Exhibit 5.1

              [LETTERHEAD OF McGUIRE, WOODS, BATTLE & BOOTHE LLP]


                                 August 10, 1999



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

Ladies and Gentlemen:

     We have advised CSX Corporation, a Virginia corporation (the "Company"), in
connection with the issuance by the Company of its Medium-Term Notes, Series C,
due nine months or longer from date of issue (the "Series C Notes") and the
solicitation of sales of the Series C Notes by the Company pursuant to a
Distribution Agreement, dated May 7, 1999 (the "Distribution Agreement"), among
the Company and the Agents party thereto.

     As of August 10, 1999, the Company increased the aggregate initial offering
price of the Series C Notes by U.S. $250,000,000 from U.S. $750,000,000 to U.S.
$1,000,000,000.  The additional U.S. $250,000,000 aggregate initial offering
price of Series C Notes (the "Additional Series C Notes") will be issued
pursuant to an indenture dated as of August 1, 1990 between the Company and The
Chase Manhattan Bank, as trustee (the "Trustee"), as supplemented by a First
Supplemental Indenture dated as of June 15, 1991, a Second Supplemental
Indenture dated as of May 6, 1997 and a Third Supplemental Indenture dated as of
April 22, 1998 (the indenture, as so supplemented, is herein called the
"Indenture") and shall have the terms provided or contemplated by the Action of
Authorized Pricing Officers adopted as of September 30, 1998 and Action of
Authorized Pricing Officers adopted as of May 7, 1999 (the "Actions of
Authorized Pricing Officers") and the Supplemental Action of Authorized Pricing
Officers adopted as of August 10, 1999, and as set forth in the Prospectus dated
January 5, 1999, which is part of the Company's Registration Statement on Form
S-3 (File No. 333-68885) (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission, as supplemented by the Prospectus
Supplement dated May 7, 1999 and as further supplemented by the Supplement to
Prospectus Supplement dated August 10, 1999.  The Notes will be offered and sold
pursuant to the Distribution Agreement.

     We have examined such corporate records, certificates and other documents,
and reviewed such questions of law, as we have considered necessary or
appropriate for the purpose of this opinion.


August 10, 1999
Page 2


     On the basis of such examination and review, we advise you that, in our
opinion, when the terms of a particular Additional Series C Note and the issue
and sale thereof have been duly authorized and established in conformity with
the Indenture and such Additional Series C Note has been duly completed,
executed, authenticated and issued in accordance with the Indenture and the
Actions of Authorized Pricing Officers as supplemented by the Supplemental
Action of Authorized Pricing Officers and delivered against payment therefor as
contemplated by the Distribution Agreement, such Additional Series C Note will
constitute a valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles, and except further as enforcement thereof may be limited by
(A) requirements that a claim with respect to any Additional Series C Note
denominated other than in U.S. dollars (or a foreign currency or foreign
currency unit judgment in respect of such claim) be converted into U.S. dollars
at a rate of exchange prevailing on a date determined pursuant to applicable law
or (B) governmental authority to limit, delay or prohibit the making of payments
in foreign currency or currency units or payments outside the United States.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K and the incorporation of this opinion by
reference in the Registration Statement and to the references to us under the
heading "Validity of the Securities" in the Registration Statement and the
heading "Validity of Notes" in the Prospectus Supplement relating to the Series
C Notes.  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 Act.

                                 Very truly yours,


                                 /s/ McGuire, Woods, Battle & Boothe LLP