STB REPORT #5 - MARCH 1 - 15, 1998
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A compilation of decisions and notices published by the Surface Transportation Board.  
Includes information on track abandonments, ownership changes and trackage rights agreements.
Condensed for readability.  The full text is available at www.stb.dot.gov/
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SURFACE TRANSPORTATION BOARD
DECISION
STB Docket No. AB-33 (Sub-No. 112X) 

UNION PACIFIC RAILROAD COMPANY ABANDONMENT EXEMPTION 
IN LANCASTER COUNTY, NE

     In this decision, we are denying a petition filed by Lincoln Lumber Company (LLC) to
reopen our decision served December 3, 1997, in which we set the terms and conditions for its
Offer of Financial Assistance (OFA) to purchase a portion of Union Pacific Railroad Company's
(UP) Lincoln Branch in Lincoln, NE.  We are also denying a petition by the National Association
of Reversionary Property Owners (NARPO) seeking to reopen the Decision and Notice of Interim
Trail Use served September 24, 1997, in which we permitted UP to abandon a segment of its
Lincoln Branch and imposed an interim trail use condition.
     In the September 24 decision, we exempted UP from prior approval requirements to
abandon a 1.88-mile segment of its Lincoln Branch between milepost 494.76, near 10th Street,
and milepost 492.88, near 33rd Street, in Lincoln, NE.  The City of Lincoln, NE (City) had
requested a public use condition and an interim trail use/rail banking condition.  The City
indicated that it wanted to acquire the entire right-of-way to extend a trail, which it had already
developed to the University of Nebraska (University) campus in Lincoln.  UP had agreed to
interim trail use for the portion of the right-of-way between 18th Street and 33rd Street.  The
carrier declined to agree to negotiate interim trail use for the portion between 18th Street and
10th Street because it intended to donate that portion to the University.  We granted the
exemption subject to the public use condition for the entire right-of-way and an interim trail
use/rail banking condition for the portion of the right-of-way between 18th Street and 33rd Street. 
We noted that UP's intended donation of a portion of the right-of-way to the University would be
consistent with the public use condition.
     The exemption was scheduled to become effective on October 24, 1997.  But, on 
October 3, 1997, LLC filed an OFA to purchase a portion of the segment between 19th Street,
where the line connects with the Omaha, Lincoln & Beatrice Railway Company (OLB), and the
west edge of 24th Street.  A decision served on October 8, 1997, found that LLC was financially
responsible and postponed the effective date of the exemption authorizing abandonment of the
portion between 19th Street and 24th Street to permit the OFA process to proceed.  The decision
also provided that, before November 3, 1997, either party could request that the Board establish
the terms and conditions for the sale of the portion of the line if no agreement was reached during
negotiations.  The exemption permitting abandonment of the remainder of the segment became
effective on October 24, 1997.
     On October 14, 1997, NARPO filed a petition seeking to reopen the September 24, 1997
decision and vacate the interim trail use/rail banking condition.  UP and the City replied to
NARPO's petition.  We deferred ruling on NARPO's petition until the OFA process was
completed. 
     On November 3, 1997, LLC requested that the Board establish the conditions and amount
of compensation; UP replied to the request on November 7, 1997.  In the December 3 decision, 
we set the fair market value of the portion at $300,947, consisting of $292,600 for land and
$8,347 for the net salvage value of track and materials.  In a letter filed December 8, 1997, LLC
accepted the terms and conditions set in our December 3 decision, but noted that it intended to
file a petition to reopen that decision.  LLC also acknowledged that it would be bound by the
terms and conditions unless modified as a result of its petition.  While LLC had offered to
purchase the portion between 19th Street and 24th Street, it initially also agreed to acquire the
17,400 square foot portion of the right-of-way between 18th and 19th Street where OLB's track
is located.  In the December 3 decision, we noted that UP had excluded an adjoining 8,400 square
foot parcel located east of 18th Street that LLC did not want to acquire.  A decision served
January 16, 1998, authorized LLC to acquire the segment between 19th Street and 24th Street,
and dismissed the petition for exemption as to the segment between 19th Street and 24th Street,
effective on the date the sale is consummated.
     LLC filed its petition to reopen on December 23, 1997, claiming that material error
occurred in setting the value of land comprising the right-of-way.  UP replied on January 20,
1998.
     In its petition to reopen our set terms decision, LLC alleges that material error occurred
because UP was improperly permitted to increase the sales prices for comparative properties to
reflect inflation and location in valuing UP's right-of-way at $1.60 per square foot.  LLC further
claims that a 10,650 square foot parcel that is not used or required for rail service should be
excluded from the forced sale.  LLC further asserts that the land values should be reduced to
reflect a time-of-sale discount and property taxes.  UP has replied in opposition to all of LLC's
arguments. 
     In its petition to reopen, LLC cites Iowa Terminal R. Co. v. ICC, 853 F. 2d 965 (D.C.
Cir. 1988) (Iowa Terminal), to support its argument that  [t]here is no question of the right to
appeal a final determination in the offer-of-financial assistance (OFA) phase of an abandonment
proceeding.   LLC's reliance on Iowa Terminal is misplaced.  That case holds that a right of
appeal lies to the Federal appellate courts, because a decision of the Board setting terms and
conditions is an administratively final action from which no one has a right to seek administrative
review.  
     In Buffalo Ridge Railroad, Inc. Abandonment Exemption Between Manley, MN and
Brandon, SD, 9 I.C.C.2d 778 (1993) , however, the ICC did grant a limited reopening to correct
a clear mathematical error, explaining:

     The Commission may, however, at any time on its own initiative, reopen an
     administratively final action of the Commission based on material error, new evidence, or
     substantially changed circumstances.  

