CSX CORP — Director's Dealing 2009

Jan 26, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2009-01-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-22	Common Stock	A	54547	$29.09	Acquired	122580	Direct
2009-01-22	Common Stock	F	16495	$29.09	Disposed	106085	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	77805	Indirect
Common Stock	6638	Indirect
Common Stock	3174	Indirect

Footnotes

F1: Shares awarded pursuant to CSX 2006-2008 Long Term Incentive Plan ("LTIP").

F2: Withholding of stock to satisfy tax obligation.

F3: By Ellen M. Fitzsimmons, Trustee.

F4: By Trustee, CSX Corporation Executives Stock Trust.

F5: 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.