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

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 33388 (Sub-No. 35) et al.]

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; et

al.

AGENCY: Surface Transportation Board.

ACTION: Decision No. 54; Notice of acceptance of responsive

applications and related filing.

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

SUMMARY: The Board is accepting for consideration the responsive

applications filed: by New York State Electric and Gas Corporation

(NYSEG) in STB Finance Docket No. 33388 (Sub-No. 35); jointly by Elgin,

Joliet & Eastern Railway Company, Transtar, Inc., and I & M Rail Link,

LLC, in STB Finance Docket No. 33388 (Sub-No. 36); 1 by

Livonia, Avon & Lakeville Railroad Corporation (LAL) in STB Finance

Docket No. 33388 (Sub-No. 39); by Wisconsin Central Ltd. (WCL) in STB

Finance Docket No. 33388 (Sub-No. 59); by Bessemer and Lake Erie

Railroad Company (BLE) in STB Finance Docket No. 33388 (Sub-No. 61); by

Illinois Central Railroad Company (IC) in STB Finance Docket No. 33388

(Sub-No. 62); by R.J. Corman Railroad Company/Western Ohio Line (RJCW)

in STB Finance Docket No. 33388 (Sub-No. 63); jointly by (i) the State

of New York, acting by and through its Department of Transportation

(NYDOT), and (ii) the New York City Economic Development Corporation

(NYCEDC) in STB Finance Docket No. 33388 (Sub-No. 69); 2

jointly by the Belvidere & Delaware River Railway (BDRV) and the Black

River & Western Railroad (BRW) in STB Finance Docket No. 33388 (Sub-No.

72); by New England Central Railroad, Inc. (NECR), in STB Finance

Docket No. 33388 (Sub-No. 75); by Indiana Southern Railroad, Inc.

(ISRR), in STB Finance Docket No. 33388 (Sub-No. 76); by Indiana & Ohio

Railway Company (IORY) in STB Finance Docket No. 33388 (Sub-No. 77); by

Ann Arbor Acquisition Corporation, d/b/a Ann Arbor Railroad (AA), in

STB Finance Docket No. 33388 (Sub-No. 78); by Wheeling & Lake Erie

Railway Company (W&LE) in STB Finance Docket No. 33388 (Sub-No. 80);

and jointly by Canadian National Railway Company (CN) and Grand Trunk

Western Railroad Incorporated (GTW) in STB Finance Docket No. 33388

(Sub-No. 81). The Board is also accepting for consideration the notice

of exemption filed by GTW in STB Finance Docket No. 33388 (Sub-No. 83).

The responsive applications filed in STB Finance Docket No. 33388 (Sub-

Nos. 35, 36, 39, 59, 61, 62, 63, 69, 72, 75, 76, 77, 78, 80, and 81)

are responsive to the primary application filed June 23, 1997, in STB

Finance Docket No. 33388 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).3 The notice of exemption filed in STB

Finance Docket No. 33388 (Sub-No. 83) is related to the responsive

application filed in STB Finance Docket No. 33388 (Sub-No.

81).4

\1\ Elgin, Joliet & Eastern Railway Company and Transtar, Inc.

are referred to collectively as EJE. I & M Rail Link, LLC is

referred to as IMRL.

\2\ The responsive application filed jointly by NYDOT and NYCEDC

purports to be filed both in STB Finance Docket No. 33388 (Sub-No.

69) (this being the sub-number docket reserved by NYDOT) and in STB

Finance Docket No. 33388 (Sub-No. 54) (this being the sub-number

docket reserved by NYCEDC). Although there are two responsive

applicants there is only one responsive application, and we will

treat this single application as if it had been filed in STB Finance

Docket No. 33388 (Sub-No. 69) only.

\3\ 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 or CR. CSX, NS, and Conrail are referred to collectively as

the primary applicants.

\4\ The responsive applications filed in STB Finance Docket No.

