CSX CORP — Director's Dealing 2009

Oct 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2009-10-21

Reporting Person: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-21	Common Stock	M	20000	$16.07	Acquired	254075	Direct
2009-10-21	Common Stock	S	20000	$47.00	Disposed	234075	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-21	Employee Stock Option (Right-to-buy)	$16.07	M	20000	Acquired	2013-05-07	Common Stock (20000)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 16, 2009.

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.