CSX Corporation and CSX Transportation, Inc., Norfolk Southern Corporation and Norfolk Southern Railway CompanyControl and Operating Leases/Agreements Conrail Inc. and Consolidated Rail Corporation

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 33388]

CSX Corporation and CSX Transportation, Inc., Norfolk Southern

Corporation and Norfolk Southern Railway Company--Control and Operating

Leases/Agreements-- Conrail Inc. and Consolidated Rail Corporation

AGENCY: Surface Transportation Board, DOT.

ACTION: Decision No. 12; Notice of Acceptance of Primary Application

and Related Filings; Notice of Related Abandonments Proposed By

Applicants.1

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\1\ This decision covers: (i) the primary application, which was

filed in the STB Finance Docket No. 33388 lead docket; and (ii) the

39 related filings (1 application, 16 petitions, and 22 notices),

which were filed in the 40 embraced dockets listed in Appendix A

(one related filing, respecting the proposed abandonment in Edgar

and Vermilion Counties, IL, was filed in two dockets).

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SUMMARY: The Board is accepting for consideration the primary

application and related filings filed June 23, 1997, by CSX Corporation

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

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

Consolidated Rail Corporation (CRC).2 The primary

application seeks Board approval and authorization under 49 U.S.C.

11321-25 for: (1) the acquisition by CSX and NS of control of Conrail;

and (2) the division of the assets of Conrail by and between CSX and

NS. The related filings, which include (among other things) two

abandonment petitions and three abandonment notices, seek related

relief contingent upon approval of the primary application.

\2\ CSXC and CSXT, and their wholly owned subsidiaries, are

referred to collectively as CSX. NSC and NSR, and their wholly owned

subsidiaries, are referred to collectively as NS. CRR and CRC, and

their wholly owned subsidiaries, are referred to collectively as

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

applicants.

DATES: The effective date of this decision is July 23, 1997. Any person

who wishes to participate in this proceeding as a party of record must

file, no later than August 7, 1997, a notice of intent to participate.

Descriptions of responsive (including inconsistent) applications, and

petitions for waiver or clarification regarding those applications,

must be filed by August 22, 1997. Responsive (including inconsistent)

applications, written comments (including comments of the U.S.

Secretary of Transportation and the U.S. Attorney General), protests,

requests for conditions, and any other opposition evidence and argument

must be filed by October 21, 1997. For further information respecting

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dates, see Appendix B.

ADDRESSES: An original and 25 copies of all documents must be sent to

the Surface Transportation Board, Office of the Secretary, Case Control

Unit, ATTN.: STB Finance Docket No. 33388, 1925 K Street, N.W.,

Washington, DC 20423-0001.3

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\3\ 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) will not be considered formal filings

and are not encouraged because they will result in unnecessarily

burdensome, duplicative processing in what we expect to become a

voluminous record.

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In addition to submitting an original and 25 paper copies of each

document filed with the Board, parties are also requested to submit one

electronic copy of each such document. Further details respecting such

electronic submissions are provided below.

Furthermore, one copy of each document filed in this proceeding

must be sent to Administrative Law Judge Jacob Leventhal, Federal

Energy Regulatory Commission, 888 First Street, N.E., Suite 11F,

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

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

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

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

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

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

Street, N.W., Washington, DC 20036.

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

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

SUPPLEMENTARY INFORMATION: The transaction for which approval is sought

in the primary application involves: the purchase by CSX and NS, by and

through their subsidiaries, of all of the stock of CRR; the operation

or use of some of Conrail's lines and assets by CSX and NS separately;

and the operation or use of the remainder of Conrail's lines and assets

by CSX and NS jointly.

The Applicants

CSX operates approximately 18,504 route miles and 31,961 track

miles of railroad in 20 states east of the Mississippi River and in

Ontario, Canada. Of that total, approximately 1,607 miles are operated

under trackage rights while the remaining mileage is either owned by

CSX or operated by CSX under contract or lease. CSX has principal

routes to, and serves, virtually every major metropolitan area east of

the Mississippi River, from Chicago, IL, St. Louis, MO, Memphis, TN,

and New Orleans, LA, on the West to Miami, FL, Jacksonville, FL,

Charleston, SC, Norfolk, VA, Washington, D.C., and Philadelphia, PA, on

the East. Other major metropolitan areas served by CSX include Atlanta,

GA, Nashville, TN, Cincinnati, OH, Detroit, MI, Pittsburgh, PA,

Baltimore, MD, Charlotte, NC, Birmingham, AL, and Louisville, KY. CSX

interchanges traffic with other railroads at virtually all of the

aforementioned locations and at numerous other points on its railroad

system.

NS operates approximately 14,282 route miles and 25,236 track miles

of railroad in 20 states, primarily in the South and the Midwest, and

in Ontario, Canada. Of that total, approximately 1,520 miles are

operated under trackage rights while the remaining mileage is either

owned by NS or operated by NS under contract or lease. NS has routes

to, and serves, virtually every major market in an area that stretches

from Kansas City, MO, in the Midwest to Norfolk, VA, in the East, to

Chicago, IL, and Buffalo, NY, in the North, and to New Orleans, LA, and

Jacksonville, FL, in the South. These markets include Memphis,

Chattanooga and Knoxville, TN; St. Louis, MO; Fort Wayne, IN; Detroit,

MI; Toledo, Cincinnati, Columbus, and Cleveland, OH; Louisville and

Lexington, KY; Bluefield, WV; Alexandria, Roanoke, Lynchburg, and

Richmond, VA; Winston-Salem, Raleigh, Durham, Charlotte, and Morehead

City, NC; Greenville, Spartanburg, Columbia, and Charleston, SC;

Atlanta, Macon, Valdosta, and Savannah, GA; Bessemer, Birmingham,

Montgomery, and Mobile, AL; Des Moines, IA; and Peoria, Springfield,

and Decatur, IL. NS interchanges traffic with other railroads at

virtually all of the locations mentioned above and at numerous other

locations on its railroad system.

Conrail operates approximately 10,500 miles of railroad in the

Northeast and Midwest, and its primary network

[[Page 39578]]

forms an ``X'' connecting Chicago (via the Chicago Line) and East St.

Louis (via the St. Louis and Indianapolis Lines) in the West, with

Boston, MA, New York, NY, and Northern New Jersey (via the Chicago Line

and other main lines), and with Pittsburgh, Harrisburg, PA,

Philadelphia, Baltimore, and Washington, DC (via the Pittsburgh Line

and other main lines) in the East. The ``hub'' of the ``X'' is located

in, and about, Cleveland, OH.

Conrail's Chicago Line extends between Chicago and the Albany, NY,

area and connects there (through the Selkirk Branch) with the River

Line (serving North Jersey via the west shore of the Hudson River), the

Hudson Line (through which Conrail reaches New York City and Long

Island), and the Boston Line (which extends to Boston and via which

Conrail serves New England). Other important routes contiguous to the

Chicago Line include the Detroit Line (between Detroit and a connection

with the Chicago Line at Toledo), the Michigan Line (the portion

between Detroit and Kalamazoo), and the Kalamazoo Secondary and Branch

(between Kalamazoo, MI, and Elkhart, IN, on the Chicago Line), the

Montreal Secondary (between Syracuse, NY, and Adirondack Junction,

Quebec), and the Southern Tier (between Buffalo, NY, and Croxton, NJ).

Conrail's St. Louis Line extends between East St. Louis, IL, and

Indianapolis, IN, connecting there with the Indianapolis Line which, in

turn, extends between Indianapolis and the Cleveland area (connection

with the Chicago Line). Conrail's Cincinnati Line (between Cincinnati

and Columbus, OH) and its Columbus Line (between Columbus and Galion,

OH, on the Indianapolis Line) and the Scottslawn Secondary Track

(between Columbus and Ridgeway, OH, on the Indianapolis Line) all

accommodate traffic flows between other parts of the Conrail system and

Cincinnati, Columbus and/or Conrail points served via the West Virginia

Secondary Track between Columbus and the Kanawha Valley of West

Virginia.

Conrail's principal interchange points are in Chicago, East St.

Louis and Salem, IL, via Union Pacific Railroad Company (UPRR) trackage

rights between Salem and St. Elmo on the St. Louis Line; Streator, IL;

Cincinnati; Hagerstown, MD; and Washington, D.C. Other important

interchange points include Effingham, IL; Fort Wayne, IN; Toledo and

Columbus, OH; Buffalo and Niagara Falls, NY; Montreal, Quebec;

Rotterdam Junction, NY; and Worcester (including Barbers), MA.

The Proposed Transaction

The transaction for which approval is sought in the primary

application involves the joint acquisition of control by CSX and NS of

CRR and its subsidiaries (the Control Transaction), and the division

between CSX and NS of the operation and use of Conrail's assets (the

Division). The Control Transaction and the Division are governed

principally by an agreement (the Transaction Agreement) dated as of

June 10, 1997, between CSXC, CSXT, NSC, NSR, CRR, CRC, and CRR Holdings

LLC (CRR Holdings, a recently created limited liability company jointly

owned by CSXC and NSC). See CSX/NS-25, Volumes 8B & 8C (the Transaction

Agreement, including various schedules and exhibits). The Control

Transaction and the Division are also governed by a letter agreement

(the CSX/NS Letter Agreement) dated as of April 8, 1997, between CSXC

and NSC, but only to the extent such CSX/NS Letter Agreement has not

been superseded either by the Transaction Agreement or by the agreement

(the CRR Holdings Agreement) that governs CRR Holdings. See CSX/NS-25,

Volume 8A at 350-99 (the CSX/NS Letter Agreement) and at 400-36 (the

CRR Holdings Agreement).

Acquisition of Control of Conrail

CSX and NS have already acquired 100% of the common stock of CRR in

a series of transactions that included a CSX tender offer that was

consummated on November 20, 1996, a NS tender offer that was

consummated on February 4, 1997, a joint CSX/NS tender offer that was

consummated on May 23, 1997, and a merger that was consummated on June

2, 1997. In the aftermath of this series of transactions: CRC remains a

direct wholly owned subsidiary of CRR; CRR has become a direct wholly

owned subsidiary of Green Acquisition Corp. (Tender Sub); Tender Sub is

now a direct wholly owned subsidiary of CRR Holdings; and CRR Holdings

is jointly owned by CSXC and NSC (CSXC holds a direct 50% voting

interest and a 42% equity interest in CRR Holdings; NSC holds a direct

50% voting interest and a 58% equity interest in CRR Holdings). The

merger that was consummated on June 2, 1997 (the Merger), involved the

merger of Green Merger Corp. (Merger Sub, a direct wholly owned

subsidiary of Tender Sub) into CRR, with CRR being the surviving

corporation; and, in connection with the Merger: (i) Each remaining

outstanding share of CRR common stock not held by CSX, NS, or their

affiliates was converted into the right to receive $115 in cash,

without interest; and (ii) the shares of Merger Sub, all of which were

then owned by Tender Sub, were converted into 100 newly issued shares

of CRR, all of which were placed into a voting trust (the CSX/NS Voting

Trust) to prevent CSXC and NSC, and their respective affiliates, from

exercising control of CRC and its carrier subsidiaries pending review

by the Board of the primary application. See CSX/NS-25, Volume 8A at

323-49 (the agreement that governs the CSX/NS Voting Trust).

At the present time, the affairs of CRR and CRC are under the

control of their independent boards of directors. The Transaction

Agreement provides that, following the effective date of the Board's

approval of the primary application (the Control Date), CRR and CRC

will each be managed by a board of directors consisting of six

directors divided into two classes, each class having three directors.

On each board, CSXC will have the right to designate three directors

and NSC will likewise have the right to designate three directors; and

actions that require the approval of either board will require approval

both by a majority of the directors on that board designated by CSX and

by a majority of the directors on that board designated by NS.

Division of Conrail

The Transaction Agreement provides that, if the primary application

is approved, the division of the operation and use of Conrail's assets

will be effected on the Closing Date, which is defined as the third

business day following the date on which certain conditions precedent

(including the effectiveness of a final Board order and, where

necessary, sufficient labor implementing agreements) shall have been

satisfied or waived, or such other date as may be agreed upon. See CSX/

NS-18 at 11; CSX/NS-25, Volume 8B at 45. It is anticipated that, during

the period beginning on the Control Date and ending on the Closing

Date, CSX and NS will exercise joint control of Conrail as a separately

functioning rail system.

Formation of NYC and PRR

To effect the Division, CRC will form two wholly owned subsidiaries

(referred to collectively as the Subsidiaries): New York Central Lines

LLC (NYC) and Pennsylvania Lines LLC (PRR). CSXC will have exclusive

authority to appoint the officers and directors of NYC; NSC will

likewise have exclusive authority to appoint the officers and directors

of PRR; and CRC, as the sole member of the Subsidiaries, will (with

certain exceptions) follow CSXC's and NSC's

[[Page 39579]]

directions with respect to the management and operation of NYC and PRR,

respectively.

