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: FITZSIMMONS ELLEN M (SVP, General Counsel, Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	Common Stock	A	4982	$75.27	Acquired	31781	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6638	Indirect
Common Stock	3291	Indirect
Common Stock	187448	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 Trustee, CSX Corporation Executive Stock Trust.

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 Ellen M. Fitzsimmons, Trustee.