<PAGE>
Filed Pursuant to Rule 424(B3)
Registration No. 333-68885
Supplement To Prospectus Supplement Dated May 7, 1999
And Prospectus Dated January 5, 1999
U.S. $250,000,000
MEDIUM-TERM NOTES, SERIES C
DUE 9 MONTHS OR LONGER FROM DATE OF ISSUE
--------------
This supplement sets forth certain changes to the text of the prospectus
supplement dated May 7, 1999. Capitalized terms have the meanings given to
them in that prospectus supplement.
The referenced portions of the prospectus supplement dated May 7, 1999 are
hereby amended as indicated below.
Front cover page and back cover page "U.S. $400,000,000" should be deleted
in each place it appears and "U.S. $250,000,000" should be substituted in lieu
thereof.
Front cover page, table and related footnotes are amended to read, in their
entirety, as follows.
<TABLE>
<CAPTION>
Per Note Total
---------------- --------------------------
<S> <C> <C>
Price to Public (1)..... 100% $250,000,000
Agents' Discounts and
Commissions............ .125%--.750% (2) $312,500--$1,875,000
Proceeds to CSX (before
expenses).............. 99.875%--99.250% $249,687,500--$248,125,000
</TABLE>
(1) Or the equivalent thereof in one or more foreign or composite currencies.
(2) Or as agreed, in the case of Notes with a maturity of more than 30 years.
Page S-6, first paragraph under the heading Description of Notes--General,
second, third and fourth sentences of the paragraph are amended to read, in
their entirety, as follows:
The Series C Notes constitute a single series for purposes of the Indenture
and are currently limited to an aggregate initial offering price of up to
$1,000,000,000. As of the date hereof, we have issued $750,000,000 aggregate
initial offering price of the Series C Notes. As a result, the Notes offered
hereby are currently limited to an aggregate initial offering price of up to
$250,000,000 (including, in the case of Foreign Currency Notes (as defined
herein), the equivalent thereof at the Market Exchange Rate on the applicable
trade dates, in a Specified Currency (as defined herein)).
Page S-7, carry-over of first paragraph under the heading Description of
Notes--General, ninth sentence of the paragraph is amended to read, in its
entirety, as follows:
CSX may, from time to time, without the consent of the Holders of Notes,
provide for issuance of Notes or other Debt Securities under the Indenture in
addition to the U.S. $250,000,000 aggregate initial offering price of Notes
offered hereby.
Banc of America Securities LLC
Chase Securities Inc.
Credit Suisse First Boston
Goldman, Sachs & Co.
Lehman Brothers
Merrill Lynch & Co.
Morgan Stanley Dean Witter
Salomon Smith Barney
This supplement is dated August 10, 1999
