EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
or directors of CSX CORPORATION, a Virginia corporation (the "Corporation"),
hereby constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, 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 (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock of the
Corporation, and (ii) a Registration Statement, and any and all amendments
thereto, relating to the offering covered thereby filed pursuant to Rule 462(b)
under the Securities Act, with the Commission, 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 9th day of December, 1998.
/s/ John W. Snow /s/ John R. Hall
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John W. Snow John R. Hall
/s/ Paul R. Goodwin /s/ E. Bradley Jones
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Paul R. Goodwin E. Bradley Jones
/s/ James L. Ross /s/ Robert D. Kunish
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James L. Ross Robert D. Kunish
/s/ Elizabeth E. Bailey
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Elizabeth E. Bailey James W. McGlothlin
/s/ H. Furlong Baldwin /s/ Southwood J. Morcott
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H. Furlong Baldwin Southwood J. Morcott
/s/ Claude S. Brinegar /s/ Charles E. Rice
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Claude S. Brinegar Charles E. Rice
/s/ Robert L. Burrus, Jr. /s/ William C. Richardson
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Robert L. Burrus, Jr. William C. Richardson
/s/ Bruce C. Gottwald /s/ Frank S. Royal, M.D.
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Bruce C. Gottwald Frank S. Royal, M.D.