PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1997
Commission file number 1-8022
CSX CORPORATION
CAPITAL BUILDER PLAN
CSX CORPORATION
A Virginia Corporation
IRS Employer Identification Number 62-1051971
One James Center
901 East Cary Street
Richmond, Virginia 23219
Telephone (804) 782-1400
-1-
<PAGE>
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CSX CORPORATION
CAPITAL BUILDER PLAN
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements Page No.
Report of Independent Auditors 3
Statement of Net Assets Available for Plan Benefits
- September 30, 1997 4
Statement of Net Assets Available for Plan Benefits
- September 30, 1996 5
Statement of Changes in Net Assets Available for Plan
Benefits - Fiscal Year Ended September 30, 1997 6
Statement of Changes in Net Assets Available for Plan
Benefits - Fiscal Year Ended September 30, 1996 7
Notes to Financial Statements 8-12
Supplemental Schedules
Schedule of Assets Held for Investment Purposes
- September 30, 1997 14
Schedule of Reportable Transactions 15
Signature 16
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PAGE 3
REPORT OF INDEPENDENT AUDITORS
The Pension Committee
CSX Corporation Capital Builder Plan
CSX Corporation
Richmond, Virginia
We have audited the accompanying statements of net assets available
for plan benefits of the CSX Corporation Capital Builder Plan ("Plan") as of
September 30, 1997 and 1996, and the related statements of changes in net assets
available for plan benefits for the fiscal years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of
the Plan at September 30, 1997 and 1996, and the changes in its net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes as of September 30, 1997 and reportable
transactions for the fiscal year then ended, are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Jacksonville, Florida
March 23, 1998
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<TABLE>
CSX CORPORATION
CAPITAL BUILDER PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
SEPTEMBER 30, 1997
(Dollars in Thousands)
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------ -----------
S & P CSX
Guaranteed 500 Aggressive CSX ESOP
Interest Index Growth Stock Stock
Fund Fund Fund Fund Fund Total
----------------------------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
Common Stock of CSX
Corporation $ - $ - $ - $52,173 $202,319 $254,492
Collective Trust
Fund 17,073 - - - - 17,073
Mutual Funds - 26,074 14,396 - - 40,470
Cash and Cash
Equivalents - 5 (33) 483 4 459
---------- -------- ---------- --------- ----------- ---------
17,073 26,079 14,363 52,656 202,323 312,494
Accrued Investment
Income - 1 - 1 3 5
---------- -------- ---------- --------- ----------- ---------
TOTAL ASSETS 17,073 26,080 14,363 52,657 202,326 312,499
---------- -------- ---------- --------- ----------- ---------
LIABILITIES
Due to Brokers for
Securities - - - 346 1,024 1,370
Purchased
Accrued Expenses 9 15 8 28 102 162
---------- -------- ---------- --------- ----------- ---------
TOTAL LIABILITIES 9 15 8 374 1,126 1,532
---------- -------- ---------- --------- ----------- ---------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $17,064 $26,065 $14,355 $52,283 $201,200 $310,967
========== ======== ========== ========= =========== =========
</TABLE>
See Notes to Financial Statements.
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<TABLE>
CSX CORPORATION
CAPITAL BUILDER PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
SEPTEMBER 30, 1996
(Dollars in Thousands)
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------- ------------
S & P CSX
Guaranteed 500 Aggressive CSX ESOP
Interest Index Growth Stock Stock
Fund Fund Fund Fund Fund Total
------------------------------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
Common Stock of
CSX Corporation $ - $ - $ - $40,210 $170,106 $210,316
Collective
Trust 15,463 - - - - 15,463
Fund
Mutual Funds - 14,991 9,310 - - 24,301
Cash and Cash
Equivalents 73 3 2 182 305 565
---------- --------- ---------- --------- ------------ ---------
15,536 14,994 9,312 40,392 170,411 250,645
Accrued Investment
Income - - - 1 3 4
---------- --------- ---------- --------- ------------ ---------
TOTAL ASSETS 15,536 14,994 9,312 40,393 170,414 250,649
---------- --------- ---------- --------- ------------ ---------
LIABILITIES
Due to Brokers for
Securities
Purchased - - - 176 - 176
Accrued Expenses 24 10 7 24 88 153
---------- --------- ---------- --------- ------------ ---------
TOTAL LIABILITIES 24 10 7 200 88 329
---------- --------- ---------- --------- ------------ ---------
NET ASSETS
AVAILABLE FOR PLAN $15,512 $14,984 $9,305 $40,193 $170,326 $250,320
BENEFITS
========== ========= ========== ========= ============ =========
</TABLE>
See Notes to Financial Statements.
