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Letter to the SEC

November 30, 2005

VIA EDGAR AND FAX

(202) 772-9204

Ms. Heather C. Tress

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    CSX Corporation

    File No. 1-8022

    Form 10-K for the fiscal year ended December 31, 2004

    Form 10-Q for the quarter ended September 30, 2005

Dear Ms. Tress and Ms. Cvrkel:

CSX Corporation (“CSX” or the “Company”) is writing in response to the staff’s comment letter dated
November 8, 2005, with respect to the above-referenced filings. CSX believes this letter responds
fully to the staff’s comments and provides supplemental information as requested. For the
convenience of the staff, each comment is set forth below, followed by the Company’s response.

Annual Report on Form 10-K for the year ended December 31, 2004

Free Cash Flow, page 15

    1.

    We note your disclosure concerning the reconciliation of cash provided by operating
activities to free cash flow. However, your reconciliation does not reconcile cash provided
by operating activities to free cash flow; it reconciles the net increase in cash or cash
equivalents to free cash flow. Please provide us with the reconciliation of free cash flow to
cash provided by operating activities and revise future filings to include this
reconciliation.

CSX RESPONSE

The reconciliation of free cash flow to net cash provided by operating activities is as follows:

    December 31,

    December 26,

    (Dollars in millions)

    2004

    2003

    Free Cash Flow

    $
    461

    $
    363

    Investing Activities Excluding Net Short-Term Investments

    993

    875

    Conrail Cash

    (115
    )

    (164
    )

    Dividends Paid

    86

    86

    Other Deposits

    21

    24

    Redemption of Accounts Receivable

    —

    (380
    )

    Net Cash Provided by Operating Activities

    $
    1,446

    $
    804

In future filings, CSX will ensure that the reconciliation of free cash flow to net cash provided
by operating activities is included.

Financial Statements

Notes to Consolidated Financial Statements, page 50

Note 2. Investment in and Integrated Rail Operations with Conrail, page 56

    2.

    We note that an equity investment met the significance test under S-X Rule 3-09 in fiscal
2003 and that you disposed of that investment in fiscal 2004. Your disclosure on page 106
states that the information required by Article 3-09 of Regulation S-X is presented in Note 2
to the financial statements. After reviewing the equity investees’ information in Note 2, we
note that the summarized data meets the requirements of Article 4-08 (g) of S-X; however,
financial statements for the investee, as would be required if the entity were a registrant,
are required to satisfy Article 3-09. Please amend your December 31, 2004, Form 10-K to
include the financial information for this equity investment required by Rule 3-09 of
Regulation S-X. For those periods in which the investment met the significance tests under
Rule 3-09, please include audited financial information, and for other periods presented the
information may be unaudited. You should include the financial information through the date
of disposal, if applicable.

CSX RESPONSE

Prior to 2004, Conrail exceeded the 20% significance test. However, at December 31, 2004, Conrail
was at the 9% and 2% levels under the income and investment tests, respectively.

In 2004, CSX completed a corporate reorganization of Conrail that resulted in the direct ownership
of certain Conrail assets by CSX Transportation (“CSXT”), a wholly-owned subsidiary. As a result of
this reorganization, CSX’s equity investment in Conrail no

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longer met the significance test under
Regulation S-X 3-09. In addition, after the Conrail corporate reorganization, the Company believes
there is more transparency into CSX’s interest in Conrail’s former assets, as these assets are now
consolidated in the CSX financial statements.

Accordingly, CSX did not include financial statements for Conrail in the 2004 Form 10-K because it
concluded that the information did not appear to be required by Regulation S-X 3-09 and was no
longer material to investors.

In response to the staff’s comment, CSX has reviewed the Division of Corporation Finance’s
Accounting Disclosure Rules and Practices Training Manual and understands that, in the staff’s
view, the unaudited financial statements of Conrail should have been provided with the 2004 Form
10-K.

Under these circumstances, CSX does not believe that the Conrail financial information is material
to investors and notes that the 2005 Form 10-K will be filed in the next 90 days. In addition, CSX
does not anticipate filing any registration statements or publicly issuing any securities prior to
the filing of the 2005 Form 10-K. CSX respectfully requests that the staff permit it to include
Conrail’s 2003 audited financial information and 2004 and 2005 unaudited financial information in
its 2005 Form 10-K.

Note 2. Investment in and Integrated Rail Operations with Conrail, page 56 (parts a through f)

    3.

