CSX Corp. and CSX Transportation, Inc., Norfolk Southern Corp. and Norfolk Southern Railway Co.Control and Operating Leases/ AgreementsConrail Inc. and Consolidated Rail Corp.

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 33388]

CSX Corp. and CSX Transportation, Inc., Norfolk Southern Corp.

and Norfolk Southern Railway Co.--Control and Operating Leases/

Agreements--Conrail Inc. and Consolidated Rail Corp.

AGENCY: Surface Transportation Board.

ACTION: Decision No. 6; Notice of Issuance of Procedural Schedule.

-----------------------------------------------------------------------

SUMMARY: Having received public comments on applicants' proposed

procedural schedule and applicants' reply to those comments, the Board

is issuing a final procedural schedule. This schedule provides for

issuance of a final decision no later than 350 days after filing of the

primary application.

EFFECTIVE DATE: The effective date of this decision is May 30, 1997.

Notices of intent to participate in this proceeding will be due 45 days

after the primary application is filed. All descriptions of

inconsistent and responsive applications, as well as any petitions for

waiver or clarification with respect thereto, will be due 60 days after

the primary application is filed. All comments, protests, requests for

conditions, inconsistent and responsive applications, and any other

opposition evidence and argument will be due 120 days after the primary

application is filed. For further information, see the procedural

schedule set forth below.

ADDRESSES: An original and 25 copies 1 of all documents,

referring to STB Finance Docket No. 33388, must be sent to the Office

of the Secretary, Case Control Branch, ATTN: STB Finance Docket No.

33388, Surface Transportation Board, 1925 K Street, NW., Washington, DC

20423-0001. 2 In addition, one copy of all documents in this

proceeding must be sent to Administrative Law Judge Jacob Leventhal,

Federal Energy Regulatory Commission, 888 First Street, NE., Suite 11F,

Washington, DC 20426 (202) 219-2538; FAX: (202) 219-3289 and to each of

the applicants' representatives: (1) Dennis G. Lyons, Esq., Arnold &

Porter, 555 12th Street, NW., Washington, DC 20004-1202; (2) Richard A.

Allen, Esq., Zuckert Scoutt & Rasenberger, L.L.P., Suite 600, 888

Seventeenth Street, NW., Washington, DC 20006-3939; and (3) Paul A.

Cunningham, Esq., Harkins Cunningham, Suite 600, 1300 Nineteenth

Street, NW., Washington, DC 20036.

---------------------------------------------------------------------------

\1\ In addition to submitting an original and 25 copies of all

documents filed with the Board, parties are requested also to submit

all pleadings and attachments as computer data contained on a 3.5-

inch diskette formatted for WordPerfect 7.0 (or formatted so that it

can be converted into WordPerfect 7.0) and clearly labeled with the

identification acronym and number of the pleading contained on the

diskette. See 49 CFR 1180.4(a)(2). The computer data contained on

the computer diskettes submitted to the Board will be subject to the

protective order granted in Decision No. 1, served on April 16, 1997

(as modified in Decision No. 4, served May 2, 1997), and is for the

exclusive use of Board employees reviewing substantive and/or

procedural matters in this proceeding. The flexibility provided by

such computer data will facilitate timely review by the Board and

its staff.

\2\ In order for a document to be considered a formal filing,

the Board must receive an original and 25 copies of the document,

which must show that it has been properly served. Documents

transmitted by facsimile (FAX), as in the past, will not be

considered formal filings and thus are not encouraged because they

will result in unnecessarily burdensome, duplicative processing in

what we expect to become a voluminous record.

Applicants may file in bound volumes an original and 25 copies

of related applications, petitions, and notices of exemption;

however, to facilitate our processing of these related filings, we

will require that applicants also file two unbound copies of each of

these filings.

FOR FURTHER INFORMATION CONTACT: Julia M. Farr, (202) 565-1613. (TDD

---------------------------------------------------------------------------

for the hearing impaired: (202) 565-1695.)

