CSX CORP — Director's Dealing 2007

Feb 16, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2007-02-14

Reporting Person: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-09	Common Stock	G	19900	—	Disposed	86028	Direct
2007-02-14	Common Stock	M	27666	$19.7975	Acquired	113694	Direct
2007-02-14	Common Stock	S	27666	$42.0058	Disposed	86028	Direct
2007-02-14	Common Stock	M	40000	$19.07	Acquired	126028	Direct
2007-02-14	Common Stock	S	40000	$42.0058	Disposed	86028	Direct
2007-02-14	Common Stock	M	20000	$16.0725	Acquired	106028	Direct
2007-02-14	Common Stock	S	20000	$42.0058	Disposed	86028	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-14	Employee Stock Option (right to buy)	$19.7975	M	27666	Disposed	2011-05-17	Common Stock (27666)	Direct
2007-02-14	Employee Stock Option (right to buy)	$19.07	M	40000	Disposed	2012-02-13	Common Stock (40000)	Direct
2007-02-14	Employee Stock Option (right to buy)	$16.0725	M	20000	Disposed	2013-05-17	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35413.748	Indirect
Common Stock	54758	Indirect

Footnotes

F1: These shares were transferred to the Corkie T. Gooden Irrevocable Trust for the benefit of the reporting person's spouse. The reporting person's spouse is the trustee of the trust. The reporting person disclaims 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.

F2: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 1, 2007.

F3: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

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 disclaims 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: The reported transaction includes 20,000 shares that became exercisable on 02/13/2006, and 20,000 shares that became exercisable on 2/13/2007.