As filed with the Securities and Exchange Commission on August 9, 2000
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

          COMMONWEALTH OF VIRGINIA                      62-1051971
        (State or other jurisdiction     (I.R.S. Employer Identification Number)
      of incorporation or organization)

                                ONE JAMES CENTER
                              901 EAST CARY STREET
                            RICHMOND, VIRGINIA 23219
                                 (804) 782-1400
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                           CSX OMNIBUS INCENTIVE PLAN
                            (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) 783-1400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

                                       Amount to be            Proposed Maximum           Proposed Maximum            Amount of
Title of Securities to be Registered    Registered         Offering Price Per Share   Aggregate Offering Price    Registration Fee


----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                        <C>                          <C>

Common Stock, $1.00 par
value per share........                 6,000,000 (1)(2)   $25.1875 (3)              $151,125,000(3)              $39,897
----------------------------------------------------------------------------------------------------------------------------------

Rights to Purchase Series
B Junior Participating
Preferred Stock, no par                 6,000,000 rights       N/A                        N/A                       N/A
value (4)..............
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------
(1) The number of shares being registered  represents  shares of Common Stock of
    CSX Corporation  (the "Company")  authorized and reserved for issuance under
    the CSX Omnibus Incentive Plan.
(2) Pursuant to Rule  416(a),  also  covers  additional  securities  that may be
    offered  as  a  result  of  stock   splits,   stock   dividends  or  similar
    transactions.
(3) Estimated  pursuant to Rule 457(c)  solely for purposes of  calculating  the
    registration  fee.  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 August 1, 2000.
(4) 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.


<PAGE>





INTRODUCTION

    This  Registration  Statement  on Form S-8 is filed  by CSX  Corporation,  a
Virginia corporation (the "Company" or the "Registrant"),  relating to 6,000,000
shares of its  common  stock,  par value  $1.00 per share (the  "Common  Stock")
(including the related rights (the "Rights") to purchase the Company's  Series B
Junior  Participating  Preferred  Stock,  no par  value)  issuable  to  eligible
employees of the Company under the CSX Omnibus Incentive Plan (the "Plan").


Part I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information
         ----------------

    Not required to be filed as part of this Registration  Statement pursuant to
Note to Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information
         -----------------------------------------------------------

    Not required to be filed as part of this Registration  Statement pursuant to
Note to Part 1 of Form S-8.


PART II.  INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

    The following  documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:

    (a) The Company's Annual Report on Form 10-K (File No. 1-8022) for the
        fiscal year ended December 31, 1999.

    (b) All reports filed  pursuant to Section 13(a) or 15(d) of the  Securities
        Exchange Act of 1934, as amended (the "Exchange Act"),  since the end of
        the fiscal year covered by the Company's  annual  report  referred to in
        (a) above.

    (c) The description of:

        (i)  the Common Stock, contained in the Company's Registration Statement
             on Form 8-B (File No. 1-8022)filed on September 25, 1980 under
             Section 12 of the Exchange Act; and

        (ii) the Rights,  contained in the Company's  Registration  Statement on
             Form 8-A (File No. 1-8022) filed with the Commission on May 29,
             1998 under  Section  12(b) of the  Exchange  Act and Form 8-A/A
             (File No. 1-8022)  filed with the  Commission  on June 28,  2000
             under  Section 12(b) of the Exchange Act.

    Each  document  or  report  subsequently  filed  by  the  Company  with  the
Commission  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
after the date of this  Registration  Statement,  but  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  by this  Registration  Statement  have  been  sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated  by reference into this  Registration  Statement.  Each document or
report  incorporated  into this  Registration  Statement by  reference  shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any  subsequently  filed document which is incorporated
by reference into this Registration Statement.

                                       2

<PAGE>


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 and Rights  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 and has options to purchase shares of Common Stock.

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  as are  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

    Unless  otherwise  indicated  below as being  incorporated  by  reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

    Exhibit No.
    -----------

      4.1  Amended  and  Restated  Articles  of  Incorporation  of  the  Company
           (incorporated  by reference to Exhibit 3.1 to the Company's Form 10-Q
           (File No. 1-8022) for the fiscal quarter ended June 30, 2000).

      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).

