Mail Stop 3561

December 12, 2005


Via U.S. Mail

Ms. Carolyn Sizemore
Vice President and Controller
CSX Corporation
500 Water Street, 15th Floor
Jacksonville, Florida 32202


	RE:	CSX Corporation
		Form 10-K for the year ended December 31, 2004
		Filed March 8, 2005
		File No. 1-08022

Dear Ms. Sizemore:

We have reviewed your filings and have the following comments.  We
have limited our review of your filing to those issues we have
addressed in our comments and do not intend to expand our review
to
other portions of your documents.  Where indicated, we think you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.






Annual Report on Form 10-K for the year ended December 31, 2004

Financial Statements
Notes to Consolidated Financial Statements, page
Note 2.  Investment In and Integrated Rail Operations with
Conrail,
page 56

1. We note your response to our prior comment two.  However, we
are
unable to provide a waiver of a financial statement requirement
outlined in Rule 3-09 of Regulation S-X.  According, please amend
your 12/31/04 10-K to include the required Conrail financial
statements for all periods presented.

2. Please refer to our prior comment three and clarify the
following:
* Your response to part b indicates that the $4,130 distribution
represents CSX`s basis in its investment in NYC.  Please clarify
why
this does not represent CSX`s basis in PRR, as this was the
"Investment in Conrail" that was distributed.  Also, please
explain
in further detail how you determined the amount of your investment
in
the interests relinquished given the combined or commingled nature
of
you "investment in Conrail."
* We note from part c that your calculated gain represents the
"difference between the fair value of the 58% interest in NYC that
was exchanged for the 42% interest in the Pennsylvania Lines
(PRR)."
Please tell us why the gain was not calculated using the fair
value
of the 42% interest in PRR given up in relation to the carrying
value
of PRR you held on your books.  Alternatively, the fair value of
the
asset received (NYC) and the cost of the asset received (NYC) can
be
used if the fair value is more clearly evident than the fair value
of
the asset surrendered (PRR).  Please tell us what fair values were
obtained and why you believe it was appropriate to calculate the
gain
as you did given the guidance in EITF 01-2, paragraph 1.
* Please confirm that you will include expanded disclosures with
respect to this transaction that are responsive to our prior
comment
numbers 2b through 2d in future filings.


Note 5.  Management Restructuring, page 64

3. We note your response to our prior comment 5 and require
additional information.  Please tell us why payments are made to
union employees upon retirement if you reduced the size of your
crews
in 1991 and 1992.  Explain why payments were not made at the time
the
workforce reductions occurred.


As appropriate, please amend your December 31, 2004 10-K and
respond
to these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that keys your responses to our comments and provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your responses to our comments.

You may contact Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,



Linda Cvrkel
Branch Chief

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Ms. Carolyn Sizemore
CSX Corporation
December 12, 2005
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