CSX CORP — Director's Dealing 2011

Jan 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2011-01-24

Reporting Person: Mancini Lisa A. (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	A	7245	$67.71	Acquired	25607	Direct
2011-01-24	Common Stock	F	1963	$67.71	Disposed	23644	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20133	Indirect
Common Stock	2210	Indirect

Footnotes

F1: Shares awarded pursuant to the CSX 2008 - 2010 Long Term Incentive Plan ("LTIP").

F2: Withholding of stock to satisfy tax withholding obligation.

F3: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F4: 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.