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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000810/0000277948-00-000017/0000277948-00-000017.txt : 20000921
<SEC-HEADER>0000277948-00-000017.hdr.sgml : 20000921
ACCESSION NUMBER:		0000277948-00-000017
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000808
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000810

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CSX CORP
		CENTRAL INDEX KEY:			0000277948
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4011
]		IRS NUMBER:				621051971
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	002-63273
			FILM NUMBER:		691160
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE JAMES CNTR
				STREET 2:		901 E CARY ST
				CITY:			RICHMOND
				STATE:			VA
				ZIP:			23219
				BUSINESS PHONE:		8047821400
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K


                                 Current Report


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 8, 2000
                                                          --------------



                                 CSX CORPORATION
                                 ---------------
             (Exact name of registrant as specified in its charter)


                                    Virginia
                                    --------
                         (State or other jurisdiction of
                         incorporation or organization)


          2-63273                                         62-1051971
          -------                                         ----------
       (Commission                                    (I.R.S. Employer
         File No.)                                    Identification No.)


           One James Center, 901 East Cary Street, Richmond, VA 23219
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                 (804) 782-1400
                                 --------------



<PAGE>


ITEM 5.        OTHER EVENTS

               As of August 8, 2000, CSX Corporation  (the "Company")  increased
the aggregate initial offering price of its Medium-Term  Notes,  Series C, Due 9
Months  or  Longer  from  Date  of  Issue  (the  "Series  C  Notes")  from  U.S.
$1,000,000,000  to  U.S.   $1,150,000,000.   The  additional  U.S.  $150,000,000
aggregate initial offering price of Series C Notes will be issued pursuant to an
indenture dated as of August 1, 1990 between the Company and The Chase Manhattan
Bank,  as trustee  (the  "Trustee"),  as  supplemented  by a First  Supplemental
Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of
May 6, 1997 and a Third  Supplemental  Indenture dated as of April 22, 1998, and
the Action of Authorized  Pricing  Officers of the Company dated as of September
30, 1998,  Action of Authorized  Pricing Officers of the Company dated as of May
7, 1999, Supplemental Action of Authorized Pricing Officers of the Company dated
August 10, 1999 and  Supplemental  Action of Authorized  Pricing Officers of the
Company dated August 8, 2000.  The  additional  Series C Notes may be Fixed Rate
Notes or Floating Rate Notes and may be offered at a discount from the principal
amount thereof due at maturity. The offering and sale of the additional Series C
Notes have been  registered  under the  Securities  Act of 1933, as amended (the
"Act"),  by a Registration  Statement on Form S-3  (Registration  No. 333-68885)
which was declared effective January 5, 1999. On May 11, 1999, the Company filed
with the Securities and Exchange Commission (the "Commission"), pursuant to Rule
424(b)(5) under the Act, its  Prospectus,  dated January 5, 1999, and Prospectus
Supplement, dated May 7, 1999, pertaining to the offering and sale of the Series
C Notes. On August 10, 2000, the Company filed, pursuant to Rule 424(b)(3) under
the Act, a Supplement to Prospectus Supplement,  dated August 8, 2000, regarding
the U.S.  $150,000,000  increase in the aggregate  initial offering price of the
Series C Notes.  The Company  will  continue to solicit  sales of Series C Notes
pursuant to the Distribution  Agreement,  dated May 7, 1999, between the Company
and the Agents named therein.


ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

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

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

               4.1    Supplemental Action of Authorized Pricing Officers dated
                      as of August 8, 2000.

               5.1    Opinion of McGuireWoods LLP as to the validity of the
                      Notes.

              23.1    Consent of McGuireWoods LLP contained in the opinion filed
                      as Exhibit 5.1 hereto.

                                       2

<PAGE>


                                    Signature
                                    ---------

           Pursuant to the  requirements  of the  Securities and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                 CSX CORPORATION

                            By:  /s/ Gregory R. Weber
                                 --------------------
                                 Gregory R. Weber
                                 Vice President and Treasurer


Date:  August 10, 2000

                                       3

<PAGE>


EXHIBIT LIST
- ------------


Exhibit                                   Description
- -------                                   -----------