     Thus, consistent with prior precedent, we find that there is no right to an administrative
appeal of a decision of the Board setting terms and conditions of sale in response to an OFA. 
Rather, the decision whether or not to grant administrative review of such a decision lies within
the Board's discretion.  Furthermore, we believe that the manifest intent of Congress to expedite
proceedings precludes the Board from considering petitions to reopen in these cases on the same
basis as they are considered in other Board proceedings.  In Buffalo Ridge, as noted, the ICC
limited its review to the correction of a mathematical error.  We will therefore limit our review of
appeals from OFA decisions to the correction of similar indisputable errors.
     We set the value of the land in the right-of-way LLC is seeking to acquire based on the 
value determined by UP witness Dennis J. Knudsen, in his appraisal dated October 28, 1997.  Mr.
Knudsen valued the right-of-way at $355,000, based on a cost per square foot of $1.60.  Mr.
Knudsen's appraisal was based on the average cost per square foot of comparable sales on four
properties that occurred in November 1994, December 1994, and March 1995.  We accepted Mr.
Knudsen's appraisal because it contained reasonable comparable sales, and had not been
effectively contradicted by LLC.  We further adjusted the real estate value to remove an
assemblage premium.  Based on UP's appraisal, we valued the real estate at $292,600.  Mr.
Knudsen had previously appraised the real estate in the 1.88-mile segment on October 23, 1995. 
That appraisal was submitted with UP's exemption petition in this proceeding.
     In its petition, LLC points out that Mr. Knudsen's appraisal increased the value of the four
comparable sale properties to reflect inflation from the dates of each sale to the present at 4% per
year.  LLC disputes this adjustment and asserts that Mr. Knudsen did not establish that the sale
prices of land in the area had actually increased by 4% since the dates of sales of the comparable
properties.  LLC also asserts that the adjustment is inconsistent with Mr. Knudsen's verified
statement dated May 28, 1997, which had been submitted with UP's exemption petition, in which
he stated that:   Based on my general knowledge of land values in the Lincoln, Nebraska area, it is
my opinion that there has been little appreciable increase or decrease in the value of the Property
since October 1995.   LLC contends that removing the 4% inflation factor would reduce average
cost per square foot for the land to $1.44 and thereby reduce the land valuation by $29,235.  UP
responds that the 4% annual increase used by Mr. Knudsen may be characterized as  little
appreciable increase  and thus is consistent with his prior statement.
     LLC's claim fails to meet the extremely restrictive standards for obtaining discretionary
review of a decision setting terms and conditions.  Moreover, LLC's claim lacks merit under the
material error standard we apply to ordinary petitions to reopen.  LLC implies that UP has the
burden of proof and has failed to meet it.  The burden of proof in a petition to set terms and
conditions lies with the petitioner here, LLC.  UP based its real estate valuations on sales in the
area that took place in 1994 and 1995 and increased those valuations by 4% a year to make them
comparable to the value of real estate in Lincoln today.  LLC made no such adjustments, and LLC
did not support its claim that the values did not increase at all in the past 3-4 years.  As we and
our predecessor, the ICC, have noted in many cases,  where both offeror and offeree have
submitted acceptable appraisals and where it is impossible to determine which valuation is more
accurate, we shall accept the figure submitted by the offeree-railroad.   Absent specific evidence
supporting the offeror's estimates and contradicting the rail carrier's estimates, the burden of
proof standard requires acceptance of the railroad's estimates in forced sale proceedings.  
     LLC argues that UP's witness Knudsen undercuts his use of a 4% inflation factor by
stating that there had been  little appreciable increase  in the value of real estate in Lincoln since
1995.  A 4% increase is not inconsistent with such a statement.
     Mr. Knudsen's appraisal also increased the value of each of the comparable sales by a 5%
location factor.  In its petition, LLC contends that the 5% location factor is not justified, referring
to a  verified statement of Mr. James D. Jennings that it submitted with its request to set terms
and conditions.  Mr. Jennings had indicated that the right-of-way was located in the Malone
census area of Lincoln.  LLC alleges that the Malone area is the worst area of Lincoln and has the
highest percentage of families in poverty and the lowest average house valuations.  LLC asserts
that none of the comparable sales used by Mr. Knudsen involved property in the Malone district. 
LLC argues that Mr. Knudsen should have lowered the comparable sales prices to account for the
right-of-way's inferior location rather than increasing the sales prices.  Moreover, LLC contends
that Mr. Knudsen failed to explain why the right-of-way is superior in location to the comparable
properties he used or to the comparable properties cited by Mr. Jennings. 
     UP responds that Mr. Knudsen used comparable sales based on use of the properties as
commercial or industrial properties.  It claims that the income levels and home values of the
neighborhood are not relevant because the property is being sought for commercial use or
industrial use.  
     We are not persuaded that Mr. Knudsen's location adjustments to the comparable sale
prices are not warranted.  Mr. Knudsen's appraisal indicates that he has researched comparable
sales in Lincoln and performed an on-site inspection, thereby demonstrating that he is familiar
with property values in the area.  Moreover, LLC has not submitted any contrary evidence
relating to industrial/commercial values in the Malone area and other areas of Lincoln to support
its contention.  We, therefore, reject LLC's request to eliminate the location adjustment.
     LLC also contends that a 10,650 square foot parcel should be excluded from the portion it
is seeking to acquire, claiming that the parcel will not be used or required for rail service.  The
area that LLC seeks to exclude is part of the 17,400 square foot parcel between 18th Street and
19th Street where OLB's connecting track is located.  Apparently, OMB's track enters the right-
of-way from the north, 180 feet west of 19th Street, and then curves in a southwest direction and
then connects at 19th Street with the line LLC is seeking to acquire.  LLC concedes that it must
acquire a 6,750 square foot triangular shaped parcel where OLB's track is located, including an
area 15 feet south of the track centerline, which, it alleges, is sufficient to provide clearance for
trains.  LLC contends that it should not be required to acquire the remaining 10,650 square foot
triangular portion, located south of the OLM track, which, it alleges, is not necessary to provide
rail service.
     UP responds that the 10,650 square foot parcel that LLC seeks to exclude from forced
sale would not be marketable, and that its value would be reduced because of its irregular shape
and close proximity to the operating rail line.  
     LLC has not shown that reducing the land area of the right-of-way is warranted.  In OFA
proceedings, we do not favor and will closely scrutinize any offer to purchase less than the entire
right-of-way of the railroad.  We will not require the carrier to sell less than the entire width of the
right-of-way if the carrier would be left with the liability of unwanted and unproductive land.  The
offeror has the heavy burden of showing that the carrier will be compensated for the diminished
value of the real estate and must also show that the lesser amount of the right-of-way is sufficient
for effective rail operations.  
     LLC has not shown that UP would be compensated for the diminished value of the
retained 10,650 square foot parcel or that the retained parcel would be marketable.  Rather, it
appears that UP would be left with an odd shaped parcel of real estate that it does not want, that
it might not be able to sell, and that is located close to an operating railroad.  This is contrary to
the statutory intent that a carrier be justly compensated for the property taken through the OFA
process.  Nor has LLC satisfied its burden of showing that a reduced right-of-way will be
sufficient for continued rail operations.  The record lacks any evidence about rail operations over
the connecting track.  Also, the record lacks accurate maps or track charts showing the exact
location of tracks in this parcel.  
     LLC contends that the fair market value of land should be discounted to reflect a time of
sale factor and property taxes.  In LLC's view, the time of sale discounts should be considered
administrative costs of sale to determine net fair market value of land.  In our December 3
decision, we rejected, as unjustified, LLC's claim that the land value be discounted for a time of
sale factor of 1« years.  LLC claims that our refusal to permit any discount for time of sale was
error.  Noting that UP had indicated that the land would be sold in 4 months, LLC now asserts
that land values should be discounted for a 4-month time of sale factor, which it computes at 3%. 
LLC further contends that the base value of land should also be discounted to reflect property tax
expenses for the 4-month delay to sell the property, which it computes at .82% of the land value.  
     UP responds that the discounts asserted by LLC are not administrative costs of sale to
reduce the appraised market value of rail properties on the line.  UP further notes that the
December 3 decision rejected delay of sale discounts because of the strong interest by the City
and an adjoining property owner in purchasing the right-of-way.  UP indicates that this strong
interest continues.  
     We reject LLC's assertion that a time of sale discount should be applied to reduce the land
value of the portion it seeks to acquire.  Through the OFA process, we are required to give the
carrier the constitutional minimum value for the land.  Under the law of eminent domain,
constitutional minimum compensation for real estate is its appraised fair market value at the time
of the taking.  The law of eminent domain does not allow the value of property at the time of the
taking to be adjusted for inflation.  We follow the law of eminent domain in OFA proceedings for
setting the fair market value of land.  Thus, we reject the time of sale discount sought by LLC as
being inconsistent with the law of eminent domain.  
     We have permitted certain expenses, such as real estate commissions and selling costs, to
reduce the appraised value of the right-of-way land in determining fair market value, if these
expenses are fully supported and explained.  We reject, however, LLC's adjustment for tax
expenses over an assumed 4-month sell-off period because, as stated above, according to the law
of eminent domain, we are to determine the fair market value of land at the time of the taking. 
We must, therefore, ignore costs incurred after such time.
     Accordingly, we will deny LLC's petition. 
     NARPO claims that the interim trail use condition imposed in our September 24 decision
does not conform with the requirements of the Trails Act that an abandoned right-of-way must be
preserved intact for future rail service.  NARPO asserts that, if  UP donates a portion of the right-
of-way to the University, the right-of-way would not be intact for future rail service.  Allegedly,
the record indicates that the donated property may be used for buildings, parking garages, or
other improvements.  NARPO reasons that, without the donated portion, UP would not have a
viable connection with its main line if it restores service on other portions of the segment, and
thus rail service could not possibly be resumed on the whole segment as the Trails Act envisions. 
In support, NARPO cites an unpublished decision in Belka v. Penn Central Corp., 74 F.3d 1240
(6th Cir. 1996) (Belka), holding that, under Michigan law, a railroad right-of-way is deemed
abandoned and  impossible for use  as a trail where portions of the right-of-way had been sold or
lost through condemnation.  
     UP replies that the Board decision properly imposed an interim trail use condition for the
portion of the right-of-way between 33rd Street and 18th Street.  UP asserts that the Trails Act
and the Board's regulations do not require that the entire line be preserved intact, but permit a
potential trail user to acquire or use a portion of the length of the right-of-way.  UP and the City
further state that rail service could be reactivated on the portion of UP's right-of-way that is
subject to interim trail use.  UP indicates that it could negotiate trackage rights over OLB's line
that connects with the Lincoln Branch at 19th Street.  UP further states that, if LLC acquires the
portion between the OLB connection and 24th Street for continued rail service through the OFA
procedures, OLB will probably provide service over that portion.  UP asserts that it could
interchange traffic directly with OLB at 24th Street.  UP and the City assert further that Belka
was decided under Michigan law relating to right-of-way easements and would not apply to
federal law or reversionary interests in Nebraska.
     NARPO's objections to the trail use condition lack merit.  The Trails Act and our
regulations do not require that the entire length of a line segment be preserved for interim trail
use.  A trail use request can be approved for a portion of the length of a line.  The NITU noted
that UP agreed to negotiate an interim trail use/rail banking agreement for the portion of the line
between 19th Street and 33rd Street; it did not agree to trail use for the portion it intended to
donate to the University.  We, in turn, imposed the trail use condition for the remainder of the
segment between 18th Street and 33rd Street.  
     Apparently UP had used the portion to be donated to the University primarily to move
overhead traffic and local traffic generated on the line to connect with its main line in Lincoln.  
However, as we indicated in the September 24 decision, UP had already agreed to reroute
overhead traffic over other lines and to provide service to industries on the remainder of the
segment using the connection with OLB's line at 19th Street.  Thus, the donated portion would
not be necessary for future rail service on the remainder of the line that was subjected to the trail
use condition.  
     As noted in the September 24 decision, the trail use condition would be subject to an OFA
agreement for sale for continued rail service.  When LLC acquires the portion between 19th
Street and 24th Street for continued rail use under the OFA procedures, that portion would not be
subject to interim trail use.  However, the trail use condition remains viable for the remainder of
the portion between 24th Street to 33rd Street, which, UP states, could be served through
interchange with OLB at 24th Street.  In addition, the 8,400 square foot parcel between 18th
Street and 19th Street, which LLC did not seek to acquire, would also be subject to interim trail
use.  As we noted, that parcel is located just west of the OLB connection and could be available
for restored rail service.  Thus, portions of the line subject to interim trail use would not be
 impossible for use  as a rail right-of-way as in the Belka decision cited by NARPO.
     Accordingly, we will deny NARPO's petition to reopen.
     It is ordered:

