CSX CORP — Director's Dealing 2007

Oct 5, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2007-10-04

Reporting Person: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-10-04	Common Stock	F	12393	$41.98	Disposed	73725	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35759	Indirect
Common Stock	103	Indirect
Common Stock	54758	Indirect

Footnotes

F1: Withholding of stock to satisfy tax withholding obligation on vesting of restricted stock.

F2: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F3: By Trustee, CSX Tax Savings Thrift Plan. The number reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.

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.