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 *
HOHN CHRISTOPHER
   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
(Last)
(First)
(Middle)
C/O THE CHILDREN'S INVESTMENT FUND MGMT, 7 CLIFFORD STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/11/2008
(Street)

LONDON, X0 W1S 2WE		 4. If Amendment, Date 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
(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, $1.00 par value (?Common Stock?) 12/11/2008   X/K(1)   1,000 A $ 44.23 17,798,148 I See footnote (2)
Common Stock 12/11/2008   J/K(1)   1,000 D $ 34.16 (1) 17,797,148 I See footnote (2)

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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
Equity Swap (obligation to buy) $ 34.16 12/11/2008   X/K     1 01/09/2008 12/11/2008 Common Stock 1,000 $ 0 0 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOHN CHRISTOPHER
C/O THE CHILDREN'S INVESTMENT FUND MGMT
7 CLIFFORD STREET
LONDON, X0 W1S 2WE		   X     See Remarks
Childrens Investment Fund Management (UK) LLP
7 CLIFFORD STREET
LONDON, X0 W1S 2WE		       See Remarks
CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD.
PO BOX 309GT UGLAND HOUSE
SOUTH CHURCH STREET, GEORGE TOWN
GRAND CAYMAN, E9 BWI		       See Remarks
CHILDREN'S INVESTMENT MASTER FUND
PO BOX 309GT UGLAND HOUSE
SOUTH CHURCH STREET, GEORGE TOWN
GRAND CAYMAN, E9 BWI		       See Remarks

Signatures

 /s/ Christopher Hohn   12/17/2008
**Signature of Reporting Person Date
 /s/ The Children's Investment Fund Management (UK) LLP, by Christopher Hohn, Managing Partner   12/17/2008
**Signature of Reporting Person Date
 /s/ The Children's Investment Fund Management (Cayman) Ltd., by David de Rosa, Director   12/17/2008
**Signature of Reporting Person Date
 /s/ The Children's Investment Master Fund, by David de Rosa, Director   12/17/2008
**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 equity swap was settled pursuant to its terms based on the closing sale 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, pursuant to Rule 16b-6(b) thereunder. On December 16, 2008, the termination date of the equity swap, the equity swap was settled in accordance with its terms.
(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.
 
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.

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