     1.  LLC's petition to reopen the December 3 decision setting terms and conditions for sale
of the portion of the segment between 19th Street and the west edge of 24th Street is denied.

     2.  NARPO's petition to reopen the NITU served September 24, 1997, is denied.

Decided:  February 27, 1998
Service Date:  Late Release March 2, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
Finance Docket No. 32760
[Decision No. 79]

UNION PACIFIC CORPORATION, UNION PACIFIC RAILROAD COMPANY, AND
MISSOURI PACIFIC RAILROAD COMPANY CONTROL AND MERGER SOUTHERN
PACIFIC RAIL CORPORATION, SOUTHERN PACIFIC TRANSPORTATION
COMPANY, ST. LOUIS SOUTHWESTERN RAILWAY COMPANY, SPCSL CORP., AND
THE DENVER AND RIO GRANDE WESTERN RAILROAD COMPANY

     In Decision No. 44 (served August 12, 1996), we approved the common control and
merger of the rail carriers controlled by Union Pacific Corporation (Union Pacific Railroad
Company and Missouri Pacific Railroad Company) and the rail carriers controlled by Southern
Pacific Rail Corporation (Southern Pacific Transportation Company, St. Louis Southwestern
Railway Company, SPCSL Corp., and the Denver and Rio Grande Western Railroad
company)(collectively UP/SP), subject to various conditions including numerous environmental
mitigation conditions.  As pertinent here, the environmental conditions imposed in Decision No.
44 called for further, more focused mitigation studies to arrive at specifically tailored mitigation
plans for Reno, NV, and Wichita, KS, in addition to the environmental mitigation already
imposed, to assure that localized environmental issues unique to those communities are effectively
addressed.  The mitigation studies were to be completed within 18 months of the consummation
of the merger.
     On September 15, 1997, the Board's Section of Environmental Analysis (SEA) issued the
Preliminary Mitigation Plan (PMP) for Reno, NV, and Washoe County.  After comments on the
PMP were received, a Final Mitigation Plan (FMP) for Reno was issued February 11, 1998, as
contemplated by Decision No. 44.  Comments on the FMP are due to be filed March 12, 1998.
     By a letter dated February 24, 1998, however, counsel for Reno requests that we toll all
proceedings in the ongoing Reno mitigation study for a period of 8 months.  Specifically, Reno
asks that we toll both the current comment period on the FMP and completion of the ongoing
mitigation study process (i.e., the preparation of SEA's final recommendations and the issuance of
a final decision imposing additional localized mitigation measures we find appropriate, based on
our consideration of the PMP, FMP, all public comments, and SEA's final recommendations).  In
support of its request, Reno states that it is actively pursuing a funding plan to implement a
depressed trainway project through downtown Reno and is also engaged in good faith
negotiations with UP/SP.  By letter dated February 25, 1998, the Union Pacific Railroad
Company (UP) has advised us that it concurs with Reno's tolling request.  UP also agrees to
adhere to the train count limitations and reporting requirements set forth in paragraph 22a and
22b of Appendix G of Decision No. 44 during the period that the Reno mitigation study process is
tolled. 
     We will grant Reno's request and toll for an 8-month period the time for filing comments
on the FMP and the undertaking of further proceedings in the Reno mitigation study.  Should UP
and Reno reach agreement on a final mitigation plan, both parties shall immediately notify SEA, as
required by paragraph 22d of Appendix G to Decision 44.  Otherwise, a new 30-day comment
period on the FMP will commence at the expiration of the 8-month period during which
proceedings have been tolled.
     It is ordered:

     1.  Further proceedings on the 18-month mitigation study ordered for Reno in Decision
No. 44, Appendix G, 22a-22d, are tolled for 8 months from the date of service of this decision.

