Exhibit 10.5


  o   DIRECTORS' MATCHING GIFT PROGRAM
         CSX Corporation  Directors' Matching Gift Program ("Program")  reflects
CSX's  commitment to the  communities in which the Company and its  subsidiaries
operate.  As  part  of  its  program  of  corporate  philanthropy,  the  Company
contributes through the Program to education,  civic,  cultural,  and health and
human service programs.


  o   FOR CURRENT DIRECTORS OF THE COMPANY
         CSX will  match  Director  contributions  from a  minimum  of $25 to an
aggregate  maximum of $25,000  annually  to civic,  cultural,  educational,  and
health and human services institutions on a two-for-one basis subject to certain
restrictions.  The  contributions  to be matched must be personal gifts from the
Director's  own funds,  paid in cash or  securities.  Pledges do not qualify for
matches.

         The  Program is  available  to all  active  Directors  of the  Company.
Individuals  who have  retired  from  service as  Directors  of the  Company may
participate in this program through the sixth  anniversary of their  retirement.
Gifts by participants may be made jointly with their spouses.


  o   ELIGIBLE ORGANIZATIONS
         Gifts are  eligible  for match only if they fall within the  guidelines
for CSX Corporation's charitable contributions.

         To be eligible to receive a match, an organization or institution  must
qualify as exempt from  taxation  pursuant to Section  501(c)(3) of the Internal
Revenue Code.

         Certain  restrictions apply to organizations which qualify for matching
gifts.  The  following  do not fall within the CSX  Corporation  guidelines  for
charitable contributions:

         o        Gifts to organizations  which discriminate in violation of law
                  in  provision  of  benefits  on the  basis of race,  religion,
                  national origin, gender, or physical disability.

         o        Gifts to schools below college level.

         o        Gifts to educational  institutions principally for the support
                  of sports and other non-academic activities.

         o        Gifts to organizations whose principal purpose is sectarian in
                  nature or whose  beneficiaries  are  determined  on  sectarian
                  considerations.

         o        Political contributions of any nature.

         o        Activities forbidden by law.

         CSX  Corporation  reserves  the  right to  determine  whether  gifts to
organizations   fall  within   guidelines  for  CSX   Corporation's   charitable
contributions.


PROGRAM ADMINISTRATION
         The Program is administered by the CSX Corporation  Corporate Secretary
and the Board of Directors of CSX  Corporation  and may be  suspended,  revoked,
terminated  or  amended  at  any  time.  Determination  of  eligibility  of  any
organization or institution to receive matching funds under this program will be
made by CSX Corporation under authority of the Board of Directors.

         Questions as to  interpretation,  application,  administration or other
aspects of the program,  including eligibility,  should be addressed to Mr. Alan
A.  Rudnick,  Vice  President-General   Counsel  and  Corporate  Secretary,  CSX
Corporation,  901 East Cary Street, Richmond VA 23219, phone (804) 782-1525, fax
(804) 783-1356.




INSTRUCTIONS
         Part A of the  Application  in this folder  should be  completed by the
Director  and the entire  folder  should  accompany  the  Director's  gift to an
eligible organization or institution.

         The qualifying  organization or  institution,  upon receipt of the gift
and this folder, should complete Part B of the Application and return the entire
original folder to the  Administrator of Corporate  Contributions at the address
below.

         Upon request, the beneficiary  organization or institution will provide
evidence  of its tax exempt  status  under  Section  501(c)(3)  of the  Internal
Revenue Code.

         All  applications  for matching gifts received during any calendar year
will be paid when administratively convenient but not less than semi-annually.

         Additional Matching Gift forms may be secured from the Administrator of
Corporate  Contributions.   Requests  for  information  and  all  correspondence
relating to the Directors' Matching Gift Program should be addressed to:

Ms. Anita H. Hill
Administrator - Corporate Contributions
CSX Corporation
P. O. Box 85629
Richmond, Virginia  23285-5629


Part A -- Director's Section

(To be completed by Director, who is to send this entire pamphlet, together with
gift, to charitable institution)

 
Date _____________________
Enclosed is my personal donation of $_________________ to ____________________________________________________
                                                                       Name of Charitable Institution

______________________________________________________________________________________________________________
Address of Charitable Institution

I hereby  authorize  the  institution  named  above to  report  this gift to the
Administrator - Corporate  Contributions of CSX Corporation,  for the purpose of
qualifying for a contribution in accordance with the provisions of the Company's
Matching Gift Program.

Name _______________________________________________    Social Security No. ______________________________

Street Address _____________________________________    City ______________________    State ________    Zip _______

Director's Signature __________________________________________________________________


Part B -- Beneficiary's Section

(To  be  completed  by  an  appropriate  financial  officer  of  the  charitable
institution, and returned to the Administrator - Corporate Contributions; P.O. Box
85629, Richmond, VA 23285-5629.)

I  hereby  certify  that  a  donation  of  $________________   was  received  on
_____________________________________,19___, from ______________________________
________________________________  in favor of this institution;
       Name of Donor



And I further  certify  that this  institution  meets all the  requirements  for
eligibility   as  set  forth  in  CSX   Corporation's   Matching  Gift  program.
Contributions  to the  beneficiary  institution  shown are tax deductible by CSX
Corporation pursuant to Section 501(c)(3) of the Internal Revenue Code, and that
the beneficiary institution will provide evidence of this status upon request.


___________________________________________________  ___________________________________________
                  Name of Charitable Institution                      Signature

_____________________________________________________         ___________________________________________
                  Address of Charitable Institution                   (Name (print or type in full)
____________________________________________________ Title _______________________________________

____________________________________________________ Date _______________________________________