33388 (Sub-Nos. 35, 36, 39, 59, 61, 62, 63, 69, 72, 75, 76, 77, 78,

80, and 81) and the notice of exemption filed in STB Finance Docket

No. 33388 (Sub-No. 83) are hereinafter referred to collectively as

the ``responsive filings.''

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

DATES: The effective date of this decision is November 20, 1997.

Comments regarding the responsive filings must be filed with the Board

by December 15, 1997. Rebuttal in support of these responsive filings

must be filed with the Board by January 14, 1998. Briefs (not to exceed

50 pages) must be

[[Page 62108]]

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

filed with the Board by February 23, 1998.

ADDRESSES: An original and 25 copies of all comments referring to STB

Finance Docket No. 33388 (Sub-No. 35), STB Finance Docket No. 33388

(Sub-No. 36), STB Finance Docket No. 33388 (Sub-No. 39), STB Finance

Docket No. 33388 (Sub-No. 59), STB Finance Docket No. 33388 (Sub-No.

61), STB Finance Docket No. 33388 (Sub-No. 62), STB Finance Docket No.

33388 (Sub-No. 63), STB Finance Docket No. 33388 (Sub-No. 69), STB

Finance Docket No. 33388 (Sub-No. 72), STB Finance Docket No. 33388

(Sub-No. 75), STB Finance Docket No. 33388 (Sub-No. 76), STB Finance

Docket No. 33388 (Sub-No. 77), STB Finance Docket No. 33388 (Sub-No.

78), STB Finance Docket No. 33388 (Sub-No. 80), STB Finance Docket No.

33388 (Sub-No. 81), and/or STB Finance Docket No. 33388 (Sub-No. 83)

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 20423-0001.5

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

\5\ 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 on all other

parties of record. 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 has already become a voluminous record.

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

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.

In addition, one copy of each document filed in these proceedings

must be served on: the U.S. Secretary of Transportation; the U.S.

Attorney General; Administrative Law Judge Jacob Leventhal, Federal

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

Washington, D.C. 20426; Dennis G. Lyons, Esq., Arnold & Porter, 555

12th Street, N.W., Washington, D.C. 20004-1202 (representing primary

applicants CSXC and CSXT); Richard A. Allen, Esq., Zuckert, Scoutt &

Rasenberger, LLP, Suite 600, 888 Seventeenth Street, N.W., Washington,

D.C. 20006-3939 (representing primary applicants NSC and NSR); and Paul

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

Street, N.W., Washington, D.C. 20036 (representing primary applicants

CRR and CRC).

In addition, one copy of all comments filed in these proceedings

must be served on the appropriate responsive applicant's

representative: William A. Mullins, Esq., Troutman Sanders LLP, 1300 I

Street, N.W., Suite 500 East, Washington, D.C. 20005-3314 (representing

NYSEG); Thomas J. Litwiler, Esq., Oppenheimer Wolff & Donnelly, Two

Prudential Plaza, 45th Floor, 180 North Stetson Avenue, Chicago, IL

60601-6710 (representing EJE, IMRL, BLE, IC, and WCL); Kevin M. Sheys,

Esq., Oppenheimer Wolff & Donnelly, 1020 Nineteenth Street, N.W., Suite

400, Washington, D.C. 20036-6200 (representing LAL and RJCW); William

L. Slover, Esq., Slover & Loftus, 1224 Seventeenth Street, N.W.,

Washington, DC 20036-3003 (representing NYDOT); Charles A. Spitulnik,

Esq., Hopkins & Sutter, 888 Sixteenth Street, N.W., Washington, D.C.

20006 (representing NYCEDC); Peter A. Greene, Esq., Thompson Hine &

Flory LLP, 1920 N Street, N.W., Suite 800, Washington, D.C. 20036

(representing BDRV and BRW); Karl Morell, Esq., Ball Janik LLP, Suite

225, 1455 F Street, N.W., Washington, D.C. 20005 (representing NECR,

ISRR, IORY, and AA); Charles H. White, Jr., Esq., Galland, Kharasch &

Garfinkle, P.C., 1054 Thirty-First Street, N.W., Washington, D.C.

