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: GOODEN CLARENCE W (EVP and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-22	Common Stock	A	81820	$29.09	Acquired	246763	Direct
2009-01-22	Common Stock	F	26419	$29.09	Disposed	220344	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36471	Indirect
Common Stock	105	Indirect
Common Stock	54758	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 Corporation Executive Deferred Compensation Plan.

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

F5: These shares are held in a Trust for the benefit of the reporting person's spouse. The reporting person's spouse is the trustee of the trust. The reporting person declaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.