A federal court in New York issued an order preliminarily approving a settlement reached by all parties to a civil action brought by plaintiff, Deborah Donoghue, a shareholder of CSX Corporation ("CSX"), to recover so-called "short-swing" profits under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") alleged to have been realized by defendants The Children's Investment Fund and 3G Capital Partners LP in connection with their purchases and sales of CSX securities. CSX is party to the suit in name only, which was brought for the benefit of CSX. The court will hold a hearing on March 5, 2009 at 10 a.m. to determine whether to issue a final order approving the settlement. If approved, CSX will receive $10 million from The Children's Investment Fund and $1 million from 3G Capital Partners LP and the defendants will be released from claims of violations of Section 16(b) of the Exchange Act. Additional information, including preliminary documentation filed by the parties with the court on December 16, 2008, is contained in a Form 8-K report filed by CSX on December 17, 2008 with the Securities and Exchange Commission.

The foregoing description of the settlement is qualified in its entirety by reference to the full text of the Preliminary Order in connection with Settlement Proceedings and the Notice of Pendency of Derivative Action, and Hearing on Proposed Settlement and of Application for Award of Attorney's Fees, copies of which are attached hereto as Exhibits 20.1 and 20.2, respectively, and are incorporated herein by reference. A copy of the press release issued by CSX is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Exhibits.

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





Exhibit No.   Description

20.1          Preliminary Order in connection with Settlement Proceedings
              Notice of Pendency of Derivative Action, and Hearing on Proposed
20.2          Settlement and of Application for Award of Attorney's Fees

99.1          Press Release