CSX CORP — Director's Dealing 2010

May 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2010-05-05

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-05	Common Stock	A	7469	$50.21	Acquired	229197	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37571	Indirect
Common Stock	108	Indirect
Common Stock	54758	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the shareholder approved 2010 CSX Stock and Incentive Award Plan. The units vest on May 4, 2013 and are payable solely in shares of common stock of CSX Corporation on a one-to-one basis.

F2: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F3: 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.

F4: These shares are held in a Trust for the Reporting Person's spouse. The Reporting Person's spouse is the Trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.