CSX CORP — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2011-02-17

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-17	Common Stock	S	24178	$75.00	Disposed	63439	Direct
2011-02-18	Common Stock	S	10488	$75.00	Disposed	52951	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38061	Indirect
Common Stock	109	Indirect
Common Stock	54758	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 3, 2011. The plan has been approved pursuant to the terms of the Issuer's policies and is part of the Reporting Person's strategy to diversify assets.

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

F3: 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.

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.