Allocation of Conrail Assets and Liabilities

On the date of the Division, CRC will assign to NYC and PRR certain

of CRC's assets. NYC will be assigned those CRC assets designated to be

operated as part of CSX's rail system (the NYC-Allocated Assets), and

PRR will be assigned those CRC assets designated to be operated as part

of NS's rail system (the PRR-Allocated Assets). These assets will

include, among other things, certain lines and facilities currently

operated by CRC, whether owned by CRC or operated by CRC under trackage

rights. Certain additional assets (referred to as the Retained Assets)

will continue to be held by CRR and CRC (or their subsidiaries other

than NYC and PRR) and will be operated by them for the benefit of CSX

and NS. In addition, on the date of the Division: the former Conrail

line now owned by NS that runs from Fort Wayne, IN, to Chicago, IL (the

Fort Wayne Line), will be transferred to CRC in a like-kind exchange

for CRC's Chicago South/Illinois Lines (the Streator Line); and CRC

will assign the Fort Wayne line to NYC, to be operated together with

the other Conrail lines to be assigned to NYC and used by CSX as part

of CSX's rail system.

Assets Allocated to NYC. The NYC-Allocated Assets will include the

following primary routes currently operated by Conrail (routes over

which Conrail operates pursuant to trackage rights are designated

``TR''):

(1) NY/NJ Area to Cleveland (New York Central Railroad route),

including: (a) Line segments from North NJ Terminal to Albany

(Selkirk), (b) Albany to Poughkeepsie, NY, (c) Poughkeepsie to New York

City (TR), (d) New York City to White Plains (TR), (e) Albany to

Cleveland via Syracuse, Buffalo and Ashtabula, OH, (f) Boston to

Albany, (g) Syracuse to Adirondack Jct., PQ, (h) Adirondack Jct. to

Montreal (TR), (i) Woodard, NY, to Oswego, NY, (j) Syracuse to Hawk,

NY, (k) Hawk to Port of Oswego (TR), (l) Buffalo Terminal to Niagara

Falls/Lockport, (m) Lockport to West Somerset (TR), (n) Syracuse to

NYSW/FL connections, NY, (o) Albany/Boston Line to Massachusetts branch

lines, (p) Albany/Boston Line to Massachusetts branch lines (TR), (q)

New York City to Connecticut branch lines (TR), (r) Connecticut branch

lines (TR), (s) Connecticut Branch lines, (t) Churchville, NY, to

Wayneport, NY, (u) Mortimer, NY, to Avon, NY, and (v) Rochester Branch,

NY;

(2) Crestline, OH, to Chicago (Pennsylvania Railroad route),

including: (a) Crestline to Dunkirk, OH, (b) Dunkirk to Ft. Wayne, IN,

(c) Ft. Wayne to Warsaw, IN, (d) Warsaw to Chicago Terminal (Clarke

Jct.), IN, and (e) Adams, IN, to Decatur, IN;

(3) Berea to E. St. Louis, including: (a) Cleveland Terminal to

Crestline, (b) Crestline to E. St. Louis via Galion, OH, Ridgeway, OH,

Indianapolis, IN, Terre Haute, IN, Effingham, IL, and St. Elmo, IL, (c)

Anderson, IN, to Emporia, IN, (d) Columbus to Galion, (e) Terre Haute

to Danville, IL, (f) Danville to Olin, IN, (g) Indianapolis to Rock

Island, IN, (h) Indianapolis to Crawfordsville, (i) Indianapolis to

Shelbyville, IN, (j) HN Cabin, IL, to Valley Jct., IL, (k) St. Elmo to

Salem, IL (TR), (l) Muncie (Walnut Street), IN, to New Castle RT, IN

(TR), and (m) New Castle RT, IN;

(4) Columbus to Toledo, including: (a) Columbus to Toledo via

Ridgeway, (b) Toledo Terminal to Woodville, and (c) Toledo Terminal to

Stonyridge, OH;

(5) Bowie to Woodzell, MD, including: (a) Bowie to Morgantown, and

(b) Brandywine to Chalk Point;

(6) NY/NJ to Philadelphia (West Trenton Line), including:

Philadelphia to North NJ Terminal;

(7) Washington, D.C., to Landover, MD;

(8) Quakertown Branch, line segment from Philadelphia Terminal to

Quakertown, PA (TR), and

(9) Chicago Area, line segment from Porter, IN, to the westernmost

point of Conrail ownership in Indiana.

Along with these lines, CSXT will operate certain yards and shops,

as well as the Conrail Philadelphia Headquarters and Philadelphia area

information technology facilities.

Assets Allocated to PRR. The PRR-Allocated Assets will include the

following primary routes currently operated by Conrail (routes over

which Conrail operates pursuant to trackage rights are designated

``TR''):

(1) NJ Terminal to Crestline (Pennsylvania Railroad route),

including: (a) North NJ Terminal to Allentown, PA, via Somerville, NJ,

(b) Little Falls, NJ, to Dover, NJ (TR), (c) Orange, NJ, to Denville,

NJ (TR), (d) Dover to Rockport (TR), (e) Rockport to E. Stroudsburg via

Phillipsburg, NJ, (f) Allentown Terminal, (g) Orange to NJ Terminal

(TR), (h) NJ Terminal to Little Falls (TR), (i) Bound Brook to Ludlow,

NJ (TR), (j) Allentown, PA, to Harrisburg via Reading, (k) Harrisburg

Terminal, (l) Harrisburg to Pittsburgh, (m) Conemaugh Line via

Saltsburg, PA, (n) Pittsburgh to W. Brownsville, PA, (o) Central City,

PA, to South Fork, PA, (p) Pittsburgh Terminal, (q) Monongahela, PA, to

Marianna, PA, (r) Pittsburgh to Alliance, OH, via Salem, (s) Beaver

Falls, PA, to Wampum, PA, (t) Alliance to Cleveland Terminal, (u)

Mantua, OH, to Cleveland Terminal, (v) Alliance to Crestline, (w)

Alliance to Omal, OH, (x) Rochester, PA, to Yellow Creek, OH, (y) E.

Steubenville, WV, to Weirton, WV, (z) Steubenville Branches Bridge, OH,

(aa) Pittsburgh Branches, (bb) Ashtabula to Youngstown, OH, (cc)

Ashtabula Harbor to Ashtabula, (dd) Niles, OH, to Latimer, OH, (ee)

Alliance, OH, to Youngstown, (ff) Youngstown to Rochester, (gg)

Allentown to Hazelton, PA, (hh) CP Harris, PA, to Cloe, PA (TR), (ii)

Cloe to Shelocta, PA, (jj) Tyrone, PA, to Lock Haven, PA (TR), (kk)

Creekside, PA, to Homer City, PA, (ll) Monongahela Railroad, (mm)

portion of Kinsman Connection in Cleveland, (nn) portion of 44 Ind.

Track including: Dock 20 Lead, and (oo) Gem Ind. Track-Lordstown, OH;

(2) Cleveland to Chicago (New York Central Railroad route),

including: (a) Cleveland Terminal to Toledo Terminal, (b) Elyria, OH,

to Lorain, OH, (c) Toledo Terminal to Sylvania, OH, (d) Toledo Terminal

to Goshen, IN, (e) Elkhart, IN, to Goshen, and (f) Elkhart to Porter,

IN;

(3) Philadelphia to Washington (Amtrak's Northeast Corridor,

referred to as NEC), including: (a) Philadelphia Terminal to

Perryville, MD (TR), (b) Wilmington Terminal, DE, (c) Perryville to

Baltimore (TR), (d) Baltimore Terminal, (e) Baltimore Bay View to

Landover, MD (TR), (f) Baltimore to Cockeysville, MD, (g) Pocomoke, MD,

to New Castle Jct., DE, (h) Harrington, DE, to Frankford/Indian River,

DE, (i) Newark, DE, to Porter, DE, (j) Claremont R.T., (k) Loneys Lane

Lead, and (l) Grays Yard (TR);

(4) Michigan Operations (excluding the Detroit Shared Assets Area),

including: (a) Toledo Terminal to Detroit Terminal, (b) Detroit

Terminal to Jackson, MI, (c) Jackson to Kalamazoo, MI, (d) Kalamazoo to

Elkhart, IN, (e) Jackson to Lansing, MI, (f) Kalamazoo to Grand Rapids,

(g) Kalamazoo to Porter, IN (TR), (h) Kalamazoo Ind. Track, and (i)

Comstock Ind. Track;

(5) Eastern Pennsylvania lines, including (a) Philadelphia Terminal

to Reading, (b) Reading Terminal, (c) Thorndale, PA, to Woodbourne, PA,

(d) Leola/Chesterbrook, PA, lines, (e) Philadelphia Terminal to

Lancaster, PA (TR), (f) Lancaster to Royalton, PA (TR), (g) Lancaster

to Lititz/Columbia, PA, (h) portion of Stoney Creek Branch, (i) West

Falls Yard, and (j) Venice Ind. Track;

(6) Indiana lines, including (a) Anderson to Goshen via Warsaw, (b)

Marion to Red Key, IN, and (c) Lafayette Ind. Track;

[[Page 39580]]

(7) Buffalo to NY/NJ Terminal, including (a) NJ/NY Jct. to Suffern,

NY (TR), (b) Suffern to Port Jervis, NY, (c) Port Jervis to Binghamton,

(d) Binghamton to Waverly, (e) NJ/NY Jct. to Spring Valley, NY (TR),

(f) Paterson Jct., NJ, to Ridgewood, NJ (TR), (g) Waverly to Buffalo,

(h) Waverly to Mehoopany, PA, (i) Sayre, PA, to Ludlowville, NY, (j)

Lyons, NY, to Himrods Jct., NY, (k) Corning, NY, to Himrods Jct., NY,

(l) North Jersey Terminal to Paterson Jct., NJ (TR), (m) Paterson Jct.

to North Newark, NJ, and (n) NJ/NY Jct. to North Jersey Terminal (TR);

(8) Buffalo to Harrisburg and South, including (a) Perryville, MD,

to Harrisburg, PA, (b) Carlisle, PA, to Harrisburg, (c) Wago, PA, to

York (area), PA, (d) Harrisburg to Shocks, PA, (e) Williamsport, MD, to

Buffalo via Harrisburg, PA, (f) Watsontown, PA, to Strawberry Ridge,

PA, (g) Ebenezer Jct., NY, to Lackawanna, NY, (h) Hornell, NY, to

Corry, PA, (i) Corry to Erie, PA (TR), and (j) Youngstown to Oil City,

PA;

(9) Cincinnati to Columbus to Charleston, WV, including (a)

Columbus to Cincinnati, (b) Cincinnati Terminal, (c) Columbus Terminal

to Truro, OH, (d) Truro to Charleston, WV, (e) Charleston to Cornelia,

WV, and (f) Charleston to Morris Fork, WV;

(10) Chicago South/Illinois operations, including (a) Osborne, IN,

to Chicago Heights, IL, via Hartsdale, (b) Hartsdale to Schneider, IN,

(c) Schneider to Hennepin, IL, (d) Keensburg, IL, to Carol, IL, and (e)

Schneider to Wheatfield, IN; and

(11) Chicago Market, including (a) Western Ave. Operations/Loop to

Cicero/Elsdon, IL, (b) Chicago to Porter, IN, (c) Clarke Jct., IN, to

CP 501, IN, (d) CP 509 to Calumet Park, IL, (e) Western Ave. Ind.

Track, (f) Old Western Ave. Ind. Track, (g) North Joint Tracks, (h)

Elevator Lead & Tri-River Dock, (i) CR&I Branch, (j) 49th Street Ind.

Track, (k) 75th Street to 51st Street (TR), (l) Port of Indiana, IN,

and (m) CP 502, IN, to Osborne, IN.

Along with these lines, the abandoned Conrail line from Danville to

Schneider, IL, will also be a PRR-Allocated Asset.

Allocated Assets: Other Aspects. Certain equipment will be included

in the NYC-Allocated Assets and the PRR-Allocated Assets and will be

made available to CSXT and NSR pursuant to a CSXT Equipment Agreement

and a NSR Equipment Agreement, respectively. Much of the locomotive

equipment and rolling stock equipment, however, will not be included in

the NYC-and PRR-Allocated Assets but will be included, instead, in the

Retained Assets (discussed below), and will be leased by CRC or its

affiliates to NYC or PRR pursuant to equipment agreements to be

negotiated by the parties.

CRC currently holds certain trackage rights over CSXT and NSR. In

general (though there are exceptions), CRC will assign the trackage

rights that it holds over CSXT to PRR (to be operated by NSR), and it

will assign the trackage rights that it holds over NSR to NYC (to be

operated by CSXT).

