010	Direct
2006-01-27	Common Stock	F	17518	$50.785	Disposed	70492	Direct
2006-01-27	Common Stock	I	17527.5	—	Disposed	52964	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17900	Direct
Common Stock	17563.2353	Indirect
Common Stock	51.037	Indirect
Common Stock	17429	Indirect

Footnotes

F1: Includes 17,000 shares owned pursuant to a restricted stock award on October 4, 2002; restrictions lapse October 4, 2007.

F2: Shares awarded pursuant to CSX 2004-2005 Long Term Incentive Plan ("LTIP").

F3: Withholding of stock to satisfy tax withholding obligation.

F4: Partial deferral of LTIP shares into the CSX Executive Deferred Compensation.

F5: By Trustee, CSX Executive Deferred Compensation Plan.

F6: By Trustee, CSX Tax Savings Thrift Plan.

F7: 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.