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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	A	17671	$67.71	Acquired	31804	Direct
2011-01-24	Common Stock	F	5005	$67.71	Disposed	26799	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6638	Indirect
Common Stock	3284	Indirect
Common Stock	187448	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 Stock Trust.

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.

F5: By Ellen M. Fitzsimmons, Trustee.