The shares currently owned by Conrail in TTX Company (TTX, formerly

known as Trailer Train) will be allocated to NYC and PRR. Applicants'

current ownership interest in TTX is: CSX, 9.345%; NS, 7.788%; CRC,

21.807%. Following approval of the primary application, the ownership

of TTX by applicants and their subsidiaries will be as follows: CSX,

9.345%; NYC, 10.125%; NS, 7.788%; PRR, 11.682%.

Conrail's 50% interest in Triple Crown Services Company will be

allocated to PRR.

Certain additional special treatments are provided in particular

areas within the allocated assets. A description of the areas in which

special arrangements are made is set forth below under the caption

``Other Areas with Special Treatments.'' 4

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\4\ The Transaction Agreement also contemplates that certain CRC

facilities currently used for the benefit of the entire Conrail

system: will be operated, during a transition period following the

Closing Date, for the joint benefit of CSX and NS; and will be

operated, after such transition period, for the party to whom they

have been allocated. See CSX/NS-18 at 11 (lines 14-18) and 12 (line

1 & n.3).

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Applicants indicate that they have taken steps to ensure that all

of the existing contractual commitments of Conrail to its shippers will

be fulfilled. The Transaction Agreement provides that all

transportation contracts of CRC in effect as of the Closing Date

(referred to as Existing Transportation Contracts) will remain in

effect through their respective stated terms and will be allocated as

NYC-Allocated Assets and PRR-Allocated Assets, and that the obligations

under them shall be carried out after the Closing Date by CSXT,

utilizing NYC-Allocated Assets, and by NSR, using PRR-Allocated Assets,

or pursuant to the Shared Assets Areas Agreements, as the case may be.

The Transaction Agreement further provides, with respect to the

Existing Transportation Contracts: that CSXT and NSR will allocate the

responsibilities to serve customers under these contracts; and that

CSXT and NSR shall cooperate as necessary to assure shippers under

these contracts all benefits, such as volume pricing, volume refunds,

and the like, to which they are contractually entitled.

Retained Assets. The Retained Assets include assets contained

within three Shared Assets Areas (the Detroit Shared Assets Area, the

North Jersey Shared Assets Area, and the South Jersey/Philadelphia

Shared Assets Area) that are more fully described below.

The Retained Assets also include Conrail's System Support

Operations (SSO) facilities, including equipment and other assets

associated with such facilities, currently used by Conrail to provide

support functions benefitting its system as a whole, including

Conrail's: (1) customer service center in Pittsburgh, PA; (2) crew

management facility in Dearborn, MI; (3) system maintenance-of-way

equipment center in Canton, OH; (4) signal repair center in Columbus,

OH; (5) system freight claims facility in Buffalo, NY; (6) system non-

revenue billing facility at Bethlehem, PA; (7) system rail welding

plant at Lucknow (Harrisburg), PA; (8) system road foreman/engineer

training center at Philadelphia and Conway, PA; (9) police operations

center at Mt. Laurel, NJ; (10) the Philadelphia Division headquarters

building and offices located at Mount Laurel, NJ; and (11) other SSO

facilities identified by CSX and NS prior to the Closing Date. Each SSO

Facility will be operated by Conrail for the benefit of CSXT/NYC and

NSR/PRR, and the costs of operating each SSO Facility will be retained

by Conrail as ``Corporate Level Liabilities'' and will be shared

between CSX and NS.5

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\5\ At least some of the SSO Facilities will apparently be

operated for the joint benefit of CSX and NS ``for a short period''

only. See CSX/NS-18 at 12 (lines 2-5).

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

Liabilities. In general: NYC will assume all liabilities arising on

or after the Closing Date that relate predominantly to the NYC-

Allocated Assets; PRR will assume all such liabilities that relate

predominantly to the PRR-Allocated Assets; CRC will be responsible for

all such liabilities that do not relate predominantly to the NYC-or

PRR-Allocated Assets; and CRC will also be responsible for certain

liabilities arising prior to the Closing Date.

Separation Costs (as defined in the Transaction Agreement, see CSX/

NS-25, Volume 8B at 20) incurred following the Control Date in

connection with Conrail agreement employees now working jobs at or in

respect of NYC-Allocated Assets will be the sole responsibility of CSX,

while Separation Costs incurred in connection with Conrail agreement

employees now

[[Page 39581]]

working jobs at or in respect of PRR-Allocated Assets will be the sole

responsibility of NS. Separation Costs incurred in connection with

Conrail agreement employees working jobs at or in respect of Retained

Assets will be shared by CSX and NS. Separation Costs incurred

following the Control Date for Conrail agreement employees at Conrail's

Altoona and Hollidaysburg shops will be the responsibility of NS, and

Separation Costs incurred following the Control Date in connection with

agreement employees at Conrail's Philadelphia headquarters and

technology center and Conrail's Pittsburgh customer service center will

be the responsibility of CSX. Separation Costs for eligible Conrail

non-agreement employees will be shared by CSX and NS.

After the Closing Date, compensation and other expenses (excluding

Separation Costs) for agreement employees (other than certain Conrail

employees performing general and administrative functions) working jobs

at or in respect of NYC-Allocated Assets will be the sole

responsibility of CSX, while such expenses for such agreement employees

working jobs at or in respect of PRR-Allocated Assets will be the sole

responsibility of NS.

Operation of Assets

Applicants indicate: that CSXT and NYC will enter into the CSXT

Operating Agreement, which provides for CSXT's use and operation of the

NYC-Allocated Assets; that NSR and PRR will enter into the NSR

Operating Agreement, which provides for NSR's use and operation of the

PRR-Allocated Assets; and that CRC, NYC, PRR, CSXT and/or NSR will

enter into Shared Assets Areas Operating Agreements, which provide for

the operation of certain Shared Assets Areas for the benefit of both

CSXT and NSR.

CSXT and NSR Operating Agreements. The CSXT Operating Agreement and

the NSR Operating Agreement (collectively, the Allocated Assets

Operating Agreements) provide that CSXT and NSR will each have the

right, for an initial term of 25 years, to use and operate, as part of

their respective systems, the NYC-Allocated Assets and the PRR-

Allocated Assets. Those agreements will require CSXT and NSR each to

bear the responsibility for and the cost of operating and maintaining

their respective Allocated Assets. CSXT and NSR will each receive for

its own benefit and in its own name all revenues and profits arising

from or associated with the operation of its Allocated Assets.

CSXT will pay NYC an operating fee based on the fair market rental

value of the NYC-Allocated Assets. NSR will similarly pay PRR an

operating fee based on the fair market rental value of the PRR-

Allocated Assets. CSXT and NSR will have the right to receive the

benefits of NYC and PRR, respectively, under any contract or agreement

included in the NYC-Allocated Assets or the PRR-Allocated Assets,

respectively, and, with the consent of NYC and PRR, respectively, to

modify or amend any such contract or agreement on behalf of NYC and

PRR.

CSXT and NSR will each have the right to renew its Allocated Assets

Operating Agreement for two additional terms of ten years each. The

Allocated Assets Operating Agreements contemplate that, upon

termination of the agreements, CSXT and NSR will be deemed to have

returned their Allocated Assets to NYC or PRR, subject to any

regulatory requirements.

Shared Assets Areas and Operating Agreements. Both CSXT and NSR

will be permitted to serve shipper facilities located within the three

Shared Assets Areas (North Jersey, South Jersey/Philadelphia, and

Detroit), which will be owned, operated, and maintained by CRC for the

exclusive benefit of CSX and NS. CSXT and NSR will enter into a Shared

Assets Area Operating Agreement with CRC in connection with each of the

Shared Assets Areas, and CRC will grant to CSXT and NSR the right to

operate their respective trains, with their own crews and equipment and

at their own expense, over any tracks included in the Shared Assets

Areas. CSXT and NSR will each have exclusive and independent authority

to establish all rates, charges, service terms, routes, and divisions,

and to collect all freight revenues, relating to freight traffic

transported for its account within the Shared Assets Areas. Other

carriers that previously had access to points within the Shared Assets

Areas will continue to have the same access as before.

(1) The North Jersey Shared Assets Area encompasses all northern

New Jersey trackage east of and including the NEC, and also: (a)

Certain line segments north of the NEC as it turns East to enter the

tunnel under the Hudson River, (b) the CRC Lehigh line west to Port

Reading Junction, (c) the rights of CRC on the New Jersey Transit

Raritan line, (d) the CRC Port Reading Secondary line west to Bound

Brook, (e) the CRC Perth Amboy Secondary line west to South Plainfield,

and (f) the NEC local service south to the Trenton area.

(2) The South Jersey/Philadelphia Shared Assets Area encompasses

all CRC ``Philadelphia'' stations and stations within the Philadelphia

City limits, industries located on the CRC Chester Industrial and

Chester Secondary tracks, all CRC trackage in Southern New Jersey,

CRC's rights on the NEC north from Zoo Tower in Philadelphia to

Trenton, NJ, and the Ameriport intermodal terminal and any replacement

of such terminal built substantially through public funding.

(3) The Detroit Shared Assets Area encompasses all CRC trackage and

access rights east of the CP-Townline (Michigan Line MP 7.4) and south

to and including Trenton (Detroit Line MP 20).6

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\6\ For a more complete description of the three Shared Assets

Areas, see CSX/NS-18 at 46-49 (and references there cited).

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Other Areas with Special Treatments. A number of other areas,

though not referred to as Shared Assets Areas, are nevertheless subject

to special arrangements that provide for a sharing of routes or

facilities to a certain extent.

(1) Monongahela Area: Although the CRC lines formerly a part of the

Monongahela Railway will be operated by NSR, CSXT will have equal

access for 25 years, subject to renewal, to all current and future

facilities located on or accessed from the former Monongahela Railway,

including the Waynesburg Southern.

(2) Chicago Area: Both CSXT and NSR will have access to CRC's

rights concerning access to and use of the Willow Springs Yard of The

Burlington Northern and Santa Fe Railway Company (BNSF); applicants

will enter into an agreement concerning their respective rights as

successors to Conrail and as parties controlling the controlling

shareholder in the Indiana Harbor Belt Railway (IHB), a 51%-owned

subsidiary of CRC (the stock of IHB will be a CRC-retained asset);

certain trackage rights of CRC over IHB will be assigned or made

available to NYC to be operated by CSXT or to PRR to be operated by

NSR; CSXT and NSR will enter into an agreement to permit each of them

to maintain current access and trackage rights enjoyed by them over

terminal railroads in the Chicago area; and CSX will be granted an

option, exercisable if CSXT and BNSF come under common control, to

purchase the Streator Line from Osborne, IN, to Streator, IL.

(3) Ashtabula Harbor Area: NSR will have the right to operate and

control CRC's Ashtabula Harbor facilities, with CSXT receiving use and

access, up to a proportion of the total ground storage, throughput, and

tonnage capacity of 42%.

[[Page 39582]]

(4) Buffalo Area: CSXT will operate Seneca Yard, and NSR will

receive access to yard tracks in that yard.

(5) Cleveland Area: CRC's switching yard at Collinwood will be

operated by CSXT and its Rockport Yard will be operated by NSR.

(6) Columbus, OH: NSR will operate CRC's Buckeye Hump Yard, and

CSXT will operate the former Local Yard and intermodal terminal at

Buckeye.

(7) Erie, PA: Norfolk and Western Railway Company (NW, a wholly

owned NSR subsidiary) will have a permanent easement and the right to

build a track on the easement along the CRC right of way through Erie,

PA, to be operated by CSXT. NW will have trackage rights in Erie to

connect its route from Corry to its existing Buffalo-Cleveland line if

such connection can be achieved without using the CRC Buffalo-Cleveland

line to be operated by CSXT.

(8) Fort Wayne, IN: CSX will operate the line between Fort Wayne

and Chicago, currently owned by NSR.

(9) Indianapolis, IN: NSR will have overhead trackage rights from

Lafayette and Muncie to Hawthorne Yard to serve, via CSXT switch,

shippers that presently receive service from two railroads.

(10) Toledo, OH: CRC's Stanley Yard will be operated by CSXT, and

its Airline Junction Yard will be operated by NSR.

(11) Washington, D.C.: CRC's Landover Line from Washington, D.C.,

to Landover, MD, will be allocated to NYC, and NSR will be given

overhead trackage rights.