Decided:  February 27, 1998
Service Date:  Late Release March 2, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
STB Finance Docket No. 33527

PROVIDENCE AND WORCESTER RAILROAD COMPANY--.ACQUISITION AND
OPERATION EXEMPTION--CONNECTICUT CENTRAL RAILROAD COMPANY

     By petition filed December 3, 1997, Providence and Worcester Railroad Company (P&W)
seeks an exemption to acquire, via a stock exchange, and operate the Connecticut Central
Railroad Company (CCCL).  MSR, Inc. and Primary Steel, Inc. filed letters in support of the
acquisition.  On December 18, 1997, the United Transportation Union (UTU) filed a protest to
the transaction, which UTU later withdrew.  UTU expresses its support for the transaction. 
We will grant the petition for exemption.  
     P&W is a Class III rail carrier that operates in Connecticut, Massachusetts, Rhode Island
and New York.  It operates over approximately 520 miles of rail line and has approximately
150 employees.  
     CCCL is a Class III rail carrier that currently operates 17 miles of rail line, comprised of
five branches, in the area of Middletown, CT.  The track is owned by the Connecticut Department
of Transportation (C-DOT) and leased to CCCL pursuant to a 30-year lease that terminates in
2017.  The five branches operated by CCCL are as follows:  (1) the Wethersfield Industrial track
between milepost 16.2 in Middletown and milepost 14 in Cromwell, CT, a distance of
approximately 2 miles; (2) the Berlin Industrial track between an intersection with the
Wethersfield Industrial track at milepost 16.0 and its terminus, a distance of approximately 2
miles; (3) the Portland Industrial track between Middletown and its terminus at milepost 1.0, a
distance of approximately 1 mile; (4) the Laurel Secondary track between Middletown and
milepost 5, a distance of approximately 5 miles; and (5) the Middletown Secondary track between
milepost 22.2 in Middletown and milepost 15.0, a distance of approximately 7 miles.  CCCL also
has authority to operate other lines owned by C-DOT, but those lines are not currently in
operation.  CCCL employs 5 full-time and 11 part-time employees. 
     P&W has entered into a  Stock Exchange Agreement  (the Agreement), dated
October 30, 1997, with all of the shareholders of CCCL.  Pursuant to the Agreement, P&W will
issue its common stock to the shareholders of CCCL in exchange for all of the outstanding stock
of CCCL.  Upon consummation of the Agreement, CCCL will become a wholly owned subsidiary
of P&W.  
     According to petitioner, four shippers are currently located on the lines.  These customers
generate approximately 700 carloads of traffic annually, which move between CCCL's lines and
points beyond.  CCCL also moves approximately 400 carloads of sludge per year from
Middletown to the Mattabassett Treatment Plant.  Upon consummation of this transaction, P&W
states that it will operate the lines of CCCL with P&W trains and crews and serve CCCL
customers via a local train it presently operates between New Haven and Wallingford, CT.  It
appears that CCCL employees are not represented by a labor union.  P&W, however, states that it
intends to offer employment to certain of the full-time employees and perhaps one or more of the
part-time employees of CCCL.  According to P&W, those not employed by P&W will be eligible
for severance payments in accordance with CCCL's employee policies.   
     CCCL indicates that, after consummation of the Agreement, the shippers located on the
line will have new competitive options.  Where, prior to the Agreement, CCCL interchanged
traffic only with Conrail at New Haven, operation of CCCL by P&W will allow shippers new
interchanges with the Guilford System at Gardner, MA, with the Canadian Pacific via the Green
Mountain Gateway, and between P&W and Canadian National via the New England Central
Railroad.  
     Regulation is not needed to protect shippers from the abuse of market power.  Shippers
will benefit from P&W's existing interline connections and relationships with other rail carriers. 
These new interline connections for CCCL shippers should result in improved service and
competitive rates.  Indeed, two shippers filed comments in support of the proposed transaction. 
Nevertheless, we will require P&W to serve a copy of this decision on all shippers on CCCL's
lines within 5 days of the service date of this decision and certify to the Board that it has done
so.  
     It is ordered:

     1.  Under 49 U.S.C. 10502, we exempt the above-described acquisition from the prior
approval requirements of 49 U.S.C. 11323, et seq.

     2.  P&W shall serve a copy of this decision on all shippers on CCCL's lines within 5 days
of the service date of this decision and certify to the Board that it has done so.

     3.  Notice will be published in the Federal Register on March 3, 1998.

     4.  This exemption will be effective on April 2, 1998.

     5.  Petitions to stay must be filed by March 18, 1998.  Petitions to reopen must be filed by
March 30, 1998.

Decided:  February 23, 1998
Service Date:  March 3, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board 
[STB Docket No. AB-398 (Sub-No. 5X)]

San Joaquin Valley Railroad Company--Abandonment Exemption--in Tulare and Kern Counties,
CA

     San Joaquin Valley Railroad Company (SJVR) has filed a notice of exemption to abandon
a 9-mile line of its railroad between milepost 295.2 near Richgrove and milepost 304.2 near Hollis
in Tulare and Kern Counties, CA.  The line traverses United States Postal Service Zip Codes
93261 and 93250.
     Provided no formal expression of intent to file an offer of financial assistance (OFA) has
been received, this exemption will be effective on April 4, 1998, unless stayed pending
reconsideration.  
      SJVR shall file a notice of consummation with the Board to signify that it has exercised
the authority granted and fully abandoned the line.  If consummation has not been effected by
SJVR's filing of a notice of consummation by March 5, 1999, and there are no legal or regulatory
barriers to consummation, the authority to abandon will automatically expire.

Decided:  February 24, 1998.
Service Date:  March 5, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
STB Finance Docket No. 33472