SUPPLEMENTARY INFORMATION: On April 10, 1997, CSX Corporation (CSXC),

CSX Transportation, Inc. (CSXT), Norfolk Southern Corporation (NSC),

Norfolk Southern Railway Company (NSR), Conrail Inc. (CRI), and

Consolidated Rail Corporation (CRC) 3 filed a notice of

intent (CSX/NS-1) that they intend to file an application under 49

U.S.C. 11323-25 (referred to as the ``primary application'') seeking

Board authorization for, among other things, (a) the acquisition by CSX

and NS of control of Conrail, and (b) the division of the assets of

Conrail by and between

[[Page 29388]]

CSX and NS.4 Applicants expect to file their primary

application, and any related applications, petitions, and notices, on

or before July 10, 1997, but not before June 16, 1997.

---------------------------------------------------------------------------

\3\ CSXC and CSXT are referred to collectively as CSX. NSC and

NSR are referred to collectively as NS. CRI and CRC are referred to

collectively as Conrail. CSX, NS, and Conrail are referred to

collectively as applicants.

\4\ By letter dated April 24, 1997, applicants submitted,

pursuant to 49 CFR 1013.3(a), an Amended and Restated Voting Trust

Agreement (hereinafter referred to as Joint-VTA-1) that NSC, CSXC,

and Green Acquisition Corporation propose to enter into with an

institutional trustee, Deposit Guaranty National Bank, and a limited

liability company to be formed shortly. NSC and CSXC intend that the

Trustee will hold, in the voting trust (hereinafter referred to as

the Joint Voting Trust) to be established pursuant to Joint-VTA-1,

all common shares of Conrail Inc. (CRI): (1) Acquired previously,

and separately, by NSC and CSXC and currently held in separate

voting trusts; or (2) hereafter acquired by NSC and CSXC pursuant to

the Third Supplement (dated April 10, 1997) to the Second Offer to

Purchase (the Second Offer, dated December 6, 1996). NSC and CSXC

intend that the Joint Voting Trust to be established pursuant to

Joint-VTA-1 will be a single consolidated voting trust ultimately

superseding and replacing the previously established separate voting

trusts. An informal staff opinion letter with respect to the voting

trust was issued on May 8, 1997.

---------------------------------------------------------------------------

In Decision No. 2, served April 21, 1997, and published that day in

the Federal Register at 62 FR 19390, we determined that the transaction

contemplated by applicants is a major transaction as defined at 49 CFR

1180.2(a), and we invited comments due May 1, 1997, on applicants'

proposed procedural schedule. Comments were filed, and on May 8, 1997,

applicants filed a consolidated reply to the comments (CSX/NS-11).

Over 25 comments were received in response to Decision No. 2.

Comments were filed by shipper organizations, shippers (including

electric utilities), ports, railroads, government parties, and rail

labor unions. We have carefully reviewed all of the comments that we

received on the proposed procedural schedule. Given the magnitude of

applicants' proposed transaction concerning the restructuring of rail

service within the entire Eastern United States, we have determined

that a 350-day procedural schedule (which is more than applicants had

proposed, but less than the statutory maximum) will ensure that all

parties are accorded due process and allow us time to consider fully

all of the issues in this proceeding, including environmental issues,

and reach a timely resolution of this matter.

In particular, this schedule will permit us to take the hard look

at environmental issues as required by the National Environmental

Policy Act (NEPA) and the related regulations of the Council on

Environmental Quality. The Board's Section of Environmental Analysis

(SEA) has determined that the preparation of an Environmental Impact

Statement (EIS) is warranted for this proceeding. This determination is

based on the nature and scope of environmental issues (e.g., intercity

passenger service and commuter rail service) that are likely to arise

in this proceeding as well as SEA's evaluation of the information

available to date, including the Preliminary Environmental Report filed

on May 16, 1997. We agree with SEA that an EIS is warranted in this

proceeding. The procedural schedule that we are adopting will provide

the necessary time to enable us to undertake an EIS.