(12) Allocation of Rights with Respect to Freight Operations Over

Amtrak's NEC: CRC's NEC overhead trackage rights north of New York

(Penn Station) will be assigned to NYC. Both NYC and PRR will have

overhead rights to operate trains between Washington, D.C., and New

York (Penn Station), subject to certain limitations. From Zoo Tower,

Philadelphia, to Penn Station, NY, CRC's NEC rights to serve local

customers will be part of the Retained Assets and CRC will assign those

rights to NYC and PRR, with NYC and PRR having equal access to all

local customers and facilities. Between Washington, D.C., and Zoo

Tower, Philadelphia, CRC's NEC rights to serve local customers will be

assigned to PRR. The right to serve local customers on the NEC north of

New York (Penn Station) will be assigned to NYC.7

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\7\ For a more complete description of the areas addressed here

under the heading ``Other Areas with Special Treatments,'' see CSX/

NS-18 at 49-54 (and references there cited).

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

Succession to Conrail Activities

Applicants intend that the Allocated Assets conveyed to NYC and PRR

will be operated for them by CSXT and NSR, respectively, and that both

the Allocated Assets conveyed to NYC and PRR as well as the Retained

Assets made available by CRC to CSXT or NSR or both will be enjoyed and

used by CSXT and NSR (subject to the terms of the governing agreements)

as if the carrier in question were itself CRC. Applicants similarly

intend that the Shared Assets Areas will be used, enjoyed, and operated

as fully by CSXT and NSR as if each of them were CRC.

The Continuing Conrail Activities

From the Closing Date forward, CSXT and NSR will be responsible for

all of the operating expenses and new liabilities attributable to the

assets which they are operating. It is expected, however, that most of

the pre-Closing Date liabilities of CRC, CRR, and their subsidiaries

will remain in place. It is contemplated that CRC will pay its pre-

Closing Date liabilities, including its debt obligations, out of

payments received, either directly or through NYC and PRR, from CSXT

and NSR in connection with the Allocated Assets and the Shared Assets

Areas. Applicants expect that such payments will be sufficient to

permit CRC and its subsidiaries (1) to cover their operating,

maintenance, and other expenses, (2) to pay all of their obligations as

they mature, (3) to provide dividends to CRR sufficient to permit it to

discharge its debts and obligations as they mature, and (4) to receive

a fair return for the operation, use, and enjoyment by CSXT and NSR of

the Allocated Assets and Shared Assets Areas. Applicants add, however,

that if for any reason these sources of funds to CRC and CRR prove

insufficient to permit them to pay and discharge their obligations, CSX

and NS have agreed that CRR Holdings shall provide the necessary funds,

which it will obtain from CSXC and NSC.

Applicants anticipate that, following the Division of Conrail,

approximately 350 employees will be employed by Conrail in the

Philadelphia area (where the headquarters of CRR and CRC are now

located). These employees will include Conrail employees managing and

operating trains for CSX and NS, the employees in the local Shared

Assets Area, and the management personnel for the continuing Conrail

functions. In addition, each of CSX and NS anticipates establishing a

regional headquarters-type function in Philadelphia at which an

undetermined number of additional personnel will be employed.

It is intended that, following the Division: CRC will not hold

itself out to the public as performing transportation services directly

and for its own account; CRC will not enter into any contract (other

than with CSXT or NSR) for the performance of transportation services;

and all transportation services performed by CRC will be performed as

agent or subcontractor of CSXT or NSR.

``2-to-1'' Situations

Applicants claim: that the division of Conrail proposed in the

primary application has enabled applicants to avoid, ``wherever

possible,'' situations where shippers will see their rail options

decline from two carriers to one; and that in ``virtually all of the

few'' 2-to-1 situations that the division proposed in the primary

application would otherwise have entailed, CSX and NS have agreed to

provide one another with trackage and/or haulage rights that will

permit the continuation of two rail carrier service. See CSX/NS-18 at

4. See also CSX/NS-18 at 74-75 (CSX will provide trackage or haulage

rights that will allow for alternative rail service to facilities that

otherwise would be, as a result of the transaction proposed in the

primary application, rail-served solely by CSX) and 80 (NS will provide

trackage or haulage rights that will allow for alternative rail service

to facilities that otherwise would be, as a result of the transaction

proposed in the primary application, rail-served solely by NS).

Labor Impact

Applicants have provided three Labor Impact Exhibits, each using a

different base line in calculating the impacts that the transactions

proposed in the primary application and the related filings will have

on rail carrier employees. See CSX/NS-26 (filed July 7, 1997), which:

(a) corrects the single Labor Impact Exhibit filed with the primary

application itself on June 23, 1997, see CSX/NS-18 at 24-25; CSX/NS-20,

Volume 3A at 485-546; and CSX/NS-20, Volume 3B at 493-526; and (b) adds

two additional Labor Impact Exhibits. See also Decision No. 7, served

May 30, 1997, slip op. at 8-9 (we required applicants to use the year

1995 as the base line for setting forth the impacts the proposed

transactions will have on rail carrier employees, but we added that

applicants, if they were so inclined, would be allowed to supplement

1995 data with data demonstrating employment reductions in 1996 and/or

1997).

[[Page 39583]]

Applicants' 1996/97 Labor Impact Exhibit projects, with respect to

both the CSX and NS expanded systems, that the proposed transactions

will result in the abolition of 3,090 jobs and the creation of 1,109

jobs (for a net loss of 1,981 jobs), and will also result in the

transfer of an additional 2,323 jobs. See CSX/NS-26, 1996/97 Exhibit at

13. The 1996/97 Exhibit is based on an April 1, 1997 nonagreement

employee count and a November 1996 agreement employee count.

Applicants' 1996 Labor Impact Exhibit projects, with respect to

both the CSX and NS expanded systems, that the proposed transactions

will result in the abolition of 3,822 jobs and the creation of 1,152

jobs (for a net loss of 2,670 jobs), and will also result in the

transfer of an additional 2,323 jobs. See CSX/NS-26, 1996 Exhibit at

16. The 1996 Exhibit is based on calendar year 1996 average monthly

employment levels. 8

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\8\ The 1996 Labor Impact Exhibit submitted with the CSX/NS-26

filing on July 7, 1997, is a slightly corrected version of the Labor

Impact Exhibit submitted with the primary application itself on June

23, 1997.

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

Applicants' 1995 Labor Impact Exhibit projects, with respect to

both the CSX and NS expanded systems, that the proposed transactions

will result in the abolition of 6,654 jobs and the creation of 1,699

jobs (for a net loss of 4,955 jobs), and will also result in the

transfer of an additional 2,288 jobs. See CSX/NS-26, 1995 Exhibit at

33. The 1995 Exhibit is based on calendar year 1995 average monthly

employment levels. But see CSX/NS-26, Peifer/Spenski V.S. at 1 n.1

(1995 data is incomplete).

Applicants emphasize that the projections contained in their Labor

Impact Exhibits are short term projections; applicants maintain that,

in the long term, the transactions proposed in the primary application

and the related filings will provide opportunities for rail

transportation growth and, therefore, new jobs. Applicants anticipate

that, if we approve the transactions proposed in the primary

application and the related filings, we will impose on such

transactions the standard labor protective conditions customarily

imposed on similar such transactions. See CSX/NS-18 at 25.

Relief Requested in the Primary Application

In the STB Finance Docket No. 33388 lead docket, applicants seek:

approval of the transaction proposed in the primary application (in

paragraph 1 below); approval of certain ``elements'' of that

transaction, referred to as Transaction Elements (in paragraphs 2, 3,

4, 5, 6, 7, 8, 9, 10, and 11 below); and a ``fairness determination''

respecting the terms under which CSX and NS have acquired all of the

common stock of CRR (in paragraph 12 below).

(1) Applicants seek approval and authorization, pursuant to 49

U.S.C. 11323 and 11324, of the acquisition by CSXC and NSC (each a

noncarrier corporation controlling one or more rail carriers) of joint

control of, and the power to exercise joint control over, CRR (also a

noncarrier corporation controlling one or more rail carriers). See 49

U.S.C. 11323(a)(5).9

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\9\ As applicants note, although joint control by CSXC and NSC

of Conrail as a separately functioning rail system will last only

until the Division is effected, such joint control, even though

transitory, requires approval and authorization under 49 U.S.C.

11323(a)(5). See CSX/NS-18 at 90 & n.14.

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(2) Applicants seek approval and authorization, pursuant to 49

U.S.C. 11323 and 11324, of the acquisition by NYC and PRR of, and of

the operation by CSXT and NSR over, the CRC lines and other assets,

including without limitation trackage and other rights, that will be

allocated to NYC and PRR, respectively. Applicants also ask that we

expressly provide that, pursuant to the sought approval and

authorization under 49 U.S.C. 11323 and 11324, and notwithstanding any

purported limitations on assignability, NYC and PRR each will have the

same right, title, and interest in the CRC lines and other assets

forming its part of the Allocated Assets as CRC itself now has,

including the power to pass the use and enjoyment of those lines and

other assets to CSXT and NSR.10

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\10\ The CRC lines and other assets to be allocated to NYC and

PRR include both: (i) those owned by CRC; and also (ii) those not

owned by CRC but operated by CRC under leases, trackage rights, and

similar arrangements (such arrangements are hereinafter referred to

as ``Trackage Agreements''). Because applicants are concerned that

CRC's interests under some of these Trackage Agreements may be

subject to limitations on assignability, approval and authorization

under 49 U.S.C. 11323 and 11324 has been sought in order to bring

these Trackage Agreements within the scope of the immunizing power

of 49 U.S.C. 11321(a). See Norfolk & Western Ry. Co. v. American

Train Dispatchers' Ass'n, 499 U.S. 117 (1991).

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(3) Applicants request a declaratory order that 49 U.S.C. 10901

does not apply to the transfer of the Allocated Assets to NYC and

PRR.11 Applicants concede that, because NYC and PRR are not

now carriers, an argument can be made that authority under 49 U.S.C.

10901 is required for the transfer; applicants maintain, however, that

the transfer should be viewed in context as simply a part of a larger

transaction involving the operation by CSX and NS of the assets to be

transferred to NYC and PRR, respectively; and applicants claim that the

transfer, when viewed in context, requires authorization not under 49

U.S.C. 10901 but rather under 49 U.S.C. 11323 and 11324. In the event

we do not issue the sought declaratory order, applicants seek

authorization for the transfer of the CRC assets to NYC and PRR: under

49 U.S.C. 10901; and, in order to bring the transfer within the scope

of the immunizing power of 49 U.S.C. 11321(a), also under 49 U.S.C.

11323 and 11324.

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\11\ As applicants note, the immunizing power of 49 U.S.C.

11321(a) does not extend to an authorization under 49 U.S.C. 10901.

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

(4) Applicants seek approval and authorization, pursuant to 49

U.S.C. 11323 and 11324: (i) for CSXT and NSR to enter into the

Allocated Assets Operating Agreements and to operate the assets held by

NYC and PRR, respectively; (ii) for CSXT, NSR, and CRC to enter into

the three Shared Assets Areas Operating Agreements and to operate the

assets in such areas; and (iii) for CSX and NS to use, operate,

perform, and enjoy the Allocated Assets and the assets in the Shared

Assets Areas consisting of assets other than routes (including, without

limitation, the Existing Transportation Contracts). See 49 U.S.C.

11323(a)(2). See also 49 U.S.C. 11323(a)(6). Applicants also request a

declaratory order, or a declaration to the same effect as a declaratory

order: (a) that, by virtue of the immunizing power of 49 U.S.C.

11321(a), CSX and NS will have the authority to conduct operations over

the routes of CRC covered by the Trackage Agreements as fully and to

the same extent as CRC itself could, whether or not such routes are

listed in CSX/NS-18, Appendix L (CSX/NS-18 at 216-24), and

notwithstanding any clause in any such agreement purporting to limit or

prohibit unilateral assignment by CRC of its rights thereunder; and (b)

that, also by virtue of the immunizing power of 49 U.S.C. 11321(a), CSX

and NS may use, operate, perform, and enjoy the Allocated Assets and

the assets in the Shared Assets Areas consisting of assets other than

routes (including, without limitation, the Existing Transportation

Contracts) as fully and to the same extent as CRC itself could.

(5) For the period following the transfer of CRC assets to NYC and

PRR, applicants seek approval and authorization, pursuant to 49 U.S.C.

11323 and 11324: (a) for CSXC, NSC, and CRR to continue to control NYC

and PRR; and (b) for the common control, by CSXC, CSXT, NSC, NSR, CRR,

and CRC of (i) NYC and PRR, and (ii) the carriers currently controlled

by CSXC, CSXT, NSC, NSR, CRR, and CRC. Such authorization and approval

will be

[[Page 39584]]

necessary because, as applicants note: CRC, NYC, and PRR will not be

part of a ``single system'' of rail carriers, and therefore

authorization to control CRC will not in and of itself imply

authorization to control NYC and PRR; and, although CSX will exercise

day-to-day control of NYC and NS will exercise day-to-day control of

PRR, the fact that certain major actions concerning NYC and PRR will

remain under the control of CRC will result in an ongoing common

control relationship involving CSXC, NSC, and CRR, and the subsidiaries

of each.

