8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 15, 2008

________________________________

CSX CORPORATION

(Exact name of registrant as specified in its charter)

________________________________

Virginia

(State or other jurisdiction of

incorporation or organization)

1-8022	62-1051971
(Commission File No.)	(I.R.S. Employer Identification No.)

500 Water Street, 15th Floor, Jacksonville, FL32202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(904) 359-3200

________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors; Election of Directors

On September 15, 2008, Dr. William C. Richardson and Dr. Frank S. Royal tendered their resignations as directors of CSX Corporation, effective in each case upon the consent of Messrs. Timothy O’Toole and Christopher Hohn, respectively, to be elected to the board of directors.  On September 16, 2008, the board of directors elected Messrs. O’Toole and Hohn to the board of directors, effective in each case conditionally upon their consent to so serve as required under Section 13.1-675E of the Virginia Stock Corporation Act, for a term expiring upon the effectiveness of the election of directors by shareholders at the CSX Corporation 2008 annual meeting of shareholders.

Item 9.01. Exhibits.

 (d) Exhibits required to be filed by Item 601 of Regulation S-K.

Exhibit No.	Description
99.1	Resignation Letter of Dr. William C. Richardson
99.2	Resignation Letter of Dr. Frank S. Royal
99.3	Press Release

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSX CORPORATION
By:	/s/  Ellen M. Fitzsimmons
	Name:	Ellen M. Fitzsimmons
	Title:	Senior Vice President - Law and   Public Affairs, General Counsel and Corporate Secretary

Date: September 19, 2008

EX-99.1

Exhibit 99.1

[Letterhead of Dr. William C. Richardson]

September 15, 2008

Board of Directors

CSX Corporation

500 Water Street

Jacksonville, Florida 32202

I hereby tender my resignation as a director of CSX Corporation (the “Company”) effective at such time as my successor advises either Michael Ward or Ned Kelly that, as required by Section 13.1-675E of the Virginia Stock Corporation Act, he consents to be elected to the board of directors of the Company.

/s/  William C. Richardson

       William C. Richardson

September 15, 2008

EX-99.2

Exhibit 99.2

[Letterhead of Frank S. Royal, M.D.]

September 15, 2008

Board of Directors

CSX Corporation

500 Water Street

Jacksonville, Florida 32202

I hereby tender my resignation as a director of CSX Corporation (the “Company”) effective at such time as my successor advises either Michael Ward or Ned Kelly that, as required by Section 13.1-675E of the Virginia Stock Corporation Act, he consents to be elected to the board of directors of the Company.

/s/  Frank S. Royal

       Frank S. Royal

September 15, 2008

EX-99.3

Exhibit 99.3

CSX BOARD INVITES TWO NEW MEMBERS TO JOIN IMMEDIATELY

Released: Sep 16, 2008

Jacksonville, Fla. - Sept. 16, 2008 - CSX Corporation (NYSE: CSX) today announced that, in light of yesterday's decision by the Second Circuit Court of Appeals in New York, its Board of Directors has invited TCI Group nominees Christopher Hohn and Timothy O'Toole to join the Board immediately.

Hohn and O'Toole would succeed Dr. William C. Richardson and Dr. Frank S. Royal, each of whom has resigned effective upon his successor taking office.

"We look forward to working together with the full Board to continue delivering outstanding results for our customers and shareholders," said Michael J. Ward, chairman, president and CEO.

The Company reported record earnings in the most recent reporting period and, last week, raised financial guidance for 2008 and through 2010. The update reflects the company's strong performance, diverse traffic base and the positive outlook for rail and intermodal transportation.

As previously announced, the annual meeting will reconvene on September 24, 2008. Voting results will be received and accepted at that time.

About CSX

CSX Corporation, based in Jacksonville, Fla., is one of the nation's leading transportation companies, providing rail, intermodal and rail-to-truck trainload services. The company's transportation network spans approximately 21,000 miles, with service to 23 eastern states and the District of Columbia, and connects to more than 70 ocean, river and lake ports. More information about CSX Corporation and its subsidiaries is available at the company's web site, www.csx.com.

Forward-looking statements

This information and other statements by the company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, cost-savings, expenses, or other financial items; statements of management's plans, strategies and objectives for future operation, and management's expectations as to future performance and operations and the time by which objectives will be achieved; statements concerning proposed new products and services; and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "project," "estimate" and similar expressions. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise any forward-looking statement. If the company does update any forward-looking statement, no inference should be drawn that the company will make additional updates with respect to that statement or any other forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others: (i) the company's success in implementing its financial and operational initiatives, (ii) changes in domestic or international economic or business conditions, including those affecting the rail industry (such as the impact of industry competition, conditions, performance and consolidation); (iii) legislative or regulatory changes; (iv) the inherent business risks associated with safety and security; and (v) the outcome of claims and litigation involving or affecting the company.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the company's SEC reports, accessible on the SEC's website at www.sec.gov and the company's website at www.csx.com.