20007-4492 (representing W&LE); and L. John Osborn, Sonnenschein Nath &

Rosenthal, 1301 K Street, N.W., Suite 600 East, Washington, D.C. 20005

(representing CN and GTW).

In addition, one copy of all documents filed in these proceedings

must be served on all other persons designated parties of record on the

Board's service list in STB Finance Docket No. 33388. See the service

list attached to Decision No. 21 (served August 19, 1997), as modified

in Decision No. 27 (served September 8, 1997), and as further modified

in Decision No. 43 (served October 7, 1997).6

\6\ Members of the United States Congress and Governors are not

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

filings, unless any such Member or Governor is designated as a party

of record. See Decision No. 12 (served July 23, 1997, and published

that day in the Federal Register at 62 FR 39577), slip op. at 19, 62

FR at 39588.

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

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

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

SUPPLEMENTARY INFORMATION: In the primary application filed with the

Board on June 23, 1997, primary applicants CSXC, CSXT, NSC, NSR, CRR,

and CRC seek 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. In various

related filings also filed June 23, 1997, the primary applicants seek

related relief contingent upon approval of the primary application. In

Decision No. 12, the Board accepted for consideration the primary

application and the various related filings, and directed that

responsive applications be filed by October 21, 1997.

Responsive Filings: Conditions Requested.

In STB Finance Docket No. 33388 (Sub-No. 35), NYSEG seeks: (1) on

behalf of NSR,7 or a third-party carrier suitable to NYSEG,

trackage rights over the CRC lines between Buffalo, NY, and NYSEG's

Kintigh Station; specifically, from the Niagara Branch MP 19.0 (CP-21)

8 to the Tuscarora Wye, for approximately 4,200 feet, to

Lockport Branch MP 69.6 (CP-69) to the connection with Somerset

Railroad Corporation at Lockport Branch MP 58.8 (CP-59) (a total

distance of approximately 11.2 miles);9 or (2) on behalf of

CSXT, or a third-party carrier suitable to NYSEG, trackage rights over

the CRC lines between Buffalo, NY, and NYSEG's Milliken, Goudey, and

Greenidge plants; specifically, from Chicago Line MP 1.7 (CP-DRAW) over

the Bison Running Track to Southern Tier Line MP 419.8 to Binghamton MP

215.3 including Binghamton Running Track and #4 Yard Track with

connections to: Vestal Industrial Track; on Vestal Industrial Track

from MP 192.3 to MP 195.4; and connections to Lehigh Secondary at

Southern Tier MP 255.2, Lehigh Secondary Track MP 269.5 to 271.6 and

connection to Ithaca Secondary; Ithaca Secondary from MP 271.6 to the

end of line at Milliken Station MP 321.0; connections to Corning

Secondary at Southern Tier Line MP 290.1 and 290.8, Corning

[[Page 62109]]

Secondary from MP 70.6 (CP-Glass) and MP 70.9 (GP-Gibson/CP-Corning) to

MP 0 (CP-335), including sidings, runarounds, and passing tracks (a

total distance of approximately 333.4 miles).

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

\7\ If exercised by NSR, modification of NSR's trackage rights

over CSXT and New York Central Lines LLC (NYC), as shown on pp. 220-

52 and 329-35 of Volume 8B of the primary application, would also be

required to eliminate any restrictions contained therein that would

prevent transportation to NYSEG's Kintigh Station, including, but

not confined to, limitations against interchanging with, or

operating over, property of Somerset Railroad Corporation.

\8\ Milepost is abbreviated MP. Control point is abbreviated CP.