                                       3

<PAGE>


4.3        Rights Agreement,  dated as of May 29, 1998 (the "Rights Agreement"),
           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        Amendment  No. 1 to the Rights  Agreement, dated as of June 27, 2000,
           between  CSX and Harris  Trust Company of New York, as Rights  Agent,
           (incorporated  by reference  to Exhibit 3 to the  Company's
           Registration on Form 8-A/A (File No. 1-8022) filed June 28, 2000).

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.

99         CSX Omnibus  Incentive  Plan  (incorporated  by reference to Appendix
           A to the Company's  Definitive Proxy Statement on Schedule 14A (File
           No. 1-8022) filed March 17, 2000)


Item 9.  Undertakings
         ------------

      (a) The undersigned Registrant hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
       made, a post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933.

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  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   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               Registration Statement.

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

      Provided,  however,  that  subparagraphs  (a)(1)(i) and  (a)(1)(ii) do not
      apply if the  information  required  to be  included  in a  post-effective
      amendment by those  subparagraphs  is contained in periodic  reports filed
      with or

                                       4
<PAGE>


      furnished to the  Commission by the  Registrant  pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
      Securities Act of 1933, 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 undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  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 Act and will
be governed by the final adjudication of such issue.

                                       5

<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
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,  Commonwealth  of  Virginia,  on August 8,
2000.

                                          CSX CORPORATION



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

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on August 8, 2000.


         Signature                                    Title
         ---------                                    -----


    /s/ JOHN W. SNOW*               Chairman, President, Chief Executive Officer
    --------------------------      and Director (Principal Executive Officer)
         John W. Snow


    /s/ PAUL R. GOODWIN*            Executive Vice President-Finance and Chief
    --------------------------      Financial Officer (Principal Financial
         Paul R. Goodwin            Officer)


    /s/ JAMES L. ROSS*              Vice President and Controller
    --------------------------      (Principal Accounting Officer)
         James L. Ross


    /s/ ELIZABETH E. BAILEY*        Director
    --------------------------
         Elizabeth E. Bailey


    /s/ H. FURLONG BALDWIN*         Director
    --------------------------
         H. Furlong Baldwin


    /s/ CLAUDE S. BRINEGAR*         Director
    --------------------------
         Claude S. Brinegar


    /s/ ROBERT L. BURRUS, JR.*      Director
    --------------------------
         Robert L. Burrus, Jr.

                                       6

<PAGE>



    /s/ BRUCE C. GOTTWALD*          Director
    --------------------------
         Bruce C. Gottwald


    /s/ JOHN R. HALL*               Director
    --------------------------
         John R. Hall


    /s/ E. BRADLEY JONES*           Director
    --------------------------
         E. Bradley Jones


    /s/ ROBERT D. KUNISCH*          Director
    --------------------------
         Robert D. Kunisch


    /s/ JAMES W. MCGLOTHLIN*        Director
    --------------------------
         James W. McGlothlin


    /s/ SOUTHWOOD J. MORCOTT*       Director
    --------------------------
         Southwood J. Morcott


    /s/ CHARLES E. RICE*            Director
    --------------------------
         Charles E. Rice


    /s/ WILLIAM C. RICHARDSON*      Director
    ---------------------------
         William C. Richardson


    /s/ FRANK S. ROYAL*             Director
    --------------------------
         Frank S. Royal



    *By: /s/ ELLEN M. FITZSIMMONS
         ------------------------
         Ellen M. Fitzsimmons
         Attorney-in-Fact

                                       7

<PAGE>


                                  Exhibit Index
                                  -------------

The  following  exhibits  are  filed  herewith  as part of, or  incorporated  by
reference in, this Registration Statement:

Exhibit No.

    4.1  Amended  and  Restated   Articles  of   Incorporation  of  the  Company
         (incorporated  by reference to Exhibit 3.1 to the  Company's  Form 10-Q
         (File No. 1-8022) for the fiscal quarter ended June 30, 2000).

    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).

    4.4  Amendment  No. 1 to the Rights  Agreement,  dated as of June 27,  2000,
         between CSX and Harris  Trust Company of New York,  as Rights  Agent,
         (incorporated  by  reference  to  Exhibit 3 to the  Company's
         Registration on Form 8-A/A (File No. 1-8022) filed June 28, 2000).

    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.

    99   CSX Omnibus Incentive Plan  (incorporated by reference to Appendix A to
         the  Company's  Definitive  Proxy  Statement  on Schedule 14A (File No.
         1-8022) filed March 17, 2000).

