SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOODEN CLARENCE W

(Last)

(First)

(Middle)

4216 POINTE LA VISTA ROAD WEST

(Street)

JACKSONVILLE

32207-6248

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CSX CORP [ CSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CCO

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								900	D
Common Stock								17,000⁽¹⁾	D
Common Stock	10/03/2005		M⁽²⁾		12,667	A	$39.595	30,567	D⁽³⁾
Common Stock	10/03/2005		S⁽²⁾		12,667	D	$39.595	17,900	D⁽³⁾
Common Stock	10/04/2005		M⁽²⁾		15,000	A	$39.595	32,900	D⁽³⁾
Common Stock	10/04/2005		S⁽²⁾		15,000	D	$39.595	17,900	D⁽³⁾
Common Stock	10/04/2005		M⁽²⁾		10,000	A	$38.14	27,900	D⁽³⁾
Common Stock	10/04/2005		S⁽²⁾		10,000	D	$38.14	17,900	D⁽³⁾
Common Stock								35.6818	I	Executive Stock Trust⁽⁶⁾
Common Stock								50.9764	I	401(k)⁽⁵⁾
Common Stock								17,429	I	Corkie T. Gooden Irrevocable Trust⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option-option to buy	$51.4375							⁽⁷⁾	04/24/2006	Common Stock	9,000		9,000⁽⁷⁾	D
Employee Stock Option-option to buy	$46.5625							⁽⁸⁾	04/16/2007	Common Stock	22,000		31,000⁽⁸⁾	D
Employee Stock Option-option to buy	$41.7813							⁽⁹⁾	12/13/2008	Common Stock	8,800		39,800⁽⁹⁾	D
Employee Stock Option-option to buy	$44.8125							⁽¹⁰⁾	04/26/2009	Common Stock	12,000		51,800⁽¹⁰⁾	D
Employee Stock Option-option to buy	$39.595							⁽¹¹⁾	05/16/2011	Common Stock	41,500		93,300⁽¹¹⁾	D
Employee Stock Option-option to buy	$38.14							⁽¹²⁾	02/12/2012	Common Stock	30,000		123,300⁽¹²⁾	D
Employee Stock Option-option to buy	$32.145							⁽¹³⁾	05/06/2013	Common Stock	30,000		153,300⁽¹³⁾	D
Employee Stock Option-right to buy	$39.595	10/03/2005		M			12,667	05/17/2005	05/16/2011	Common Stock	12,667	$39.595	140,633	D
Employee Stock Option-right to buy	$39.595	10/04/2005		M			15,000	05/17/2005	05/16/2011	Common Stock	15,000	$39.595	125,633	D
Employee Stock Option-right to buy	$38.14	10/04/2005		M			10,000	02/13/2005	02/12/2012	Common Stock	10,000	$38.14	115,633	D

Explanation of Responses:

1. Owned pursuant to a restricted stock award on October 4, 2002; restrictions lapse October 4, 2007.

2. Cashless exercise of stock options pursuant to the Rule 10b5-1 trading plan.

3. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2005.

4. 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 is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.

5. By Trustee of Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies.

6. By Trustee, CSX Corporation Executives Stock Trust.

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, 2006.

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 exercisability 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 exercisability restrictions lapse on December 13, 2007.

10. These options became exercisable as to 4,000 shares on April 27, 2002 and as to 4,000 shares on April 27, 2003 and 4,000 shares on April 27, 2004.

11. These options became exercisable as to one-third of options on May 17, 2004; one-third of options on May 17, 2005 and becomes exercisable for final one-third of options on May 17, 2006.

12. These options became exercisable as to one-third of options on February 13, 2005; one-third of options becomes exercisable on February 13, 2006 and one-third of options on February 13, 2007.

13. Options become exercisable on one-third increments on May 7 in each of the years 2006, 2007 and 2008.

Remarks:

	Clarence W. Gooden by Gordon F. Bailey, Attorney-in-Fact	10/05/2005
	** 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 4 (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.