CSX CORP — Director's Dealing 2009

Jan 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2008-12-31

Reporting Person: HOHN CHRISTOPHER (Director, See Remarks)
Reporting Person: Childrens Investment Fund Management (UK) LLP (See Remarks)
Reporting Person: CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. (See Remarks)
Reporting Person: CHILDREN'S INVESTMENT MASTER FUND (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-31	Common Stock, $1.00 par value (?Common Stock?)	X	28410100	$43.48	Acquired	46207248	Indirect
2008-12-31	Common Stock	J	28410100	$32.47	Disposed	17797148	Indirect
2008-12-31	Common Stock	X	10000	$43.26	Acquired	17807148	Indirect
2008-12-31	Common Stock	J	10000	$32.47	Disposed	17797148	Indirect
2008-12-31	Common Stock	X	17974900	$42.63	Acquired	35772048	Indirect
2008-12-31	Common Stock	J	17974900	$32.47	Disposed	17797148	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-31	Equity Swap (obligation to buy)	$32.47	X	1	Disposed	2009-01-02	Common Stock (28410100)	Indirect
2008-12-31	Equity Swap (obligation to buy)	$32.47	X	1	Disposed	2008-12-31	Common Stock (10000)	Indirect
2008-12-31	Equity Swap (obligation to buy)	$32.47	X	1	Disposed	2008-12-31	Common Stock (17974900)	Indirect
2008-12-31	Equity Swap (obligation to buy)	$32.47	J	1	Acquired	2009-07-31	Common Stock (17984900)	Indirect

Footnotes

F1: The equity swap was settled pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer over the forty six consecutive trading days ending on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder.

F2: The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn is a director of the Issuer.

F3: The equity swap was settled pursuant to its terms based on the closing sale price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.

F4: Cash-settled equity swap.