S-8 POS

As filed with the Securities and Exchange Commission on November 15, 2002

Registration No. 333-73427

UNITED STATES

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 of incorporation or organization)	(I.R.S. Employer Identification No.)

One James Center

901 East Cary Street

Richmond, Virginia 23219

(Address, including zip code, of registrant’s Principal Executive Offices)

CSX Corporation Employees’ Stock Purchase and Dividend

Reinvestment Plan (5% Plan)

(Full title of the plan)

Stephen R. Larson, Esq.

Vice President-General Counsel

and Corporate Secretary

CSX Corporation

One James Center

901 East Cary Street

Richmond, Virginia 23219

(804) 783-1400

(Name, address and telephone number, including area code, of agent for service)

Pursuant to Registration Statement No. 333-73427 on Form S-8, CSX Corporation, a Virginia corporation (the “Company”), registered 1,000,000 shares of the Company’s Common Stock, par value $1.00 per share (including the related rights to purchase the Company’s Series B Preferred Stock “Plan Common Stock”), to be offered and sold pursuant to the CSX Corporation Employees’ Stock Purchase and Dividend Reinvestment Plan (the “Plan”).

The Company hereby de-registers all unsold shares of Plan Common Stock.

Item 8.    Exhibits

Exhibit	Description
24.1	Power of Attorney of Certain Officers and Directors of CSX Corporation

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on November 15, 2002.

CSX CORPORATION
By:	/s/ DAVID A. BOOR
	David A. Boor Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment has been signed below by the following persons in the capacities indicated on November 15, 2002.

Signature	Title
/s/ JOHN W. SNOW* John W. Snow	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/s/ MICHAEL J. WARD* Michael J. Ward	President and Director
/s/ PAUL R. GOODWIN* Paul R. Goodwin	Vice Chairman and Chief Financial Officer (Principal Financial Officer)
/s/ CAROLYN T. SIZEMORE* Carolyn T. Sizemore	Vice President and Controller (Principal Accounting Officer)
/s/ ELIZABETH E. BAILEY* Elizabeth E. Bailey	Director
/s/ ROBERT L. BURRUS, JR.* Robert L. Burrus, Jr.	Director

3

/s/ BRUCE C. GOTTWALD* Bruce C. Gottwald	Director
/s/ JOHN R. HALL* John R. Hall	Director
/s/ EDWARD J. KELLY, III* Edward J. Kelly, III	Director
/s/ ROBERT D. KUNISCH* Robert D. Kunisch	Director
/s/ JAMES W. MCGLOTHLIN* James W. McGlothlin	Director
/s/ SOUTHWOOD J. MORCOTT* Southwood J. Morcott	Director
/s/ CHARLES E. RICE* Charles E. Rice	Director
/s/ WILLIAM C. RICHARDSON* William C. Richardson	Director
/s/ FRANK S. ROYAL* Frank S. Royal	Director

By:	/s/ DAVID A. BOOR
	David A. Boor Attorney-in-Fact

4

EXHIBIT LIST

Exhibit	Description
24.1	Powerof Attorney of Certain Officers and Directors of CSX Corporation

5

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of CSX CORPORATION, a Virginia corporation (the “Corporation”), hereby constitutes and appoints Ellen M. Fitzsimmons, Stephen R. Larson and David A. Boor, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file a post-effective amendment to the Corporation’s Registration Statement on Form S-8 (Registration No. 333-73427) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, for the purpose of de-registering all unsold shares of the Corporation’s Common Stock, par value $1.00 per share (including the related rights to purchase CSX Corporation Series B Preferred Stock), and all unsold plan interests, if any, originally registered with the Commission for offer and sale pursuant to the CSX Corporation Employees’ Stock Purchase and Dividend Reinvestment Plan, with power to sign and file any additional post-effective amendments to the Registration Statement, with all exhibits thereto and any and all other documents in connection therewith, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes or his substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 10th day of September, 2002.

/S/ JOHN W. SNOW        John W. Snow	/S/ JOHN R. HALL          John R. Hall
/s/ MICHAEL J. WARD        Michael J. Ward	/s/ EDWARD J. KELLY, III          Edward J. Kelly, III
/S/ PAUL R. GOODWIN        Paul R. Goodwin	/S/ ROBERT D. KUNISH          Robert D. Kunish
/S/ CAROLYN T. SIZEMORE        Carolyn T. Sizemore	/S/ JAMES W. MCGLOTHLIN          James W. McGlothlin
/s/ ELIZABETH E. BAILEY         Elizabeth E. Bailey	/S/ SOUTHWOOD J. MORCOTT        Southwood J. Morcott
/S/ ROBERT L. BURRUS, JR.          Robert L. Burrus, Jr.	/S/ CHARLES E. RICE         Charles E. Rice
/S/ BRUCE C. GOTTWALD         Bruce C. Gottwald	/S/ WILLIAM C. RICHARDSON          William C. Richardson
	/s/ FRANK S. ROYAL, M.D.         Frank S. Royal, M.D.