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<TABLE>
CSX CORPORATION
CAPITAL BUILDER PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FISCAL YEAR ENDED SEPTEMBER 30, 1997
(Dollars in Thousands)
<CAPTION>
Non-Participant
Participant Directed Directed
----------------------------------------------- -----------
S & P CSX
Guaranteed 500 Aggressive CSX ESOP
Interest Index Growth Stock Stock
Fund Fund Fund Fund Fund Total
----------------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Dividends and Interest $ 1,007 $ 381 $ 78 $ 888 $ 3,524 $ 5,878
Employer Contributions 193 143 50 719 6,403 7,508
Participant 1,737 4,076 1,870 4,802 - 12,485
Contributions
Net Realized and
Unrealized Appreciation
in Fair Value of
Investments - 6,501 3,560 7,216 27,232 44,509
---------- ------- ----------- -------- ----------- --------
2,937 11,101 5,558 13,625 37,159 70,380
DEDUCTIONS
Distributions to
Participants 829 483 243 1,706 6,007 9,268
Fees and Expenses 62 35 18 72 278 465
---------- ------- ----------- -------- ----------- --------
891 518 261 1,778 6,285 9,733
INTERFUND TRANSFERS (494) 498 (247) 243 - -
---------- ------- ----------- -------- ----------- --------
NET INCREASE IN NET 1,552 11,081 5,050 12,090 30,874 60,647
ASSETS
Net Assets Available for
Plan Benefits at
Beginning of Year 15,512 14,984 9,305 40,193 170,326 250,320
---------- ------- ----------- -------- ----------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT
END OF YEAR $17,064 $26,065 $14,355 $52,283 $201,200 $310,967
========== ======= =========== ======== =========== ========
</TABLE>
See Notes to Financial Statements.
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PAGE 7
<TABLE>
CSX CORPORATION
CAPITAL BUILDER PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FISCAL YEAR ENDED SEPTEMBER 30, 1996
(Dollars in Thousands)
<CAPTION>
Non-Participant
Participant Directed Directed
----------------------------------------------- ------------
S & P CSX
Guaranteed 500 Aggressive CSX ESOP
Interest Index Growth Stock Stock
Fund Fund Fund Fund Fund Total
----------------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Dividends and Interest $ 947 $ 248 $ 52 $ 779 $ 3,324 $ 5,350
Employer Contributions 231 118 50 650 11,844 12,893
Participant 1,763 2,429 1,418 3,750 --- 9,360
Contributions
Net Realized and
Unrealized Appreciation
in Fair Value of
Investments --- 1,985 1,011 6,216 26,991 36,203
---------- --------- ---------- -------- ------------ ---------
2,941 4,780 2,531 11,395 42,159 63,806
DEDUCTIONS
Distributions to
Participants 515 297 215 1,197 4,232 6,456
Fees and Expenses 82 25 16 65 259 447
---------- --------- ---------- -------- ------------ ---------
597 322 231 1,262 4,491 6,903
INTERFUND TRANSFERS (1,163) 760 (559) 962 --- ---
---------- --------- ---------- -------- ------------ ---------
NET INCREASE IN NET 1,181 5,218 1,741 11,095 37,668 56,903
ASSETS
Net Assets Available for
Plan Benefits at
Beginning of Year 14,331 9,766 7,564 29,098 132,658 193,417
---------- --------- ---------- -------- ------------ ---------
NET ASSETS AVAILABLE
FOR
PLAN BENEFITS AT $15,512 $14,984 $9,305 $40,193 $170,326 $250,320
END OF YEAR
========== ========= ========== ======== ============ =========
</TABLE>
See Notes to Financial Statements.
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<PAGE>
PAGE 8
CSX CORPORATION
CAPITAL BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(Dollars in Thousands)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the CSX Corporation Capital Builder Plan ("the Plan")
are maintained on the accrual basis. All securities transactions of the Plan are
recorded as of the trade date.
