CSX CORP — Director's Dealing 2009

May 8, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2009-05-05

Reporting Person: FITZSIMMONS ELLEN M (Senior Vice President - Law)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-05	Common Stock	A	9154	$31.28	Acquired	9154	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	183890	Indirect
Common Stock	6638	Indirect
Common Stock	3200	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the shareholder-approved CSX Omnibus Incentive Plan. Common Stock. The units vest on May 5, 2012.

F2: By Ellen M. Fitzsimmons, Trustee.

F3: By Trustee, CSX Corporation Executives Stock Trust.

F4: By Trustee, CSX Corporation Tax Savings Thrift Plan. Reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.