As filed with the Securities and Exchange Commission on March 8, 2000
                                      Registration Statement No. 33-____________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                 CSX CORPORATION
             (Exact name of Registrant as specified in its Charter)

           Virginia                                   62-1051971
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 782-1400
           (Address of principal executive office, including zip code)

                      THE GREENBRIER SAVINGS AND INVESTMENT
                                 PLAN AND TRUST
                            (Full title of the Plan)
                              --------------------

                              Alan A. Rudnick, Esq.
             Vice President-General Counsel and Corporate Secretary
                                 CSX Corporation
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 782-1400
 (Name, address and telephone number including, area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
============================================================================================
                                         Proposed maximum Proposed maximum
  Title of securities     Amount to be    Offering price     aggregate        Amount of
    to be registered       registered       per share      offering price  registration fee
--------------------------------------------------------------------------------------------
<S>                      <C>             <C>               <C>             <C>
Common Stock, $1.00 par   50,000 shares      _______          ________      _________ (2)
value                          (1)

Rights to Purchase
Series B Junior              _______
Participating Preferred
Stock, no par value (3)


--------------------------------------------------------------------------------------------

============================================================================================
</TABLE>

     (1)  Pursuant  to  Rule  416(a)  under  the  Securities  Act of  1933  (the
"Securities  Act"), also covers  additional  securities that may be offered as a
result of stock splits, stock dividends or similar transactions.
     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule  457(c)  under the  Securities  Act based on the average of the
high and low prices for the Common Stock reported in the consolidated  reporting
system of the New York Stock Exchange on _______ __, 2000.
     (3) The  Rights  are to be  attached  to and trade  with the  shares of the
Company's  Common  Stock.  Value  attributable  to the Rights,  if any,  will be
reflected in the market price of the Company's Common Stock.
           In addition,  pursuant to Rule 416(c) under the Securities  Act, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.



<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

        Not required to be filed with the  Securities  and  Exchange  Commission
(the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with the Commission.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following  documents filed by CSX  Corporation  (the "Company") with
the Commission are incorporated  herein by reference and made a part hereof: (i)
the Company's  Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-8022);  (ii) the description of the Company's Common Stock (the
"Common Stock")  contained in the Company's  registration  statement on Form 8-B
filed on  September  25,  1980 under the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act"),  including any amendment or report filed for the
purpose of updating such  description;  and (iii) the  description of the Rights
contained  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission  on May 29, 1998 under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

In addition to the foregoing, all documents filed by (i) the Company or (ii) the
Greenbrier  Savings  and  Investment  Plan and Trust (the  "Plan")  pursuant  to
Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
that indicates that all  securities  offered have been sold or that  deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other  subsequently  filed  document  that is  incorporated  by reference
herein  modifies or supersedes  such earlier  statement.  Any such  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Ellen M.  Fitzsimmons,  General  Counsel-Corporate  of the Company,  has
passed  upon the  validity  of the  Common  Stock  being  registered  under this
Registration  Statement.  Ms. Fitzsimmons is paid a salary by the Company,  is a
participant  in various  employee  benefit  plans  offered to  employees  of the
Company  generally,  and owns 4,055  shares of Common  Stock and has  options to
purchase 14,666 shares of Common Stock.

                                       2

<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification,  in  certain  circumstances,  by a  corporation  of any  person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she is, or was, a  director,  officer,  employee or agent of
such corporation.  Indemnification is also authorized with respect to a criminal
action or proceeding  where the person had no  reasonable  cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides  limitations on damages  payable by officers and  directors,  except in
cases of willful  misconduct or knowing violation of criminal law or any federal
or state securities law.

        Article  VII  of  the  Company's   Amended  and  Restated   Articles  of
Incorporation provides for mandatory  indemnification of any director or officer
of the Company who is, was or is threatened to be made a party to any proceeding
(including  any proceeding by or on behalf of the Company) by reason of the fact
that he or she is or was a  director  or  officer  of the  Company  against  all
liabilities  and reasonable  expenses  incurred in the  proceeding,  except such
liabilities  and  expenses  incurred  because of such  director's  or  officer's
willful misconduct or knowing violation of the criminal law.

