On October 21, 2008, CSX Transportation, Inc. (the "Company") and CSX Corporation, the Company's parent, entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of the Underwriters named therein (the "Underwriters") for the public offering of $350,538,000 aggregate principal amount of the Company's 8.375% Secured Equipment Notes due 2014 (the "2014 Notes"). The 2014 Notes were issued pursuant to a Base Indenture, dated as of December 13, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, as supplemented by the Second Supplemental Indenture dated as of October 24, 2008 (the Base Indenture, as supplemented by the Second Supplemental Indenture, being herein referred to as the "Indenture"), and an Action of Authorized Pricing Officers of CSX Corporation dated October 21, 2008. The 2014 Notes have been registered under the Securities Act of 1933, as amended (the "Act"), by Post-Effective Amendment No. 1 to a Registration Statement on Form S-3ASR (Registration No. 333-140732), which became effective December 10, 2007. On October 21, 2008, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated December 10, 2007, and Prospectus Supplement, dated October 21, 2008, pertaining to the offering and sale of the 2014 Notes.

The form of the 2014 Notes and the Second Supplemental Indenture are filed as Exhibits 4.2 and 4.3, respectively, to this Report, and are incorporated by reference into this Report.

See Item 1.01.

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.

Exhibit No.    Description
1.1            Underwriting Agreement, dated October 21,
               2008, among CSX Transportation, Inc., CSX
               Corporation and Citigroup Global Markets
               Inc., Credit Suisse Securities (USA) LLC and
               J.P. Morgan Securities Inc., as
               representatives of the underwriters named
               therein.
4.1            Action of Authorized Pricing Officers of CSX
               Corporation dated October 21, 2008.
4.2            Form of 2014 Notes.
4.3            Second Supplemental Indenture dated as of
               October 24, 2008 among CSX Transportation,
               Inc., CSX Corporation and The Bank of New
               York Mellon Trust Company, N.A. (formerly
               known as The Bank of New York Trust Company,
               N.A.), as trustee.