CSX CORP — Director's Dealing 2012

May 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2012-05-04

Reporting Person: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-04	Common Stock	F	1641	$22.15	Disposed	46215	Direct
2012-05-08	Common Stock	A	2307	$21.99	Acquired	48522	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67584	Indirect
Common Stock	49916	Indirect
Common Stock	6837	Indirect

Footnotes

F1: Withholding of stock to satisfy tax withholding obligation.

F2: Restricted stock units awarded pursuant to the approved 2010 CSX Stock and Incentive Award Plan. The units vest on May 7, 2015.

F3: By Carolyn T. Sizemore, Trustee.

F4: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F5: 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.