CSX CORP — Director's Dealing 2009

Oct 29, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2009-10-27

Reporting Person: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-27	Common Stock	S	35000	$42.51	Disposed	199075	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37230	Indirect
Common Stock	107	Indirect
Common Stock	54758	Indirect

Footnotes

F1: The transaction reported on this line was executed in multiple trades at prices ranging from $42.41 to $42.55. The price reported represents the weighted-average sale price of these trades. The Reporting Person undertakes to provide, upon request by the Staff of the Securities and Exchange Commission, CSX Corporation, or a security holder of CSX Corporation, full information regarding the number of shares sold at each separate price.

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.