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 *
FITZSIMMONS ELLEN M
   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)
Senior Vice President - Law
(Last)
(First)
(Middle)
500 WATER STREET, 15TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006
(Street)

JACKSONVILLE, FL 32202		 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 02/15/2006   M   10,000 (1) A $ 38.14 46,798 D  
Common Stock 02/15/2006   S   10,000 D $ 54 36,798 D  
Common Stock               16,748 I The Ellen M. Fitzsimmons Living Trust (2)
Common Stock               3,319.0318 I CSX Corporation Executives Stock Trust (3)
Common Stock               1,534.4508 I CSX Corporation 401(k) Plan (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
Common Stock $ 51.4375             07/16/1997 04/25/2006 Common Stock 2,000   0 D  
Common Stock $ 46.5625             07/16/1997 04/17/2007 Common Stock 1,334   666 (5) D  
Common Stock $ 41.7813             05/11/1999 12/14/2008 Common Stock 1,334   2,666 (6) D  
Common Stock $ 44.8125             04/27/2004 04/27/2009 Common Stock 6,000   0 D  
Common Stock $ 25.2813             02/09/2005 02/09/2010 Common Stock 6,450   0 D  
Common Stock $ 39.595             05/17/2005 05/17/2011 Common Stock 27,667   13,833 (7) D  
Common Stock $ 38.14 02/15/2006   M   10,000   02/13/2006 02/13/2012 Common Stock 10,000 $ 38.14 10,000 (8) (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FITZSIMMONS ELLEN M
500 WATER STREET
15TH FLOOR
JACKSONVILLE, FL 32202		       Senior Vice President - Law  

Signatures

 Ellen M. Fitzsimmons   02/16/2006
**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) The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 27, 2006.
(2) By Ellen M. Fitzsimmons, Trustee.
(3) By Trustee, CSX Corporation Executives Stock Trust.
(4) By Trustee, CSX Corporation Tax Savings Thrift Plan.
(5) Shares will vest when CSX Corporation stock price reaches $61.5625 and maintains price for 10 days or on April 16, 2006, whichever should first occur.
(6) Shares in the amount of 1,333 will vest when CSX Corporation stock price reaches $51.7813 and maintains price for 10 days or on December 13, 2007, whichever should first occur. Balance of shares will vest when CSX Corporation stock price reaches $61.7813 and maintains price for 10 days or on December 13, 2007, whichever should first occur.
(7) Shares will vest of May 17, 2006.
(8) Shares in the amount of 10,000 vested on February 13, 2006. Balance of shares will vest on February 13, 2007.
(9) Cashless exercise of stock options pursuant to the Rule 10b5-1 trading plan referenced in Note 1.

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