        The  Company's  Amended  and  Restated  Articles of  Incorporation  also
provide that in every instance  permitted under Virginia corporate law in effect
from time to time,  the liability of a director or officer of the Company to the
Company or its shareholders  arising out of a single transaction,  occurrence or
course of conduct shall be limited to one dollar.

        The Company  maintains  standard  policies of officers'  and  directors'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.

4.1     Amended and Restated Articles of Incorporation of the Company
        (incorporated by reference to Exhibit 3 to the Company's Form 10-K
        (File No. 1-8022) dated February 15, 1991).

4.2     By-Laws of the Company, as amended (incorporated by reference to Exhibit
        3.2 of the Company's Form 10-K (File No. 1-8022) for the fiscal year
        ended December 31, 1999.)

4.3     Rights Agreement, dated as of May 29, 1998, between CSX and Harris Trust
        Company of New York,  as Rights  Agent  (incorporated  by  reference  to
        Exhibit 99.1 to the Company's Registration on Form 8-A (File No. 1-8022)
        filed May 29, 1998).

4.4     The Greenbrier Savings and Investment Plan and Trust.

4.5     The Greenbrier Savings and Investment Plan and Trust
        Trust Agreement.

5       Opinion and Consent of Ellen M. Fitzsimmons, General Counsel-Corporate
        of the Company, as to the validity of the Common Stock offered
        hereunder.

23.1    Consent  of  Ellen  M.  Fitzsimmons,  General  Counsel-Corporate  of the
        Company (included in the opinion filed as Exhibit 5 hereto).

                                       3
<PAGE>

23.2    Consent of Ernst & Young LLP, Independent Auditors.

23.3    Consent of  Ernst & Young LLP and KPMG LLP, Independent Auditors.

23.4    Consent of PricewaterhouseCoopers LLP, Independent Accountants.

24      Power of Attorney.


ITEM 9.  UNDERTAKINGS

        (a)    The Company hereby undertakes:

               1.     To file,  during  any  period  in  which  offers  or sales
                      are  made,  a  post-effective amendment to this
                      Registration Statement;

                      (i)    To include any prospectus required by Section 10(a)
                             (3) of the Securities Act;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of  this
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or  in  the  aggregate,  represent  a
                             fundamental  change in the information set forth in
                             this Registration Statement;

                      (iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  this  Registration  Statement  or any  material
                             change  in such  information  in this  Registration
                             Statement;

               2. That, for the purpose of determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               3. To  remove from  registration by  means  of  a  post-effective
amendment  any  of  the securities being registered which remain unsold at the
termination of the offering.

        (b) The Company hereby  undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
                                               ---- ----

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Company  pursuant to the  provisions  described  under Item 6 above,  or
otherwise,  the Company has been advised  that in the opinion of the  Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4
<PAGE>


                                   SIGNATURES

        THE COMPANY

        Pursuant  to  the  requirements  of  the  Securities  Act,  the  Company
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  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond, Virginia, on this 8th day of March, 2000.


                                                 CSX CORPORATION
                                                   (Registrant)


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

                                       5

<PAGE>



             Pursuant  to  the   requirements   of  the  Securities   Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 8th day of March, 2000.



                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE  PRESENTS that the each of the  undersigned
officers  and  directors  of  CSX  CORPORATION,   a  Virginia  corporation  (the
"Corporation"),  hereby  constitutes and appoints Ellen M. Fitzsimmons,  Alan A.
Rudnick,  Peter  J.  Shudtz  and  Gregory  R.  Weber,  and  each of them  acting
individually,  his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and  stead,  in any and all  capacities,  to sign and file a  registration
statement with the Securities and Exchange  Commission (the "Commission")  under
the  Securities  Act of 1933,  as amended (the  "Securities  Act"),  registering
securities of the  Corporation  which may be issued  pursuant to The  Greenbrier
Savings and Investment Plan and Trust, with power to sign and file any amendment
or amendments,  including  post-effective  amendments thereto, with all exhibits
thereto and any and all other  documents in connection  with  therewith,  hereby
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  or desirable  to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their  substitutes  or his  substitute,  may  lawfully do or cause to be done by
virtue hereof.

               IN WITNESS  WHEREOF,  each of the  undersigned  has executed this
Power of Attorney this 8th day of December, 1999.