    Please provide the following information with regard to the exchange transaction with
Conrail, Norfolk Southern, New York Central Lines and Pennsylvania Lines:

    a)

    Provide journal entries for each transaction in the exchange including debt issued, debt
exchanged, investment received and investment relinquished;

CSX RESPONSE

The following journal entries summarize the debt exchange and investment activities (dollars in
millions):

    1.

    Conrail exchanged capital of New York Central Lines (“NYC”) for unsecured debentures.

    NYC recorded:

    Capital

    327

    Unsecured Debentures

    327

Page 3

    2.

    Conrail transferred its interest in NYC to CSX

    CSX recorded:

    Property

    6,018

    Payable to Conrail

    621

    Other Long-term Assets

    136

    Current Assets

    7

    Investment in Conrail

    4,130

    Deferred Taxes

    2,086

    Unsecured Debentures

    327

    Other Long-term Debt

    201

    Net Gain on Spin-off

    16

    Other Long-term Liabilities

    15

    Current Liabilities

    7

    b)

    Please tell us and explain in your footnote disclosures how the Company determined the
carrying value of the portion of its “investment in Conrail” of $4,185 which was attributable
to the assets or interests relinquished or exchanged in this transaction;

CSX RESPONSE

The $4.185 billion referenced in the staff’s comment is the estimated pro-forma distribution amount
as of the end of December 2003. It is comparable to the actual distribution amount of $4.13
billion, which is disclosed in CSX’s Form 10-K within the table included in Note 2, page 57.

The value of the distribution represents CSX’s basis in its investment in NYC, which was already
indirectly owned prior to the spin-off transaction, plus the fair value of the additional 58% of
NYC, which was owned by Norfolk Southern Corporation (“NS”) prior to the transaction. The fair
value was based on an independent appraisal of the assets of NYC and quoted market prices for the
debt exchanged.

    c)

    Furthermore, tell us and explain in your footnote disclosure why gain recognition was
appropriate and how the gain was determined. We assume that the gain related to your exchange
of the 42% of PRR to NS – please confirm. Also, please explain the relevant accounting
literature that supports the treatment used;

CSX RESPONSE

The gain represents the difference between the fair value of the 58% interest in NYC that was
exchanged for the 42% interest in the Pennsylvania Lines (“PRR”). The fair value of the interests
received exceeded the basis of the interests relinquished. The transaction was

Page 4

recorded as a
non-monetary, non-reciprocal distribution and was recorded at fair value in accordance with APB 29,
paragraph 23 and EITF 01-02, paragraphs 30-32.

    d)

    We note no exchange of equity instruments. Please tell us how the restructuring of debt
resulted in the exchange of ownership interests;

CSX RESPONSE

Conrail distributed most of the assets and liabilities of its subsidiaries to its owners, CSX and
NS. The debt exchange facilitated this distribution.

    e)

    Tell us and explain in your footnote disclosures your ownership interests with regard to
Conrail following this transaction;

CSX RESPONSE

As a result of the corporate reorganization, CSX’s investment in Conrail no longer includes the
amounts related to NYC and PRR. Instead the assets and liabilities of NYC are reflected in their
respective line items in CSX’s Consolidated Balance Sheet. CSX will continue to own 42% of
Conrail, which is a much smaller company.

    f)

    Additionally, please clarify from page 59, the “amortization of the fair value write-up
arising from the acquisition of Conrail and certain other adjustments.” Please explain in
further detail the specific nature of the fair value write-up previously recognized. Also, if
this write-up is excess purchase price or goodwill, explain why it is appropriate to amortize
the write-up.

CSX RESPONSE

The amortization primarily represents the additional after-tax depreciation expense related to the
write up of Conrail’s fixed assets when the original purchase price, from the 1997 original
transaction, was allocated based on fair value. It does not represent excess purchase price or
goodwill.

Note 3. Divestitures, page 62 (parts a through h)

    4.

    Please provide further details concerning the divestiture of CSX Lines in 2003 as follows:

    a)

    You state that you conveyed “most” of your interest – please include actual
amounts/percentages in your response;

Page 5

CSX RESPONSE

CSX conveyed CSX Lines, its domestic container shipping business, to a new venture formed with The
Carlyle Group. CSX held partial ownership in the new venture called Horizon Lines through $60
million of senior preferred securities. CSX’s voting interest in the new venture was approximately
16%.

    b)

    The interest you held in CSX Lines was conveyed to a “new venture formed with the Carlyle
Group.” Please tell us more about the new venture and your ownership percentage in the new
venture and related accounting method used if applicable;

CSX RESPONSE

CSX’s new venture with The Carlyle Group was named Horizon Lines, which is one of the nation’s
largest Jones Act container shipping and logistics companies. Horizon Lines operates 16 vessels
with approximately 22,100 cargo containers while servicing routes that include Alaska, Hawaii,
Puerto Rico and Guam.