FUN TRAINS, INC. OPERATION EXEMPTION 
LINES OF CSX TRANSPORTATION, INC.
AND FLORIDA DEPARTMENT OF TRANSPORTATION

     In a notice of exemption served and published October 23, 1997, Fun Trains, Inc. (Fun
Trains), a noncarrier, was authorized to operate an excursion rail passenger service between
milepost 1034 at Hialeah, FL, and milepost 793.5 at Poinciana, FL.  Fun Trains proposes to
operate over 241 miles of rail lines pursuant to trackage rights granted by the CSX
Transportation, Inc. (CSXT), and the Florida Department of Transportation (FDOT).  The
transaction was scheduled to be consummated on October 1, 1997.
     Concurrent with the filing of the notice of exemption, Fun Trains filed a motion to dismiss
the proceeding for lack of jurisdiction, asserting that the proposed intrastate excursion rail
passenger service is not subject to the Board's jurisdiction.  On October 15, 1997, the United
Transportation Union (UTU) replied, opposing the motion.  We will grant the motion and dismiss
this proceeding for lack of jurisdiction.
     Fun Trains and its corporate parent, First American Railways, Inc. (First American),
entered into agreements with CSXT and FDOT that granted Fun Trains exclusive overhead
trackage rights over their rail lines to operate a privately funded excursion passenger train to be
known as the  Florida Fun Train  for a 5-year term with an option to renew for another 5 years. 
Fun Trains  operating rights are subject to:  (1) National Rail Passenger Corporation's (Amtrak)
rights to operate intercity rail passenger service; (2) the Tri-County Commuter Rail Authority
(TCRA) rights to operate publicly funded passenger service; (3) the rights of others to operate
high speed passenger service; and (4) CSXT's rights to run freight service over the lines.  Amtrak
will supply the locomotives and crews used for Fun Trains  operations. 
     Fun Trains proposes to provide one-way and round trip entertainment service between
Hollywood and the Poinciana, FL area, to offer deluxe coach accommodations, food and
beverage service, and to provide onboard entertainment for tourists traveling between the Orlando
Disney World area and southeastern Florida.  Fun Trains states that it will not attempt to compete
with Amtrak or TCRA, and will not provide service between intermediate points to compete with
Amtrak or TCRA.  No joint ticketing arrangements will be available between Fun Trains and any
other carrier.
     In its motion to dismiss, Fun Trains contends that we do not have jurisdiction over its
proposed operations.  Fun Trains asserts that its operations are not sufficiently linked to, and part
of, the interstate system to be deemed  interstate commerce.   Fun Trains claims that its
operations would be totally intrastate and would not interchange or connect to interstate rail
carriers.  Fun Trains also notes that, although many of its potential riders will be tourists traveling
in interstate commerce, their journeys will not be continuous.  The number of customers who will
connect directly with Amtrak is expected to be minimal.  Allegedly, Fun Trains will market its
service for travelers and tourists who are looking for transportation that is  entertainment
oriented.   Assertedly, Fun Trains will not provide local service and will not seek nontourist
customers seeking transportation between Hollywood and Orlando.  Finally, Fun Trains states
that it has no plans to provide interstate rail freight service on this or any other rail line.
     UTU contends that, unlike carriers proposing to operate with their own crews and
equipment, Fun Trains proposes to use Amtrak crews, which are subject to the Rail Passenger
Service Act (RPSA).  UTU claims that finding that the transaction is outside the Board's
jurisdiction would disrupt the treatment of these crews and locomotives.  UTU asserts further that
Fun Trains did not submit copies of the agreements with its motion.  UTU also asserts that Fun
Trains did not disclose other factors, including whether it could restrict CSXT's freight service, or
control dispatching and maintenance, and whether it could force CSXT to abandon freight
service.  UTU maintains that it is unclear whether CSXT has transferred its common carrier rights
and obligations to Fun Trains.
     We have jurisdiction over transportation by rail carriers between a place in  a State and a
place in the same or another State as part of the interstate rail network.   As noted, our
predecessor, the Interstate Commerce Commission (ICC), determined that it did not have
jurisdiction over wholly intrastate rail passenger service where that service was not part of the
interstate rail passenger network. On the other hand, the ICC has determined that it had
jurisdiction over a railroad lying wholly within one state if the railroad participates in the
movement of passengers from one state to another under common arrangements with connecting
carriers, i.e., by means of through ticketing, or when the railroad participates in the movement of
freight in interstate or foreign commerce.  There is no indication here that Fun Trains  operations
will be sufficiently linked to or will be part of interstate commerce.  Fun Trains states that it will
not participate in through passenger operations or common carrier arrangements with Amtrak and
it will not transport freight in interstate commerce. 
     We are not persuaded by UTU's argument that we should assert jurisdiction here because
Amtrak will supply crews and equipment for Fun Trains  operations.  Our authority under the
RPSA is quite limited.  Our primary role is prescribing reasonable terms and compensation for
Amtrak's use of facilities of and receipt of facilities from rail carriers or regional transportation
authorities.  Because we lack general authority over Amtrak's routes and services, we have no
authority to regulate Amtrak's use of employees or equipment.  The fact that Amtrak employees
who provide service to Fun Trains are subject to the RPSA does not provide a basis for our
asserting jurisdiction.
     UTU expresses a concern that Fun Trains could control operations on CSXT and FDOT
trackage.  However, the agreements, which Fun Train submitted into the record and served on
UTU, show that CSXT has not transferred its common carrier obligations to Fun Trains.  Fun
Trains  operations will be subject to CSXT's control, on both CSXT and FDOT trackage.  CSXT
will control dispatching and operations of Fun Trains and its safety and operating rules will apply
to Fun Trains  operations.  CSXT will also be responsible for track maintenance.  The agreements
specify that Fun Trains  operations would not interfere with CSXT's freight operations or with
Amtrak's intercity passenger operations.  There is nothing in the agreements that would enable
Fun Trains to force CSXT to abandon the line or restrict CSXT's freight operations.  Thus, the
agreements show that CSXT will continue to control operations on its lines and FDOT lines after
Fun Trains commences operations.
     The record supports finding that Fun Trains  operations are not subject to our jurisdiction. 
Accordingly, we will dismiss this proceeding for lack of jurisdiction.
     It is ordered: 

     1.  The motion to dismiss is granted.  This proceeding is dismissed for lack of jurisdiction.

Decided:  February 24, 1998
Service Date:  March 5, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 33548]

A T & L Railroad Company, Inc. Trackage Rights Exemption Union Pacific Railroad
Company

     Union Pacific Railroad Company (UP) has agreed to grant overhead trackage rights to A
T & L Railroad Company, Inc. (ATL) over 31.65 miles of rail line in the State of Oklahoma
between Oklahoma City, milepost 483.35, and El Reno, milepost 515.0 (line).  The line is owned
by the State of Oklahoma and is leased and operated by UP. The trackage rights include the right
to interchange freight with all existing and future railroads at Oklahoma City and El Reno, and
industry access at Oklahoma City through reciprocal switching on the same basis as available to
UP and other railroads.
     The transaction was scheduled to be consummated on or after February 26, 1998.
     The purpose of the trackage rights is to extend ATL's existing service and to give ATL
access to additional carriers and shippers.

Decided:  February 25, 1998.
Service Date:  March 5, 1998  

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SURFACE TRANSPORTATION BOARD
DECISION
STB Docket No. AB-397 (Sub-No. 5X)

TULARE VALLEY RAILROAD COMPANY
--ABANDONMENT AND DISCONTINUANCE EXEMPTION--
IN TULARE AND KERN COUNTIES, CA

     In a decision in this proceeding served February 21, 1997, Tulare Valley Railroad
Company (TVR) was granted an exemption to abandon its 18.5-mile line segment between
milepost 47.2, near Lindsay, and milepost 66.0, near Ultra, in Tulare County, CA, but its request
to abandon the 5.9-mile segment between milepost 71+2969.2 (SP milepost 287.1), near Ducor,
and milepost 66.0, near Ultra, that is required to serve Cannella Chemical Company (Cannella), in
Tulare County, was denied.  The Board also granted TVR's request to discontinue trackage rights
over 25.7 miles of railroad owned by the San Joaquin Valley Railroad Co. (SJVR).  On March 18,
1997, TVR filed a petition for reconsideration of the February 21 decision.  On April 2, 1997, the
Public Utilities Commission of the State of California (CPUC) filed a reply.  The petition will be
denied.
     In denying the abandonment for the Ducor-Ultra segment, the February 21 decision found
that the evidence did not support the conclusion that the section 10502 exemption requirements
had been met.  The February 21 decision cited Boston and Maine Corporation--Abandonment
Exemption--In Hartford and New Haven Counties, CT, STB Docket No. AB-32 (Sub-No. 75X)
et al., (STB served Dec. 31, 1996) (Boston and Maine) for the proposition that the exemption
process  is used only when the information provided is sufficient for us to reach an informed
decision.   We noted that the typical abandonment exemption involves situations where shippers
do not object to the abandonment, or, if there is opposition,  revenue from their traffic is clearly
marginal compared to the cost of operating the line.   
     In denying the petition to abandon the Ducor-Ultra line, the Board found that  TVR has
failed to present credible evidence that this line segment cannot be operated profitably.   We
rejected TVR's carload per mile standard as indicia of the line's unprofitability.  We stated that
carloads per mile were not  a substitute for legitimate methods of determining profitability.  More
importantly, we will not use it as a substitute for evidence, which is what is lacking here.   Based
on the record as developed, we noted the line was potentially profitable.  We added, however,
that TVR had presented no evidence concerning  its non-surcharge revenues, operating expenses,
or indirect costs.  Ultimately, we do not have enough evidence to make a reasonable
determination as to the line segment's profitability.    
     Based on these factors and doubts as to transportation alternatives and evidence of shipper
investment in its facilities, we found:

     that use of the exemption process is not appropriate in these circumstances and
     that the petition for exemption should be denied for the Ultra to Ducor segment. 
     If TVR desires to pursue this aspect of the abandonment proposal, it must file a
     formal application under 49 U.S.C. 10903.  

