DAYTON & MICHIGAN RAILROAD CO
10-Q, 1994-10-28
RAILROADS, LINE-HAUL OPERATING
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          PAGE 1
                                      FORM 10-Q

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                          
(X)       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended September 30, 1994
                                        
                                         OR

( )       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For transition period from                   to
                                    -----------------    ------------------

                           Commission File Number  1-1543

                        DAYTON AND MICHIGAN RAILROAD COMPANY
               (Exact name of registrant as specified in its charter)


          Ohio                                              31-6005583
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)


500 Water Street, Jacksonville, FL.                               32202
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code      (904) 359-3100
                                                   

                                      No Change
(Former name, former address and former fiscal year, if changed since last
 report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes (X)  No ( )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 1994:  48,066.18 shares

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.




                                        - 1 -



          PAGE 2

                                          
                        DAYTON AND MICHIGAN RAILROAD COMPANY
                                      FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994
                                        INDEX




PART I.  FINANCIAL INFORMATION                             Page Number

Item 1.  Financial Statements.

1.  Statement of Earnings -
      Quarters and Nine Months ended September 30, 1994
      and 1993                                                   3

2.  Statement of Cash Flows -                   
      Nine Months Ended September 30, 1994 and 1993              4

3.  Statement of Financial Position -
      At September 30, 1994 and December 31, 1993                5


Notes to Financial Statements                                    6


PART II.    OTHER INFORMATION                                      

Item 6.  Exhibits and Reports on Form 8-K                        7

Signature                                                        7























                                        - 2 -



          PAGE 3
                        DAYTON AND MICHIGAN RAILROAD COMPANY
                                STATEMENT OF EARNINGS



                                        Quarter Ended       Nine Months Ended
                                   ----------------------   ------------------
                                       September 30,           September 30,  
                                     1994          1993       1994      1993
                                   --------      --------   --------  --------


Income
  Rental Income                    $20,716       $20,147     $60,946   $58,490
  Interest Income                   11,610         8,832      31,395    24,578
                                   -------       -------     -------   -------
Earnings before Income Taxes        32,326        28,979      92,341    83,068

Income Tax Expense                   8,381         7,812      23,940    21,536
                                   -------       -------     -------   -------
Net Earnings                        23,945        21,167      68,401    61,532

Dividends on Preferred Stock         8,168         8,168      24,504    24,504
                                   -------       -------     -------   -------
Earnings Available to 
  Common Shareholders              $15,777       $12,999     $43,897   $37,028
                                   =======       =======     =======   =======

Average Common Shares Outstanding    9,525         9,525       9,525     9,525
                                   =======       =======     =======   =======

Earnings Per Common Share          $  1.66       $  1.36     $  4.61    $ 3.89
                                   =======       =======     =======   =======

Dividends Per Common Share         $  .875       $   ---     $  1.75    $ .875
                                   =======       =======     =======   =======



See accompanying Notes to Financial Statements.
















                                        - 3 -



          PAGE 4
                        DAYTON AND MICHIGAN RAILROAD COMPANY
                               STATEMENT OF CASH FLOWS



                                                 Nine Months Ended
                                               ---------------------- 
                                                    September 30,    
                                                 1994          1993
                                               --------      --------

OPERATING ACTIVITIES

  Net Earnings                                 $ 68,401     $ 61,532
                                               --------     --------
    Cash Provided by Operating Activities        68,401       61,532
                                               --------     --------
INVESTING ACTIVITIES 
                                                                    
  Advances to CSX Transportation, Inc.          (27,228)     (28,693)
                                               --------     -------- 
    Cash Used by Investing Activities           (27,228)     (28,693)
                                               --------     -------- 
FINANCING ACTIVITIES 

  Cash Dividends Paid - Preferred               (24,504)     (24,504)
                      - Common                  (16,669)      (8,335)
                                               --------     -------- 
    Cash Used by Financing Activities           (41,173)     (32,839)
                                               --------     -------- 
CASH AND CASH EQUIVALENTS

  Change in Cash and Cash Equivalents               ---          ---

  Cash and Cash Equivalents at 
    Beginning of Period                             ---          ---
                                               --------     --------
  Cash and Cash Equivalents at
    End of Period                              $    ---     $    ---
                                               ========     ========


  See accompanying Notes to Financial Statements.