\9\ If exercised by a third-party carrier, these rights would

include full access over: The Chicago Line between CP-2 and FW Tower

(CP-437) and the Belt Line Branch owned by NYC and operated by CSX

between the connection at FW Tower (CP-437), Buffalo, NY, at or near

MP 0.0, and the connection with the Niagara Branch (CP-1) at or near

MP 7.2, and the Niagara Branch operated by CSX between the

connection with the Belt Line Branch, at or near MP 7.5, ``and to''

Tuscarora Wye to CP-69 at MP 69.6 of the Lockport Branch to MP 58.8

(CP-59) and connection track to MP 0.0 of the Somerset Railroad

Corporation. This would cover a total distance of approximately 33.2

miles.

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

In STB Finance Docket No. 33388 (Sub-No. 36), EJE and IMRL seek to

acquire, and thereafter to divide into two equal parts, CRC's 51% stock

ownership of the Indiana Harbor Belt Railroad Company (IHB).

In STB Finance Docket No. 33388 (Sub-No. 39), LAL seeks to acquire

ownership of or trackage rights on approximately 1.0 route mile of

trackage constituting CRC's Genesee Junction yard in Chili, NY.

In STB Finance Docket No. 33388 (Sub-No. 59), WCL seeks to acquire

from The Baltimore & Ohio Chicago Terminal Railroad Company (B&OCT, a

wholly owned CSX subsidiary) a portion of B&OCT's Altenheim

Subdivision, including rail line, side track, yard trackage, and

associated right-of-way and appurtenances, beginning at a connection

between WCL and B&OCT trackage at B&OCT MP 37.4 at Madison Street,

Forest Park, IL, and extending to a point of connection with Union

Pacific Railroad Company (UPRR) and Conrail's Panhandle Line in the

vicinity of Rockwell Street, Chicago, IL.

In STB Finance Docket No. 33388 (Sub-No. 61), BLE seeks overhead

trackage rights over: (1) CRC's Mon Line between the connection with

BLE (Union Railroad Company, a BLE affiliate) at Pittsburgh (Duquesne),

PA, and CRC's Shire Oaks Yard in Shire Oaks, PA (a distance of

approximately 14 miles); and/or (2) CSXT's line (formerly the

Pittsburgh & Lake Erie Railroad Company) between the connection with

BLE (Union Railroad Company) at Bessemer (Pittsburgh), PA, and CSXT's

Newell Interchange Yard near Brownsville, PA (a distance of

approximately 40 miles). The overhead trackage rights sought by BLE

would be restricted to the transportation of coal originating at

current or future mines on the former Monongahela Railway Company lines

and destined to the P&C Dock at Conneaut, OH, for movement beyond.

In STB Finance Docket No. 33388 (Sub-No. 62), IC seeks to acquire

CSXT's Leewood-Aulon Line in Memphis, TN, which extends between CSXT MP

F-371.4 (IC MP 387.9) at Leewood and CSXT MP F-373.4 (IC MP 390.0) at

Aulon, a distance of approximately 2 miles.

In STB Finance Docket No. 33388 (Sub-No. 63), RJCW seeks to acquire

ownership of or trackage rights on Conrail's line of railroad between

approximately MP 54.4 and approximately MP 52.1 in Lima, OH.

In STB Finance Docket No. 33388 (Sub-No. 69), NYDOT and NYCEDC

seek: (1) Full service trackage rights in favor of a rail carrier other

than Conrail or CSX, to be designated jointly by NYDOT and NYCEDC, over

the lines of Conrail between points of connection with the Delaware &

Hudson Railway (D&H) at CP-160 near Schenectady, NY, and Selkirk Yard

near Selkirk, NY, on the one hand, and, on the other, CP-75 near

Poughkeepsie, NY, together with sufficient rights on tracks within

Selkirk Yard to permit the efficient interchange of freight with D&H;

(2) full service trackage rights in favor of a rail carrier other than

Conrail or CSX, to be designated jointly by NYDOT and NYCEDC, over the

lines of Conrail between the point of Conrail ownership at Mott Haven

Junction (``MO''), NY, and the point of connection with the lines of

the Long Island Railroad near Fresh Pond (``MONT''), NY, via the Harlem

River Yard; and (3) to the extent necessary to permit uninterrupted

rail freight transportation between CP-160 and/or Selkirk Yard, on the

one hand, and, on the other, Fresh Pond, a declaration that, pursuant

to 49 U.S.C. 11321(a), Metro-North Commuter Railroad Company, a

subsidiary of the Metropolitan Transportation Authority of the State of

New York, may grant unrestricted trackage rights over the lines between

CP-75 and Mott Haven Junction to a rail carrier other than Conrail or

CSX, notwithstanding any provisions of any agreements which purport to

limit or prohibit such a grant.