     TVR seeks reconsideration only of the requirement that it file an abandonment application
to abandon the Ducor-Ultra line.  TVR argues that the brevity of the exemption proces sometimes
means that there is insufficient time to supplement the record.  Accordingly, we found that in
Boston and Maine,  that in many cases, there will not be sufficient time for us to provide parties
an opportunity to supply further evidence and still meet the statutory time limitations.   Under
these conditions, TVR cites Boston and Maine, for the proposition that

     where there is an inadequate record on which to grant the petition for exemption,
     the petition will be denied outright.  The petitioner may refile the petition for
     exemption if it can cure the noted problems.  In the alternative, it may file a formal
     application for abandonment in the first instance.

     TVR argues that, while there was an inadequate record in the February 21 decision to 
grant the petition, this did not mean that opponents had made a sufficient contrary showing. 
Instead, TVR claims that we found in the February 21 decision that the time limitations did not
permit supplementation of the record.
     TVR asks that, consistent with Boston and Maine, it be allowed to refile its petition for
exemption to cure problems in the petition.  It argues that time and expense militate against
requiring the filing of an application.  Secondly, TVR argues that, in view of Boston and Maine,
the Board should not treat similarly situated parties differently.  Finally, TVR argues that it should
not be permanently barred from using two of the three abandonment procedures--the petition for
exemption and the notice of exemption.
     The exemption process is designed to minimize regulatory burdens; and as, noted, in
exemptions from 49 U.S.C. 10903, this process is primarily used for lines where the shippers do
not contest the abandonment or where revenue from the line is minimal or marginal when
compared to the cost of operating the line.  In this proceeding, there has been shipper opposition
and, more significantly, serious questions have been raised about revenues and costs and about
whether the line is profitable.  Thus, the exemption process is inadequate for us to reach an
informed decision on whether this line of railroad may be abandoned.  Under these circumstances,
we will require the filing of an abandonment application, because any future decision concerning
the abandonment of this line must rest on solid financial data, readily available for review by
affected parties.
     Our formal abandonment regulations are designed to obtain reliable financial data, which
are essential for us to analyze TVR's complicated operating arrangements.  (TVR provides
service under an agency agreement with SJVR, which is a Class III carrier that owns and operates
the line that connects to TVR's system at Ducor.)  These procedures elicit what revenues may be
expected to accrue to the carrier from the line's operation, what the line's traffic potential is, and
the public need for service.  The formal abandonment regulations require an applicant to include
work papers and supporting documents for its application.  They require that revenue and cost
data be calculated in a prescribed manner and be fully supported and documented.  By contrast,
our exemption procedures are general in scope, and do not require the filing of the specific
information submitted with an abandonment application. 
     TVR argues that we should follow the Boston and Maine decision, where we allowed the
petitioning railroad to refile a petition for exemption, while here, we have directed TVR to file a
formal abandonment application.  TVR contends that, in Boston and Maine, we stated that a
second petition for exemption may be filed  if [the petitioning carrier] can cure the noted
problems.   TVR asks that it be given the opportunity to refile a petition for exemption to cure
the problems found in its original petition.  
     Boston and Maine, to the extent it permits the filing of a petition for exemption, is not
controlling here.  First, TVR does not state how in a petition it would cure the problems we found
in its original petition.  Second, Boston and Maine and this case differ in the evidentiary problems
that must be corrected.  In Boston and Maine, the petitioner had already presented information on
revenues, costs, and return on value for its embargoed line.  The Board found that it needed
evidence of the cost of restoring the line to service and the forecast year projection based on
increased traffic projected by protestants.   We there found that this evidence could be submitted
in an application or a petition.  Here, the evidence that TVR must submit is best presented in an
application: non-surcharge revenues, operating expenses, and indirect costs.
      TVR cites the time and expense burdens the parties and the Board would face if it is
forced to file a formal application.  We do not find that these perceived burdens on TVR
outweigh our responsibility to gather accurate revenue and cost information and to reach a fair
decision if TVR again proposes to abandon this line segment.  Moreover, the filing of a petition
might be even more burdensome for all concerned, since TVR has not demonstrated how a
petition would present sufficient information for us to make an informed decision.  Our February
21 decision sought  credible evidence  in order to reach  a reasonable determination of the line
segment's profitability.   The abandonment application process is the best vehicle to achieve this
here.
     TVR argues that it is unfair to bar it permanently from using either a petition for
exemption under 49 U.S. C. 10502 or the Board's class exemption at 49 CFR 1152 Subpart F--
Exempt Abandonments and Discontinuances for lines that have been out of service for 2 or more
years.  TVR states that our prior decision places no time limitation on our decision to require it to
file a formal application.  While TVR is correct that we have placed no time limitation on this
requirement, our rules of practice allow TVR to file a petition to reopen this proceeding at any
time for, inter alia,  substantially changed circumstances.   If, for example, Cannella no longer
needed service and stopped shipping, TVR could seek reopening, and we could remove the
application requirement upon a proper showing under section 1115.4.  Until the circumstances
surrounding the use of this line of railroad change substantially, however, we will require TVR to
file a formal abandonment application under 49 CFR part 1152, if it desires to pursue the
abandonment of this line and to discontinue service to Cannella.  Accordingly, TVR's petition for
reconsideration will be denied.
     It is ordered:

     1.  The petition is denied.

Decided:  February 24, 1998
Service Date:  March 6, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board 
[STB Docket No. AB-303 (Sub-No. 14X)]

Wisconsin Central Ltd.--Abandonment Exemption--in Wood County, WI 

     Wisconsin Central Ltd. (WCL) has filed a notice of exemption to abandon an
approximately .75-mile line of railroad between milepost 22 and milepost 22.75 northwest of
Wisconsin Rapids, in Wood County, WI.  The line traverses United States Postal Service Zip
Code 54495.
     Provided no formal expression of intent to file an offer of financial assistance (OFA) has
been received, this exemption will be effective on April 8, 1998, unless stayed pending
reconsideration.  
     WCL shall file a notice of consummation with the Board to signify that it has exercised the
authority granted and fully abandoned the line.  If consummation has not been effected by WCL's
filing of a notice of consummation by March 9, 1999, and there are no legal or regulatory barriers
to consummation, the authority to abandon will automatically expire.

