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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-04	Common Stock	F	10010	$22.15	Disposed	165732	Direct
2012-05-08	Common Stock	A	17305	$21.99	Acquired	183037	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19914	Indirect
Common Stock	10094	Indirect
Common Stock	260342	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 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.