Investments in CSX Corporation ("CSX") common stock and mutual funds are
presented at fair value. Fair value is based upon the last reported sales price
on the last business day of the Plan year. Collective trust fund participation
units are carried at cost plus accrued interest as determined by the fund
manager, which is contract value. Contract value approximates fair value.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, income, expenses, and other
additions to and deductions from net assets. Actual results may differ from
those estimates.
Certain amounts have been reclassified from the 1996 financial statements to be
consistent with the presentation in the 1997 financial statements.
NOTE 2. DESCRIPTION OF THE PLAN
A complete description of Plan provisions including those relating to
contributions, vesting, withdrawals and distributions is contained in the
Summary Plan Description and the Plan document. The prospectus relating to the
Plan, which includes the Summary Plan Description, was filed with the Securities
and Exchange Commission on June 9, 1989. Copies of these documents are available
from the CSX Benefits Department. The following summary should be read in
conjunction with the aforementioned documents.
General: The Plan is a defined contribution plan subject to the provisions of
- -------
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The
Plan was established effective August 1, 1989 and qualifies as a "cash or
deferred" arrangement under Section 401(k) of the Internal Revenue Code of 1986,
as amended ("IRC"), as a combination profit sharing and stock bonus plan. Plan
participation is limited to certain union employees of CSX and affiliated
companies (the "Employer").
Under the stock bonus portion of the Plan ("ESOP"), CSX contributes a specified
number of shares of CSX common stock on an annual basis to the accounts of
participants who have met service requirements for the preceding calendar year
and remain employed on specified dates as defined in the applicable Summary Plan
Description. These shares may be purchased throughout the year and are
classified as "unallocated" shares until credited to the participants' accounts.
The CSX ESOP Stock Fund held 155,447 shares valued at $9,094 and 220,797 shares
valued at $11,150 representing unallocated shares at September 30, 1997 and
1996, respectively.
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<PAGE>
PAGE 9
CSX CORPORATION
CAPITAL BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(Dollars in Thousands)
NOTE 2. DESCRIPTION OF THE PLAN, Continued
Investment Alternatives: Participant contributions may be invested in one or
- ------------------------
more of the following investment funds: (1) the Guaranteed Interest Fund,
consisting of a collective trust fund that primarily invests in synthetic
guaranteed investment contracts; (2) the S&P 500 Index Fund, consisting of a
mutual fund that invests in common stocks selected primarily to duplicate the
performance of the stock market as a whole; (3) the Aggressive Growth Fund,
consisting of a mutual fund that invests in various securities selected
primarily for capital growth potential; and (4) the CSX Stock Fund, consisting
of investments in CSX common stock.
Amounts allocated to any of these funds may be temporarily retained as cash or
invested in cash equivalents to facilitate the investment or reinvestment of
Plan assets and the distribution of account balances to participants.
Participant Contributions: A participant may contribute from 1% to 15% of his or
- -------------------------
her annual compensation, in 1% multiples, to the Plan. In addition, the Plan
permits certain eligible participants to contribute other compensatory awards to
the Plan. All participant contributions may be made on a before- or after-tax
basis within the limits imposed by the Internal Revenue Code and may be invested
in any combination of the four investment alternatives. Investment direction may
be revised by participants as often as four times per year.
Employer Contributions: Contributions to the profit sharing and stock bonus
- -----------------------
portion of the Plan are made by the Employer in the number of shares of CSX
common stock at least equal to the Company Stock Multiple (as defined in the
Summary Plan Description) applicable to the participating group or an amount of
cash which would permit the acquisition of that number of shares on the open
market at the then available market prices. Such employer contributions, if
applicable, are funded as defined by the Summary Plan Description each calendar
year.
The Plan also provides for Employer matching contributions for certain eligible
employees in an amount equal to the lesser of 50% of those participants' capital
savings contributions or 3% of their annual base compensation. All employer
matching contributions are invested in CSX common stock, with the exception of
certain eligible employees who may direct up to 50% of the company contribution
in 25% multiples in any of the four investment funds.
