Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOODEN CLARENCE W
   2. Issuer Name and Ticker or Trading Symbol
CSX CORP [CSX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CCO
(Last)
(First)
(Middle)
4216 POINTE LA VISTA ROAD WEST		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2006
(Street)

JACKSONVILLE, FL 32207-6248		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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               900 D  
Common Stock               17,000 (1) D  
Common Stock 01/24/2006   M(2)   3,000 A $ 51.4375 20,900 D (3)  
Common Stock 01/24/2006   S(2)   3,000 D $ 53 17,900 D (3)  
Common Stock               35.7353 I Executive Deferred Compensation Plan (6)
Common Stock               51.0653 I 401(k) (5)
Common Stock               17,429 I Corkie T. Gooden Irrevocable Trust (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option-option to buy $ 51.4375 01/24/2006   M   3,000     (7) 04/25/2006 Common Stock 3,000 (7) 3,000 (7) D  
Employee Stock Option-option to buy $ 39.595               (8) 05/16/2011 Common Stock 13,833   13,833 (8) D  
Employee Stock Option-option to buy $ 38.14               (9) 02/12/2012 Common Stock 20,000   20,000 (9) D  
Employee Stock Option-option to buy $ 32.145               (10) 05/06/2013 Common Stock 30,000   30,000 (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOODEN CLARENCE W
4216 POINTE LA VISTA ROAD WEST
JACKSONVILLE, FL 32207-6248		       EVP and CCO  

Signatures

 Clarence W. Gooden by Gordon F. Bailey, Attorney-in-Fact   01/24/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Owned pursuant to a restricted stock award on October 4, 2002; restrictions lapse October 4, 2007.
(2) Cashless exercise of stock options pursuant to the Rule 10b5-1 trading plan referred to in Note 3 below.
(3) The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2005.
(4) These shares are held in a Trust for the benefit of the reporting person's spouse. The reporting person's spouse is the trustee of the trust. The reporting person declaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.
(5) By Trustee of Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies.
(6) Amount reported reflects shares held on the officer's behalf in the CSX Corporation Executive Deferred Compensation Plan.
(7) Granted pursuant to 1987 Long Term performance Stock Plan. Exercisable after April 24, 1997, in whole or in part, when value of CSX stock attains certain prescribed levels. The price-related exercisability restrictions lapse on April 24, 2006.
(8) These options became exercisable as to one-third of options on May 17, 2004; one-third of options on May 17, 2005 and becomes exercisable for final one-third of options on May 17, 2006.
(9) These options became exercisable as to one-third of options on February 13, 2005; one-third of options become exercisable on February 13, 2006 and one-third of options on February 13, 2007.
(10) Options become exercisable in one-third increments on May 7 in each of the years 2006, 2007 and 2008.

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