SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
GOODEN CLARENCE W
(Last) (First) (Middle)
4216 POINT LA VISTA ROAD WEST
(Street)
JACKSONVILLE FL 32207-6248
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2004 		3. Issuer Name and Ticker or Trading Symbol
CSX CORP [ CSX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP Sales & Marketing; CCO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 17,429 I Corkie T. Gooden Irrevocable Trust(1)
Common Stock 50.717 I 401(k)(2)
Common Stock 35.5 I Executive Stock Trust(3)
Common Stock 900 D
Common Stock 17,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option-option to buy (4) 05/02/2004 Common Stock 8,800 $37.75(5) D
Employee Stock Option-option to buy (6) 04/24/2005 Common Stock 8,800 $40.25(5) D
Employee Stock Option-option to buy (7) 04/24/2006 Common Stock 9,000 $51.4375 D
Employee Stock Option-option to buy (8) 04/16/2007 Common Stock 22,000 $46.5625 D
Employee Stock Option-option to buy (9) 12/13/2008 Common Stock 8,800 $41.7813 D
Employee Stock Option-option to buy (10) 04/26/2009 Common Stock 12,000 $44.8125 D
Employee Stock Option-option to buy (11) 02/08/2010 Common Stock 22,843 $25.2813 D
Employee Stock Option-option to buy (12) 05/16/2011 Common Stock 41,500 $39.595 D
Employee Stock Option-option to buy (13) 02/12/2012 Common Stock 30,000 $38.14 D
Employee Stock Option-option to buy (14) 05/06/2013 Common Stock 30,000 $32.145 D
Explanation of Responses:
1. These shares are held in a Trust for the benefit of the reporting person's spouse. The reporting person's spouse is the trustee of the trust. The reporting person declaims 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 purposes of Section 16 or for any other purpose.
2. By Trustee of Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies.
3. By Trustee, CSX Corporation Executives Stock Trust.
4. Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after May 3, 1995, in whole or in part, when value of CSX stock attains certain prescribed levels.
5. Exercise price and number of shares adjusted to reflect 2-for-1 stock split for shareholders of record on December 4, 1995.
6. Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after April 24, 1996, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisability restrictions lapse on April 24, 2004.
7. Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after April 24, 1997, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisability restrictions lapse on April 24, 2005.
8. Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after April 16, 1998, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisabilty restrictions lapse on April 16, 2006.
9. Granted pursuant to 1987 Long Term Performance Stock Plan. Exercisable after December 19, 1999, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisabilty restrictions lapse on December 13, 2007.
10. The options became exercisable as to 4,000 shares on April 27, 2002 and as to 4,000 shares on April 27, 2003 and becomes exercisable as to 4,000 shares on April 27, 2004.
11. The options became exercisable as to 7,615 shares on February 9, 2003 and 7,614 shares on February 9, 2004, and becomes exercisable as to 7,614 shares on February 9, 2005.
12. Options become exercisable in one-third increments on May 17 in each of the years 2004, 2005 and 2006.
13. Options become exercisable in one-third increments on February 13 in each of the years 2005, 2006 and 2007.
14. Options become exercisable in one-third increments on May 7 in each of the years 2006, 2007 and 2008.
Remarks:
/s/ Clarence W. Gooden by Gordon F. Bailey, III, Attorney in Fact 03/31/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.