               Signature                Title

By:  /s/ John W. Snow                   Chairman, President, Chief Executive
     ------------------------------     Officer and Director (Principal
    John W. Snow                        Executive Officer)

By:  /s/ Paul R. Goodwin                Executive Vice President - Finance
     ------------------------------     and Chief Financial Officer (Principal
    Paul R. Goodwin                     Financial Officer)


By:  /s/ James L. Ross                  Vice President and Controller
     ------------------------------     (Principal Accounting Officer)
    James L. Ross

By:  /s/ Elizabeth E. Bailey            Director
     ------------------------------
    Elizabeth E. Bailey

By:  /s/ H. Furlong Baldwin             Director
     ------------------------------
    H. Furlong Baldwin

By:  /s/ Claude S. Brinegar             Director
     ------------------------------
    Claude S. Brinegar


                                       6
<PAGE>



By:  /s/ Robert L. Burrus, Jr.          Director
     ------------------------------
    Robert L. Burrus, Jr.

By:  /s/ Bruce C. Gottwald              Director
     ------------------------------
    Bruce C. Gottwald

By:  /s/ John R. Hall                   Director
     ------------------------------
    John R. Hall

By:  /s/ E. Bradley Jones               Director
     ------------------------------
    E. Bradley Jones

By:  /s/ Robert D. Kunisch              Director
     ------------------------------
    Robert D. Kunisch

By:  /s/ James W. McGlothlin            Director
     ------------------------------
    James W. McGlothin

By:  /s/ Southwood J. Morcott           Director
     ------------------------------
    Southwood J. Morcott

By:  /s/ Charles E. Rice                Director
     ------------------------------
    Charles E. Rice

By:  /s/ William C. Richardson          Director
     ------------------------------
    William C. Richardson

By:  /s/ Frank S. Royal                 Director
     ------------------------------
    Frank S. Royal


                                       7
<PAGE>



                                   SIGNATURES

        THE PLAN

        Pursuant to the  requirements  of the Securities  Act, the Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Richmond, Virginia on this 8th day of
March, 2000.


                            The Greenbrier Savings and Investment Plan and Trust



                            By: /s/ Gregory R. Weber
                                --------------------------------
                                Gregory R. Weber
                                Vice President and Treasurer
                                CSX Hotels, Inc.



                                       8

<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                              --------------------





                                    EXHIBITS

                                   FILED WITH

                             REGISTRATION STATEMENT

                                       ON

                                    FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                 CSX CORPORATION




                      THE GREENBRIER SAVINGS AND INVESTMENT
                                 PLAN AND TRUST
                            (FULL TITLE OF THE PLAN)


<PAGE>






                                                                        EXHIBITS


          Exhibit No.              Description

              4.1                  Amended and Restated Articles of
                                   Incorporation of the Company
                                   (incorporated by reference to
                                   Exhibit 3 to the Company's Form 10-K
                                   (File No. 1-8022) dated February 15,
                                   1991).

              4.2                  By-Laws of the Company, as amended
                                   (incorporated by reference to
                                   Exhibit 3.2 to the Company's Form
                                   10-K (File No. 1-8022 for the fiscal
                                   year ended December 31, 1999).

              4.3                  Rights Agreement, dated as of May
                                   29, 1998, between CSX and Harris
                                   Trust Company of New York, as Rights
                                   Agent, (incorporated by reference to
                                   Exhibit 99.1 to the Company's
                                   Registration on Form 8-A (File No.
                                   1-8022) filed May 29, 1998 (File No.
                                   2-62373)).

              4.4                  The Greenbrier Savings and
                                   Investment Plan and Trust.

              4.5                  The Greenbrier Savings and Investment Plan
                                   and Trust
                                   Trust Agreement.

               5                   Opinion and Consent of Ellen M.
                                   Fitzsimmons, General Counsel-Corporate of the
                                   Company,  as to the  validity  of the  Common
                                   Stock and Rights offered hereunder.

             23.1                  Consent of Ellen M. Fitzsimmons,
                                   General Counsel-Corporate of the
                                   Company (included in the opinion
                                   filed as Exhibit 5 hereto).

             23.2                  Consent of Ernst & Young LLP, Independent
                                   Auditors.

             23.3                  Consent of  Ernst & Young LLP  and
                                   KPMG LLP, Independent Auditors.