(6) Applicants seek approval and authorization, pursuant to 49

U.S.C. 11323 and 11324: for the acquisition by CSXT of certain trackage

rights over PRR; and for the acquisition by NSR of certain trackage

rights over NYC. See 49 U.S.C. 11323(a)(6). The lines over which these

trackage rights will run are listed in items 1.B and 1.A, respectively,

of Schedule 4 to the Transaction Agreement. See CSX/NS-25, Volume 8B at

110-21.12

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\12\ The trackage rights identified in Schedule 4 to the

Transaction Agreement, see CSX/NS-25, Volume 8B at 110-21, fall into

three categories: existing trackage rights held by CRC over other

carriers, which are covered in paragraph 4 above; new trackage

rights to be held by CSXT over PRR and by NSR over NYC, which are

covered in this paragraph 6; and certain additional new trackage

rights provided for in the related filings in STB Finance Docket No.

33388 (Sub-Nos. 25, 27, 28, 29, 30, 32, 33, & 34), which are covered

in the ``Related Filings'' discussion below. See CSX/NS-18 at 96

n.17.

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(7) Applicants seek approval and authorization, pursuant to 49

U.S.C. 11323 and 11324, of the trackage rights provided to CSXT, See

CSX/NS-25, Volume 8C at 715-57, to access all current and future

facilities located on or accessed from the former Monongahela Railway,

including the Waynesburg Southern. See 49 U.S.C.

11323(a)(6).13

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\13\ Applicants indicate, see CSX/NS-18 at 96 (lines 9-10), that

the rights referenced in paragraphs 6 and 7 fall under 49 U.S.C.

11323(a)(2) (approval and authorization required for a ``purchase,

lease, or contract to operate property of another rail carrier by

any number of rail carriers''). The rights referenced in paragraphs

6 and 7, however, appear to be trackage rights, and we therefore

believe that these rights fall under 49 U.S.C. 11323(a)(6) (approval

and authorization required for the acquisition ``by a rail carrier

of trackage rights over, * * * or joint use of, a railroad line * *

* owned or operated by another rail carrier'').

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(8) The trackage rights covered by paragraph 6 include, among many

other such trackage rights, certain trackage rights to be acquired by

NSR over the NYC Bound Brook, NJ-Woodbourne, PA line. See CSX/NS-25,

Volume 8B at 112 (item 20). These particular trackage rights, however,

are intended to be temporary in duration, and will expire, by their

terms, at the end of 3 years. Applicants therefore seek authorization,

pursuant to 49 U.S.C. 10903, for NSR to discontinue the Bound Brook-

Woodbourne trackage rights in accordance with the terms

thereof.14

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\14\ Applicants indicate that, in due course, NSR will

``abandon'' its Bound Brook-Woodbourne trackage rights. See CSX/NS-

18 at 96-97 (item e) and 103 (item e). We think it would be more

accurate to say that NSR will ``discontinue'' these trackage rights.

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

(9) Applicants seek approval and authorization, pursuant to 49

U.S.C. 11323 and 11324, of certain incidental trackage rights granted

in connection with operations within the Shared Assets Areas. These

trackage rights include: (i) trackage rights granted by CSXT to NSR and

CRC; and (ii) trackage rights granted by NSR to CSXT and CRC. See CSX/

NS-18 at 97-98. See also CSX/NS-25, Volume 8C at 76, 115-16, and

156.15

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\15\ Applicants indicate, see CSX/NS-18 at 98 (lines 1-2), that

the rights referenced in paragraph 9 fall under 49 U.S.C.

11323(a)(2). The rights referenced in paragraph 9, however, appear

to be trackage rights, and we therefore believe that these rights

fall under 49 U.S.C. 11323(a)(6).

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(10) To the extent that any matter concerning either (i) the joint

ownership by CSX and NS of CRR, CRC, NYC, and/or PRR, or (ii) the

Transaction Agreement and the Ancillary Agreements referred to

therein,16 including the provision for handling Existing

Transportation Contracts, might be deemed to be a pooling or division

by CSX and NS of traffic or services or of any part of their earnings,

applicants request approval for such pooling or division under 49

U.S.C. 11322.17

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\16\ As used in the Transaction Agreement, the term ``Ancillary

Agreements'' means the Equipment Agreements, the CSXT Operating

Agreement, the NSR Operating Agreement, the NYC LLC Agreement, the

PRR LLC Agreement, the CRR Holdings LLC Agreement, the Trackage

Rights Agreements, the CSXT/NSR Haulage Agreements, the Tax

Allocation Agreement, the Shared Assets Agreements, and the Other

Operating Agreements. See CSX/NS-25, Volume 8B at 10.

\17\ Such approval under 49 U.S.C. 11322 is sought because, as

applicants note, payments with respect to the rights granted in

connection with both the Allocated Assets and the Shared Assets

Areas, as well as payments for the services performed by CRC in

connection with the Shared Assets Areas, are to be made by CSXT and

NSR to entities (CRC or its subsidiaries) in which both CSX and NS

will have economic interests.

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

(11) Applicants seek approval and authorization, pursuant to 49

U.S.C. 11323 and 11324, for the transfer of CRC's Streator Line from

CRC to NSR/NW.18

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\18\ See Decision No. 4 (served May 2, 1997), slip op. at 7

n.16: ``The transfer of the Streator line from CRC to NSR will be

considered in the lead docket because this transfer, like all

aspects of the division of CRC assets between CSX and NS, is

integral to, and an inseparable part of, the control transaction.''

See also CSX/NS-22 at 446, defining the Streator Line as the CRC

line running: (i) between MP 6.3 at Osborn, IN, and MP 33.2 at

Schneider, IN; and (ii) between MP 56.4 at Wheatfield, IN, and MP

186.0 at Moronts, IL.

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(12) Applicants seek a determination that the terms under which CSX

and NS, both individually and jointly, have acquired all of the common

stock of CRR are fair and reasonable to the stockholders of CSXC, the

stockholders of NSC, and the stockholders of CRR. See Schwabacher v.

United States, 334 U.S. 192 (1948).

Related Filings

In STB Finance Docket No. 33388 (Sub-No. 1), CSXT has filed a

notice of exemption under 49 CFR 1150.36 to construct and operate, at

Crestline, OH, a connection track in the northwest quadrant of the

intersection of CRC's North-South line between Greenwich, OH, and

Indianapolis, IN, and CRC's East-West line between Pittsburgh, PA, and

Ft. Wayne, IN. The connection will extend approximately 1,507 feet

between approximately MP 75.4 on the North-South line and approximately

MP 188.8 on the East-West line.19

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\19\ In accordance with the waiver granted in Decision No. 9,

served June 12, 1997, and as indicated in the notice published in

the Federal Register on July 11, 1997 (62 FR 37331), we will

consider on an expedited basis, in advance of our consideration of

the primary application: (i) the physical construction of the

Crestline connection track, as proposed in the STB Finance Docket

No. 33388 (Sub-No. 1) embraced docket; and (ii) operation thereover

by CSXT. The operational implications of the transactions proposed

in the primary application and in the related filings as a whole,

including proposed operations over the Crestline connection track,

if authorized, will be examined in the context of the environmental

impact statement (EIS) that will be prepared by our Section of

Environmental Analysis (SEA).

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In STB Finance Docket No. 33388 (Sub-No. 2), CSXT has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, in Willow Creek, IN, a

connection track in the southeast quadrant of the intersection between

CSXT's line between Garrett, IN, and Chicago, IL, and CRC's line

between Porter, IN, and Gibson Yard, IN (outside Chicago). The

connection will extend approximately 2,800 feet between approximately

MP BI-236.5 on the CSXT line and approximately MP 248.8 20

on the CRC line. 21

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\20\ We question the MP 248.8 designation, see CSX/NS-22 at 106

(line 1); our review of CRC's timetable for its Porter Branch

suggests that the correct designation may be MP 246.8. We also

question CSXT's assertion that the Sub-No. 2 connection track will

provide a direct link between CRC and CSXT tracks ``and the parallel

IHB line at Willow Creek,'' see CSX/NS-22 at 106 (lines 16-17); our

review of CRC's timetable for its Porter Branch suggests that the

link with IHB may be at Ivanhoe, not at Willow Creek.

\21\ In accordance with the waiver granted in Decision No. 9,

and as indicated in the notice published in the Federal Register

concurrently herewith, we will consider on an expedited basis, in

advance of our consideration of the primary application: (i) the

physical construction of the Willow Creek connection track, as

proposed in the STB Finance Docket No. 33388 (Sub-No. 2) embraced

docket; and (ii) operation thereover by CSXT. The operational

implications of the transactions proposed in the primary application

and in the related filings as a whole, including proposed operations

over the Willow Creek connection track, if authorized, will be

examined in the context of the EIS that will be prepared by SEA.

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[[Page 39585]]

In STB Finance Docket No. 33388 (Sub-No. 3), CSXT has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, in Greenwich, OH, connection

tracks in the northwest and southeast quadrants of the intersection

between the CSXT line between Chicago and Pittsburgh and the CRC line

between Cleveland and Cincinnati. The connection in the northwest

quadrant, a portion of which will be constructed utilizing existing

trackage and/or right-of-way of the Wheeling & Lake Erie Railway

Company, will extend approximately 4,600 feet between approximately MP

BG-193.1 on the CSXT line and approximately MP 54.1 on the CRC line.

The connection in the southeast quadrant will extend approximately

1,044 feet between approximately MP BG-192.5 on the CSXT line and

approximately MP 54.6 on the CRC line. 22

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\22\ In accordance with the waiver granted in Decision No. 9,

and as indicated in the notice published in the Federal Register

concurrently herewith, we will consider on an expedited basis, in

advance of our consideration of the primary application: (i) the

physical construction of the Greenwich connection tracks, as

proposed in the STB Finance Docket No. 33388 (Sub-No. 3) embraced

docket; and (ii) operation thereover by CSXT. The operational

implications of the transactions proposed in the primary application

and in the related filings as a whole, including proposed operations

over the Greenwich connection tracks, if authorized, will be

examined in the context of the EIS that will be prepared by SEA.

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In STB Finance Docket No. 33388 (Sub-No. 4), CSXT has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Sidney Junction, OH, a

connection track in the southeast quadrant of the intersection between

the CSXT line between Cincinnati, OH, and Toledo, OH, and the CRC line

between Cleveland, OH, and Indianapolis, IN. The connection will extend

approximately 3,263 feet between approximately MP BE-96.5 on the CSXT

line and approximately MP 163.5 on the CRC line. 23

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\23\ In accordance with the waiver granted in Decision No. 9,

and as indicated in the notice published in the Federal Register

concurrently herewith, we will consider on an expedited basis, in

advance of our consideration of the primary application: (i) the

physical construction of the Sidney Junction connection track, as

proposed in the STB Finance Docket No. 33388 (Sub-No. 4) embraced

docket; and (ii) operation thereover by CSXT. The operational

implications of the transactions proposed in the primary application

and in the related filings as a whole, including proposed operations

over the Sidney Junction connection track, if authorized, will be

examined in the context of the EIS that will be prepared by SEA.

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In STB Finance Docket No. 33388 (Sub-No. 5), NW has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Sidney, IL, a connection

track between the UPRR north-south line between Chicago, IL, and St.

Louis, MO, and the NW east-west line between Decatur, IL, and Tilton,

IL. The connection, which will be in the southwest quadrant of the

intersection of the two lines, will be approximately 3,256 feet in

length. 24

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\24\ In accordance with the waiver granted in Decision No. 9,

and as indicated in the notice published in the Federal Register

concurrently herewith, we will consider on an expedited basis, in

advance of our consideration of the primary application: (i) the

physical construction of the Sidney connection track, as proposed in

the STB Finance Docket No. 33388 (Sub-No. 5) embraced docket; and

(ii) operation thereover by NW. The operational implications of the

transactions proposed in the primary application and in the related

filings as a whole, including proposed operations over the Sidney

connection track, if authorized, will be examined in the context of

the EIS that will be prepared by SEA.

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In STB Finance Docket No. 33388 (Sub-No. 6), NW has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Alexandria, IN, a connection

track between the CRC line between Anderson, IN, and Goshen, IN, and

the NW line between Muncie, IN, and Frankfort, IN. The connection,

which will be in the northeast quadrant of the intersection of the two

lines, will be approximately 970 feet in length. 25

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\25\ In accordance with the waiver granted in Decision No. 9,

and as indicated in the notice published in the Federal Register

concurrently herewith, we will consider on an expedited basis, in

advance of our consideration of the primary application: (i) the

physical construction of the Alexandria connection track, as

proposed in the STB Finance Docket No. 33388 (Sub-No. 6) embraced

docket; and (ii) operation thereover by NW. The operational

implications of the transactions proposed in the primary application

and in the related filings as a whole, including proposed operations

over the Alexandria connection track, if authorized, will be

examined in the context of the EIS that will be prepared by SEA.

