As filed with the Securities and Exchange Commission on March 8, 2000
Registration Statement No. 33-____________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------

CSX CORPORATION
(Exact name of Registrant as specified in its Charter)

Virginia 62-1051971
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 782-1400
(Address of principal executive office, including zip code)

THE GREENBRIER SAVINGS AND INVESTMENT
PLAN AND TRUST
(Full title of the Plan)
--------------------

Alan A. Rudnick, Esq.
Vice President-General Counsel and Corporate Secretary
CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 782-1400
(Name, address and telephone number including, area code, of agent for service)

CALCULATION OF REGISTRATION FEE
============================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price aggregate Amount of
to be registered registered per share offering price registration fee
- --------------------------------------------------------------------------------------------

Common Stock, $1.00 par 50,000 shares _______ ________ _________ (2)
value (1)

Rights to Purchase
Series B Junior _______
Participating Preferred
Stock, no par value (3)

- --------------------------------------------------------------------------------------------

============================================================================================

(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the
"Securities Act"), also covers additional securities that may be offered as a
result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act based on the average of the
high and low prices for the Common Stock reported in the consolidated reporting
system of the New York Stock Exchange on _______ __, 2000.
(3) The Rights are to be attached to and trade with the shares of the
Company's Common Stock. Value attributable to the Rights, if any, will be
reflected in the market price of the Company's Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not required to be filed with the Securities and Exchange Commission
(the "Commission").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by CSX Corporation (the "Company") with
the Commission are incorporated herein by reference and made a part hereof: (i)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-8022); (ii) the description of the Company's Common Stock (the
"Common Stock") contained in the Company's registration statement on Form 8-B
filed on September 25, 1980 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description; and (iii) the description of the Rights
contained in the Company's Registration Statement on Form 8-A filed with the
Commission on May 29, 1998 under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

In addition to the foregoing, all documents filed by (i) the Company or (ii) the
Greenbrier Savings and Investment Plan and Trust (the "Plan") pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Ellen M. Fitzsimmons, General Counsel-Corporate of the Company, has
passed upon the validity of the Common Stock being registered under this
Registration Statement. Ms. Fitzsimmons is paid a salary by the Company, is a
participant in various employee benefit plans offered to employees of the
Company generally, and owns 4,055 shares of Common Stock and has options to
purchase 14,666 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.

Article VII of the Company's Amended and Restated Articles of
Incorporation provides for mandatory indemnification of any director or officer
of the Company who is, was or is threatened to be made a party to any proceeding
(including any proceeding by or on behalf of the Company) by reason of the fact
that he or she is or was a director or officer of the Company against all
liabilities and reasonable expenses incurred in the proceeding, except such
liabilities and expenses incurred because of such director's or officer's
willful misconduct or knowing violation of the criminal law.

The Company's Amended and Restated Articles of Incorporation also
provide that in every instance permitted under Virginia corporate law in effect
from time to time, the liability of a director or officer of the Company to the
Company or its shareholders arising out of a single transaction, occurrence or
course of conduct shall be limited to one dollar.

The Company maintains standard policies of officers' and directors'
liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit No.

4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3 to the Company's Form 10-K
(File No. 1-8022) dated February 15, 1991).

4.2 By-Laws of the Company, as amended (incorporated by reference to Exhibit
3.2 of the Company's Form 10-K (File No. 1-8022) for the fiscal year
ended December 31, 1999.)

4.3 Rights Agreement, dated as of May 29, 1998, between CSX and Harris Trust
Company of New York, as Rights Agent (incorporated by reference to
Exhibit 99.1 to the Company's Registration on Form 8-A (File No. 1-8022)
filed May 29, 1998).

4.4 The Greenbrier Savings and Investment Plan and Trust.

4.5 The Greenbrier Savings and Investment Plan and Trust
Trust Agreement.

5 Opinion and Consent of Ellen M. Fitzsimmons, General Counsel-Corporate
of the Company, as to the validity of the Common Stock offered
hereunder.

23.1 Consent of Ellen M. Fitzsimmons, General Counsel-Corporate of the
Company (included in the opinion filed as Exhibit 5 hereto).

23.2 Consent of Ernst & Young LLP, Independent Auditors.

23.3 Consent of Ernst & Young LLP and KPMG LLP, Independent Auditors.

23.4 Consent of PricewaterhouseCoopers LLP, Independent Accountants.

24 Power of Attorney.

ITEM 9. UNDERTAKINGS

(a) The Company hereby undertakes:

1. To file, during any period in which offers or sales
are made, a post-effective amendment to this
Registration Statement;

(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this Registration Statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in this Registration Statement or any material
change in such information in this Registration
Statement;

2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
---- ----

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

THE COMPANY

Pursuant to the requirements of the Securities Act, the Company
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Virginia, on this 8th day of March, 2000.

