CSX CORP — Director's Dealing 2011

May 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2011-05-03

Reporting Person: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	Common Stock	A	598	$75.27	Acquired	15952	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14655	Indirect
Common Stock	2229	Indirect
Common Stock	16276	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the 2010 CSX Stock and Incentive Award Plan. The units vest on May 3, 2014.

F2: By Carolyn T. Sizemore, Trustee.

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: By Trustee, CSX Corporation Executive Deferred Compensation Plan.