                                       8
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{"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": "333-43382", "film-number": "690129"}, "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 August 9, 2000
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

          COMMONWEALTH OF VIRGINIA                      62-1051971
        (State or other jurisdiction     (I.R.S. Employer Identification Number)
      of incorporation or organization)

                                ONE JAMES CENTER
                              901 EAST CARY STREET
                            RICHMOND, VIRGINIA 23219
                                 (804) 782-1400
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           CSX OMNIBUS INCENTIVE PLAN
                            (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) 783-1400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------

                                       Amount to be            Proposed Maximum           Proposed Maximum            Amount of
Title of Securities to be Registered    Registered         Offering Price Per Share   Aggregate Offering Price    Registration Fee

----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par
value per share........                 6,000,000 (1)(2)   $25.1875 (3)              $151,125,000(3)              $39,897
----------------------------------------------------------------------------------------------------------------------------------

Rights to Purchase Series
B Junior Participating
Preferred Stock, no par                 6,000,000 rights       N/A                        N/A                       N/A
value (4)..............
----------------------------------------------------------------------------------------------------------------------------------
-----------------
(1) The number of shares being registered  represents  shares of Common Stock of
    CSX Corporation  (the "Company")  authorized and reserved for issuance under
    the CSX Omnibus Incentive Plan.
(2) Pursuant to Rule  416(a),  also  covers  additional  securities  that may be
    offered  as  a  result  of  stock   splits,   stock   dividends  or  similar
    transactions.
(3) Estimated  pursuant to Rule 457(c)  solely for purposes of  calculating  the
    registration  fee.  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 August 1, 2000.
(4) 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.
INTRODUCTION

    This  Registration  Statement  on Form S-8 is filed  by CSX  Corporation,  a
Virginia corporation (the "Company" or the "Registrant"),  relating to 6,000,000
shares of its  common  stock,  par value  $1.00 per share (the  "Common  Stock")
(including the related rights (the "Rights") to purchase the Company's  Series B
Junior  Participating  Preferred  Stock,  no par  value)  issuable  to  eligible
employees of the Company under the CSX Omnibus Incentive Plan (the "Plan").

Part I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information
         ----------------

    Not required to be filed as part of this Registration  Statement pursuant to
Note to Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information
         -----------------------------------------------------------

    Not required to be filed as part of this Registration  Statement pursuant to
Note to Part 1 of Form S-8.

PART II.  INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

    The following  documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:

    (a) The Company's Annual Report on Form 10-K (File No. 1-8022) for the
        fiscal year ended December 31, 1999.

    (b) All reports filed  pursuant to Section 13(a) or 15(d) of the  Securities
        Exchange Act of 1934, as amended (the "Exchange Act"),  since the end of
        the fiscal year covered by the Company's  annual  report  referred to in
        (a) above.

    (c) The description of:

        (i)  the Common Stock, contained in the Company's Registration Statement
             on Form 8-B (File No. 1-8022)filed on September 25, 1980 under
             Section 12 of the Exchange Act; and

        (ii) the Rights,  contained in the Company's  Registration  Statement on
             Form 8-A (File No. 1-8022) filed with the Commission on May 29,
             1998 under  Section  12(b) of the  Exchange  Act and Form 8-A/A
             (File No. 1-8022)  filed with the  Commission  on June 28,  2000
             under  Section 12(b) of the Exchange Act.

    Each  document  or  report  subsequently  filed  by  the  Company  with  the
Commission  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
after the date of this  Registration  Statement,  but  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  by this  Registration  Statement  have  been  sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated  by reference into this  Registration  Statement.  Each document or
report  incorporated  into this  Registration  Statement by  reference  shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any  subsequently  filed document which is incorporated
by reference into this Registration Statement.

                                       2
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 and Rights  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 and has options to purchase shares of Common Stock.

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  as are  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

    Unless  otherwise  indicated  below as being  incorporated  by  reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

    Exhibit No.
    -----------

      4.1  Amended  and  Restated  Articles  of  Incorporation  of  the  Company
           (incorporated  by reference to Exhibit 3.1 to the Company's Form 10-Q
           (File No. 1-8022) for the fiscal quarter ended June 30, 2000).

      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).