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

In STB Finance Docket No. 33388 (Sub-No. 7), NW has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Bucyrus, OH, a connection

track between NW's Bellevue, OH-Columbus, OH line and CRC's Ft. Wayne,

IN-Crestline, OH line. The connection, which will be in the southeast

quadrant of the intersection of the two lines, will be approximately

2,467 feet in length. 26

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\26\ In accordance with the waiver granted in Decision No. 9,

and as indicated in the notice published in the Federal Register

concurrently herewith, we will consider on an expedited basis, in

advance of our consideration of the primary application: (i) the

physical construction of the Bucyrus connection track, as proposed

in the STB Finance Docket No. 33388 (Sub-No. 7) embraced docket; and

(ii) operation thereover by NW. The operational implications of the

transactions proposed in the primary application and in the related

filings as a whole, including proposed operations over the Bucyrus

connection track, if authorized, will be examined in the context of

the EIS that will be prepared by SEA.

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In STB Finance Docket No. 33388 (Sub-No. 8), CSXT has filed a

notice of exemption under 49 CFR 1150.36 to construct and operate, at

Little Ferry, NJ, two connection tracks between the CRC Selkirk-North

Bergen line and the New York, Susquehanna and Western Railway (NYS&W)

Paterson-Croxton line. The first connection will extend approximately

480 feet between approximately MP 5.75 on the CRC line and

approximately MP 5.65 on the NYS&W line. The second connection will

extend approximately 600 feet between approximately MP 4.04 on the CRC

line and approximately MP 4.15 on the NYS&W line.

In STB Finance Docket No. 33388 (Sub-No. 9), CSXT and The Baltimore

and Ohio Chicago Terminal Railroad Company (B&OCT, a wholly owned CSXT

subsidiary) have filed a notice of exemption under 49 CFR 1150.36 to

construct and operate a connection track in the vicinity of 75th Street

SW, Chicago, IL, in the southwest quadrant of the intersection of the

lines of B&OCT and The Belt Railway Company of Chicago (BRC). The

connection will extend approximately 1,640 feet between approximately

MP DC-22.43 on B&OCT's North-South line between Cleveland and Brighton

Park, and approximately MP 12.95 on BRC's East-West line between

Bedford Park Yard and South Chicago Yard.

In STB Finance Docket No. 33388 (Sub-No. 10), CSXT has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate a connection track in Exermont,

IL, in the northwest quadrant of the intersection between CSXT's

Cincinnati-East St. Louis line and CRC's Cleveland-East St. Louis line.

The connection will extend approximately 3,590 feet between

approximately MP BC-327.9 on the CSXT line and approximately MP 231.4

on the CRC line.

In STB Finance Docket No. 33388 (Sub-No. 11), CSXT and B&OCT have

filed a notice of exemption under 49 CFR 1150.36 to construct and

operate a

[[Page 39586]]

connection track in the vicinity of Lincoln Avenue in Chicago, IL, in

the northeast quadrant of the intersection of the lines of B&OCT and

IHB. The connection will extend approximately 840 feet between

approximately MP DC-9.5 on B&OCT's line between Cleveland and Barr

Yard, and approximately MP 10.43 on IHB's line between Gibson Yard and

Blue Island Jct.

In STB Finance Docket No. 33388 (Sub-No. 12), NSR has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Kankakee, IL, a connection

track between the Illinois Central Railroad Company (ICR) Chicago, IL-

Gibson City, IL north-south line, over which NSR has trackage rights,

and the CRC Streator, IL-Schneider, IN east-west line. The connection,

which will be in the southeast quadrant of the intersection of the two

lines, will be approximately 1,082 feet in length.

In STB Finance Docket No. 33388 (Sub-No. 13), NW has filed a notice

of exemption under 49 CFR 1150.36 to construct and operate a connection

track at Tolono, IL, in the southeast quadrant of the intersection of

the ICR line between Chicago, IL, and Centralia, IL, and the NW line

between Decatur, IL, and Tilton, IL. The connection will be about 1,600

feet in length.

In STB Finance Docket No. 33388 (Sub-No. 14), NW has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Butler, IN, a connection

track between NW's Detroit, MI-Fort Wayne, IN line and CRC's Elkhart,

IN-Toledo, OH line. The connection, which will be in the northwest

quadrant of the intersection of the two lines, will be approximately

1,750 feet in length.

In STB Finance Docket No. 33388 (Sub-No. 15), NW has filed a notice

of exemption under 49 CFR 1150.36 to construct and operate a connection

track at Tolleston, IN. This track, which will connect a NW line and a

CRC line, will be about 930 feet in length.

In STB Finance Docket No. 33388 (Sub-No. 16), NW has filed a notice

of exemption under 49 CFR 1150.36 to construct and operate a double

track connection at Hagerstown, MD. This track, which will connect a NW

line and a CRC line, will be about 800 feet in length.

In STB Finance Docket No. 33388 (Sub-No. 17), NW has filed a notice

of exemption under 49 CFR 1150.36 to construct and operate a connection

track at Ecorse Junction (Detroit), MI. This track, which will connect

a NW line and a CRC line, will be about 400 feet in length.

In STB Finance Docket No. 33388 (Sub-No. 18), NW has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Blasdell (Buffalo), NY, a

connecting track approximately 2,500 feet in length between NW's Erie,

PA-Buffalo, NY Line and CRC's Buffalo, NY-Harrisburg, PA Line.

In STB Finance Docket No. 33388 (Sub-No. 19), NW has filed a notice

of exemption under 49 CFR 1150.36 to construct and operate, at

Gardenville Junction (Buffalo), NY, a connecting track approximately

1,700 feet in length between CRC's Buffalo, NY-Harrisburg, PA Line and

CRC's Ebenezer Secondary Track.

In STB Finance Docket No. 33388 (Sub-No. 20), NW has filed a notice

of exemption under 49 CFR 1150.36 to construct and operate, at

Columbus, OH, a NW-CRC connecting track approximately 1,423 feet in

length. See CSX/NS-22 at 315 (map).

In STB Finance Docket No. 33388 (Sub-No. 21), NW has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Oak Harbor, OH, a connecting

track approximately 4,965 feet in length between, and in the northwest

quadrant of the intersection of, NW's Toledo, OH-Bellevue, OH line and

CRC's Toledo, OH-Cleveland, OH line.

In STB Finance Docket No. 33388 (Sub-No. 22), NW has filed a

petition under 49 U.S.C. 10502 for exemption from the provisions of 49

U.S.C. 10901 to construct and operate, at Vermilion, OH, a connecting

track approximately 5,398 feet in length between NW's Cleveland, OH-

Bellevue, OH line and CRC's Toledo, OH-Cleveland, OH line.

In STB Finance Docket No. 33388 (Sub-No. 23), NW has filed a notice

of exemption under 49 CFR 1180.2(d)(5) regarding a joint project

involving relocation of NW's rail line running down 19th Street in

Erie, PA (a distance of approximately 6.1 miles, between approximately

MP B-85.10 near Downing Avenue and approximately MP B-91.25 west of

Pittsburgh Avenue) to a parallel railroad right-of-way currently owned

and operated by CRC that will be allocated to CSXT in connection with

the primary application.

In STB Finance Docket No. 33388 (Sub-No. 24), CRC and NW have filed

a petition under 49 U.S.C. 10502 for exemption from the provisions of

49 U.S.C. 11323-25 regarding the acquisition by CRC (or by NYC) of the

Fort Wayne Line, between MP 441.8 at Fort Wayne, IN, and MP 319.2 at

Tolleston (Gary), IN. See CSX/NS-22 at 446 and 449 (indicating that the

mileposts are as stated in the preceding sentence). But see CSX/NS-22

at 461-62 (indicating that the mileposts are MP 441.8 at Tolleston and

MP 319.2 at Fort Wayne).

In STB Finance Docket No. 33388 (Sub-No. 25), NW and CSXT have

filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by NW of trackage rights over approximately 32.7 miles of a

CSXT line between Lima, OH (Erie Junction), at or near CSXT MP BE-

129.2, and Sidney, OH, at or near CSXT MP BE-96.5. The trackage rights

to be acquired by NW include overhead trackage rights between Lima and

Sidney and local trackage rights that will allow NW to serve 2-to-1

shippers at Sidney.

In STB Finance Docket No. 33388 (Sub-No. 26), CSXC, CSXT, and The

Lakefront Dock and Railroad Terminal Company (LD&RT) have filed an

application seeking approval and authorization under 49 U.S.C. 11323-25

for the acquisition and exercise by CSXC and CSXT of control of LD&RT,

and the common control of LD&RT and CSXT and the other rail carriers

controlled by CSXT and/or CSXC. LD&RT, a Class III railroad in which

CSXT and CRC each currently owns a 50% voting stock interest, operates

approximately 17 miles of yard tracks at Oregon, OH.

In STB Finance Docket No. 33388 (Sub-No. 27), NW and CSXT have

filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by NW of overhead trackage rights over approximately 5 to 6

miles of a CSXT line between Columbus, OH (Parsons Yard), at or near

CSXT MP CJ 71.5, and Scioto, OH, at or near CSXT MP CK 2.5.

In STB Finance Docket No. 33388 (Sub-No. 28), CSXT and NW have

filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by CSXT of overhead trackage rights over approximately 2.02

miles of a NW line between Columbus, OH (Watkins Yard), at or near NW

MP N-696.7, and Bannon, OH, at or near NW MP N-698.72.

In STB Finance Docket No. 33388 (Sub-No. 29), CSXT and NW have

filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by CSXT of overhead trackage rights over approximately 1.4

miles of a NW line between Erie Junction (Delray), MI, at or near MP

D4.4, and Ecorse Junction, MI, at or near MP D5.8.

In STB Finance Docket No. 33388 (Sub-No. 30), NW and CSXT have

filed

[[Page 39587]]

a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by NW of overhead trackage rights over approximately 1.7

miles of a CSXT line between the connection of two CSXT lines near

Washington Street at or near MP 123.7, and the connection of two CSXT

lines at Pine at or near MP 122.0, in Indianapolis, IN.

In STB Finance Docket No. 33388 (Sub-No. 31), CSXC and CSXT have

filed a petition under 49 U.S.C. 10502 for exemption from the

provisions of 49 U.S.C. 11323-25, to the extent those provisions may

apply, regarding the acquisition by CSXC and CSXT of control of Albany

Port Railroad Corporation (APR). APR, which operates approximately 16.5

miles of track at the Port of Albany, NY, is owned in equal 50% shares

by CRC and D&H Corporation (D&H, an affiliate of Canadian Pacific

Limited); and, if the primary application is approved, CRC's 50%

interest in APR will be allocated to CSXT in the Division.

27

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\27\ Implicit in the Sub-No. 31 docket is a request for a

determination that acquisition by CSXC and CSXT of a 50% interest in

APR will not enable CSXC and CSXT to ``control'' APR within the

meaning of 49 U.S.C. 11323.

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In STB Finance Docket No. 33388 (Sub-No. 32), NW and B&OCT have

filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by NW of overhead trackage rights over approximately 9.8

miles of the IHB McCook Branch between the connection of IHB and B&OCT

at McCook, Il, at or near MP 28.5, and the connection of IHB and

Canadian Pacific Rail System at Franklin Park, IL, at MP 39.3.

28

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\28\ Applicants indicate that the Sub-No. 32 trackage rights

run for approximately 9.8 miles. See CSX/NS-22 at 420 and 425. By

our calculations, however, these trackage rights would appear to run

for approximately 10.8 miles.

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In STB Finance Docket No. 33388 (Sub-No. 33), NW and B&OCT have

filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by NW of trackage rights over B&OCT's Barr Subdivision

between the connection of the NSR Chicago Line and the B&OCT line at

Pine Junction, IN (CP 497) and: (i) the connection with B&OCT's McCook

Subdivision at Blue Island Junction, IL, at or near MP DC 14.9, a

distance of approximately 14.9 miles; and beyond to (ii) the B&OCT/IHB

connection at McCook, IL, at or near MP 28.5, a distance of

approximately 13.6 miles.

In STB Finance Docket No. 33388 (Sub-No. 34), CSXT and NW have

filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the

acquisition by CSXT of overhead trackage rights over approximately 45.5

miles of a NW line between Bucyrus, OH, at or near NW MP S-63.0, and

Sandusky, OH, at or near NW MP S-108.5. The trackage rights to be

acquired by CSXT, although described as ``overhead'' trackage rights,

will allow CSXT to access 2-to-1 shippers at Sandusky.