             23.4                  Consent of PricewaterhouseCoopers
                                   LLP, Independent Accountants.

              24                   Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23367}]
{"company-data": {"conformed-name": "CSX CORP", "cik": "0000277948", "assigned-sic": "4011", "irs-number": "621051971", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32008", "film-number": "563950"}, "business-address": {"street1": "ONE JAMES CNTR", "street2": "901 E CARY ST", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8047821400"}}
As filed with the Securities and Exchange Commission on March 8, 2000
                                      Registration Statement No. 33-____________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                 CSX CORPORATION
             (Exact name of Registrant as specified in its Charter)

           Virginia                                   62-1051971
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 782-1400
           (Address of principal executive office, including zip code)

                      THE GREENBRIER SAVINGS AND INVESTMENT
                                 PLAN AND TRUST
                            (Full title of the Plan)
                              --------------------

                              Alan A. Rudnick, Esq.
             Vice President-General Counsel and Corporate Secretary
                                 CSX Corporation
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 782-1400
 (Name, address and telephone number including, area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================
                                         Proposed maximum Proposed maximum
  Title of securities     Amount to be    Offering price     aggregate        Amount of
    to be registered       registered       per share      offering price  registration fee
--------------------------------------------------------------------------------------------
Common Stock, $1.00 par   50,000 shares      _______          ________      _________ (2)
value                          (1)

Rights to Purchase
Series B Junior              _______
Participating Preferred
Stock, no par value (3)

--------------------------------------------------------------------------------------------

============================================================================================
(1)  Pursuant  to  Rule  416(a)  under  the  Securities  Act of  1933  (the
"Securities  Act"), also covers  additional  securities that may be offered as a
result of stock splits, stock dividends or similar transactions.
     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule  457(c)  under the  Securities  Act based on the average of the
high and low prices for the Common Stock reported in the consolidated  reporting
system of the New York Stock Exchange on _______ __, 2000.
     (3) The  Rights  are to be  attached  to and trade  with the  shares of the
Company's  Common  Stock.  Value  attributable  to the Rights,  if any,  will be
reflected in the market price of the Company's Common Stock.
           In addition,  pursuant to Rule 416(c) under the Securities  Act, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

        Not required to be filed with the  Securities  and  Exchange  Commission
(the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following  documents filed by CSX  Corporation  (the "Company") with
the Commission are incorporated  herein by reference and made a part hereof: (i)
the Company's  Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-8022);  (ii) the description of the Company's Common Stock (the
"Common Stock")  contained in the Company's  registration  statement on Form 8-B
filed on  September  25,  1980 under the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act"),  including any amendment or report filed for the
purpose of updating such  description;  and (iii) the  description of the Rights
contained  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission  on May 29, 1998 under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

In addition to the foregoing, all documents filed by (i) the Company or (ii) the
Greenbrier  Savings  and  Investment  Plan and Trust (the  "Plan")  pursuant  to
Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
that indicates that all  securities  offered have been sold or that  deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other  subsequently  filed  document  that is  incorporated  by reference
herein  modifies or supersedes  such earlier  statement.  Any such  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Ellen M.  Fitzsimmons,  General  Counsel-Corporate  of the Company,  has
passed  upon the  validity  of the  Common  Stock  being  registered  under this
Registration  Statement.  Ms. Fitzsimmons is paid a salary by the Company,  is a
participant  in various  employee  benefit  plans  offered to  employees  of the
Company  generally,  and owns 4,055  shares of Common  Stock and has  options to
purchase 14,666 shares of Common Stock.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification,  in  certain  circumstances,  by a  corporation  of any  person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she is, or was, a  director,  officer,  employee or agent of
such corporation.  Indemnification is also authorized with respect to a criminal
action or proceeding  where the person had no  reasonable  cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides  limitations on damages  payable by officers and  directors,  except in
cases of willful  misconduct or knowing violation of criminal law or any federal
or state securities law.

        Article  VII  of  the  Company's   Amended  and  Restated   Articles  of
Incorporation provides for mandatory  indemnification of any director or officer
of the Company who is, was or is threatened to be made a party to any proceeding
(including  any proceeding by or on behalf of the Company) by reason of the fact
that he or she is or was a  director  or  officer  of the  Company  against  all
liabilities  and reasonable  expenses  incurred in the  proceeding,  except such
liabilities  and  expenses  incurred  because of such  director's  or  officer's
willful misconduct or knowing violation of the criminal law.