   4.1            Supplemental Action of Authorized Pricing Officers dated as of
                  August 8, 2000.

   5.1            Opinion of McGuireWoods LLP as to the validity of the Notes.

  23.1            Consent of  McGuireWoods  LLP  contained  in the opinion filed
                  as Exhibit 5.1 hereto.

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>




                                                                     Exhibit 4.1

                                 CSX CORPORATION

               Supplemental Action of Authorized Pricing Officers

                                 August 8, 2000


        Reference is made to the Action of Authorized Pricing Officers, dated as
of  September  30,  1998  (the  "September  1998  Action of  Authorized  Pricing
Officers"),  the Action of Authorized Pricing Officers,  dated as of May 7, 1999
(the "May 1999 Action of Authorized  Pricing  Officers"),  and the  Supplemental
Action of Authorized  Pricing Officers,  dated August 10, 1999 (the "August 1999
Supplemental  Action of  Authorized  Pricing  Officers",  and together  with the
September 1998 Action of Authorized  Pricing Officers and the May 1999 Action of
Authorized  Pricing  Officers,  the "Actions of Authorized  Pricing  Officers"),
taken  pursuant to (x) Section 301 of the  Indenture  dated as of August 1, 1990
between CSX  Corporation  (the  "Corporation")  and The Chase Manhattan Bank, as
trustee (the  "Trustee"),  as supplemented by the First  Supplemental  Indenture
dated as of June 15, 1991, the Second Supplemental  Indenture dated as of May 6,
1997 and the  Third  Supplemental  Indenture  dated as of April  22,  1998  (the
indenture,  as so  supplemented,  is herein  called  the  "Indenture"),  and (y)
resolutions  duly  adopted  by the  Board of  Directors  of the  Corporation  at
meetings  duly  called  and  held on  April  28,  1998  and  December  9,  1998,
respectively (the "Resolutions").  The Corporation's Medium-Term Notes, Series C
(the  "Notes")  were  originally  established  by the  September  1998 Action of
Authorized  Pricing  Officers  and, at that time,  were  limited to an aggregate
initial  offering price of up to U.S.  $750,000,000  (including,  in the case of
Foreign  Currency Notes,  the equivalent  thereof at the Market Exchange Rate on
the  applicable  trade  dates,  in one or more  foreign  currencies  or currency
units).  Pursuant to the August 1999 Supplemental  Action of Authorized  Pricing
Officers,  the limit on the aggregate  initial  offering  price of the Notes was
increased to $1,000,000,000  (including,  in the case of Foreign Currency Notes,
the  equivalent  thereof at the Market  Exchange  Rate on the  applicable  trade
dates, in one or more foreign  currencies or currency  units).  The terms of the
Notes as set forth in the Actions of Authorized  Pricing  Officers  provide that
the  foregoing  limit may be  increased by the  Corporation  if in the future it
determines that it may wish to sell additional Notes.

        Pursuant  to the  authority  vested  in  them  by the  Resolutions,  the
undersigned officers hereby increase the limit on the aggregate initial offering
price of Notes that the  Corporation is authorized to issue to a maximum of U.S.
$1,150,000,000 (including, in the case of Foreign Currency Notes, the equivalent
thereof at the Market  Exchange Rate on the  applicable  trade dates,  in one or
more foreign  currencies or currency units). The Notes shall be issued under the
Indenture and shall have the same terms provided or  contemplated by the Actions
of Authorized  Pricing Officers and as set forth in the Prospectus dated January
5, 1999 as  supplemented by the Prospectus  Supplement  dated May 7, 1999 and as
further supplemented by the Supplement to the Prospectus Supplement dated August
8,  2000.  The Notes  shall be offered  and sold  pursuant  to the  Distribution
Agreement,  dated May 7, 1999,  between  the  Corporation  and the Agents  named
therein.
<PAGE>


        Terms used  herein and not defined  shall have the  meaning  assigned to
them in the May 1999 Action of Authorized  Pricing  Officers  referred to above.

Dated as of the date first set forth above.


                                By:______________________________________
                                Name: John W. Snow
                                Title: President and Chief Executive Officer


                                By: /s/ Paul R. Goodwin
                                    -------------------
                                Name: Paul R. Goodwin
                                Title: Executive Vice President-Finance and
                                       Chief Financial Officer


                                By: /s/ Gregory R. Weber
                                    --------------------
                                Name: Gregory R. Weber
                                Title: Vice President and Treasurer



                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>







                                                                     Exhibit 5.1

                          [McGUIREWOODS LLP LETTERHEAD]


                                 August 8, 2000



CSX Corporation
One James Center
901 East Cary Street
Richmond, VA 23219

Ladies and Gentlemen:

        We have advised CSX Corporation, a Virginia corporation (the "Company"),
in connection with the issuance by the Company of its Medium-Term Notes,  Series
C, due nine months or longer  from date of issue (the  "Series C Notes") and the
solicitation  of  sales  of the  Series C Notes  by the  Company  pursuant  to a
Distribution Agreement, dated May 7, 1999 (the "Distribution Agreement"),  among
the Company and the Agents party thereto.