Within this procedural schedule, we will be able to consider fully

all issues affecting the public interest, and will also be able to

address cumulative impacts and crossover effects of prior mergers as

appropriate. Further, we will consider the transaction in light of any

settlement agreements that the applicants may reach with any parties.

We are not unmindful of the concerns parties have raised regarding

the amount of time necessary to prepare their cases or of the concerns

applicants have raised regarding employment uncertainty among Conrail

management and possible deterioration in Conrail service during the

pendency of this proceeding, and have crafted the attached procedural

schedule with fairness to all parties in mind. While we are sensitive

to applicants' concerns and their desire to have an expedited schedule,

we believe that the 350-day schedule that we are adopting is not unduly

long and will not result in lasting adverse effects on the Conrail

system or properties. We believe that the longer schedule is necessary

and appropriate for this case to allow sufficient time for

participation by the public and consideration by the Board, including

the preparation of an EIS. Accordingly, we have adjusted the procedural

schedule proposed by applicants to give more time for the submission

and review of evidence and arguments, and to provide adequate time for

preparing an EIS.

Environmental reporting for primary applicants. As indicated above,

applicants filed their joint Preliminary Environmental Report (PER) on

May 16, 1997. CSX and NS will provide detailed and updated information

(with supporting documentation) and environmental impact analyses in

the Environmental Report (ER) they will file with their primary

application and related applications, petitions, and notices. CSX and

NS will provide a copy of the ER to all parties of record in this

proceeding; appropriate federal, state, and local agencies; and

affected parties according to the Board's environmental rules found in

49 CFR part 1105.

As discussed above, SEA has determined that the preparation of an

EIS is warranted for this proceeding. A notice of intent to prepare an

EIS will be published in the Federal Register shortly, which will

explain in further detail the EIS process for this proceeding. SEA will

initiate public scoping as soon as possible after the joint application

and environmental report are filed to allow interested persons to

participate in determining the scope of the EIS that will be prepared.

SEA anticipates that the final scope of the EIS will be issued

approximately 80 days after the filing of the joint application.

When, as here, the preparation of an environmental impact statement

is contemplated for a railroad proceeding, the Board's environmental

rules at 49 CFR 1105.10(a)(1) normally require the prospective

applicants to submit to SEA a 6-month prefiling notice in advance of

the application. However, where appropriate, 49 CFR 1105.10(c) allows

the waiver of this 6-month prefiling notice. Here, SEA for some time

has been engaged in on-going consultations with both CSX and NS about

the proposed merger and the potential associated environmental impacts.

Moreover, the applicants' joint PER provided detailed descriptive

information about the project. In these circumstances, SEA believes

that there is no need for the 6-month waiting period. Therefore, as

indicated in Decision No. 7 (served concurrently herewith, but not

published in the Federal Register), the 6-month prefiling notice

requirement will be waived in this case.

Environmental reporting for inconsistent and responsive applicants.

In order for us to fulfill our responsibilities under NEPA and other

environmental laws, inconsistent and responsive applicants must submit

certain environmental information. To facilitate the environmental

review process, inconsistent and responsive applicants will be required

to file by Day F + 100 either (1) a verified statement that the

inconsistent or responsive application will have no significant

environmental impact or (2) a responsive environmental report (RER)

that contains detailed environmental information regarding the

inconsistent or responsive application.

The RER. The RER should comply with all requirements for

environmental reports contained in our environmental rules at 49 CFR

1105.7. Also, the RER should address the environmental issues

identified in the final scope of the

[[Page 29389]]

EIS for the entire merger, to the extent such issues are applicable to

the particular inconsistent or responsive application. (For example,

if, in the final scope of the EIS, SEA identified potential rail

commuter service impacts as an issue to be addressed, we would expect

the RER also to address that issue if commuter services were involved

in the particular inconsistent or responsive application.)