                                       3
4.3        Rights Agreement,  dated as of May 29, 1998 (the "Rights Agreement"),
           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        Amendment  No. 1 to the Rights  Agreement, dated as of June 27, 2000,
           between  CSX and Harris  Trust Company of New York, as Rights  Agent,
           (incorporated  by reference  to Exhibit 3 to the  Company's
           Registration on Form 8-A/A (File No. 1-8022) filed June 28, 2000).

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.

99         CSX Omnibus  Incentive  Plan  (incorporated  by reference to Appendix
           A to the Company's  Definitive Proxy Statement on Schedule 14A (File
           No. 1-8022) filed March 17, 2000)

Item 9.  Undertakings
         ------------

      (a) The undersigned Registrant hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
       made, a post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933.

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  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   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               Registration Statement.

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

      Provided,  however,  that  subparagraphs  (a)(1)(i) and  (a)(1)(ii) do not
      apply if the  information  required  to be  included  in a  post-effective
      amendment by those  subparagraphs  is contained in periodic  reports filed
      with or

                                       4
furnished to the  Commission by the  Registrant  pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
      Securities Act of 1933, 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 undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  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 Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
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,  Commonwealth  of  Virginia,  on August 8,
2000.

                                          CSX CORPORATION

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

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on August 8, 2000.

         Signature                                    Title
         ---------                                    -----

    /s/ JOHN W. SNOW*               Chairman, President, Chief Executive Officer
    --------------------------      and Director (Principal Executive Officer)
         John W. Snow

    /s/ PAUL R. GOODWIN*            Executive Vice President-Finance and Chief
    --------------------------      Financial Officer (Principal Financial
         Paul R. Goodwin            Officer)

    /s/ JAMES L. ROSS*              Vice President and Controller
    --------------------------      (Principal Accounting Officer)
         James L. Ross

    /s/ ELIZABETH E. BAILEY*        Director
    --------------------------
         Elizabeth E. Bailey

    /s/ H. FURLONG BALDWIN*         Director
    --------------------------
         H. Furlong Baldwin

    /s/ CLAUDE S. BRINEGAR*         Director
    --------------------------
         Claude S. Brinegar

    /s/ ROBERT L. BURRUS, JR.*      Director
    --------------------------
         Robert L. Burrus, Jr.

                                       6
/s/ BRUCE C. GOTTWALD*          Director
    --------------------------
         Bruce C. Gottwald

    /s/ JOHN R. HALL*               Director
    --------------------------
         John R. Hall

    /s/ E. BRADLEY JONES*           Director
    --------------------------
         E. Bradley Jones

    /s/ ROBERT D. KUNISCH*          Director
    --------------------------
         Robert D. Kunisch

    /s/ JAMES W. MCGLOTHLIN*        Director
    --------------------------
         James W. McGlothlin

    /s/ SOUTHWOOD J. MORCOTT*       Director
    --------------------------
         Southwood J. Morcott

    /s/ CHARLES E. RICE*            Director
    --------------------------
         Charles E. Rice

    /s/ WILLIAM C. RICHARDSON*      Director
    ---------------------------
         William C. Richardson

    /s/ FRANK S. ROYAL*             Director
    --------------------------
         Frank S. Royal

    *By: /s/ ELLEN M. FITZSIMMONS
         ------------------------
         Ellen M. Fitzsimmons
         Attorney-in-Fact

                                       7
Exhibit Index
                                  -------------

The  following  exhibits  are  filed  herewith  as part of, or  incorporated  by
reference in, this Registration Statement:

Exhibit No.

    4.1  Amended  and  Restated   Articles  of   Incorporation  of  the  Company
         (incorporated  by reference to Exhibit 3.1 to the  Company's  Form 10-Q
         (File No. 1-8022) for the fiscal quarter ended June 30, 2000).

    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).

    4.4  Amendment  No. 1 to the Rights  Agreement,  dated as of June 27,  2000,
         between CSX and Harris  Trust Company of New York,  as Rights  Agent,
         (incorporated  by  reference  to  Exhibit 3 to the  Company's
         Registration on Form 8-A/A (File No. 1-8022) filed June 28, 2000).

    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.

    99   CSX Omnibus Incentive Plan  (incorporated by reference to Appendix A to
         the  Company's  Definitive  Proxy  Statement  on Schedule 14A (File No.
         1-8022) filed March 17, 2000).

                                       8