                                        - 4 -



          PAGE 5
                        DAYTON AND MICHIGAN RAILROAD COMPANY
                           STATEMENT OF FINANCIAL POSITION



                                        September 30,     December 31,
                                           1994              1993
                                        -------------     ------------

ASSETS

  Land and Improvements                 $   685,923       $   688,830

  Due from CSX Transportation, Inc.       1,079,878         1,049,743
                                        -----------       -----------
    Total Assets                        $ 1,765,801       $ 1,738,573
                                        ===========       ===========

SHAREHOLDERS' EQUITY

  Preferred Stock, Non Voting 
    Par Value $50                       $ 1,211,250       $ 1,211,250

  Common Stock, Par Value $50             2,403,309         2,403,309 

  Retained Deficit                       (1,848,758)       (1,875,986)
                                        -----------       -----------
    Total Shareholders' Equity          $ 1,765,801       $ 1,738,573 
                                        ===========       ===========



See accompanying Notes to Financial Statements.























                                        - 5 -



          PAGE 6
                        DAYTON AND MICHIGAN RAILROAD COMPANY
                            NOTES TO FINANCIAL STATEMENTS



NOTE 1.  BASIS OF PRESENTATION

          In the opinion of management, the accompanying financial statements
contain all adjustments necessary to present fairly the company's financial
position as of September 30, 1994 and December 31, 1993, and the results of
operations for the quarters and nine months ended September 30, 1994 and 1993,
and its cash flows for the nine months ended September 30, 1994 and 1993, such
adjustments being of a normal recurring nature.

          While management believes that the disclosures presented are adequate
to make the information not misleading, it is suggested that these financial
statements be read in conjunction with the financial statements and the notes
included in the company's latest Form 10-K.

NOTE 2.   FINANCIAL REPORTING PERIODS CHANGE

          Effective January 1, 1994, the company changed its fiscal financial
reporting periods from four calendar quarters to four 13-week quarters. 
Fiscal year 1994 began on January 1, 1994, and will include 52 weeks and the
four thirteen week quarters will end on April 1, July 1, September 30 and
December 30, 1994.

NOTE 3.  LEASE AGREEMENT

          The company has no operations.  Its property is leased in perpetuity
to CSX Transportation, Inc. (CSXT) and is maintained and operated by, for and
in the name of CSXT.  As rent, CSXT pays the company's income taxes,
administrative expenses, and guaranteed dividends on the company's 3-1/2%
common and 8% preferred stock on shares held by other than CSXT.  Interest
income is earned on amounts due from CSXT based on returns earned by CSX
Corporation, parent company of CSXT, on its short-term investment portfolio.

NOTE 4.  EARNINGS PER SHARE

          Earnings per common share are computed after giving effect to
preferred stock dividend requirements and are based on the weighted average
number of common shares outstanding, excluding shares held by CSXT.        

NOTE 5.  CASH AND CASH EQUIVALENTS

          All of the company's cash has been advanced to CSXT for investment
purposes.  Future cash requirements of the company will be funded by CSXT.









                                        - 6 -



          PAGE 7

                        DAYTON AND MICHIGAN RAILROAD COMPANY


PART II.  OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K

      (b)  Reports on Form 8-K

           1.  None. 




                                      SIGNATURE
                                      ---------

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



                                      DAYTON AND MICHIGAN RAILROAD COMPANY
                                      (Registrant)



                                      /s/ GREGORY R. WEBER
                                      ------------------------------------
                                      Gregory R. Weber
                                      (Principal Accounting Officer)

Dated:  October 28, 1994





















                                     - 7 -


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
EPS is computed after dividends on preferred stock of $24,504.  Earnings
available to common shareholders is $43,897.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         685,923
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,765,801
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                     2,403,309
                                0
                                  1,211,250
<OTHER-SE>                                 (1,848,758)
<TOTAL-LIABILITY-AND-EQUITY>                 1,765,801
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 92,341
<INCOME-TAX>                                    23,940
<INCOME-CONTINUING>                             68,401
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    68,401
<EPS-PRIMARY>                                     4.61
<EPS-DILUTED>                                        0
        

</TABLE>


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