The RER should be based on consultations with SEA and the various

agencies set forth in 49 CFR 1105.7(b). In addition, the information in

the RER should be organized as follows: Executive Summary; Purpose and

Need for Agency Action; Description of the Inconsistent or Responsive

Application and Related Operations; Description of the Affected

Environment; Description of Alternatives; Analysis of the Potential

Environmental Impacts; Proposed Mitigation; and Appropriate Appendices

that include correspondence and consultation responses, bibliography,

and a list of preparers.

The purpose of an RER is to provide us the information we need to

assess the potential environmental impacts of all inconsistent and

responsive applications in the context of the overall merger proposal.

After an RER is received, SEA will verify the information contained in

the document. If the RER is acceptable, SEA will include the RER with

the Draft EIS for the entire merger that will be served and made

available for public comment.

In order to ensure timely, consistent, and appropriate

environmental documentation, inconsistent and responsive applicants

must consult with SEA as early as possible. If an RER is insufficient,

we may require additional environmental information or reject the

inconsistent or responsive application.

A verified statement of no significant impact. If an action

proposed under an inconsistent or responsive transaction would

typically fall within 49 CFR 1105.6(c)(2), an RER would not be required

because such an action is generally exempt from environmental review.

In such a case, the inconsistent or responsive applicant would be

required to file only a verified statement. The verified statement must

demonstrate that the inconsistent or responsive application meets the

exemption criteria of 49 CFR 1105.6(c)(2). Again, anyone desiring to

file an inconsistent application or responsive application must consult

with SEA as early as possible regarding the appropriate environmental

documentation.

SEA will review the verified statements. If a verified statement is

insufficient, we may require additional environmental information or

reject the inconsistent or responsive application. The verified

statements, like the RERs, will be included in the Draft EIS, which

will be available for public review and comment.

Notice of intent to participate. All documents received by the

Board concerning this proceeding will become part of the public record

and will be placed in the public docket for inspection and copying.

Only those documents considered formal filings (i.e., those meeting the

filing specifications discussed above in the ADDRESSES section) will be

downloaded to the so-called pleading list. Moreover, persons who submit

documents that are not considered formal filings will not be placed on

the service list in this proceeding.

We will compile and issue an official service list at an early

stage in this proceeding to facilitate the participation of those

persons who will be actively participating as ``parties of record''

(POR). We are requiring these persons to notify the Board, in writing,

within 45 days after the primary application is filed, of their intent

to participate actively in this proceeding. In order to be designated a

POR, a person must submit an original plus 25 copies of the notice

along with a certificate of service to the Secretary of the Board

indicating that the notice has been properly served on applicants'

representatives and Judge Leventhal.5 Every future filing by

a POR must have its own certificate of service indicating that all PORs

on the service list and Judge Leventhal have been served with a copy of

the filing. Members of the United States Congress will be designated as

MOC and Governors will be designated as GOV on the service list. They

are not parties of record and need not be served with copies of

filings, unless designated as a POR.

---------------------------------------------------------------------------

\5\ The Office of the Secretary will start compiling the

official service list in this proceeding after service of this

decision adopting a procedural schedule. Persons named on any

earlier service list will not automatically be placed on the

official service list for this proceeding. Therefore, any person who

wishes to be a POR must file a notice of intent to participate after

the date of service of the decision and on or before Day F + 45.

---------------------------------------------------------------------------

We will continue to follow our practice regarding the service of

Board actions established in Union Pacific Corporation, Union Pacific

Railroad Company, and Missouri Pacific Railroad Company--Control and

Merger--Southern Pacific Rail Corporation, Southern Pacific

Transportation Company, St. Louis Southwestern Railway Company, SPCSL

Corp., and The Denver and Rio Grande Western Railroad Company, Finance

Docket No. 32760 (UP/SP). See UP/SP, Decision No. 15 (STB served Feb.

