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* HOHN CHRISTOPHER (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND MGMT 7 CLIFFORD ST (Street) LONDON X0 W1S 2WE (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/22/2008	3. Issuer Name and Ticker or Trading Symbol CSX CORP [ CSX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $1.00 par value	17,796,998	I	See footnote(1)

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
Equity Swap (obligation to buy)	01/09/2008	05/16/2011	Common Stock, $1.00 par value	1,000	$44.3	I	See footnote(1)
Equity Swap (obligation to buy)	01/09/2008	12/16/2008	Common Stock, $1.00 par value	1,000	$44.23	I	See footnote(1)
Equity Swap (obligation to buy)	01/14/2008	01/02/2009	Common Stock, $1.00 par value	28,410,100	$43.48	I	See footnote(1)
Equity Swap (obligation to buy)	01/23/2008	01/22/2018	Common Stock, $1.00 par value	1,000	$44.14	I	See footnote(1)
Equity Swap (obligation to buy)	01/23/2008	01/28/2015	Common Stock, $1.00 par value	1,000	$44.1	I	See footnote(1)
Equity Swap (obligation to buy)	01/23/2008	12/31/2008	Common Stock, $1.00 par value	10,000	$43.26	I	See footnote(1)
Equity Swap (obligation to buy)	01/24/2008	01/25/2010	Common Stock, $1.00 par value	1,000	$44.48	I	See footnote(1)
Equity Swap (obligation to buy)	01/28/2008	12/31/2008	Common Stock, $1.00 par value	17,974,900	$42.63	I	See footnote(1)
Equity Swap (obligation to buy)	02/06/2008	02/27/2009	Common Stock, $1.00 par value	1,000	$44.33	I	See footnote(1)

1. Name and Address of Reporting Person* HOHN CHRISTOPHER (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND MGMT 7 CLIFFORD ST (Street) LONDON X0 W1S 2WE (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Childrens Investment Fund Management (UK) LLP (Last) (First) (Middle) 7 CLIFFORD STREET (Street) LONDON X0 W1S 2WE (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. (Last) (First) (Middle) PO BOX 309GT UGLAND HOUSE SOUTH CHURCH STREET, GEORGE TOWN (Street) GRAND CAYMAN E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* CHILDREN'S INVESTMENT MASTER FUND (Last) (First) (Middle) PO BOX 309GT UGLAND HOUSE SOUTH CHURCH STREET, GEORGE TOWN (Street) GRAND CAYMAN E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn is a director of the Issuer.

Remarks:

TCIF UK, TCIF and the TCI Fund may be deemed to be directors by deputization by virtue of the fact that Mr. Hohn, the managing partner of TCIF UK and the 100% owner of TCIF, serves on the board of directors of the Issuer.

	/s/ Christopher Hohn	09/29/2008
	/s/ The Children's Investment Fund Management (UK) LLP, by Christopher Hohn, Managing Partner	09/29/2008
	/s/ The Children's Investment Fund Management (Cayman) Ltd., by David de Rosa, Director	09/29/2008
	/s/ The Children's Investment Master Fund, by David de Rosa, Director	09/29/2008
	** Signature of Reporting Person	Date
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