In STB Finance Docket No. 33388 (Sub-No. 72), BDRV and BRW seek:

(1) Removal of the restriction on certain D&H trackage rights that

prevents interchange between D&H and BDRV at Phillipsburg, NJ, and

between D&H and BRW at Three Bridges, NJ; (2) a grant of overhead

trackage rights to BDRV over lines to be acquired by NS from

Phillipsburg, NJ, to Manville, NJ (a distance of 40 miles), or to some

other operationally feasible point at which BDRV and CSXT can

interchange traffic; (3) a grant of overhead trackage rights to BRW

over lines to be acquired by NS from Three Bridges, NJ, to Manville, NJ

(a distance of 13 miles), or to some other operationally feasible point

at which BRW and CSXT can interchange traffic; and (4) a grant of

overhead trackage rights to BDRV and BRW over lines to be acquired by

NS between the BDRV-NS connection at Phillipsburg, NJ, and the BRW-NS

connection at Three Bridges, NJ (a distance of 29 miles).

In STB Finance Docket No. 33388 (Sub-No. 75), NECR seeks ``limited

trackage rights'': (1) Between Palmer, MA, and West Springfield, MA, a

distance of 18 miles, over the CRC line to be acquired by CSXT; (2)

between West Springfield, MA, on the one hand, and, on the other,

Albany, Selkirk, and Mechanicville, NY, a distance of 98 miles, over

the CRC line to be acquired by CSXT; and (3) between Albany, NY, and

the New Jersey/New York Shared Assets Area,\10\ a distance of 140

miles, over the CRC line located on the west side of the Hudson River

that is to be acquired by CSXT.\11\

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

\10\ The ``New Jersey/New York Shared Assets Area'' is

apparently the area that applicants refer to as the North Jersey

Shared Assets Area.

\11\ NECR's use of the term ``limited trackage rights'' is

intended to include: (a) The right to operate trains over the lines

described in the text; and (b) the right to interchange with all

carriers, including shortlines, at all junctions on the lines thus

described.

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

In STB Finance Docket No. 33388 (Sub-No. 76), ISRR seeks: (1)

Overhead trackage rights in Indianapolis, IN, between MP 6.0 on ISRR's

Petersburg Subdivision and Indianapolis Power & Light's Perry K

facility, over the CRC line to be acquired by CSXT; (2) overhead

trackage rights in Indianapolis, IN, between MP 6.0 on ISRR's

Petersburg Subdivision and Indianapolis Power & Light's Stout facility

located on the line of the Indiana Rail Road Company (INRD), over a

segment of the CRC line to be acquired by CSXT and a segment of the

INRD line; (3) local trackage rights over CRC's lines in Indianapolis,

IN, including the Indianapolis Belt Line, to be acquired by CSXT (ISRR

seeks trackage rights over all CRC lines in Indianapolis needed to

access the 2-to-1 shippers located in Indianapolis); (4) local trackage

rights between Indianapolis and Shelbyville, IN, a distance of 27

miles, over the CRC line to be acquired by CSXT; (5) local trackage

rights between Indianapolis and Crawfordsville, IN, a distance of 44

miles, over the CRC line to be acquired by CSXT; and (6) local trackage

rights between Indianapolis and Muncie, IN, a distance of 55 miles,

over the CRC line to be acquired by CSXT.\12\

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

\12\ ISRR's use of the term ``local trackage rights'' is

intended to include: (a) The right to operate trains over the lines

described in the text; (b) the right to interchange with all

carriers, including shortlines, at all junctions on the lines thus

described; and (c) the right to serve all shippers, sidings, and

team tracks located on the lines thus described.

