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Issuer Delisting; Notice of Application of CSX Transportation, Inc. to Withdraw its Monon Railroad 6% Income Debentures (due January 1, 2007), from Listing and Registration on the New York Stock Exchange, Inc.
File No. 1-03359

June 21, 2005

On June 6, 2005, CSX Transportation, Inc., a Virginia corporation ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")1 and Rule 12d2-2(d) thereunder,2 to withdraw its Monon Railroad 6% income debentures (due January 1, 2007) ("Security"), from listing and registration on the New York Stock Exchange, Inc. ("NYSE").

The Board of Directors ("Board") of the Issuer approved resolutions on May 17, 2005, to withdraw the Security from listing and registration on the NYSE. The Board stated the following reasons factored into its decision to withdraw the Security from the NYSE. First, there are only a limited number of security holders of the Security. As of April 7, 2005, at least $2,900,000 of the approximately $3,100,000 principal amount outstanding was held by 70 registered holders. The Issuer believes there are fewer than 300 holders of record of the Security. Second, the Security trades infrequently on NYSE and the Issuer does not anticipate that such trading might increase appreciably. Based on information provided by NYSE, the Security traded in only 5 of the last 12 months (for the period ending May 31, 2005), representing a total of 288 trades. Third, the Issuer will realize cost and expense savings by withdrawing listing of the Security from NYSE and suspend its reporting requirements with the Commission. The Company is required to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K with the Commission. In light of the relatively small number of holders and the infrequent trading of the Security, the Issuer wishes to eliminate the costs associated with continued listing and the reporting obligations with respect to the Security, including administrative and personnel costs, auditor fees and legal fees. Under Rule 12h-3(b)(1)(i) of the Act, the Company is permitted to suspend its reporting obligations with respect to the Security by filing a Form 15 with the Commission. In addition, the Issuer has no other securities outstanding that require it to maintain a listing for its Security on the NYSE or to continue to files reports with the Commission. Fourth, the Issuer is not obligated to list the Security, pursuant to the terms of the indenture under which the Security was issued, or to maintain a listing for the Security on NYSE or on any other exchange. Fifth, delisting of the Security will not have a material impact on the holders of the Security. The Issuer believes that, in light of the limited number of holders and low trading volume, a withdrawal of the Security from listing on NYSE will not have a material impact on the holders of the Security.

The Issuer stated in its application that it has complied with NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration by providing NYSE with the required documents governing the removal of securities from listing and registration on NYSE.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the NYSE and from registration under Section 12(b) of the Act,3 and shall not affect its obligation to be registered under Section 12(g) of the Act.4

Any interested person may, on or before July 15, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of NYSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic comments:

  • Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
  • Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-03359 or;

Paper comments:

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-9303.

All submissions should refer to File Number 1-03359. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5

Jonathan G. Katz



Modified: 06/22/2005