Decided:  March 2, 1998
Service Date:  March 9, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
Docket No. AB-433X

IDAHO NORTHERN & PACIFIC RAILROAD COMPANY--ABANDONMENT
EXEMPTION--IN WALLOWA AND UNION COUNTIES, OR

     By decision served March 12, 1997, the Board granted, subject to conditions, a petition
filed by Idaho Northern & Pacific Railroad Company (IN&P) for an exemption to abandon a
60.58-mile portion of its Joseph Branch between milepost 23.0 near Elgin and milepost 83.58 at
Joseph, in Wallowa and Union Counties, OR (the line).  The decision provided that the exemption
would become effective on April 17, 1997.
     On April 7, 1997, the Oregon Parks and Recreation Department (Oregon) filed a request
for the issuance of a notice of interim trail use (NITU).  Alternatively, Oregon sought a 180-day
public use condition so that it could negotiate with IN&P for use of the line as a recreational trail. 
IN&P refused to negotiate with Oregon for interim trail use and, because section 1247(d) permits
only voluntary interim trail use, the request for a NITU was denied by decision served May 16,
1997.  However, because Oregon's submission met the requirements for a public use condition,
the request for a public use condition was granted in the same decision.  The public use condition
expired on October 14, 1997.  
     On November 10, 1997, Oregon filed a letter stating that it was involved in negotiations
with IN&P for use of the right-of-way for trail use purposes and, accordingly, sought a 4-month
extension of the public use condition.  When informed by staff that the 180-day public use
negotiating period was statutory and cannot be extended, Oregon, on November 26, 1997, filed a
letter seeking the issuance of a NITU.  This was followed by a petition filed December 12, 1997,
where Oregon once again filed a request for the issuance of a NITU.  By letter filed November
14, 1997, IN&P, after acknowledging that the public use condition cannot be extended, states that
it is now willing to enter into trail use negotiations with Oregon.  In addition, IN&P contends that
it  has taken no actions inconsistent with the Board's various decisions in this proceeding, and it
has not consummated its abandonment of the subject rail line.   
     Trail use requests may be accepted as long as the Board retains jurisdiction over the
involved railroad right-of-way.  Here, however, the railroad's actions have terminated our
jurisdiction.  Because the railroad had previously refused to negotiate for interim trail use, the line
must be considered abandoned when the public use condition expired.  Thus, the Board lost
jurisdiction over the line at that point, and the railroad's subsequent expression of willingness to
negotiate with Oregon does not resurrect that jurisdiction.  
     Because the Board no longer has jurisdiction over the right-of way, it cannot issue a
NITU.  Accordingly, the Trails Act is not available and the request for issuance of a NITU will be
denied.  Given the railroad's current willingness to negotiate, it may be that the parties can work
out an arrangement for interim trail use and/or rail banking outside the auspices of the Trails Act.
     It is ordered:  

     1.  The request for issuance of a notice of interim trail use is denied.

Decided:  March 3, 1998
Service Date:  March 9, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
STB Docket No. AB-491X
 
R.J. CORMAN RAILROAD COMPANY/PENNSYLVANIA
LINES--ABANDONMENT EXEMPTION--IN CAMBRIA COUNTY, PA

            By decision and notice of interim trail use or abandonment served December 12, 1997, the
Board granted R.J. Corman Railroad Company/Pennsylvania an exemption to abandon a 9.6-mile
line of railroad known as the Blacklick Secondary, extending from milepost 6.4 at Ebensburg
Junction to the end of the track at milepost 16, east of Nanty Glo, in Cambria County, PA, subject
to conditions.  (The decision also imposed a public use condition and a trail use condition for the
entire right-of-way involved in this proceeding.) The exemption was scheduled to become
effective on January 11, 1998.  Before the decision authorizing abandonment became effective,
the Cambria and Indiana Railroad Company (C&I), a rail carrier, timely filed an offer of financial
assistance (OFA) to purchase a 4.05-mile segment of the line, from milepost 6.4 to a connection
with C&I's track at milepost 10.45189.  
     By decision served December 24, 1997, C&I was found financially responsible, and the
effective date of the exemption authorizing abandonment was postponed for the 4.05-mile
segment located between milepost 6.4 and milepost 10.45189 to permit the OFA process to
proceed.  (The exemption authorizing abandonment of the remainder of the Blacklick Secondary
became effective on January 11, 1998.)  Subsequently, on January 21, 1998, C&I filed a request
that the Board establish the conditions and the amount of compensation for the sale of the line. 
Thereafter, in a decision served February 20, 1998, the Board set the purchase price for the line at
$341,774, and established terms for transfer of the line.  
     On February 26, 1998, C&I filed a notice of acceptance of the terms and conditions set by
the Board and acknowledged that it will be bound by them.  
     When a person offering to purchase a line accepts the terms and conditions set by the
Board, the offer is binding.  Accordingly, the sale will be approved and the petition for exemption
will be dismissed as to the segment located between milepost 6.4 and milepost 10.45189.  
     When C&I acquires the segment between milepost 6.4 and milepost 10.45189 for
continued rail use, that segment would not be subject to public use or interim trail use.  However,
the public use condition and trail use condition remain viable for the remainder of the Blacklick
Secondary.  
     It is ordered:

     1.  Under 49 U.S.C. 10904, C&I is authorized to acquire the segment located between
milepost 6.4 and milepost 10.45189.  

     2.  Under 49 U.S.C. 10904 and 49 CFR 1152.27(h)(7), the petition for exemption is
dismissed as to that segment located between milepost 6.4 and milepost 10.45189, effective on
the date the sale is consummated.

Decided:  March 3, 1998    
Service Date:  March 9, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 33560]

Norfolk Southern Railway Company--Corporate Family Exemption--Lease and Operation of
Mobile and Birmingham Railroad Company

     Norfolk Southern Railway Company (NSR), a Class I rail carrier, has filed a notice of
exemption to renew its lease and to operate approximately 147 miles of rail line owned by Mobile
and Birmingham Railroad Company (M&B), a Class III carrier and a subsidiary of NSR, located
in the State of Alabama.
     NSR states that the lease was to be extended prior to March 1, 1998.  The earliest the
transaction could be consummated was February 25, 1998, the effective date of the exemption
(7 days after the exemption was filed).
     The proposed  renewal of its lease with M&B is exempt because it is within the NSR
corporate family and will not result in adverse changes in service levels, operational changes or a
change in the competitive balance with carriers outside the NSR corporate family.

Decided:  March 2, 1998.
Service Date:  March 9, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Docket No. AB-33 (Sub-No. 118X)]

Union Pacific Railroad Company--Abandonment Exemption--In Colorado Springs,
El Paso County, CO (Templeton Gap Spur)

     On February 18, 1998, Union Pacific Railroad Company (UP) filed with the Surface
Transportation Board a petition to abandon a line of railroad known as the Templeton Gap Spur,
extending from the end of the line at railroad milepost 602.70 (at North Academy Boulevard) to
railroad milepost 605.77 (at Templeton Gap Road), in Colorado Springs, a distance of 3.07 miles,
in El Paso County, CO.  The line traverses U.S. Postal Service Zip Codes 80907 and 80909.  UP
indicates that there are no non-agency rail stations on the line. 
     By issuance of this notice, the Board is instituting an exemption proceeding.  A final
decision will be issued by June 8, 1998.