        As of August 8,  2000,  the  Company  increased  the  aggregate  initial
offering  price  of  the  Series  C  Notes  by  U.S.   $150,000,000   from  U.S.
$1,000,000,000  to  U.S.   $1,150,000,000.   The  additional  U.S.  $150,000,000
aggregate  initial  offering price of Series C Notes (the  "Additional  Series C
Notes")  will be  issued  pursuant  to an  indenture  dated as of August 1, 1990
between the Company and The Chase Manhattan Bank, as trustee (the "Trustee"), as
supplemented  by a First  Supplemental  Indenture  dated as of June 15,  1991, a
Second  Supplemental  Indenture dated as of May 6, 1997 and a Third Supplemental
Indenture  dated as of April 22, 1998 (the  indenture,  as so  supplemented,  is
herein called the "Indenture") and shall have the terms provided or contemplated
by the  Action  of  Authorized  Pricing  Officers  of the  Company,  dated as of
September 30, 1998 (the "September 1998 Action of Authorized Pricing Officers"),
Action of Authorized  Pricing  Officers of the Company,  dated as of May 7, 1999
(the "May 1999 Action of Authorized Pricing  Officers"),  Supplemental Action of
Authorized  Pricing Officers of the Company,  dated August 10, 1999 (the "August
1999 Supplemental  Action of Authorized  Pricing Officers" and together with the
September 1998 Action of Authorized  Pricing Officers and the May 1999 Action of
Authorized Pricing Officers, the "Actions of Authorized Pricing Officers"),  and
Supplemental Action of Authorized Pricing Officers of the Company,  dated August
8, 2000 (the "August 2000 Supplemental  Action of Authorized Pricing Officers"),
and as set forth in the Prospectus  dated January 5, 1999,  which is part of the
Company's   Registration  Statement  on  Form  S-3  (File  No.  333-68885)  (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission,  as supplemented by the Prospectus  Supplement dated May 7, 1999 and
as further supplemented by the Supplement to Prospectus  Supplement dated August
8,  2000.  The Notes  will be  offered  and sold  pursuant  to the  Distribution
Agreement.

<PAGE>

August 8, 2000
Page 2


        We  have  examined  such  corporate  records,   certificates  and  other
documents,  and reviewed such questions of law, as we have considered  necessary
or appropriate for the purpose of this opinion.

        On the basis of such examination and review,  we advise you that, in our
opinion,  when the terms of a particular  Additional Series C Note and the issue
and sale thereof have been duly  authorized and  established in conformity  with
the  Indenture  and such  Additional  Series C Note  has  been  duly  completed,
executed,  authenticated  and issued in  accordance  with the  Indenture and the
Actions of  Authorized  Pricing  Officers  as  supplemented  by the August  2000
Supplemental Action of Authorized Pricing Officers and delivered against payment
therefor as contemplated by the Distribution Agreement, such Additional Series C
Note will  constitute  a valid and legally  binding  obligation  of the Company,
enforceable  against  the  Company  in  accordance  with its  terms,  subject to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles,  and except further as enforcement thereof may
be  limited by (A)  requirements  that a claim  with  respect to any  Additional
Series C Note  denominated  other than in U.S. dollars (or a foreign currency or
foreign  currency unit judgment in respect of such claim) be converted into U.S.
dollars  at a rate of  exchange  prevailing  on a date  determined  pursuant  to
applicable  law or (B)  governmental  authority to limit,  delay or prohibit the
making of payments in foreign currency or currency units or payments outside the
United States.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Company's  Current Report on Form 8-K and the  incorporation  of this opinion by
reference in the  Registration  Statement and to the  references to us under the
heading  "Validity of the  Securities"  in the  Registration  Statement  and the
heading "Validity of Notes" in the Prospectus  Supplement relating to the Series
C Notes.  We do not admit by giving this  consent that we are in the category of
persons whose consent is required under Section 7 of the Act.

                                            Very truly yours,

                                            McGuireWoods LLP

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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