        The  Company's  Amended  and  Restated  Articles of  Incorporation  also
provide that in every instance  permitted under Virginia corporate law in effect
from time to time,  the liability of a director or officer of the Company to the
Company or its shareholders  arising out of a single transaction,  occurrence or
course of conduct shall be limited to one dollar.

        The Company  maintains  standard  policies of officers'  and  directors'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.

4.1     Amended and Restated Articles of Incorporation of the Company
        (incorporated by reference to Exhibit 3 to the Company's Form 10-K
        (File No. 1-8022) dated February 15, 1991).

4.2     By-Laws of the Company, as amended (incorporated by reference to Exhibit
        3.2 of the Company's Form 10-K (File No. 1-8022) for the fiscal year
        ended December 31, 1999.)

4.3     Rights Agreement, dated as of May 29, 1998, between CSX and Harris Trust
        Company of New York,  as Rights  Agent  (incorporated  by  reference  to
        Exhibit 99.1 to the Company's Registration on Form 8-A (File No. 1-8022)
        filed May 29, 1998).

4.4     The Greenbrier Savings and Investment Plan and Trust.

4.5     The Greenbrier Savings and Investment Plan and Trust
        Trust Agreement.

5       Opinion and Consent of Ellen M. Fitzsimmons, General Counsel-Corporate
        of the Company, as to the validity of the Common Stock offered
        hereunder.

23.1    Consent  of  Ellen  M.  Fitzsimmons,  General  Counsel-Corporate  of the
        Company (included in the opinion filed as Exhibit 5 hereto).

                                       3
23.2    Consent of Ernst & Young LLP, Independent Auditors.

23.3    Consent of  Ernst & Young LLP and KPMG LLP, Independent Auditors.

23.4    Consent of PricewaterhouseCoopers LLP, Independent Accountants.

24      Power of Attorney.

ITEM 9.  UNDERTAKINGS

        (a)    The Company hereby undertakes:

               1.     To file,  during  any  period  in  which  offers  or sales
                      are  made,  a  post-effective amendment to this
                      Registration Statement;

                      (i)    To include any prospectus required by Section 10(a)
                             (3) of the Securities Act;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of  this
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or  in  the  aggregate,  represent  a
                             fundamental  change in the information set forth in
                             this Registration Statement;

                      (iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  this  Registration  Statement  or any  material
                             change  in such  information  in this  Registration
                             Statement;

               2. That, for the purpose of determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               3. To  remove from  registration by  means  of  a  post-effective
amendment  any  of  the securities being registered which remain unsold at the
termination of the offering.

        (b) The Company hereby  undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
                                               ---- ----

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Company  pursuant to the  provisions  described  under Item 6 above,  or
otherwise,  the Company has been advised  that in the opinion of the  Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4
SIGNATURES

        THE COMPANY

        Pursuant  to  the  requirements  of  the  Securities  Act,  the  Company
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  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond, Virginia, on this 8th day of March, 2000.

                                                 CSX CORPORATION
                                                   (Registrant)

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

                                       5
Pursuant  to  the   requirements   of  the  Securities   Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 8th day of March, 2000.

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE  PRESENTS that the each of the  undersigned
officers  and  directors  of  CSX  CORPORATION,   a  Virginia  corporation  (the
"Corporation"),  hereby  constitutes and appoints Ellen M. Fitzsimmons,  Alan A.
Rudnick,  Peter  J.  Shudtz  and  Gregory  R.  Weber,  and  each of them  acting
individually,  his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and  stead,  in any and all  capacities,  to sign and file a  registration
statement with the Securities and Exchange  Commission (the "Commission")  under
the  Securities  Act of 1933,  as amended (the  "Securities  Act"),  registering
securities of the  Corporation  which may be issued  pursuant to The  Greenbrier
Savings and Investment Plan and Trust, with power to sign and file any amendment
or amendments,  including  post-effective  amendments thereto, with all exhibits
thereto and any and all other  documents in connection  with  therewith,  hereby
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  or desirable  to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their  substitutes  or his  substitute,  may  lawfully do or cause to be done by
virtue hereof.

               IN WITNESS  WHEREOF,  each of the  undersigned  has executed this
Power of Attorney this 8th day of December, 1999.