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

In STB Finance Docket No. 33388 (Sub-No. 77), IORY seeks: (1)

Overhead trackage rights over CSXT between East Norwood, OH, and

Washington Court House, OH, a distance of 65 miles, with the right to

connect at Midland City with IORY's Greenfield branch; (2) local

[[Page 62110]]

trackage rights between Monroe, OH, and Middletown, OH, a distance of 5

miles, over the CRC line to be acquired by NSR (with the right to

connect at Middletown with CSXT and IORY's existing trackage rights

through Middletown over the CRC line between Springfield and

Cincinnati); (3) local trackage rights between Sidney, OH, and Quincy,

OH, a distance of 10 miles, over the CRC line to be acquired by CSXT;

(4) local trackage rights between Sharronville, OH, and Columbus, OH, a

distance of 125 miles, over the CRC line to be acquired by NSR; (5)

local trackage rights between Quincy, OH, and Marion, OH, a distance of

52 miles, over the CRC line to be acquired by CSXT; (6) local trackage

rights between Lima, OH, and Fort Wayne, IN, a distance of 59 miles,

over the CRC line to be acquired by CSXT; (7) local trackage rights

over CRC's Erie track in Lima, OH; and (8) local trackage rights

between Quincy, OH, and Marysville, OH, over the CRC line to be

acquired by CSXT.\13\

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

\13\ IORY's use of the term ``local trackage rights'' is

intended to include: (a) The right to operate trains over the lines

described in the text; (b) the right to interchange with all

carriers, including shortlines, at all junctions on the lines thus

described; and (c) the right to serve all shippers, sidings, and

team tracks located on the lines thus described.

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

In STB Finance Docket No. 33388 (Sub-No. 78), AA seeks: (1)

``Limited trackage rights'' between Toledo, OH, and Chicago, IL, via

Elkhart, IN, a distance of 230 miles, over the CRC line to be acquired

by NS; and (2) a condition permitting AA to interchange traffic with CP

Rail System at Ann Arbor, MI.\14\

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

\14\ AA's use of the term ``limited trackage rights'' is

intended to include: (a) The right to operate trains over the line

described in the text; and (b) the right to interchange with all

carriers, including shortlines, at all junctions on the line thus

described.

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

In STB Finance Docket No. 33388 (Sub-No. 80), W&LE seeks: (1)

Haulage and trackage rights to Chicago, IL, including access to Belt

Railway of Chicago and rights for interchange with all carriers,

specifically including WCL; \15\ (2) haulage and trackage rights from

Bellevue, OH, to Toledo, OH, a distance of 54 miles, for an interchange

with the Ann Arbor Railroad, Canadian National, and the Indiana & Ohio

Railroad (also including access to British Petroleum for movement of

coke to Cressup, WV); (3) haulage and trackage rights to Erie, PA, with

the right to interchange with other railroads; (4) the right ``to lease

to own'' CRC's Randall Secondary from Cleveland, MP 2.5, to Mantua, MP

27.5; (5) the right ``to lease to own'' the Huron Branch (Shinrock to

Huron) and Huron dock on Lake Erie; (6) haulage and trackage rights on

CSX from Benwood to Brooklyn Junction and its yard facilities for

commercial access to PPG and Bayer; (7) access on the Conrail Fort

Wayne Line to the National Stone quarry near Bucyrus, via the Spore

Industrial Track, a distance of 6.2 miles from CP Colsan, MP 200.5, on

the Fort Wayne Line (access to the Fort Wayne line would be from the

W&LE at CP Orr, MP 124, and from a point near Fairhope at MP 97.8); (8)