Vesting, Withdrawals, Distributions and Forfeitures: Participants are
- -----------------------------------------------------------
immediately vested in their voluntary contributions plus actual earnings
thereon. Vesting in the remainder of their accounts is based on years of
service. A participant is 100% vested after five years of credited service, or
upon death, disability or retirement. Withdrawals and distributions are
controlled in accordance with the provisions of the Plan. Amounts not fully
vested at the time of withdrawal are redistributed to the individual participant
accounts of those participants remaining in the Plan.
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<PAGE>
PAGE 10
CSX CORPORATION
CAPITAL BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(Dollars in Thousands)
NOTE 2. DESCRIPTION OF THE PLAN, Continued
Participant Accounts: Each participant's account is credited with the
- ----------------------
participant's contributions, the appropriate portion of the Employer's
contribution and an allocation of Plan earnings and forfeitures of terminated
participants' nonvested accounts. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
Plan Termination: Although it has not expressed any intent to do so, the
- -----------------
Employer has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100% vested in their accounts.
Administrative Expenses: The administrative expenses of the Plan are payable by
- ------------------------
CSX or from Plan funds as the Plan Administrative Committee from time to time
directs. CSX paid a portion of the administrative expenses of the Plan in 1997
and 1996.
NOTE 3. INVESTMENTS
The Plan's investments are held by a bank administered trust fund. These
investments are more fully described below:
Collective Trust Fund: Substantially all of the assets held in the Guaranteed
- ----------------------
Interest Fund as of September 30, 1997 are invested in the American Express
Stable Capital II Fund, which primarily invests in synthetic guaranteed
investment contracts. Substantially all of the assets held in the Guaranteed
Interest Fund as of September 30, 1996 were invested in the American Express
Trust Collective Income Fund, which primarily invests in guaranteed investment
contracts with insurance companies. Both funds are managed by American Express
Financial Services.
Mutual Funds: Substantially all of the assets held in the S&P 500 Index Fund as
- ------------
of September 30, 1997 are invested in the Vanguard Institutional Index Trust
Fund, a mutual fund. Substantially all of the assets held in the S & P 500 Index
Fund as of September 30, 1996 were invested in the Vanguard Index Trust-500
Portfolio, a mutual fund. Both funds are managed by the Vanguard Group.
Aggressive Growth Fund: Substantially all of the assets held in the Aggressive
- -----------------------
Growth Fund as of September 30, 1997 and 1996 are invested in Twentieth Century
Select Fund, a mutual fund managed by Twentieth Century Investors, Inc.
CSX Stock Fund and CSX ESOP Stock Fund: Substantially all of the assets held in
- --------------------------------------
these funds as of September 30, 1997 and 1996 are invested in CSX common stock.
- 10 -
<PAGE>
PAGE 11
CSX CORPORATION
CAPITAL BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(Dollars in Thousands)
NOTE 4. INCOME TAX STATUS
The Internal Revenue Service ruled on March 7, 1996, that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The CSX Administrative Committee is not aware of any
course of action or series of events that have occurred that might adversely
affect the Plan's qualified status. No provision for income taxes has been
included in the Plan's financial statements.
NOTE 5. RELATED PARTY TRANSACTIONS
CSX and its subsidiaries provide the Plan with certain management and accounting
services. During fiscal years 1997 and 1996, the Plan reimbursed CSX and its
subsidiaries $62 and $59, respectively, for these services which are considered
reasonable and customary expenses of the Plan. During fiscal years 1997 and
1996, the Plan received $4,386 and $4,075, respectively, representing cash
dividends from CSX common stock.
The trustee, The Northern Trust Company, invests Plan assets in the Collective
Short-Term Investment Fund of The Northern Trust Company. For the fiscal year
ended September 30, 1997, transactions involving this account included 484
purchases at a total cost of $24,186 and 246 sales with a fair value of $23,091.
For the fiscal year ended September 30, 1996 transactions involving this account
included 466 purchases at a total cost of $20,416 and 264 sales with a fair
value of $20,510.
NOTE 6. COMPARISON TO FORM 5500
Form 5500 requires the recording of a liability for participant distributions
processed prior to year-end but not yet paid. In financial statements prepared
in accordance with generally accepted accounting principles, such amounts remain
net assets available for plan benefits until paid.
