As filed with the Securities and Exchange Commission on July 27, 2009

		Registration No. 333-66604

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CSX CORPORATION

Virginia		62-1051971
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

500 Water Street, 15th Floor, Jacksonville, Florida		32202
(Address of Principal Executive Offices)		(Zip Code)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

DEREGISTRATION OF SECURITIES

          Pursuant to a Registration Statement on Form S-8 (File No. 333-66604) under the Securities Act of 1933, as amended, CSX Corporation (the “Corporation”) registered for sale to eligible employees pursuant to the CSX Corporation 2001 Employee Stock Purchase Plan (the “Plan”) shares of the Corporation’s Common Stock. The Plan has terminated. Accordingly, all of the securities registered for sale under the Plan that remain unsold are hereby deregistered pursuant to the Corporation’s undertakings in the Registration Statement identified above.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on July 25, 2009.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on July 24, 2009.

Signature		Title
/s/ Michael J. Ward		Chairman, President, Chief Executive Officer and Director
Michael J. Ward		(Principal Executive Officer)
/s/ Oscar Munoz		Executive Vice President and Chief Financial Officer
Oscar Munoz		(Principal Financial Officer)
/s/ Carolyn T. Sizemore		Vice President and Controller
Carolyn T. Sizemore		(Principal Accounting Officer)
/s/ Alexandre Behring		Director
Alexandre Behring
/s/ John B. Breaux		Director
John B. Breaux
/s/ Steven T. Halverson		Director
Steven T. Halverson
/s/ Edward J. Kelly, III		Director
Edward J. Kelly, III
/s/ Gilbert Lamphere		Director
Gilbert Lamphere

Signature		Title
/s/ John D. McPherson		Director
John D. McPherson
/s/ Timothy O’Toole		Director
Timothy O’Toole
/s/ David M. Ratcliffe		Director
David M. Ratcliffe
/s/ Donald J. Shepard		Director
Donald J. Shepard

* By:		/s/ Ellen M. Fitzsimmons
		Ellen M. Fitzsimmons
		Attorney-in-fact

INDEX OF EXHIBITS

24.1      Powers of Attorney (filed herewith)