16, 1996), at 2-3. Copies of decisions, orders, and notices will be

served only on those persons who are designated as POR, MOC, or GOV on

the official service list. All other interested parties are encouraged

to make advance arrangements with the Board's copy contractor, DC News

& Data, Inc. (DC News), to receive copies of Board decisions, orders,

and notices served in this proceeding. DC News will handle the

collection of charges and the mailing and/or faxing of decisions to

persons who request this service. The telephone number for DC News is:

(202) 289-4357.

Comments, protests, requests for conditions, and any other

opposition evidence and argument. Most commenters support Day F + 120

as the minimum time necessary to prepare comments, protests, requests

for conditions, and any other opposition evidence and argument.

Applicants support giving persons at least 120 days to make such

submissions. We will keep Day F + 120 as the due date for the filing of

comments, protests, requests for conditions, and any other opposition

evidence and argument. All inconsistent and responsive applications,

including comments from the United States Department of Justice (DOJ)

and the United States Department of Transportation (DOT), are also due

on Day F + 120. Every party intending to file an inconsistent or

responsive application must contact the Office of the Secretary at

(202) 565-1681 to reserve an STB Finance Docket No. 33388 Sub-Number to

use in filing the description of anticipated inconsistent or responsive

application due on Day F + 60. Also, as set forth above in our

discussion of environmental reporting, every party intending to file an

inconsistent or responsive application must file a Responsive

Environmental Report or Environmental Verified Statement on Day F +

100.

Responses and rebuttals. Numerous commenters (including DOT) have

requested additional time (ranging from 40-70 days) to digest and

respond to comments, protests, requested conditions, and inconsistent

and responsive applications. Given the complexity and magnitude of

issues that potentially may arise in this proceeding, we will extend

the due date proposed by applicants in their schedule by 25 days, thus

providing the parties with a total of 55 days to file these responses.

Responses to inconsistent and

[[Page 29390]]

responsive applications, comments, protests, requested conditions, and

opposition evidence and argument, as well as rebuttal in support of the

primary application, will be due on Day F + 175.

We will not allow parties filing comments, protests, and requests

for conditions to file rebuttal in support of those pleadings. Parties

filing inconsistent and/or responsive applications have a right to file

rebuttal evidence, while parties simply commenting, protesting, or

requesting conditions do not. UP/SP, Decision No. 6 (ICC served Oct.

19, 1995, at 7-8, and published Oct. 23, 1995, at 60 FR 54384);

Burlington Northern Inc. and Burlington Northern Railroad Company--

Control and Merger--Santa Fe Pacific Corporation and The Atchison,

Topeka and Santa Fe Railway Company, Finance Docket No. 32549, Decision

No. 16 (ICC served Apr. 20, 1995), at 11. Several commenters seek

additional time for parties to prepare rebuttal filings. The National

Industrial Transportation League (NITL) seeks 25 days for the

preparation of rebuttal filings; Allied Rail Unions (ARU), the Port

Authority of New York and New Jersey, and DOT seek 30 days; and three

electric utilities seek 40 days. Rebuttal in support of inconsistent

and responsive applications will be due on Day F + 205, which will

allow inconsistent and responsive applicants 30 days instead of 15 days

to prepare their rebuttals.

Briefs. Many commenters request more time to prepare their briefs.

We will expand the schedule to allow parties 20 more days to prepare

their briefs (not to exceed 50 pages), which will be due on Day F +

245. Applicants state that, while their proposed transaction involves a

single, overall primary application and an agreed-upon division of

Conrail, their proposed transaction also involves the extension of two

separate and competing railroads into the territory now served by

Conrail, and separate, competing operating and marketing plans for

those two railroads. Applicants therefore request to file separate, 50-

page briefs because, as applicants contend, there may be a considerable

number of arguments made individually by CSX and NS, and many points of

opposition to be responded to that are peculiar to one or the other.

Some parties argue that applicants should file a single brief. Some

parties argue that, if applicants are permitted to file separate

briefs, then all other parties should be permitted to file longer

briefs. We will allow CSX and NS to file separate, 50-page briefs. We

are unpersuaded that other parties should be permitted to file longer

briefs. Applicants will have only 50 pages to address arguments of

dozens of parties. Other parties should easily be able to respond to

several parties in the same number of pages or less. We therefore will

continue to restrict briefs to 50 pages, which we think will be more

than adequate for the parties succinctly to present their arguments.