               Signature                Title

By:  /s/ John W. Snow                   Chairman, President, Chief Executive
     ------------------------------     Officer and Director (Principal
    John W. Snow                        Executive Officer)

By:  /s/ Paul R. Goodwin                Executive Vice President - Finance
     ------------------------------     and Chief Financial Officer (Principal
    Paul R. Goodwin                     Financial Officer)

By:  /s/ James L. Ross                  Vice President and Controller
     ------------------------------     (Principal Accounting Officer)
    James L. Ross

By:  /s/ Elizabeth E. Bailey            Director
     ------------------------------
    Elizabeth E. Bailey

By:  /s/ H. Furlong Baldwin             Director
     ------------------------------
    H. Furlong Baldwin

By:  /s/ Claude S. Brinegar             Director
     ------------------------------
    Claude S. Brinegar

                                       6
By:  /s/ Robert L. Burrus, Jr.          Director
     ------------------------------
    Robert L. Burrus, Jr.

By:  /s/ Bruce C. Gottwald              Director
     ------------------------------
    Bruce C. Gottwald

By:  /s/ John R. Hall                   Director
     ------------------------------
    John R. Hall

By:  /s/ E. Bradley Jones               Director
     ------------------------------
    E. Bradley Jones

By:  /s/ Robert D. Kunisch              Director
     ------------------------------
    Robert D. Kunisch

By:  /s/ James W. McGlothlin            Director
     ------------------------------
    James W. McGlothin

By:  /s/ Southwood J. Morcott           Director
     ------------------------------
    Southwood J. Morcott

By:  /s/ Charles E. Rice                Director
     ------------------------------
    Charles E. Rice

By:  /s/ William C. Richardson          Director
     ------------------------------
    William C. Richardson

By:  /s/ Frank S. Royal                 Director
     ------------------------------
    Frank S. Royal

                                       7
SIGNATURES

        THE PLAN

        Pursuant to the  requirements  of the Securities  Act, the Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Richmond, Virginia on this 8th day of
March, 2000.

                            The Greenbrier Savings and Investment Plan and Trust

                            By: /s/ Gregory R. Weber
                                --------------------------------
                                Gregory R. Weber
                                Vice President and Treasurer
                                CSX Hotels, Inc.

                                       8
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              --------------------

                                    EXHIBITS

                                   FILED WITH

                             REGISTRATION STATEMENT

                                       ON

                                    FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 CSX CORPORATION

                      THE GREENBRIER SAVINGS AND INVESTMENT
                                 PLAN AND TRUST
                            (FULL TITLE OF THE PLAN)
EXHIBITS

          Exhibit No.              Description

              4.1                  Amended and Restated Articles of
                                   Incorporation of the Company
                                   (incorporated by reference to
                                   Exhibit 3 to the Company's Form 10-K
                                   (File No. 1-8022) dated February 15,
                                   1991).

              4.2                  By-Laws of the Company, as amended
                                   (incorporated by reference to
                                   Exhibit 3.2 to the Company's Form
                                   10-K (File No. 1-8022 for the fiscal
                                   year ended December 31, 1999).

              4.3                  Rights Agreement, dated as of May
                                   29, 1998, between CSX and Harris
                                   Trust Company of New York, as Rights
                                   Agent, (incorporated by reference to
                                   Exhibit 99.1 to the Company's
                                   Registration on Form 8-A (File No.
                                   1-8022) filed May 29, 1998 (File No.
                                   2-62373)).

              4.4                  The Greenbrier Savings and
                                   Investment Plan and Trust.

              4.5                  The Greenbrier Savings and Investment Plan
                                   and Trust
                                   Trust Agreement.

               5                   Opinion and Consent of Ellen M.
                                   Fitzsimmons, General Counsel-Corporate of the
                                   Company,  as to the  validity  of the  Common
                                   Stock and Rights offered hereunder.

             23.1                  Consent of Ellen M. Fitzsimmons,
                                   General Counsel-Corporate of the
                                   Company (included in the opinion
                                   filed as Exhibit 5 hereto).

             23.2                  Consent of Ernst & Young LLP, Independent
                                   Auditors.

             23.3                  Consent of  Ernst & Young LLP  and
                                   KPMG LLP, Independent Auditors.

             23.4                  Consent of PricewaterhouseCoopers
                                   LLP, Independent Accountants.

              24                   Power of Attorney.