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CSX CORP Director's Dealing 2009

Jan 26, 2009

29952_dirs_2009-01-26_7417c145-064c-47a3-ad34-749a1aea9564.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WARD MICHAEL J (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-22	Common Stock	A	218187	$29.09	Acquired	218187	Direct
2009-01-22	Common Stock	F	76092	$29.09	Disposed	142095	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	132434	Indirect
Common Stock	4228	Indirect

Footnotes

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

F2: Withholding of stock to satisfy tax withholding obligation.

F3: By Trustee, CSX 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.