Other dates. A number of parties request additional time to prepare

for oral argument (e.g., NITL requests to have 25 days to prepare for

oral argument; and ARU requests to have 60 days to prepare for oral

argument). Several parties urge that the Board should take more time

(e.g., at least 45 days) to consider briefs before the voting

conference and to take the time necessary to consider fully the overall

record. We will extend the schedule to allow parties to have 45 days

(Day F + 290), rather than 15 days, to prepare for oral argument (close

of record). The voting conference (at the Board's discretion) is

scheduled 5 days thereafter on Day F + 295, which will allow the Board

50 days, rather than 20 days, to consider the briefs. The date of

service of the final decision is scheduled 55 days thereafter on Day F

+ 350.

Discovery. The Society of Plastics raises concern that applicants

may burden parties with discovery requests before the filing of

comments, and proposes revised language for the procedural schedule. We

do not find it necessary to revise any language in the procedural

schedule. We will clarify, however, that discovery on parties filing

comments, protests, requests for conditions, and inconsistent and

responsive applications may begin on Day F + 120, or earlier if parties

mutually agree.

In accordance with our decision in STB Ex Parte No. 527 served on

October 1, 1996, and published in the Federal Register on October 8,

1996 (61 FR 52710), parties should not file any discovery requests or

materials with the Board unless they are attached as part of an

evidentiary submission, motions to compel, or responses thereto. The

Secretary's Office will otherwise reject them.

If the parties wish to engage in any discovery or establish any

discovery guidelines, they are directed to consult with Administrative

Law Judge Jacob Leventhal. Judge Leventhal is authorized to convene a

discovery conference, if necessary and as appropriate, in Washington,

DC, and to establish such discovery guidelines, if any, as he deems

appropriate. However, Judge Leventhal is not authorized to make

adjustments to, or to modify, the dates in the procedural schedule. We

believe the schedule as adopted allows sufficient time for meaningful

discovery. Any interlocutory appeal to a decision issued by Judge

Leventhal will be governed by the stringent standard of 49 CFR

1115.1(c): ``Such appeals are not favored; they will be granted only in

exceptional circumstances to correct a clear error of judgment or to

prevent manifest injustice.'' See Union Pacific Corporation, Union

Pacific Railroad Company and Missouri Pacific Railroad Company--

Control--Chicago and North Western Transportation Company and Chicago

and North Western Railway Company, Finance Docket No. 32133, Decision

No. 17, at 9 (ICC served July 11, 1994) (applying the ``stringent

standard'' of 49 CFR 1115.1(c) to an appeal of an interlocutory

decision issued by former Chief Administrative Law Judge Paul S.

Cross).

Deadlines applicable to appeals and replies. As in prior merger

proceedings, we think it appropriate to tighten the deadlines provided

by 49 CFR 1115.1(c). Accordingly, the provisions of the second sentence

of 49 CFR 1115.1(c) to the contrary notwithstanding, an appeal to a

decision issued by Judge Leventhal must be filed within 3 working days

of the date of his decision, and any response to any such appeal must

be filed within 3 working days thereafter. Likewise, any reply to any

procedural motion filed with the Board itself in the first instance

must also be filed within 3 working days of the date the motion is

filed.

Errata filings. The procedural schedule that we are adopting should

provide parties ample time to build a sufficient record for us to make

a reasoned decision in this proceeding. We do not intend to permit this

process to be marred by the filing of errata sheets significantly

altering the evidence and conclusions contained in earlier submissions,

as such filings may curtail the ability of parties to respond fully and

adequately to the record within the time frames we have established.

