EXHIBIT 1


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                                                                February 7, 2008

Board of Directors
CSX Corporation
500 Water Street
Jacksonville, FL  32202

Dear Board of Directors:

We reviewed yesterday's filing by CSX that amended the bylaws to "add provisions
regarding  shareholders'  ability to request that the Board of Directors  call a
special meeting of shareholders." This provision could have been a positive step
in  improving  CSX's  corporate  governance  and  adhering  to the wishes of CSX
shareholders,  who voted  more than 2 to 1 for such a change at the 2007  annual
meeting.

Unfortunately, a close reading of the new bylaw provision reveals that it is not
a  shareholder-friendly  change - rather, we believe it is a disingenuous effort
to appear  shareholder-friendly  while preventing  shareholders  from ever being
able to nominate directors at a special meeting.

The bylaw  amendments  say that  special  meetings  may not be called to address
issues  that were on the  agenda at an annual  meeting  in the past 12 months or
will be on the  agenda  at an  annual  meeting  in the next 90 days.  Since  the
election  of  directors  is on the agenda at every  annual  meeting,  this means
directors can NEVER be proposed at a special meeting.  Thus, the new shareholder
"right" eviscerates one of the most fundamental reasons a shareholder might want
to call a special  meeting.  This is not the only item included in the amendment
that  appears  designed to impede the ability of  shareholders  to call  special
meetings.

This  cynical  attempt to deceive  shareholders  is  compounded  by CSX's highly
misleading  8-K filing  which says the bylaws  were  amended to "add  provisions
regarding  shareholders'  ability to request that the Board of Directors  call a
special meeting of shareholders" subject to "certain conditions." The SEC filing
fails to mention that these  "conditions"  render the bylaw amendment useless as
it pertains to the nomination of directors. One must go to the bylaws themselves
attached as an exhibit to realize  the  deception.  This "Catch 22"  approach to
corporate governance should be an embarrassment to the CSX Board.

We feel this action validates our concern that CSX's Board and management do not
value corporate governance and do not respect its shareholders. As a shareholder
we find this unacceptable - the Board is in need of change. To this end, we have
informed  you and CSX  shareholders  that  we  intend  to  nominate  a slate  of
directors with  significant  railroad  experience at the 2008 annual meeting who
will work hard to improve the  Company's  operating  performance  as well as its
corporate governance.






In  addition,  we will also propose a bylaw  amendment  that permits one or more
shareholders  that  together  hold at least 15% of all the shares of CSX capital
stock to request a special meeting of shareholders to address ANY AND ALL issues
- including  the  election of  directors.  We will also seek to repeal all bylaw
amendments enacted since January 1, 2008,  including the amendment CSX disclosed
yesterday.

However,  the Board does not need to wait for positive  change to occur.  If the
Board is truly  interested in acting in  shareholder  interests,  we urge you to
repeal this restrictive  language and adopt the bylaw amendment we have proposed
- one that actually gives  shareholders REAL rights, not one that merely appears
to.

Sincerely,


/s/ Snehal Amin

Snehal Amin
PARTNER
The Children's Investment Fund























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