S-8 POS

         PAGE 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1994
                                           REGISTRATION NO. 33-27338



                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



                               POST-EFFECTIVE
                               AMENDMENT NO. 1
                                     TO
                                  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)


                       AMERICAN COMMERCIAL LINES, INC.
                                 THRIFT PLAN
                          (Full title of the Plan)


                            PETER J. SHUDTZ, ESQ.
                               GENERAL COUNSEL
                               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)






                                    II-1



         PAGE 2


         On March 16, 1990, CSX Corporation (the "Company") filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 33-27338) registering 360,000 shares of the Company's Common
Stock, par value $1.00 per share (the "Common Stock"), to be issued pursuant
to the Company's American Commercial Lines, Inc. Thrift Plan (the "Plan").

         On December 31, 1993, the Plan was merged into the Tax Savings Thrift
Plan for Employees of CSX Corporation and Affiliated Companies.  At the time
of the merger, a total of 145,231 shares of the Common Stock remained eligible
for issuance pursuant to the Plan.  As a result of the merger of the Plan, the
Company hereby amends the above-referenced Registration Statement to remove
from registration the 145,231 shares of Common Stock remaining unissued.










































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         PAGE 3

                                 SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond and
Commonwealth of Virginia, on December 22, 1994.

                                   CSX CORPORATION

                                   /s/ GREGORY R. WEBER
                                   ----------------------------------------
                                   Gregory R. Weber
                                   Vice President, Controller and Treasurer








































                                    II-3

EX-24

       PAGE 1       
                                                                        EX-24


                        POWER OF ATTORNEY


       KNOW ALL MEN BY THESE PRESENTS that each of the undersigned members
of the committee of the American Commercial Lines, Inc. Thrift Plan, which is
to file with the Securities and Exchange Commission, Washington, D.C., a Form
S-8 under the Securities Exchange Act of 1934, hereby constitutes and appoints
Gregory R. Weber his true and lawful attorney-in-fact and agent, for him and
in his name, place and stead to sign said Form S-8, and any and all amendments
thereto, with power where appropriate to file said Form S-8, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorney-in-fact and agent full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or either of them, may lawfully do
or cause to be done by virtue hereof.

       IN WITNESS WHEREOF, the undersigned have hereunto set their hands
this 19th day of December, 1994.




/s/ E. W. HERDE
- ---------------------------       
E. W. Herde



/s/ L. J. WEAS
- ---------------------------
L. J. Weas



/s/ C. R. WHITLATCH
- ---------------------------
C. R. Whitlatch



/s/ J. J. WOLFF
- ---------------------------
J. J. Wolff








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