Merger-related abandonments. As indicated in Decision No. 7, the

procedural schedule applicable to merger-related abandonments will be

as follows: (1) All merger-related abandonment proposals (which may be

filed as applications, petitions, and/or notices) are to be filed, with

any and all supporting documentation, simultaneously with the primary

application; and (2) if the primary application is complete, we shall

publish in the Federal Register, by Day F + 30, notice of the

acceptance of the

[[Page 29391]]

primary application as well as notice of any merger-related abandonment

proposals. Thereafter, with respect to each merger-related abandonment

proposal: (3) interested parties must file notifications of intent to

participate in the proceeding by Day F + 45; (4) interested parties

must file opposition submissions, requests for public use conditions,

and/or Trails Act requests by Day F + 120; (5) applicants may file

rebuttal in support of their abandonment proposals, and/or responses to

any requests for public use conditions and Trails Act requests, by Day

F + 175; (6) as with the primary application and all related matters,

briefs shall be due by Day F + 245, oral argument will be held on Day F

+ 290, and a voting conference will be held, at the Board's discretion,

on Day F + 295; and (7) if, in the final decision served on Day F +

350, we approve the primary application, we shall also address, in that

final decision, each of the abandonment proposals, and all matters

(including requests for public use conditions and Trails Act requests)

relative thereto; and if we either approve or exempt any of the

abandonment proposals, we shall allow interested parties to file, no

later than 10 days after the date of service of the final decision,

offers of financial assistance with respect to any approved or exempted

abandonments.

This action will not significantly affect either the quality of the

human environment or the conservation of energy resources.

Decided: May 22, 1997.

By the Board, Chairman Morgan and Vice Chairman Owen.

Vernon A. Williams,

Secretary.

Final Procedural Schedule

F -30 Preliminary Environmental Report, including supporting documents

due.

F Primary application & related applications, petitions, and notices

filed. (Environmental Report, including all supporting documents due.)

F +30 Federal Register publication of: Notice of acceptance of primary

application and related applications, petitions, and notices; and

notice(s) of any merger-related abandonment applications, petitions,

and notices of exemption.

F +45 Notification of intent to participate in proceeding due.

F +60 Description of anticipated inconsistent and responsive

applications due; petitions for waiver or clarification due with

respect to such applications.

F +100 Responsive Environmental Report and Environmental Verified

Statements for inconsistent and responsive applicants due.

F +120 Inconsistent and responsive applications due. All comments,

protests, requests for conditions, and any other opposition evidence

and argument due. Comments by U.S. Department of Justice and U.S.

Department of Transportation due. With respect to all merger-related

abandonments: opposition submission, requests for public use

conditions, and Trails Act requests due.

F +150 Notice of acceptance (if required) of inconsistent and

responsive applications published in the Federal Register.

F +175 Response to inconsistent and responsive applications due.

Response to comments, protests, requested conditions, and other

opposition arguments and evidence due. Rebuttal in support of primary

application and related applications, petitions, and notices due. With

respect to all merger-related abandonments: rebuttal due; and responses

to requests for public use and Trails Act conditions due.

F +205 Rebuttal in support of inconsistent and responsive applications

due.

F +245 Briefs due, all parties (not to exceed 50 pages).

F +290 Oral argument (close of record).

F +295 Voting conference (at Board's discretion).

F +350 Date of service of final decision.

With respect to any approved or exempted abandonments: Offers of

financial assistance may be filed no later than 10 days after the date

of service of the final decision.

Notes: Immediately upon each evidentiary filing, the filing

party will place all documents relevant to the filing (other than

documents that are privileged or otherwise protected from discovery)

in a depository open to all parties, and will make its witnesses

available for discovery depositions. Access to documents, subject to

protective order, will be appropriately restricted. Parties seeking

discovery depositions may proceed by agreement. Discovery on

responsive and inconsistent applications will begin immediately upon

their filing. The Administrative Law Judge assigned to this

proceeding will have the authority initially to resolve any

discovery disputes.

[FR Doc. 97-14172 Filed 5-29-97; 8:45 am]

BILLING CODE 4915-00-P