S-8

As filed with the Securities and Exchange Commission on July 17, 2009.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CSX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Virginia	62-1051971
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

500 Water Street, 15th Floor, Jacksonville, Florida	32202
(Address of Principal Executive Offices)	(Zip Code)

CSX Corporation Capital Builder Plan

(Full Title of the Plan)

Ellen M. Fitzsimmons, Esq.

Senior Vice President-Law and Public Affairs

General Counsel and Corporate Secretary

CSX Corporation

500 Water Street

Jacksonville, Florida 32202

 (Name and Address of Agent for Service)

904-359-7611

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Steven Kaplan, Esq.

Arnold & Porter LLP

555 Twelfth Street, NW

Washington, DC 20004

(202) 942-5998

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer                                                                                                           Accelerated filer □

Non-accelerated filer □ (Do not check if a smaller reporting company)                                                                                                                               Smaller reporting company □

CALCULATION OF REGISTRATION FEE

	Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $1.00 par value per share………………………….		10,000,000 shares (2) (3)		$31.75 (4)		$317,500,000 (4)		$17,717

(1)     (2)     (3)     (4)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered and sold pursuant to the CSX Corporation Capital Builder Plan.   The number of shares being registered represents shares of Common Stock of CSX Corporation that may be offered or sold under the CSX Corporation Capital Builder Plan.     Pursuant to Rule 416(b),the registration statement shall be deemed to cover additional shares resulting from the split of, or a stock dividend on, the registered shares.     Estimated pursuant to Rule 457(c) and (h) solely for the purposes of calculating the amount of the registration fee. The fee with respect to the shares registered herein was based on the average of the high and low price per share of the Common Stock on July 13, 2009, as reported in the consolidated reporting system of the New York Stock Exchange.  

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GENERAL INSTRUCTION E

EXPLANATORY NOTE-REGISTRATION OF ADDITIONAL SHARES

This Registration Statement on Form S-8 is being filed by CSX Corporation (the “Corporation”) to register 10,000,000  shares of the Corporation’s Common Stock, par value $1.00 per share (“Common Stock”) that may be offered or sold pursuant to the CSX Corporation Capital Builder Plan (the “Plan”).  The shares being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which a Registration Statement on Form S-8 (File No. 33-29136) is effective.  Pursuant to General Instruction E of Form S-8, the contents of that Registration Statement (File No. 33-29136) are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement

a)   The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 26, 2008.

b)   The Annual Report on Form 11-K for the year ended December 31, 2008 for the CSX Corporation Capital Builder Plan.

c)   The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 27, 2009 and June 26, 2009.

d)   The Registrant’s Current Reports on Form 8-K filed on January 9, 2009, January 20, 2009, February 12, 2009; March 6, 2009, and May 11, 2009 and Form 8-K/A filed June 16, 2009.

e)   The description of the Registrant’s common stock contained in the Company's Registration Statement on Form 8-B (File No. 1-8022) filed on September 25, 1980 under Section 12 of the Exchange Act.

In addition, all documents subsequently filed by the Registrant and the Plan with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that either indicates that all securities offered hereby have been sold or deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Article 10 of the Virginia Stock Corporation Act allows, in general, for indemnification, in certain circumstances, by a corporation of any person threatened with or made a party to any action, suit or proceeding by reason of the fact that he or she is, or was, a director, officer, employee or agent of such corporation. Indemnification is also authorized with respect to a criminal action or proceeding where the person had no reasonable cause to believe that his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act provides limitations on damages payable by officers and directors, except in cases of willful misconduct or knowing violation of criminal law or any federal or state securities law.

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Article VII of CSX’s Amended and Restated Articles of Incorporation provides for mandatory indemnification of any director or officer of CSX who is, was or is threatened to be made a party to any proceeding (including any proceeding by or on behalf of CSX) by reason of the fact that he or she is or was a director or officer of CSX against all liabilities and reasonable expenses incurred in the proceeding, except such liabilities and expenses as are incurred because of such director’s or officer’s willful misconduct or knowing violation of the criminal law.

CSX’s Amended and Restated Articles of Incorporation also provide that in every instance permitted under Virginia corporate law in effect from time to time, the liability of a director or officer of CSX to CSX or our shareholders arising out of a single transaction, occurrence or course of conduct will be limited to one dollar.

CSX maintains a standard policy of officers’ and directors’ liability insurance.

Item 8. Exhibits .

The exhibits to this Registration Statement are described in the Exhibit Index below.

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that:

Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of its annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of the Plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on July 17, 2009.

	CSX CORPORATION
Date: July 17, 2009	By:	/s/ Carolyn T. Sizemore
		Carolyn T. Sizemore, Vice President and Controller
		(Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 17, 2009.

Signature	Title
*                                           Michael J. Ward	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
*                                           Oscar Munoz	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
*                                           Carolyn T. Sizemore	Vice President and Controller (Principal Accounting Officer)
*                                           Alexandre Behring	Director
*                                           John B. Breaux	Director
*                                           Steven T. Halverson	Director
*                                           Edward J. Kelly, III	Director
*                                           Gilbert Lamphere	Director

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*                                           John D. McPherson	Director
*                                           Timothy O’Toole	Director
*                                           David M. Ratcliffe	Director
*                                           Donald J. Shepard	Director

* By:                    /s/ Ellen M. Fitzsimmons                                       

Ellen M. Fitzsimmons

Attorney-in-fact

Pursuant to requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on July 17, 2009.

