Edgar Filing: CSX CORP - Form SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

CSX Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

126408103

(CUSIP Number)

Mr. Christopher Hohn		Mr. Alexandre Behring
The Children's Investment		3G Capital Partners Ltd.
Fund Management (UK) LLP		c/o 3G Capital Inc.
7 Clifford Street		800 Third Avenue
London W1S 2WE		31st Floor
United Kingdom		New York, New York 10022
+44 20 7440 2330		(212) 893-6727

With a copy to:

Marc Weingarten, Esq.		Stephen Fraidin, Esq.
David Rosewater, Esq.		Andrew E. Nagel, Esq.
Schulte Roth & Zabel LLP		Kirkland & Ellis LLP
919 Third Avenue		153 East 53rd Street
New York, New York 10022		New York, New York 10022
(212) 756-2000		(212) 446-4800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 17, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 126408103

	1.	Names of Reporting Persons The Children's Investment Fund Management (UK) LLP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization England

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,796,998

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.4%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 126408103

	1.	Names of Reporting Persons The Children's Investment Fund Management (Cayman) Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,796,998

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.4%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 126408103

	1.	Names of Reporting Persons The Children's Investment Master Fund

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,796,998

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.4%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 126408103

	1.	Names of Reporting Persons Christopher Hohn

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,796,998

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.4%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 126408103

	1.	Names of Reporting Persons 3G Capital Partners Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.3%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 4.3%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 126408103

	1.	Names of Reporting Persons 3G Capital Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.3%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.3%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 126408103

	1.	Names of Reporting Persons 3G Fund L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.3%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 4.3%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 126408103

	1.	Names of Reporting Persons Alexandre Behring

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Brazil

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,620

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power 1,620

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.3%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 4.3%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 126408103

	1.	Names of Reporting Persons Gilbert H. Lamphere

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 22,600

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 22,600

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,600

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.0%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 126408103

	1.	Names of Reporting Persons Timothy T. O’Toole

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,500

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,500

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Amendment No. 7 is filed with respect to the shares of Common Stock, par value $1.00 per share (the “Shares”), of CSX Corporation (the “Issuer”), beneficially owned by the Reporting Persons (as defined in the Schedule 13D filed with the Securities and Exchange Commission on December 19, 2007, as heretofore amended (the “Schedule 13D”)) as of September 17, 2008 and amends and supplements the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 2.	Identity and Background
Clause (a)(viii) of Item 2 of the Schedule 13D is amended and restated as follows: Alexandre Behring, with respect to the 1,620 Shares directly owned by him and with respect to the 3G Shares and (collectively, with 3G Capital Ltd., 3G Capital L.P. and the 3G Fund, the “3G Reporting Persons”);

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and restated to include the following third sentence: The source of funds used to acquire the Shares reported herein held by Alexandre Behring was his respective personal funds. Clause (2) of Item 3 of the Schedule 13D is amended and restated as follows: $707,588,338, including commissions, was paid to acquire the 3G Shares and $72,019, including commissions, was paid to acquire Alexandre Behring’s Shares;

Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is amended and supplemented to include the following final paragraph:
On September 22, 2008, Christopher Hohn and Timothy T. O’Toole consented to join the Board. Their consent was without prejudice to their rights, and the rights of any of the TCI Reporting Persons or the 3G Reporting Persons, to be seated as Board members and with a full reservation of all other rights.

Item 5.	Interest in Securities of the Issuer
Clause (a) of Item 5 of the Schedule 13D is amended and restated such that the phrase “the 3G Reporting Persons beneficially owned an aggregate of 17,232,854 Shares” is replaced with the phrase “the 3G Reporting Persons beneficially owned an aggregate of 17,234,474 Shares” Clause (b) of Item 5 of the Schedule 13D is amended and restated to include the following seventh sentence: Alexandre Behring has sole power to vote and direct the disposition of the 1,620 Shares held by him. Clause (d) of Item 5 of the Schedule 13D is amended and restated to include the following final sentence: No person other than Alexandre Behring is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by him.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is amended and supplemented to include the following final paragraph:
On September 17, 2008, the 3G Reporting Persons transferred their contractual agreements with regard to the 3G Total Return Swaps from Morgan Stanley & Co. International plc to Citibank N.A. The 3G Total Return Swaps constitute economic exposure to 3,280,000 Shares, approximately 0.8% of the Shares outstanding.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 24, 2008


		THE CHILDREN’S INVESTMENT FUND MANAGEMENT (UK) LLP

		/s/ Christopher Hohn
		Christopher Hohn
		Managing Partner

		THE CHILDREN’S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD.

		/s/ David DeRosa
		David DeRosa
		Director

		THE CHILDREN’S INVESTMENT MASTER FUND

		/s/ David DeRosa
		David DeRosa
		Director

		/s/ Christopher Hohn
		Christopher Hohn

		3G CAPITAL PARTNERS LTD.

		/s/ Alexandre Behring
		Alexandre Behring
		Managing Director

		3G CAPITAL PARTNERS, L.P.
		By: 3G Capital Partners Ltd.
		Its: General Partner

		/s/ Alexandre Behring
		Alexandre Behring
		Managing Director

		3G FUND L.P.
		By: 3G Capital Partners, L.P.
		Its: General Partner

		By: 3G Capital Partners Ltd.
		Its: General Partner

		/s/ Alexandre Behring
		Alexandre Behring
		Managing Director

		/s/ Alexandre Behring
		Alexandre Behring

		/s/ Gilbert H. Lamphere
		Gilbert H. Lamphere

		/s/ Timothy T. O’Toole
		Timothy T. O’Toole

		/s/ Gary L. Wilson
		Gary L. Wilson

EXHIBIT INDEX

Exhibit 1.		Joint Filing Agreement (Previously Filed)

Exhibit 2.		Letter from TCIF UK to the CSX Board of Directors dated October 16, 2007 (Previously Filed)

Exhibit 3.		Letter from TCIF UK to the CSX Board of Directors dated October 22, 2007 (Previously Filed)

Exhibit 4.		Letter Agreement between TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed)

Exhibit 5.		Complaint Filed by the Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed)

Exhibit 99.6.		Answer and Counterclaims filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed)

Exhibit 99.7.		Answer and Counterclaims filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed)

Exhibit 99.8.		Decision of the Federal District Court for the Southern District of New York, dated June 11. 2008 (Previously Filed)