CSX’s voting interest in Horizon Lines was approximately 16%. Based on this and in accordance with
APB 18, “The Equity Method for Accounting for Investments in Common Stock,” CSX accounted for its
interest in Horizon Lines under the cost method of accounting, as the Company did not have
significant influence over the new venture.

    c)

    Further explain the accounting treatment you used for this divestiture, including the GAAP
literature you applied and why recognition/deferral of a gain was appropriate. Also, please
explain why you believe it was appropriate to account for the transaction as a “divestiture”
since your disclosures indicate that CSX and one of its affiliates will continue to remain a
lessee/sublessor or guarantor on certain vessels and equipment as long as the subleases remain
in affect. Your response should explain why the treatment used is appropriate given the
guidance outlined in SAB Topic 5:E;

CSX RESPONSE

Gain recognition treatment

In accordance with SAB Topic 5:U, CSX deferred the gain associated with the conveyance.
Specifically, CSX remained the primary obligor on certain vessel and equipment leases, which
totaled approximately $300 million at the time of divestiture.
Interpretive response to Question 1 in SAB Topic 5:U states “such uncertainties raise doubts as to
whether immediate gain recognition is appropriate. Factors that may lead the staff to question
gain recognition in such transactions include: situations in which the assets or operations sold
have historically not produced cash flows from operations that will be sufficient to fund future
debt service and full dividend requirements on a current basis. Often the servicing of debt and
preferred dividend requirements is dependent on

Page 6

future events that cannot be assured, such as sales
of assets or improvements in earnings the staff also believes that even where the registrant
receives solely cash proceeds, the recognition of any gain would be impacted by the existence of
any guarantees or other agreements.” Therefore, the Company deferred the net gain over a time
period consistent with the lease terms, which is 12 years.

Divestiture treatment

In accordance with SAB Topic 5:E, CSX believes the conveyance was correctly accounted for as a
divestiture. CSX reviewed the 4 items discussed in SAB Topic 5:E. Specifically, CSX assessed
whether the risks and other incidents of ownership had been transferred to the buyer. CSX
concluded that those risks had been primarily transferred to the buyer based on the following:

    i.

    CSX did not have veto power over major contracts or customers;

    ii.

    CSX did not have significant voting power on the board of directors;

    iii.

    CSX did not have significant continuing involvement in the continuing
operations of the business; and

    iv.

    The Carlyle Group made a significant cash investment in the business.

    d)

    Provide further details on the payment you received from Horizon in the third quarter of
2003. What percentage of your ownership did Horizon acquire and what percentage of your
ownership remained?

CSX RESPONSE

In the third quarter of 2003, CSX received $15 million cash from Horizon Lines. This payment
represented $3 million of accrued interest and $12 million for the partial redemption of the senior
preferred securities. The Carlyle Group, through the redemption payment, received approximately 4%
of voting interest and CSX retained approximately 12% of voting interest.

    e)

    Explain the guarantor relationship with Horizon. We note that you will continue to remain a
“lessee/sublessor or guarantor.” Please clarify your obligations to Horizon and provide
details of these arrangements separately;

CSX RESPONSE

CSX Corporation is the guarantor on 6 lease agreements (5 vessel and 1 container lease).
Subsidiaries of CSX are the named obligor on these lease agreements. All the vessels and
containers have been subleased to Horizon Lines. CSX has no obligations
to Horizon. Details of these lease obligations as of December 31, 2004, are outlined below.

Page 7

(In expiration date order)

    Amount

    Lease

    Expiration

    (Dollars in millions)

    2 Vessel Leases

    January 2007

    $
    17

    1 Container Lease

    December 2008

    $
    13

    3 Vessel Leases

    July 2014

    $
    248

    f)

    Tell us how the fair value/sales price was determined for each percentage of CSX
Lines/Horizon you divested; and

CSX RESPONSE

CSX determined the fair value for CSX Lines through an auction conducted by an independent third
party. CSX received several bids as part of the auction process and ultimately reached an
agreement with the highest bidder to convey CSX Lines for $300 million.

The $300 million was comprised of $240 million cash and $60 million of senior preferred securities.
These senior preferred securities were valued based on the terms of the arms length agreement with
The Carlyle Group. The securities require redemption within 7 years at $60 million and accrue
interest at a rate commensurate with Horizon’s credit risk. As of December 31, 2004, CSX had
received $74 million from Horizon. These pay