CSX CORPORATION CAPITAL BUILDER PLAN
By:	/s/ Michele Mastrean
	Name:	Michele Mastrean
	Title:	Vice President-Compensation and Benefits CSX Corporation
	(Duly authorized representative)]

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INDEX TO EXHIBITS

 5.1 Internal Revenue Service Determination Letter dated January 18, 2008 (filed herewith)

23.1 Consent of Ernst & Young LLP, independent registered public accounting firm (filed herewith)

24.1           Powers of Attorney (filed herewith)

EX-5.1

Exhibit 5.1

INTERNAL REVENUE SERVICE DETERMINATION LETTER DATED JANUARY 18, 2008

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INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY

 P. 0. BOX 2508

 CINCINNATI, OH 45201

Employer Identification Number: 62-1051971

Date: JAN 18 2008

CSX CORPORATION

C/O MARK S DRAY ESQ HUNTON & WILLIAMS LLP 951 E BYRD ST

RICHMOND, VA 23219-4074

DLN:

17007031033017

Person to Contact:

W. BRAD SCHLEGEL ID# 52717

Contact Telephone Number:

(410) 962-9506

Plan Name:

CSX CORPORATION CAPITAL BUILDER PLAN

Plan Number: 004

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination letter gives no reliance for any qualification change that becomes effective, any guidance published, or any statutes enacted, after the issuance of the Cumulative List (unless the item has been identified in the Cumulative List) for the cycle under which this application was submitted.

This letter may not be relied on after the end of the plan's first five-year remedial amendment cycle that ends more than 12 months after the application was received. This letter expires on January 31, 2012. This letter considered the 2005 Cumulative List of Changes in Plan Qualification Requirements.

This determination letter is applicable for the amendment(s) executed

Letter 2002 (DO/CG)

-2-

CSX CORPORATION

on 04/30/07 & 12/22/06.

This determination letter is also applicable for the amendment(s) dated on 12/28/05 & 03/18/05.

This determination letter is also applicable for the amendment(s) dated on 10/18/04 & 05/18/04.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated 01/11/08. The proposed amendments

should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This plan satisfies the requirements of Code section 4975(e)(7).

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

The information on the enclosed addendum is an integral part of

this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely,

/s/ Andrew E. Zuckerman

Andrew E. Zuckerman

Director, EP Rulings & Agreements

Enclosures:

Publication 794

Addendum

Letter 2002 (DO/CG)

-3-

CSX CORPORATION

This determination also applies to the amendments dated on 12/23/03, 08/30/02 and 06/04/02.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 ) pertaining to the CSX Corporation Capital Builder Plan of our reports (a) dated February 17, 2009, with respect to the consolidated financial statements of CSX Corporation and the effectiveness of internal control over financial reporting of CSX Corporation, incorporated by reference in its Annual Report (Form 10-K) for the fiscal year ended December 26, 2008, and (b) dated June 19, 2009, with respect to the financial statements and schedule of the CSX Corporation Capital Builder Plan included in the Plan’s Annual Report (Form 11-K), for the fiscal year ended December 31, 2008, both filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Jacksonville, Florida

July 14, 2009

EX-24.1

Exhibit 24.1

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers (each, a “Signatory”) of CSX Corporation, a corporation organized under Virginia law (the “Company”), hereby constitutes and appoints Ellen M. Fitzsimmons, Nathan D. Goldman and Mark D. Austin (each, an “Agent”, and collectively, “Agents”) or any of them, his or her true and lawful attorney-in-fact and agent for and in his or her name, place and stead, in any and all capacities, to sign any registration statement under the Securities Act of 1933, as amended, and any amendment to a previously filed registration statement, in each case relating to shares of the Corporation’s Common Stock that may be issued or sold pursuant to the Corporation’s stock plans identified on Annex A, and all amendments or supplements (including any post-effective amendments) thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto, relating to any such registration statement or amendment, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.  Each Signatory further grants to the Agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, in the judgment of such Agent, to be done in connection with any such signing and filing, as full to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said Agents, or any of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which constitute but one and the same instrument.

Signature	Title	Date
/s/ Michael J. Ward                                    Michael J. Ward	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)	July 15, 2009
/s/ Oscar Munoz                                         Oscar Munoz	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 15, 2009
/s/ Carolyn T. Sizemore                             Carolyn T. Sizemore	Vice President and Controller (Principal Accounting Officer)	July 15, 2009
/s/ Alexandre Behring                               Alexandre Behring	Director	July 15, 2009
/s/ John B. Breaux                                     John B. Breaux	Director	July 15, 2009
/s/ Steven T. Halverson                             Steven T. Halverson	Director	July 15, 2009
/s/ Edward J. Kelly, III Edward J. Kelly, III	Director	July 15, 2009
/s/ Gilbert Lamphere                                  Gilbert Lamphere	Director	July 15, 2009

/s/ John D. McPherson                                  John D. McPherson	Director	July 15, 2009
/s/ Timothy O’Toole                                     Timothy O’Toole	Director	July 15, 2009
/s/ David M. Ratcliffe David M. Ratcliffe	Director	July 15, 2009
/s/ Donald J. Shepard                                   Donald J. Shepard	Director	July 15, 2009

ANNEX A

LIST OF PLANS SUBJECT TO POWER OF ATTORNEY

American Commercial Lines, Inc. Thrift Plan

CSX Corporation Capital Builder Plan

CSX Direct Invest

CSX Omnibus Incentive Plan

Deferred Compensation Program for Executives of CSX Corporation and Affiliated Companies

Employee Stock Ownership Plan

Greenbrier Savings Plan

Savings Plan for Inland Tugs et al.

Stock Plan for Directors

Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies (CSXtra)

Texas Gas Thrift Plan

1980 Stock Option Plan

1981 Incentive Stock Option Plan

1987 Long-term Performance Stock Plan

1990 Stock Award Plan

1991 Stock Purchase and Loan Plan

1996 Stock Purchase and Loan Plan

2000 Stock Reacquisition Plan

2001 Employee Stock