In STB Docket Nos. AB-167 (Sub-No. 1181X) and AB-55 (Sub-No. 551X),

CRC and CSXT, respectively, have filed a notice of exemption under 49

CFR 1152.50 to abandon an approximately 29-mile portion of the Danville

Secondary Track between MP 93.00 at Paris, IL, and MP

122.00 at Danville, IL, in Edgar and Vermilion Counties,

IL. The line, which is presently owned and operated by CRC and which is

proposed to be operated by CSXT pursuant to the authority sought in the

primary application, traverses United States Postal Service Zip Codes

61846, 61870, 61883, 61924, and 61944.

In STB Docket No. AB-290 (Sub-No. 194X), NW has filed a notice of

exemption under 49 CFR 1152.50 to abandon a line between MP SK-2.5 near

South Bend, IN, and MP SK-24.0 near Dillon Junction, IN, a distance of

approximately 21.5 miles in St. Joseph and La Porte Counties, IN. The

line traverses or adjoins United States Postal Service Zip Codes 46613,

46614, 46619, 46536, 46554, and 46365.

In STB Docket No. AB-290 (Sub-No. 195X), NW has filed a petition

under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C.

10903 to abandon a line between MP I-137.3 near Dillon Junction, IN,

and MP I-158.8 near Michigan City, IN, a distance of approximately 21.5

miles in La Porte County, IN. The line traverses or adjoins United

States Postal Service Zip Codes 46350 and 46360.

In STB Docket No. AB-290 (Sub-No. 196X), NW has filed a petition

under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C.

10903 to abandon a line between MP TM-5.0 in Toledo, OH, and MP TM-12.5

near Maumee, OH, a distance of approximately 7.5 miles in Lucas County,

OH. The line traverses or adjoins United States Postal Service Zip

Codes 43612, 43613, 43606, 43607, 43609, and 43614.

In STB Docket No. AB-290 (Sub-No. 197X), NW has filed a notice of

exemption under 49 CFR 1152.50 to abandon the Toledo Pivot Bridge

extending between MP CS-2.8 and MP CS-3.0 near Toledo, OH, a distance

of approximately 0.2 miles in Lucas County, OH. The line traverses or

adjoins either United States Postal Service Zip Code 42611 or United

States Postal Service Zip Code 43611 (see CSX/NS-22 at 84-86).

Primary Application and Related Filings Accepted.

We are accepting the primary application for consideration because

it is in substantial compliance with the applicable regulations,

waivers, and requirements. See 49 U.S.C. 11321-25; 49 CFR part 1180. We

are also accepting for consideration all of the related filings, which

are also in substantial compliance with the applicable regulations,

waivers, and requirements. 29

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\29\ We reserve the right to require the filing of supplemental

information from applicants or any other party or individual, if

necessary to complete the record in this matter.

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Public Inspection.

The primary application and all related filings, including the

various accompanying exhibits, are available for inspection in the

Docket File Reading Room (Room 755) at the offices of the Surface

Transportation Board, 1925 K Street, N.W., in Washington, DC.

Procedural Schedule

In Decision No. 6, served May 30, 1997, and published that day in

the Federal Register at 62 FR 29387, we adopted a procedural

schedule.30 To provide further notice to interested persons,

we have attached that schedule to this decision as Appendix B and have

filled in all of the dates.

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\30\ In Decision No. 9, we added to the procedural schedule

adopted in Decision No. 6 by requiring applicants to file, by

September 5, 1997, Preliminary Draft Environmental Assessments for

the construction projects referenced in the STB Finance Docket No.

33388 (Sub-Nos. 1, 2, 3, 4, 5, 6, and 7) embraced dockets. As

indicated in the notice published in the Federal Register on July

11, 1997 (62 FR 37331), we will consider on an expedited basis, in

advance of our consideration of the primary application: (i) the

physical construction of the Crestline connection track, as proposed

in the STB Finance Docket No. 33388 (Sub-No. 1) embraced docket; and

(ii) operation thereover by CSXT. As indicated in the notices

published in the Federal Register concurrently herewith, we will

consider on an expedited basis, in advance of our consideration of

the primary application: (i) the physical construction of the Willow

Creek, Greenwich, Sidney Junction, Sidney, Alexandria, and Bucyrus

connection tracks, as proposed in the STB Finance Docket No. 33388

(Sub-Nos. 2, 3, 4, 5, 6, and 7) embraced dockets, respectively; and

(ii) operation thereover by applicants. As further indicated in the

notice published on July 11, 1997, and in the notices published

concurrently herewith, the operational implications of the

transactions proposed in the primary application and in the related

filings as a whole, including proposed operations over the

Crestline, Willow Creek, Greenwich, Sidney Junction, Sidney,

Alexandria, and Bucyrus connection tracks, if authorized, will be

examined in the context of the EIS that will be prepared by SEA.

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Notice of Intent to Participate

Any person who wishes to participate in this proceeding as a party

of record

[[Page 39588]]

(POR) must file with the Secretary of the Board, no later than August

7, 1997, an original plus 25 copies of a notice of intent to

participate, accompanied by a certificate of service indicating that

the notice has been properly served on Judge Leventhal and on

applicants' representatives.

We will serve, as soon as practicable after August 7, 1997, a

notice containing the official service list (the service list notice).

Each party of record will be required to serve upon all other parties

of record, within 10 days of the service date of the service list

notice, copies of all filings previously submitted by that party (to

the extent such filings have not previously been served upon such other

parties). Each party of record will also be required to file with the

Secretary of the Board, within 10 days of the service date of the

service list notice, an original plus five copies of a certificate of

service indicating that the service required by the preceding sentence

has been accomplished. Every filing made by a party of record after the

service date of the service list notice must have its own certificate

of service indicating that both Judge Leventhal and all PORs on the

service list have been served with a copy of the filing. Members of the

United States Congress (MOCs) and Governors (GOVs) are not parties of

record (PORs) and therefore need not be served with copies of filings,

unless any such Member or Governor is designated as a POR.

As noted in Decision No. 6, slip op. at 5, 62 FR at 29389, we will

serve copies of our decisions, orders, and notices only on those

persons who are designated on the official service list as either POR,

MOC, or GOV. All other interested persons 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, orders, and

notices to persons who request this service. The telephone number for

DC News is: (202) 289-4357.31

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\31\ An interested person does not need to be on the service

list to obtain a copy of the primary application or any other filing

made in this proceeding. Our Railroad Consolidation Procedures

provide: ``Any document filed with the Board (including

applications, pleadings, etc.) shall be promptly furnished to

interested persons on request, unless subject to a protective

order.'' See 49 CFR 1180.4(a)(3), as recently amended in Railroad

Consolidation Procedures--Modification of Fee Policy, STB Ex Parte

No. 556, 62 FR 9714, 9717 (Mar. 4, 1997) (interim rules), 62 FR

28375 (May 23, 1997) (final rules). Furthermore, DC News will

provide, for a charge, copies of the primary application or any

other filing made in this proceeding, except to the extent any such

filing is subject to the protective order heretofore entered in this

proceeding.

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Descriptions of, and Petitions Respecting, Responsive (Including

Inconsistent) Applications

Because the transaction proposed by applicants constitutes a major

transaction within the meaning of our rail consolidation rules (49 CFR

part 1180),32 railroads intending to file responsive

(including inconsistent) applications must submit descriptions of those

applications by August 22, 1997. The description must state that the

commenting railroad intends to file an application seeking affirmative

relief that requires an application to be filed with the Board (e.g.,

divestiture, purchase, trackage rights, inclusion, construction, or

abandonment) and must include a general statement of what that

application is expected to include. This will be considered a prefiling

notice without which the Board will not entertain applications for this

type of relief.

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\32\ See Decision No. 2, served April 21, 1997, and published

that day in the Federal Register at 62 FR 19390.

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Petitions for waiver or clarification by responsive (including

inconsistent) applicants must be filed by August 22, 1997. Each

responsive (including inconsistent) application filed and accepted will

be consolidated with the primary application in this proceeding.

Parties should contact the Office of the Secretary, Case Control Unit,

at 202-565-1681 to obtain docket numbers for their responsive

(including inconsistent) applications.

Any responsive (including inconsistent) applicant must file, by

October 1, 1997, either: (1) A verified statement that the responsive

(including inconsistent) application will have no significant

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

that contains detailed environmental information regarding the

responsive (including inconsistent) application. See Decision No. 6,

slip op. at 3-4, 62 FR at 29388-89.

Responsive (Including Inconsistent) Applications, Comments, Protests,

Requests for Conditions, and Other Opposition Evidence and Argument

Any interested persons, including the U.S. Secretary of

Transportation and the U.S. Attorney General, may file written

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

evidence and argument, and/or responsive (including inconsistent)

applications, no later than October 21, 1997. This deadline applies to

comments, etc., addressing either the primary application or any of the

related filings submitted with the primary application. An original and

25 copies of such comments, etc., must be filed with the Surface

Transportation Board, Office of the Secretary, Case Control Unit,

ATTN.: STB Finance Docket No. 33388, 1925 K Street, N.W., Washington,

DC 20423-0001. In addition, as previously noted, parties are also

requested to submit one electronic copy of each document filed with the

Board. Further details respecting such electronic submissions are

provided below.

Written comments, etc., must be concurrently served by first class

mail on the U.S. Secretary of Transportation, the U.S. Attorney

General, Judge Leventhal, applicants' representatives, and all other

parties of record.

Written comments, etc., shall include: (1) The docket number and

title of the proceeding; (2) the name, address, and telephone number of

the commenting party and its representative upon whom service shall be

made; (3) the commenting party's position, i.e., whether it supports or

opposes the proposed transaction; (4) a list of any specific protective

conditions sought; and (5) an analysis of the issues with particular

attention to our general policy statement for the merger or control of

at least two Class I railroads (49 CFR 1180.1), the statutory criteria

(49 U.S.C. 11324), and antitrust policy.

Protesting parties are advised that, if they seek either the denial

of the primary application or the imposition of conditions upon any

approval thereof, on the theory that approval without imposition of

conditions will harm either their ability to provide essential services

and/or competition, they must present substantial evidence in support

of their positions. See Lamoille Valley R.R. Co. v. ICC, 711 F.2d 295

(D.C. Cir. 1983).

Other Dates

The procedural schedule adopted in Decision No. 6 further provides:

(1) that rebuttal in support of the primary application, or in support

of any of the related filings, must be filed by December 15, 1997; (2)

that responses to any responsive (including inconsistent) applications,

as well as responses to all comments, protests, requests for

conditions, and other opposition evidence and argument, must also be

filed by December 15, 1997; (3) that rebuttal in support of any

responsive (including inconsistent) applications must be filed by

January 14, 1998; (4) that briefs may be filed by February 23, 1998;

(5) that oral argument will be

[[Page 39589]]

heard on April 9, 1998; (6) that, at the discretion of the Board, a

voting conference will be held on April 14, 1998; and (7) that the

final written decision, addressing the primary application and the

related filings, and also addressing any responsive (including

inconsistent) applications, will be served on June 8, 1998.

Dates Respecting Abandonments

We will process the abandonments proposed by applicants in

accordance with the overall procedural schedule, rather than applying

the procedural schedules required by 49 U.S.C. 10904 and our 49 CFR

part 1152 abandonment regulations.33 Therefore, with respect

to each related abandonment proposal: (1) in order to be designated a

party of record (POR), a person must file with the Secretary of the

Board, no later than August 7, 1997, an original plus 25 copies of a

notice of intent to participate along with a certificate of service

indicating that the notice has been properly served on Judge Leventhal

and on applicants' representatives; (2) opposition submissions,

requests for public use conditions,34 and/or Trails Act

requests 35 must be filed by October 21, 1997; (3) rebuttal

in support of the abandonment proposals, and/or responses to any

requests for public use conditions and Trails Act requests, must be

filed by December 15, 1997; (4) as with the primary application and all

related matters, briefs may be filed by February 23, 1998, oral

argument will be held on April 9, 1998, and a voting conference will be

held, at the Board's discretion, on April 14, 1998; and (5) if, in the

final decision served on June 8, 1998, 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

exempt any of the abandonment proposals, we shall require interested

persons to file, no later than 10 days after the date of service of the

final decision, offers of financial assistance 36 with

respect to any of the exempted abandonments.

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\33\ All references herein to our 49 CFR part 1152 abandonment

regulations are to our new regulations, which took effect on January

23, 1997. See Abandonment and Discontinuance of Rail Lines and Rail

Transportation Under 49 U.S.C. 10903, STB Ex Parte No. 537, 61 FR

67876 (Dec. 24, 1996), 62 FR 34669 (June 27, 1997).

\34\ See 49 CFR 1152.28 (61 FR at 67894).

