CSX CORP — Director's Dealing 2010

Jan 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2010-01-19

Reporting Person: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-19	Common Stock	A	4488	$50.51	Acquired	16658	Direct
2010-01-19	Common Stock	F	1264	$50.51	Disposed	15394	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11419	Indirect
Common Stock	15935	Indirect
Common Stock	2194	Indirect

Footnotes

F1: Shares awarded pursuant to the CSX 2007 - 2009 Long Term Incentive Plan ("LTIP").

F2: Withholding of stock to satisfy tax withholding obligation.

F3: By Carolyn T. Sizemore, Trustee.

F4: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F5: 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.