trackage rights on the NS Sandusky District from Chatfield, OH, to

Colsan, OH (for a junction with the Conrail Fort Wayne Line and access

to the Spore Industrial Track); (9) access (apparently via trackage

rights) to a stone quarry located on the Northern Ohio Railway at Maple

Grove, via a junction on the NS Fostoria District at MP 269.4; (10)

access (apparently via trackage rights over, among other lines, the

former Conrail Akron Secondary) to the stone terminals in the

Macedonia, Twinsburg, and Ravenna areas; (11) access, via haulage and

trackage rights, to Wheeling Pittsburgh Steel at Allenport, PA; and

(12) access, via haulage and trackage rights on the CSX New Castle

Subdivision, to the Ohio Edison Power plant at Niles, OH, and to Erie,

PA, for interchange to the Buffalo & Pittsburgh. W&LE also requests

that provision be made for an inclusion proceeding in the event that

W&LE fails during a post-merger oversight period.\16\

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

\15\ These rights would apparently run between Chicago, on the

west, and Carey and/or Bellevue, OH, on the east.

\16\ Various additional W&LE condition requests are scattered

throughout the verified statements submitted by W&LE witnesses in

the WLE-4 pleading filed October 21, 1997.

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

In STB Finance Docket No. 33388 (Sub-No. 81), CN and GTW seek

trackage rights over the Conrail northbound mainline between

approximately MP 16.5 and MP 18.0 at Trenton, MI, a distance of

approximately 1.5 miles, for the purpose of serving Detroit Edison's

Trenton Channel power plant.

In STB Finance Docket No. 33388 (Sub-No. 83), GTW has filed a

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

Trenton, MI, a connection between the Conrail northbound mainline and

the GTW Shoreline Subdivision.

Responsive Filings Accepted

Because the responsive applications filed by NYSEG, EJE/IMRL, LAL,

WCL, BLE, IC, RJCW, NYDOT/NYCEDC, BDRV/BRW, NECR, ISRR, IORY, AA, W&LE,

and CN/GTW, and also the notice of exemption filed by GTW, are in

substantial compliance with the applicable regulations, we are

accepting for consideration such responsive applications and such

notice of exemption.\17\

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

\17\ We reserve the right to require the filing of supplemental

information from any responsive applicant or any other party or

individual, if necessary to complete the record in this matter. See

Decision No. 12, slip op. at 18 n.29, 62 FR at 39587 n.29.

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

Public Inspection

The responsive filings 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. The

responsive filing made by any particular responsive applicant may also

be obtained upon request from that applicant's representative named

above.

Proceedings Consolidated

The responsive filings in STB Finance Docket No. 33388 (Sub-Nos.

35, 36, 39, 59, 61, 62, 63, 69, 72, 75, 76, 77, 78, 80, 81, and 83) are

consolidated for disposition with the primary application in STB

Finance Docket No. 33388 (and all embraced proceedings).

Comments May Be Submitted

Interested persons may participate formally by submitting written

comments regarding any or all of these responsive filings, subject to

the filing and service requirements specified above. Such comments

(referred to as ``Response[s]'' in the procedural schedule, see

Decision No. 12, slip op. at 26, 62 FR at 39591) must be filed with the

Board by December 15, 1997. Comments must include the following: the

commenter's position in support of or in opposition to the transaction

proposed in the responsive filing; any and all evidence, including

verified statements, in support of or in opposition to such proposed

transaction; and specific reasons why approval of such proposed

transaction would or would not be in the public interest.

Requests for Affirmative Relief Will Not Be Accepted

Because the responsive applications accepted for consideration in

this decision contain proposed conditions to approval of the primary

application in STB Finance Docket No. 33388, the Board will entertain

no requests for affirmative relief with respect to these responsive

applications. Parties may only participate in direct support of or in

direct opposition to these responsive applications as filed.

[[Page 62111]]

Pleadings Not Treated as Responsive Applications

A pleading styled as a ``responsive application'' was filed on

October 21, 1997, in a sub-number docket (Sub-No. 74) under the STB

Finance Docket No. 33388 lead docket by Congressman Dennis J. Kucinich.

