CSX CORP — Director's Dealing 2006

Jan 26, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2006-01-24

Reporting Person: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-24	Common Stock	M	3000	$51.4375	Acquired	20900	Direct
2006-01-24	Common Stock	S	3000	$53.00	Disposed	17900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-24	Employee Stock Option-option to buy	$51.4375	M	3000	Acquired	2006-04-25	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	900	Direct
Common Stock	17000	Direct
Common Stock	35.7353	Indirect
Common Stock	51.0653	Indirect
Common Stock	17429	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option-option to buy	$39.595	2011-05-16	Common Stock (13833)	13833	Direct
Employee Stock Option-option to buy	$38.14	2012-02-12	Common Stock (20000)	20000	Direct
Employee Stock Option-option to buy	$32.145	2013-05-06	Common Stock (30000)	30000	Direct

Footnotes

F1: Owned pursuant to a restricted stock award on October 4, 2002; restrictions lapse October 4, 2007.

F2: Cashless exercise of stock options pursuant to the Rule 10b5-1 trading plan referred to in Note 3 below.

F3: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2005.

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: By Trustee of Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies.

F6: Amount reported reflects shares held on the officer's behalf in the CSX Corporation Executive Deferred Compensation Plan.

F7: Granted pursuant to 1987 Long Term performance Stock Plan. Exercisable after April 24, 1997, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisability restrictions lapse on April 24, 2006.

F8: These options became exercisable as to one-third of options on May 17, 2004; one-third of options on May 17, 2005 and becomes exercisable for final one-third of options on May 17, 2006.

F9: These options became exercisable as to one-third of options on February 13, 2005; one-third of options become exercisable on February 13, 2006 and one-third of options on February 13, 2007.

F10: Options become exercisable in one-third increments on May 7 in each of the years 2006, 2007 and 2008.