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: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-05	Common Stock	A	1648	$31.28	Acquired	1648	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11419	Indirect
Common Stock	15687	Indirect
Common Stock	2168	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the shareholder-approved CSX Omnibus Incentive Plan. The units vest May 5, 2009.

F2: By Carolyn T. Sizemore, Trustee

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

F4: By Trustee, CSX Corporation 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.