SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HOHN CHRISTOPHER (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET (Street) LONDON X0 W1S 2WE (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CSX CORP [ CSX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 05/04/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1.00 par value (Common Stock)	05/04/2009		X/K(1)		2,000,000	A	$32.47	2,000,000	I	See footnote(2)
Common Stock	05/04/2009		J/K(1)		2,000,000	D	$32.1(1)	0	I	See footnote(2)
Common Stock	05/05/2009		X/K(1)		1,250,000	A	$32.47	1,250,000	I	See footnote(2)
Common Stock	05/05/2009		J/K(1)		1,250,000	D	$31.28(1)	0	I	See footnote(2)
Common Stock								5,150(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Equity Swap (obligation to buy)	$32.1	05/04/2009		X/K			1(1)	12/31/2008	07/31/2009	Common Stock	2,000,000	$0	1(1)	I	See footnote(2)
Equity Swap (obligation to buy)	$31.28	05/05/2009		X/K			1(1)	12/31/2008	07/31/2009	Common Stock	1,250,000	$0	1(1)	I	See footnote(2)

1. Name and Address of Reporting Person* HOHN CHRISTOPHER (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET (Street) LONDON X0 W1S 2WE (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Childrens Investment Fund Management (UK) LLP (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET (Street) LONDON X0 W1S 2WE (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET (Street) LONDON X0 W1S 2WE (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* CHILDREN'S INVESTMENT MASTER FUND (Last) (First) (Middle) C/O THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP, 7 CLIFFORD STREET (Street) LONDON X0 W1S 2WE (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. A portion of the equity swap was settled pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder.

2. The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn is a director of the Issuer.

3. Shares of Common Stock previously reported as an exempt payment pursuant to Rule 16b-3 to Mr. Hohn of director's fees and/or annual retainer in the form of Common Stock of the Issuer pursuant to the CSX Corporation Stock Plan for Directors. Such shares of Common Stock are held directly by Mr. Hohn for the benefit of the TCI Fund.

Remarks:

TCIF UK, TCIF and the TCI Fund may be deemed to be directors by deputization by virtue of the fact that Mr. Hohn, the managing partner of TCIF UK and the 100% owner of TCIF, serves on the board of directors of the Issuer.

	/s/ Christopher Hohn	05/06/2009
	/s/ The Children's Investment Fund Management (UK) LLP, by Christopher Hohn, Managing Partner	05/06/2009
	/s/ The Children's Investment Fund Management (Cayman) Ltd., by David DeRosa, Director	05/06/2009
	/s/ The Children's Investment Master Fund, by David DeRosa, Director	05/06/2009
	** Signature of Reporting Person	Date
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