SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): April 17, 1998
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                                 CSX CORPORATION
                                 ---------------
             (Exact name of registrant as specified in its charter)


                                    Virginia
                                    --------
                        (State or other jurisdiction of
                         incorporation or organization)


               2-63273                                         62-1051971
               -------                                         ----------
             (Commission                                    (I.R.S. Employer
              File No.)                                    Identification No.)


           One James Center, 901 East Cary Street, Richmond, VA 23219
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                 (804) 782-1400
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ITEM 5.        OTHER EVENTS

               On April 20, 1998,  CSX  Corporation  (the  "Company")  announced
reaching  agreement on a  transaction  in which it will convey its  wholly-owned
barge  subsidiary,  American  Commercial Lines LLC ("ACL"),  to a venture formed
with Vectura Group, Inc.  ("Vectura") for approximately $695 million in cash and
$155 million in  securities  issued by the venture,  including a 34% interest in
the venture.  As part of the transaction  National Marine,  Inc., a wholly-owned
subsidiary of Vectura,  will be combined  with ACL. The  resulting  venture will
have total assets of approximately $1 billion.

               The  Company's  press  release   announcing  the  transaction  is
included as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

        (c)    Exhibits

               The following exhibits are filed as a part of this report.

                10.1      Recapitilization  Agreement,  dated  as of  April  17,
                          1998,  by and among CSX  Corporation,  Vectura  Group,
                          Inc., American Commercial Lines Holdings LLC, American
                          Commercial Lines LLC, and National Marine, Inc.

                99.1      Press release issued by the Company on April 20, 1998.




























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                                   Signature

           Pursuant to the  requirements  of the  Securities and Exchange Act of
1934,  the  registrant  has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                         CSX CORPORATION

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


Date:  April 22, 1998




































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                                  EXHIBIT LIST
                                  ------------


Exhibit                                   Description
- -------                                   -----------


      10.1     Recapitilization  Agreement,  dated as of April 17, 1998,  by and
               among CSX Corporation,  Vectura Group, Inc.,  American Commercial
               Lines Holdings LLC,  American  Commercial Lines LLC, and National
               Marine, Inc.

      99.1     Press release issued by the Company on April 20, 1998.








































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