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                              June 8, 2021

       Kevin S. Boone
       Chief Financial Officer
       CSX Corporation
       500 Water Street
       15th Floor
       Jacksonville, FL 32202

                                                        Re: CSX Corporation
                                                            Form 10-K for the
Fiscal Year ended December 31, 2020
                                                            Filed February 10,
2021
                                                            File No. 001-08022

       Dear Mr. Boone:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year ended December 31, 2020

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations, page 25

   1.                                                   We note that you have
provided a discussion and analysis that is focused on 2020, along
                                                        with tabulations
illustrating the changes in relation to 2019, although you have referred
                                                        readers to your prior
annual report for the discussion and analysis of your 2019 results of
                                                        operations, which was
structured and presented using a similar approach, and have not
                                                        provided or referenced
the discussion and analysis of your 2018 results of operations.

                                                        Item 303(b) of
Regulation S-K requires, where your financial statements reflect material
                                                        changes from
period-to-period in one or more line items, or material changes within a line
                                                        item that offset one
another, disclosure of the underlying reasons for the material changes
                                                        in quantitative and
qualitative terms. Instruction 1 to paragraph (b) allows you to omit the
 Kevin S. Boone
CSX Corporation
June 8, 2021
Page 2
         discussion and analysis for the earliest of the three years under
certain conditions.

         Tell us why you believe this accommodation would extend to the
discussion and analysis
         that you provided for 2019, covering the business developments that
impacted your results
         of operations for that year, as presented in your prior annual report,
if this is your view.

         As you have similarly omitted the discussion and analysis pertaining
to 2018 from your
         2019 annual report, also explain why you have not referenced your 2018
annual report for
         the corresponding discussion and analysis omitted from your 2020
annual report.
Financial Statements
Note 1 - Nature of Operations and Significant Accounting Policies, page 54

2.       We note your disclosure indicating you have entered into a definitive
agreement to acquire
         Pan Am Railways, Inc., having an approximate 1,200-mile rail network
and partial
         interest in the 600-mile Pan Am Southern system. However, in your
subsequent interim
         report, you indicate the agreement is to acquire Pan Am Systems, Inc.

         We understand that this transaction is subject to regulatory review
and approval by the
         Surface Transportation Board, and that you have been asked to file
your application
         following the guidelines for significant transactions.

         Please expand your disclosure to clarify which entity you have agreed
to acquire and to
         include the salient terms of the agreement, such as the amount and
form of
         consideration and any material conditions. Please further describe the
operations, assets
         and facilities of the entity that you have arranged to acquire.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or
Karl Hiller,
Branch Chief at (202) 551-3686 if you have any questions.



FirstName LastNameKevin S. Boone                                Sincerely,
Comapany NameCSX Corporation
                                                                Division of
Corporation Finance
June 8, 2021 Page 2                                             Office of
Energy & Transportation
FirstName LastName