\35\ See 49 CFR 1152.29 (61 FR at 67894-96).

\36\ See 49 CFR 1152.27 (61 FR at 67891-94).

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Discovery

In Decision No. 1, served April 16, 1997, this proceeding was

assigned to Judge Leventhal for the handling of all discovery matters

and the initial resolution of all discovery disputes. In Decision No.

10, served June 27, 1997, Judge Leventhal adopted discovery guidelines

to govern the conduct of discovery in this proceeding.

Deadlines Applicable to Appeals and Replies

As noted in Decision No. 6, slip op. at 7, 62 FR at 29390: any

appeal to a decision issued by Judge Leventhal must be filed within 3

working days of the date of his decision; any response to any such

appeal must be filed within 3 working days of the date of filing of the

appeal; and any reply to any motion filed with the Board itself in the

first instance must be filed within 3 working days of the date of

filing of the motion.

Environmental Review Process Scope

By notice served July 3, 1997, and published in the Federal

Register on July 7, 1997, at 62 FR 36332, the Board's Section of

Environmental Analysis (SEA): (a) provided notice to interested persons

that, to evaluate and consider the potential environmental impacts that

may result from the transactions proposed in the primary application

and in the related filings, SEA intends to prepare an environmental

impact statement (EIS); (b) set out the draft scope of the EIS that SEA

intends to prepare; (c) directed that written comments respecting the

draft scope be filed by August 6, 1997; and (d) set forth projected

time frames for conducting the EIS process.

Electronic Submissions

In addition to submitting an original and 25 paper copies of each

document filed with the Board, parties are also requested to submit, on

diskettes (3.5-inch IBM-compatible floppies) or compact discs, one

electronic copy of each such document. Textual materials must be in, or

convertible into, WordPerfect 7.0. Spreadsheets must be in, or

convertible into, Lotus 1-2-3 Version 7.37 Each diskette or

compact disc should be clearly labeled with the identification acronym

and number of the corresponding paper document, see 49 CFR

1180.4(a)(2), and a copy of such diskette or compact disc should be

provided to any other party upon request. The data contained on the

diskettes and compact discs submitted to the Board will be subject to

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

(as modified in Decision No. 4, served May 2, 1997), and will be 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.

38

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\37\ Parties intending to submit spreadsheets in formats other

than Lotus 1-2-3 Version 7 may wish to consult with our staff

regarding such submissions. Some (though not all) spreadsheets

prepared in other formats, though perhaps not convertible into Lotus

1-2-3 Version 7, may nevertheless be useable by our staff. For

further information, contact Julia M. Farr, (202) 565-1613.

\38\ The electronic submission requirements set forth in this

decision supersede, for the purposes of this proceeding, the

otherwise applicable electronic submission requirements set forth in

our regulations. See 49 CFR 1104.3(a), as amended in Expedited

Procedures for Processing Rail Rate Reasonableness, Exemption and

Revocation Proceedings, STB Ex Parte No. 527, 61 FR 52710, 52711

(Oct. 8, 1996), 61 FR 58490, 58491 (Nov. 15, 1996).

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This action will not significantly affect either the quality of the

human environment or the conservation of energy resources.

It is ordered:

1. The primary application in STB Finance Docket No. 33388, and the

related filings in the various embraced dockets listed in Appendix A,

are accepted for consideration.

2. The parties shall comply with the procedural requirements

described in this decision.

3. Any 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 of the date of

filing of the appeal.

4. Any reply to any motion filed with the Board itself in the first

instance must be filed within 3 working days of the date of filing of

the motion.

5. This decision is effective on July 23, 1997.

Decided: July 15, 1997.

By the Board, Chairman Morgan and Vice Chairman Owen.

Vernon A. Williams,

Secretary.

Appendix A--Embraced Proceedings

This decision covers both the STB Finance Docket No. 33388 lead

proceeding and the following embraced proceedings:

STB Finance Docket No. 33388 (Sub-No. 1), CSX Transportation,

Inc.--Construction and Operation Exemption--Connection Track at

Crestline, OH;

STB Finance Docket No. 33388 (Sub-No. 2), CSX Transportation,

Inc.--Construction and Operation Exemption--Connection Track at Willow

Creek, IN;

[[Page 39590]]

STB Finance Docket No. 33388 (Sub-No. 3), CSX Transportation,

Inc.--Construction and Operation Exemption--Connection Tracks at

Greenwich, OH;

STB Finance Docket No. 33388 (Sub-No. 4), CSX Transportation,

Inc.--Construction and Operation Exemption--Connection Track at Sidney

Junction, OH;

STB Finance Docket No. 33388 (Sub-No. 5), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Union Pacific Railroad Company at Sidney, IL;

STB Finance Docket No. 33388 (Sub-No. 6), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Alexandria, IN;

STB Finance Docket No. 33388 (Sub-No. 7), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Bucyrus, OH;

STB Finance Docket No. 33388 (Sub-No. 8), CSX Transportation,

Inc.--Construction and Operation Exemption--Connection Track at Little

Ferry, NJ;

STB Finance Docket No. 33388 (Sub-No. 9), CSX Transportation, Inc.

and The Baltimore and Ohio Chicago Terminal Railroad Company--

Construction and Operation Exemption--Connection Track at 75th Street

SW, Chicago, IL;

STB Finance Docket No. 33388 (Sub-No. 10), CSX Transportation,

Inc.--Construction and Operation Exemption--Connection Track at

Exermont, IL;

STB Finance Docket No. 33388 (Sub-No. 11), CSX Transportation, Inc.

and The Baltimore and Ohio Chicago Terminal Railroad Company--

Construction and Operation Exemption--Connection Track at Lincoln

Avenue, Chicago, IL;

STB Finance Docket No. 33388 (Sub-No. 12), Norfolk Southern Railway

Company--Construction and Operation Exemption--Connecting Track With

Consolidated Rail Corporation at Kankakee, IL;

STB Finance Docket No. 33388 (Sub-No. 13), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Illinois Central Railroad Company at Tolono, IL;

STB Finance Docket No. 33388 (Sub-No. 14), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Butler, IN;

STB Finance Docket No. 33388 (Sub-No. 15), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Tolleston, IN;

STB Finance Docket No. 33388 (Sub-No. 16), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Hagerstown, MD;

STB Finance Docket No. 33388 (Sub-No. 17), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Ecorse Junction (Detroit), MI;

STB Finance Docket No. 33388 (Sub-No. 18), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Blasdell (Buffalo), NY;

STB Finance Docket No. 33388 (Sub-No. 19), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Gardenville Junction (Buffalo),

NY;

STB Finance Docket No. 33388 (Sub-No. 20), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Columbus, OH;

STB Finance Docket No. 33388 (Sub-No. 21), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Oak Harbor, OH;

STB Finance Docket No. 33388 (Sub-No. 22), Norfolk and Western

Railway Company--Construction and Operation Exemption--Connecting Track

With Consolidated Rail Corporation at Vermilion, OH;

STB Finance Docket No. 33388 (Sub-No. 23), Norfolk and Western

Railway Company--Joint Relocation Project Exemption--Over CSX

Transportation, Inc. (Currently Consolidated Rail Corporation) at Erie,

PA;

STB Finance Docket No. 33388 (Sub-No. 24), Consolidated Rail

Corporation-- Acquisition Exemption--Line Between Fort Wayne, IN, and

Tolleston (Gary), IN;

STB Finance Docket No. 33388 (Sub-No. 25), Norfolk and Western

Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.;

STB Finance Docket No. 33388 (Sub-No. 26), CSX Corporation and CSX

Transportation, Inc.--Control--The Lakefront Dock and Railroad Terminal

Company;

STB Finance Docket No. 33388 (Sub-No. 27), Norfolk and Western

Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.;

STB Finance Docket No. 33388 (Sub-No. 28), CSX Transportation,

Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company;

STB Finance Docket No. 33388 (Sub-No. 29), CSX Transportation,

Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company;

STB Finance Docket No. 33388 (Sub-No. 30), Norfolk and Western

Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.;

STB Finance Docket No. 33388 (Sub-No. 31), CSX Corporation and CSX

Transportation, Inc.--Control Exemption--Albany Port Railroad

Corporation;

STB Finance Docket No. 33388 (Sub-No. 32), Norfolk and Western

Railway Company--Trackage Rights Exemption--The Baltimore and Ohio

Chicago Terminal Railroad Company;

STB Finance Docket No. 33388 (Sub-No. 33), Norfolk and Western

Railway Company--Trackage Rights Exemption--The Baltimore and Ohio

Chicago Terminal Railroad Company;

STB Finance Docket No. 33388 (Sub-No. 34), CSX Transportation,

Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company;

STB Docket No. AB-167 (Sub-No. 1181X), Consolidated Rail

Corporation-- Abandonment Exemption--In Edgar and Vermilion Counties,

IL;

STB Docket No. AB-55 (Sub-No. 551X), CSX Transportation, Inc.--

Abandonment Exemption--In Edgar and Vermilion Counties, IL;

STB Docket No. AB-290 (Sub-No. 194X), Norfolk and Western Railway

Company--Abandonment Exemption--Between South Bend and Dillon Junction

in St. Joseph and La Porte Counties, IN;

STB Docket No. AB-290 (Sub-No. 195X), Norfolk and Western Railway

Company--Abandonment Exemption--Between Dillon Junction and Michigan

City in La Porte County, IN;

STB Docket No. AB-290 (Sub-No. 196X), Norfolk and Western Railway

Company--Abandonment Exemption--Between Toledo and Maumee in Lucas

County, OH; and

STB Docket No. AB-290 (Sub-No. 197X), Norfolk and Western Railway

Company--Abandonment Exemption--Toledo Pivot Bridge in Lucas County,

OH.

[[Page 39591]]

Appendix B: Procedural Schedule

May 16, 1997 Preliminary Environmental Report filed.

June 23, 1997 Primary application and related filings filed.

Environmental Report filed.

July 23, 1997 Publication in the Federal Register, by this date, of:

notice of acceptance of primary application and related filings; and

notice of the five related abandonment filings.

August 6, 1997 Comments on the draft scope of the Environmental Impact

Statement due.39

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\39\ See the notice served July 3, 1997, and published in the

Federal Register on July 7, 1997, at 62 FR 36332. As indicated in

that notice, slip op. at 3, 62 FR at 36333, it is not necessary to

be a party of record to file comments on the draft scope of the EIS

and/or to participate in the environmental review process.

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August 7, 1997 Notice of intent to participate in proceeding due.

August 22, 1997 Description of anticipated responsive (including

inconsistent) applications due; petitions for waiver or clarification

due with respect to such applications.

September 5, 1997 Preliminary Draft Environmental Assessments for the

construction projects referenced in Decision No. 9 due.

October 1, 1997 Responsive Environmental Report and Environmental

Verified Statements of responsive (including inconsistent) applicants

due.

October 21, 1997 Responsive (including inconsistent) applications due.

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

opposition evidence and argument, due.40 Comments of the

U.S. Secretary of Transportation and the U.S. Attorney General due.

With respect to all related abandonments: opposition submissions,

requests for public use conditions, and Trails Act requests due.

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\40\ As indicated in the notice published in the Federal

Register on July 11, 1997 (62 FR 37331), petitions for

reconsideration with respect to the physical construction of the

Crestline connection track, as proposed in the STB Finance Docket

No. 33388 (Sub-No. 1) embraced docket, and/or operation thereover by

CSXT, are due by July 31, 1997. As indicated in the notices

published in the Federal Register concurrently herewith, comments

respecting the physical construction of the Willow Creek, Greenwich,

Sidney Junction, Sidney, Alexandria, and Bucyrus connection tracks,

as proposed in the STB Finance Docket No. 33388 (Sub-Nos. 2, 3, 4,

5, 6, and 7) embraced dockets, respectively, and/or operation

thereover by applicants, are due by August 22, 1997.

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November 20, 1997 Notice of acceptance (if required) of responsive

(including inconsistent) applications published in the Federal

Register.

December 15, 1997 Response to responsive (including inconsistent)

applications due. Response to comments, protests, requested conditions,

and other opposition evidence and argument due. Rebuttal in support of

primary application and related filings due. With respect to all

related abandonments: rebuttal due; and responses to requests for

public use and Trails Act conditions due.

January 14, 1998 Rebuttal in support of responsive (including

inconsistent) applications due.

February 23, 1998 Briefs due, all parties (not to exceed 50 pages).

April 9, 1998 Oral argument (close of record).

April 14, 1998 Voting conference (at Board's discretion).

June 8, 1998 Date of service of final decision. With respect to any

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 (including inconsistent) applications will begin

immediately upon their filing.

[FR Doc. 97-19372 Filed 7-22-97; 8:45 am]

BILLING CODE 4915-00-P