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^*

FITZSIMMONS ELLEN M

(Last)

(First)

(Middle)

500 WATER STREET

15TH FLOOR

(Street)

JACKSONVILLE

32202

(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)
	Senior Vice President - Law

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

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)
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	02/15/2006		M		10,000⁽¹⁾	A	$38.14	46,798	D
Common Stock	02/15/2006		S		10,000	D	$54	36,798	D
Common Stock								16,748	I	The Ellen M. Fitzsimmons Living Trust⁽²⁾
Common Stock								3,319.0318	I	CSX Corporation Executives Stock Trust⁽³⁾
Common Stock								1,534.4508	I	CSX Corporation 401(k) Plan⁽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)
Common Stock	$51.4375							07/16/1997	04/25/2006	Common Stock	2,000		0	D
Common Stock	$46.5625							07/16/1997	04/17/2007	Common Stock	1,334		666⁽⁵⁾	D
Common Stock	$41.7813							05/11/1999	12/14/2008	Common Stock	1,334		2,666⁽⁶⁾	D
Common Stock	$44.8125							04/27/2004	04/27/2009	Common Stock	6,000		0	D
Common Stock	$25.2813							02/09/2005	02/09/2010	Common Stock	6,450		0	D
Common Stock	$39.595							05/17/2005	05/17/2011	Common Stock	27,667		13,833⁽⁷⁾	D
Common Stock	$38.14	02/15/2006		M		10,000		02/13/2006	02/13/2012	Common Stock	10,000	$38.14	10,000⁽⁸⁾⁽⁹⁾	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 27, 2006.

2. By Ellen M. Fitzsimmons, Trustee.

3. By Trustee, CSX Corporation Executives Stock Trust.

4. By Trustee, CSX Corporation Tax Savings Thrift Plan.

5. Shares will vest when CSX Corporation stock price reaches $61.5625 and maintains price for 10 days or on April 16, 2006, whichever should first occur.

6. Shares in the amount of 1,333 will vest when CSX Corporation stock price reaches $51.7813 and maintains price for 10 days or on December 13, 2007, whichever should first occur. Balance of shares will vest when CSX Corporation stock price reaches $61.7813 and maintains price for 10 days or on December 13, 2007, whichever should first occur.

7. Shares will vest of May 17, 2006.

8. Shares in the amount of 10,000 vested on February 13, 2006. Balance of shares will vest on February 13, 2007.

9. Cashless exercise of stock options pursuant to the Rule 10b5-1 trading plan referenced in Note 1.

Remarks:

	Ellen M. Fitzsimmons	02/16/2006
	** 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).
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