EXHIBIT 3.21

                                State of Delaware
                                                                          PAGE 1
                        Office of the Secretary of State

      I,EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED
LIABILITY COMPANY OF "AMERICAN COMMERCIAL LINES INTERNATIONAL LLC", FILED IN
THIS OFFICE ON THE EIGHTEENTH DAY OF JUNE, A.D. 1998, AT 10 O'CLOCK A.M.


                                    [SEAL] /s/ Edward J. Freel
                                           -----------------------------------
                                           Edward J. Freel, Secretary of State

2910206 8100                               AUTHENTICATION:  9147261

981235906                                            DATE: 06-18-98



                            CERTIFICATE OF FORMATION
                                       OF
                   AMERICAN COMMERCIAL LINES INTERNATIONAL LLC

      This Certificate of Formation of American Commercial Lines International
LLC (the "LLC"), dated as of June 16, 1998, is being duly executed and filed by
Michael A. Khouri, as an authorized person, to form a limited liability company
under the Delaware Limited Liability Company Act (6 Del. Section 18-101 et
seq.).

      FIRST: The name of the limited liability company formed hereby is American
Commercial Lines International LLC.

      SECOND: The registered office of the LLC in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801, and the registered agent of the LLC at such address is
The Corporation Trust Company.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                                 By: /s/ Michael A. Khouri
                                                     ---------------------------
                                                     Michael A. Khouri
                                                     Authorized Person