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: Mancini Lisa A. (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-19	Common Stock	J	6675	$50.51	Acquired	19989	Indirect
2010-01-19	Common Stock	F	208	$50.51	Disposed	19781	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24526	Direct
Common Stock	2040	Indirect

Footnotes

F1: Receipt of shares pursuant to the CSX Corporation 2007-2009 Long Term Incentive Plan, which were deferred by the Reporting Person into the CSX Corporation Executive Deferred Compensation Plan.

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

F3: Withholding of stock to satisfy tax withholding obligation.

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.