EXHIBIT 8.1

                [McGUIRE, WOODS, BATTLE & BOOTHE LLP LETTERHEAD]


                                January 4, 1999



CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219

Ladies and Gentlemen:

     We have been requested, as your special tax counsel, to render federal tax
advice in connection with the Registration Statement on Form S-3 (File No. 333-
68885) (the "Registration Statement") filed by CSX Corporation (the "Company")
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933, as amended (the "Securities Act"), the Company's
Debt Securities, Debt Warrants, Preferred Stock, Preferred Stock Warrants,
Depositary Shares, Common Stock and Common Stock Warrants, from the sale of
which the Company may receive proceeds of up to $800,000,000, to be offered from
time to time by the Company on terms to be determined at the time of the
offering.

     We have reviewed the statements set forth in the Registration Statement
under the heading "United States Taxation" and hereby advise you that such
statements, insofar as they are, or refer to, statements of United States law or
legal conclusions relating thereto, are accurate in all material respects.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to us under the heading "United States
Taxation" in the Registration Statement.  We do not admit by giving this consent
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.

                                    Very truly yours,

                                    /s/ McGuire, Woods, Battle & Boothe LLP