S-8 POS

As filed with the Securities and Exchange Commission on July 27, 2009

Registration No. 2-86697

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CSX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

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

Texas Gas Thrift Plan

(Full Title of the Plan)

Ellen M. Fitzsimmons, Esq.
Senior Vice President-Law
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 þ Accelerated filer o 
Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

DEREGISTRATION OF SECURITIES

     Pursuant to a Registration Statement on Form S-8 (File No. 2-86697) under the Securities Act of 1933, as amended, CSX Corporation (the “Corporation”) registered for sale to eligible employees pursuant to the Texas Gas Thrift Plan (the “Plan”) shares of the Corporation’s Common Stock and interests of participation in the plan. The Plan has terminated. Accordingly, all of the securities registered for sale under the Plan that remain unsold are hereby deregistered pursuant to the Corporation’s undertakings in the Registration Statement identified above.

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 Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on July 25, 2009.

	CSX CORPORATION
Date: July 25, 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 Post-Effective Amendment No. 2 has been signed by the following persons in the capacities indicated on July 24, 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

Signature	Title
* 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

INDEX OF EXHIBITS

24.1 Powers of Attorney (filed herewith)

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

Signature	Title	Date
/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 Purchase Plan