While titled as a responsive application, this pleading does not

address the criteria for such applications as required under 49 CFR

part 1180. Rather, this pleading constitutes a comment on, and a

request for conditions with respect to, the CSX/NS/CR primary

application, and we will treat it as such and will docket this pleading

in the STB Finance Docket No. 33388 lead docket.

Certain additional pleadings styled as ``responsive applications''

were filed in the STB Finance Docket No. 33388 lead docket on or about

October 21, 1997, by: Jacobs Industries Ltd.; the State of Delaware

Department of Transportation; ASHTA Chemicals Inc.; Southern Tier West

Regional Planning and Development Board; and Resources Warehousing &

Consolidation Services, Inc. Because these pleadings also do not

satisfy the 49 CFR part 1180 requirements applicable to responsive

applications, we will treat these pleadings as comments on, and/or

requests for conditions with respect to, the CSX/NS/CR primary

application.

Additional Pleadings Treated as Filed in Lead Docket

Certain additional pleadings filed on or about October 21, 1997,

though not labeled ``responsive applications,'' were filed in various

sub-number dockets under the STB Finance Docket No. 33388 lead docket

by: Northern Virginia Transportation Commission and Potomac and

Rappahannock Transportation Commission (in Sub-No. 37); New Jersey

Department of Transportation and New Jersey Transit Corporation (in

Sub-No. 38); the Rhode Island Department of Transportation (in Sub-No.

42); Buffalo & Pittsburgh Railroad, Inc., Allegheny & Eastern Railroad,

Inc., Rochester & Southern Railroad, Inc., and Pittsburgh & Shawmut

Railroad, Inc. (in Sub-Nos. 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, and

56); the Eastern Shore Railroad, Inc. (in Sub-No. 57); Louisville &

Indiana Railroad Company (in Sub-No. 64); Housatonic Railroad Company,

Inc. (in Sub-No. 70); the Canadian Pacific Railway Company, Delaware

and Hudson Railway Company, Inc., Soo Line Railroad Company, and St.

Lawrence & Hudson Railway Company Limited (in Sub-No. 85); and the

Commonwealth of Massachusetts (in Sub-No. 86). Because these pleadings

contain comments on, and/or requests for conditions with respect to,

the CSX/NS/CR primary application, they will be docketed in, and they

will be treated as having been filed in, the STB Finance Docket No.

33388 lead docket.

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

be convertible by and into, WordPerfect 7.0. Spreadsheets must be in,

or be convertible by and into, Lotus 1-2-3 Version 7.\18\ 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 applicable to this proceeding,\19\ 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.\20\

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

\18\ 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 by and

into Lotus 1-2-3 Version 7, may nevertheless be useable by our

staff. For further information, contact Julia M. Farr, (202) 565-

1613.

\19\ The protective order governing this proceeding was entered

in Decision No. 1 (served April 16, 1997), and has been modified, in

minor respects, in Decision Nos. 4, 15, 22, and 46 (served May 2,

1997, August 1, 1997, August 21, 1997, and October 17, 1997,

respectively).

\20\ 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).

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

This action will not significantly affect either the quality of the

human environment or the conservation of energy resources.

It is ordered:

1. The responsive applications in STB Finance Docket No. 33388

(Sub-Nos. 35, 36, 39, 59, 61, 62, 63, 69, 72, 75, 76, 77, 78, 80, and

81), and the notice of exemption in STB Finance Docket No. 33388 (Sub-

No. 83), are accepted for consideration, and are consolidated for

disposition with the primary application in STB Finance Docket No.

33388 (and all embraced proceedings).

2. The parties shall comply with all provisions as stated above.

3. This decision is effective on November 20, 1997.

By the Board, Chairman Morgan and Vice Chairman Owen.

Decided: November 12, 1997.

Vernon A. Williams,

Secretary.

[FR Doc. 97-30543 Filed 11-19-97; 8:45 am]

BILLING CODE 4915-00-P