CSX CODE OF ETHICS



LETTER FROM THE PRESIDENT, CHAIRMAN & CEO



February 2004



Dear CSX Colleague:



Enclosed is a copy of CSX Corporation's updated and revised Code of Ethics. The

Code is intended to inform all employees in the CSX family of companies of the

Company's expectations and of employees' legal and ethical responsibilities and

obligations. CSX and its affiliated companies strive to apply high ethical,

moral and legal principles in every aspect of business conduct. That is what

"Right results, right way" means.



Our corporate vision is to be the safest, most progressive North American

railroad, relentless in the pursuit of customer and employee excellence. At its

core, the Code of Ethics expresses the fundamental values that must drive our

behavior. At CSX, we believe that living by a set of core values will guide the

way we treat each other and how we make business decisions. These shared values

are vital to securing and maintaining respect from our shareholders, employees,

Government officials and the public at large. We regard the quality of our

products and services, the safety of our employees and customers, and our

integrity in business dealings among our most valuable assets. Our daily

performance can add to, or detract from, our company's reputation and value as a

freight transportation company, an employer, a member of our local communities

and a national corporate citizen.



Although some of the policies included in this Code of Ethics may not apply to

you, I ask that you read the entire booklet and agree to abide by its terms, as

it applies to you. Each year, I will ask you to re-read the Code of Ethics.



Thank you for your part in maintaining our role as a leader in the marketplace

and in making us a leader in legal and ethical behavior.



Sincerely,



Michael J. Ward

CSX Corporation

Chairman, President and Chief Executive Officer



CSX Ethics Information Hotline: 1-800-737-1663



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CSX's ETHICS AND COMPLIANCE PROGRAM



CSX Corporation and its affiliated companies (referred to herein as "CSX" or the

"Company") are committed to maintaining high ethical and legal standards in

every aspect of its business conduct. CSX's reputation for adherence to laws,

regulations and its written Code of Ethics is more important than the position

or personal advancement of any one officer or employee. CSX's continued success

and, most importantly, the lives and safety of its employees and customers,

depends on the strength of the Company's efforts to detect, prevent and promptly

remedy any actual or suspected misconduct.



CSX operates a corporate-wide program to coordinate, implement and monitor

compliance with corporate values; laws and regulations applicable to the

Company's business operations; and Company policies and procedures. Oversight of

the Ethics and Compliance Program is the responsibility of Audit and Advisory

Services.



CSX expects its directors, officers and employees to understand and abide by all

legal requirements governing the Company's business and operations. The Company

provides ongoing education and guidance concerning applicable laws and

regulations. Employees who wish to obtain more information on these issues

should talk with their supervisor or call the CSX Ethics Information Hotline at

1-800-737-1663. Complying with the law, however, is just part of what we must

do. Directors, officers and employees should continually try to avoid even the

appearance of impropriety in matters involving legal obligations, the Company's

Code of Ethics or other Company policies and procedures.



CSX CODE OF ETHICS



CSX Corporation has in place a Code of Ethics applicable to all directors,

officers and employees of the corporation and its subsidiaries, wherever

located.(1) The Code covers conflicts of interest, insider trading, protection

of confidential information and proper use of company assets, and compliance

with laws and regulations applicable to the Company's business operations, among

other issues central to our business and operations. This Code of Ethics

provides the framework for the rules and policies of the subsidiary for which

you work. Copies of those rules are available from your supervisor or Human

Resources representative. Depending on your job description, you may be subject

to additional and more specific rules covering one or more of the topics

discussed in this Code of Ethics.



It is important for you to understand that:



-    You are personally responsible for your own conduct in complying with all

     provisions of this Code of Ethics and for promptly reporting known or

     suspected violations of this Code of Ethics to your supervisor, manager or

     the CSX Ethics Information Hotline (1-800-737-1663).



-    If you are a supervisor or manager, you are responsible and accountable for

     ensuring that your employees understand and comply with this Code of

     Ethics;



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

(1) CSX Corporation is comprised of principal business units, other

transportation business units and non-transportation units. Principal business

units of CSX Corporation are CSX Transportation, CSX Intermodal and CSX World

Terminals LLC. Other transportation business units include CSX Technology; CSX

Real Property; TRANSFLO; Total Distribution Services, Inc; and BridgePoint.

Non-transportation business units are The Greenbrier resort hotel and Yukon

Pacific Corporation.



CSX Ethics Information Hotline: 1-800-737-1663



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-    No one in this Company has the authority or right to order, request or even

     influence you to violate this Code of Ethics or the law;



-    You will not be excused for violating this Code of Ethics for any reason,

     even at the request of another person, including your supervisors, managers

     or Company officers;



-    Any attempt by any person to have another violate this Code of Ethics,

     whether successful or not, is itself a violation and may be a violation of

     the law;



-    Any retaliation or threat of retaliation against any person for refusing to

     violate this Code of Ethics or for reporting in good faith a violation or

     suspected violation of this Code of Ethics is itself a violation and may be

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