CSX CORPORATION
(Registrant)

By: /s/ Gregory R. Weber
----------------------------
Gregory R. Weber
Vice President and Treasurer

Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 8th day of March, 2000.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the each of the undersigned
officers and directors of CSX CORPORATION, a Virginia corporation (the
"Corporation"), hereby constitutes and appoints Ellen M. Fitzsimmons, Alan A.
Rudnick, Peter J. Shudtz and Gregory R. Weber, 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 registration
statement with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), registering
securities of the Corporation which may be issued pursuant to The Greenbrier
Savings and Investment Plan and Trust, with power to sign and file any amendment
or amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection with 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 8th day of December, 1999.

Signature Title

By: /s/ John W. Snow Chairman, President, Chief Executive
------------------------------ Officer and Director (Principal
John W. Snow Executive Officer)

By: /s/ Paul R. Goodwin Executive Vice President - Finance
------------------------------ and Chief Financial Officer (Principal
Paul R. Goodwin Financial Officer)

By: /s/ James L. Ross Vice President and Controller
------------------------------ (Principal Accounting Officer)
James L. Ross

By: /s/ Elizabeth E. Bailey Director
------------------------------
Elizabeth E. Bailey

By: /s/ H. Furlong Baldwin Director
------------------------------
H. Furlong Baldwin

By: /s/ Claude S. Brinegar Director
------------------------------
Claude S. Brinegar

By: /s/ Robert L. Burrus, Jr. Director
------------------------------
Robert L. Burrus, Jr.

By: /s/ Bruce C. Gottwald Director
------------------------------
Bruce C. Gottwald

By: /s/ John R. Hall Director
------------------------------
John R. Hall

By: /s/ E. Bradley Jones Director
------------------------------
E. Bradley Jones

By: /s/ Robert D. Kunisch Director
------------------------------
Robert D. Kunisch

By: /s/ James W. McGlothlin Director
------------------------------
James W. McGlothin

By: /s/ Southwood J. Morcott Director
------------------------------
Southwood J. Morcott

By: /s/ Charles E. Rice Director
------------------------------
Charles E. Rice

By: /s/ William C. Richardson Director
------------------------------
William C. Richardson

By: /s/ Frank S. Royal Director
------------------------------
Frank S. Royal

SIGNATURES

THE PLAN

Pursuant to the requirements of the Securities Act, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Richmond, Virginia on this 8th day of
March, 2000.

The Greenbrier Savings and Investment Plan and Trust

By: /s/ Gregory R. Weber
--------------------------------
Gregory R. Weber
Vice President and Treasurer
CSX Hotels, Inc.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

--------------------

EXHIBITS

FILED WITH

REGISTRATION STATEMENT

FORM S-8

UNDER

THE SECURITIES ACT OF 1933

CSX CORPORATION

THE GREENBRIER SAVINGS AND INVESTMENT
PLAN AND TRUST
(FULL TITLE OF THE PLAN)

EXHIBITS

Exhibit No. Description

4.1 Amended and Restated Articles of
Incorporation of the Company
(incorporated by reference to
Exhibit 3 to the Company's Form 10-K
(File No. 1-8022) dated February 15,
1991).

4.2 By-Laws of the Company, as amended
(incorporated by reference to
Exhibit 3.2 to the Company's Form
10-K (File No. 1-8022 for the fiscal
year ended December 31, 1999).

4.3 Rights Agreement, dated as of May
29, 1998, between CSX and Harris
Trust Company of New York, as Rights
Agent, (incorporated by reference to
Exhibit 99.1 to the Company's
Registration on Form 8-A (File No.
1-8022) filed May 29, 1998 (File No.
2-62373)).

4.4 The Greenbrier Savings and
Investment Plan and Trust.

4.5 The Greenbrier Savings and Investment Plan
and Trust
Trust Agreement.

5 Opinion and Consent of Ellen M.
Fitzsimmons, General Counsel-Corporate of the
Company, as to the validity of the Common
Stock and Rights offered hereunder.

23.1 Consent of Ellen M. Fitzsimmons,
General Counsel-Corporate of the
Company (included in the opinion
filed as Exhibit 5 hereto).

23.2 Consent of Ernst & Young LLP, Independent
Auditors.

23.3 Consent of Ernst & Young LLP and
KPMG LLP, Independent Auditors.

23.4 Consent of PricewaterhouseCoopers
LLP, Independent Accountants.

24 Power of Attorney.