SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Delaware Otsego Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
246244 10 7
(CUSIP Number)
Alan A. Rudnick
Vice President-General Counsel
and Corporate Secretary
CSX Corporation
901 East Cary Street
Richmond, Virginia 23219
(804) 782-1400
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
July 29, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement. [ ]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page. <PAGE>
(continued on following page(s))
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 246244 10 7
1. Name of Reporting Persons CSX Corporation
S.S. or I.R.S Identification Nos. Of Above Persons 62-1051971
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Person With
7. Sole Voting Power 0
8. Shared Voting Power 110,250
9. Sole Dispositive Power 0
10. Shared Dispositive Power 110,250
11. Aggregate Amount Beneficially Owned by Each Reporting 110,250
Person
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 6.0%
14. Type of Reporting Person CO
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Cusip No. 246244 10 7
1. Name of Reporting Persons CSX Transportation, Inc.
S.S. or I.R.S Identification Nos. Of Above Persons 54-6000720
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Person With
7. Sole Voting Power 0
8. Shared Voting Power 110,250
9. Sole Dispositive Power 0
10. Shared Dispositive Power 110,250
11. Aggregate Amount Beneficially Owned by each Reporting 110,250
Person
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 6.0%
14. Type of Reporting Person CO
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This Amendment No. 1 to Schedule 13D, originally
filed February 12, 1996 (the "Schedule 13D") by (i) CSX
Corporation, a Virginia Corporation ("CSX"), which has its
principal executive offices at 901 East Cary Street, Richmond,
Virginia 23219, and (ii) CSX Transportation, Inc., a Virginia
Corporation ("CSTX"), which has its principal executive offices
at 500 Water Street, Jacksonville, Florida 32203, relates to
the common stock of Delaware Otsego Corporation (the
"Company"), whose principal executive offices are at 1 Railroad
Avenue, Cooperstown, New York 13326. Unless otherwise
indicated all capitalized terms used herein shall have the same
meanings as set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby amended by the
addition of the following:
10,250 shares of Common Stock were distributed to
CSXT, as stockholder of record, as a stock dividend in respect
of the 100,000 Shares held by CSXT.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended by the
addition of the following:
In connection with the acquisition of Conrail Inc. by
CSX and Norfolk Southern Corporation ("NSC"), CSX from time to
time has and continues to evaluate the possibility of
participating with others, consistent with regulatory
requirements, in the acquisition of the Company and/or certain
or all of its assets. In this regard, CSX from time to time
has held discussions, and expects to continue to hold
discussions, respecting such a transaction with other parties
interested in participating in such a transaction, including
NSC and certain members of the Company's management.
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SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: July 29, 1997
CSX CORPORATION
By: /s/ Mark G. Aron
Mark G. Aron
Executive Vice President -
Law and Public Affairs
CSX TRANSPORTATION, INC.
By: /s/ William M. Hart
William M. Hart
Vice President -
Corridor Development
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