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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 FL 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) 01/24/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								900	D
Common Stock								17,000(1)	D
Common Stock	01/24/2006		M(2)		3,000	A	$51.4375	20,900	D(3)
Common Stock	01/24/2006		S(2)		3,000	D	$53	17,900	D(3)
Common Stock								35.7353	I	Executive Deferred Compensation Plan(6)
Common Stock								51.0653	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option-option to buy	$51.4375	01/24/2006		M		3,000		(7)	04/25/2006	Common Stock	3,000	(7)	3,000(7)	D
Employee Stock Option-option to buy	$39.595							(8)	05/16/2011	Common Stock	13,833		13,833(8)	D
Employee Stock Option-option to buy	$38.14							(9)	02/12/2012	Common Stock	20,000		20,000(9)	D
Employee Stock Option-option to buy	$32.145							(10)	05/06/2013	Common Stock	30,000		30,000(10)	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 referred to in Note 3 below.

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. Amount reported reflects shares held on the officer's behalf in the CSX Corporation Executive Deferred Compensation Plan.

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. 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.

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

10. Options become exercisable in 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	01/24/2006
	** 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.