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
September 30, 1997
-------------------------
Net assets available for plan benefits per the
financial statements $310,967
Distributions due but unpaid -
-------------------------
Net assets available for plan benefits per the
Form 5500 $310,967
=========================
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PAGE 12
CSX CORPORATION
CAPITAL BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(Dollars in Thousands)
NOTE 6. COMPARISON TO FORM 5500, Continued
The following is a reconciliation of distributions made by participants per the
financial statements to the Form 5500:
Fiscal Year Ended
September 30, 1997
-----------------------
Distributions to participants per the
financial statements $9,268
Add: Distributions due but unpaid
at September 30, 1997 -
Less: Distributions due but unpaid
at September 30, 1996 (2,015)
-----------------------
Distributions to participants per the
Form 5500 $7,253
=======================
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PAGE 13
SUPPLEMENTAL SCHEDULES
- 13 -
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<TABLE>
CSX CORPORATION SCHEDULE 27a
CAPITAL BUILDER PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1997
(Dollars in Thousands)
<CAPTION>
Current
Issuer Description of Investment Cost Value
- ---------------------------------- ---------------------------- ------------- ---------
<S> <S> <C> <C>
Common Stock
*CSX Corporation 4,350,286 shares $149,240 $254,492
Collective Trust Fund
American Express Stable Capital
II 1,359,993 shares 16,464 17,073
Fund
Mutual Funds
Vanguard Instl Index Trust 295,393 shares 21,475 26,074
Twentieth Century Select Fund 288,955 shares 11,270 14,396
Cash and Cash Equivalents
* Collective Short-Term
Investment 459,000 shares 459 459
Fund of the Northern Trust
Company
------------- ---------
TOTAL $198,908 $312,494
============= =========
</TABLE>
* Parties-in-Interest.
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<TABLE>
CSX CORPORATION SCHEDULE 27d
CAPITAL BUILDER PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FISCAL YEAR ENDED SEPTEMBER 30, 1997
(Dollars in Thousands)
<CAPTION>
Purchases Sales
------------------ -------------------------------------------
Value of
Assets
Sold on Cost Net
Transaction of Gain
Description of Asset Number Cost Number Date Asset (Loss)
- ---------------------------- ------- -------- ------- ------------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
Category (i) - individual transactions in excess of 5% of plan assets
- -------------------------------------------------------------------------------------------------
Vanguard Instl Index Fund 1 $19,417 - $ - $ - $ -
Vanguard Index Trust-500
Portfolio - - 1 19,477 13,701 5,776
American Express Stable
Capital II Fund 1 16,250 - - - -
American Express Trust
Collective Income Fund - - 1 16,250 14,256 1,994
Category (iii) - series of securities transactions in excess of 5% of plan assets
- -------------------------------------------------------------------------------------------------
CSX Corporation Common 73 18,034 36 7,144 4,641 2,503
Stock
Vanguard Instl Index Fund 21 21,475 - - - -
Vanguard Index Trust -
500 Portfolio - - 8 19,899 13,985 5,914
American Express Stable 12 16,788 - - - -
Capital II Fund
American Express Trust
Collective Income Fund - - 16 17,652 15,510 2,142
Collective Short-Term
Investment Fund of the
Northern Trust Company 484 24,186 246 23,091 23,091 -
</TABLE>
There were no category (ii) or (iv) reportable transactions during the fiscal
year ended September 30, 1997.
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PAGE 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
CSX CORPORATION CAPITAL BUILDER PLAN
By: /s/ JAMES L. ROSS
-------------------------------------
James L. Ross
Vice President and Controller
CSX Corporation
(Plan Sponsor)
Date: March 26, 1998
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CONSENT OF INDEPENDENT AUDITORS
PAGE 1
EXHIBIT 23
Consent of Ernst & Young LLP, Independent Auditors
--------------------------------------------------
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-29136) pertaining to the CSX Corporation Capital
Builder Plan of our report dated March 23, 1998, with respect to the financial
statements and schedules of the CSX Corporation Capital Builder Plan included in
this Annual Report (Form 11-K) for the fiscal year ended September 30, 1997.
/s/ ERNST & YOUNG LLP
------------------------------------
Ernst & Young LLP
Jacksonville, Florida
March 23, 1998
- I-1 -