Decided:  March 3, 1998  
Service Date:  March 10, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
STB Docket No. AB-55 (Sub-No. 547X)

CSX TRANSPORTATION, INC.--ABANDONMENT
EXEMPTION--IN MUSKEGON COUNTY, MI

     In a decision and notice of interim trail use or abandonment (NITU) served on August 14,
1997, a 180-day period was authorized for the Michigan Department of Natural Resources
(MDNR) to negotiate an interim trail use/rail banking agreement with CSX Transportation, Inc.
(CSXT) for a 10.13-mile portion of its Detroit Division, Montague Subdivision, extending from
milepost 62.12 at Berry to milepost 72.25 at the end of track at Montague, including a 3.5-mile
industrial lead track at Montague, a total of 13.63 miles, in Muskegon County, MI.  The trail use
negotiating period was scheduled to expire on February 10, 1998.  MDNR also was granted a
180-day public use condition, which will expire on March 12, 1998.  Notwithstanding the NITU
and public use conditions that remained in effect, on October 7, 1997, CSXT filed a letter
advising that  CSX Transportation, Inc. abandoned the line of railroad effective September 25,
1997.   However, the trail use and public use conditions imposed in this proceeding are regulatory
barriers to consummation and, accordingly, CSXT's letter cannot, alone, provide valid notice that
this line has been fully abandoned.  Accordingly, the letter filed October 7, 1997, will be rejected. 
If CSXT had wanted to abandon during the Trails Act negotiating period, it would have had to
have obtained an order terminating that period.  Only then would the impediment to abandonment
have been removed, making the filing of a notice of consummation in order.  
     Moreover, by letter-requests filed February 3 and 10, 1998, both MDNR and CSXT,
respectively, seek a 180-day extension of the NITU negotiation period, stating that negotiations
are ongoing but that additional time is needed to complete an agreement.
     Because an extension of the negotiation period was requested while the NITU was in
effect, and the parties agree on the necessity for the extension, the request will be granted.  
     It is ordered:

     1.  The letter filed October 7, 1997, by CSXT in this proceeding is rejected.  
     
     2.  MDNR's and CSXT's requests to extend the NITU negotiation period are granted.

     3.  The NITU negotiation period is extended until August 9, 1998.

Decided:  March 6, 1998  
Service Date:  March 10, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 33541]

RMW Ventures, L.L.C. Corporate Family Transaction Exemption C&NC, L.L.C., Maumee &
Western, L.L.C., and Wabash Central, L.L.C.

     RMW Ventures, L.L.C. (RMW), a noncarrier holding corporation for C&NC, L.L.C.,
Maumee & Western, L.L.C., and Wabash Central, L.L.C., has filed a verified notice of exemption. 
The proposed exempt transaction is a merger of C&NC, L.L.C., Maumee & Western, L.L.C., and
Wabash Central, L.L.C., into RMW.  C&NC, L.L.C., Maumee & Western, L.L.C., and Wabash
Central, L.L.C. are Class III railroads which own rail lines in the States of Indiana and Ohio.
     The parties intended to consummate the transaction on or after February 20, 1998. 
However, the exemption in STB Finance Docket No. 33541 could not become effective until after
the effective date of the transaction in STB Finance Docket No. 33565.  The exemption in STB
Finance Docket No. 33565, which covers the transaction by which RMW would be authorized to
control C&NC, L.L.C., Maumee & Western, L.L.C., and Wabash Central, L.L.C., is scheduled to
become effective on March 5, 1998.
     The proposed merger will provide for unified management and development of the subject
rail properties.

Decided:  March 3, 1998
Service Date:  March 10, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 33561]

Port of Pend Oreille d/b/a Pend Oreille Valley Railroad Acquisition and Operation
Exemption The Burlington Northern and Santa Fe Railway Company

     Port of Pend Oreille d/b/a Pend Oreille Valley Railroad (POVA), a Class III rail carrier,
has filed a verified notice of exemption under 49 CFR 1150.41 to acquire the exclusive rail freight
easement and all track structures on a 24.9-mile rail line currently owned by The Burlington
Northern and Santa Fe Railway Company (BNSF).  Applicant states that BNSF will retain
ownership of the real estate underlying the rail line being acquired, and POVA will become the
exclusive operator of the rail line.  The rail line involved in the acquisition transaction is located
between milepost 1433.0, at Newport, WA, and milepost 1408.1, at Dover, ID.  In conjunction
with the acquisition of the rail freight easement and track structures, POVA will acquire incidental
overhead trackage rights over BNSF's 6.9-mile rail line between milepost 1408.1, at Dover, ID,
and milepost 1401.2, at North Sandpoint, ID.The Port of Pend Oreille is a municipal corporation
of the State of Washington and operates, as the Pend Oreille Valley Railroad, a 61-mile rail line
between Newport and Metaline Falls, WA.
     The transaction was scheduled to be consummated on or after March 1, 1998.

Decided:  March 3, 1998
Service Date:  March 10, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 33565]

RMW Ventures, L.L.C. Control Exemption C&NC, L.L.C., Maumee & Western, L.L.C., and
Wabash Central, L.L.C.

     RMW Ventures, L.L.C. (RMW), a noncarrier, has filed a notice of exemption to  control
three carrier corporations:  C&NC, L.L.C.; Maumee & Western, L.L.C.; and Wabash Central,
L.L.C.
     RMW was formed to be the parent holding company of the three simultaneously created
Class III rail carriers:  C&NC, L.L.C., which owns approximately 5.2 miles of rail line in the State
of Indiana; Maumee & Western, L.L.C. which owns approximately 51 miles of rail line in the
States of Indiana and Ohio; and Wabash Central, L.L.C.,which owns approximately 26.4 miles of
rail line in the State of Indiana.  Common carrier rail service is provided on each line by three
operating corporations.
     RMW states that its control of the three carrier entities actually occurred on or about
December 15, 1997, upon the acquisition of three separate rail lines by its three subsidiary
corporations.  Due to an apparent oversight, RMW did not file its verified notice of exemption
with the Board until February 26, 1998.  Thus, the effective date of the exemption is March 5,
1998 (7 days after the exemption was filed).  

Decided:  March 3, 1998
Service Date:  March 10, 1998 

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SURFACE TRANSPORTATION BOARD
DECISION
STB Docket No. AB-477 (Sub-No. 2X)

OWENSVILLE TERMINAL COMPANY, INC.--ABANDONMENT
EXEMPTION--IN GIBSON AND POSEY COUNTIES, IN

     By decision served November 7, 1997, the Board granted the Owensville Terminal
Company, Inc. (OTC) an exemption to abandon a line of railroad known as the Cynthiana-
Owensville Line, subject to labor protection conditions.  The line of railroad runs from milepost
277.0 north of Cynthiana to milepost 271.0 north of Owensville, a distance of 6.0 miles, in Gibson
and Posey Counties, Inc.  Before the decision authorizing abandonment became effective, the
Gibson County Farm Bureau Cooperative Association (the Farm Bureau) timely filed an offer of
financial assistance (OFA) to purchase a 2-mile segment of the line between milepost 273.0 and
milepost 271.0.
     A decision served November 20, 1997, found the Farm Bureau financially responsible and
postponed the effective date of the exemption for the 2-mile segment to permit the OFA process
to proceed.  The exemption permitting abandonment of the remainder of the line became effective
on December 7, 1997.  Subsequently, the Farm Bureau requested that the Board establish the
conditions and amount of compensation for sale of the segment.  In a decision served January 16,
1998, the Board set the purchase price of the segment at $120,500 and established terms for
transfer of the segment.  
     On January 26, 1998, the Farm Bureau notified the Board that it accepted the terms and
conditions.  By decision served February 3, 1998, the Board authorized the Farm Bureau to
acquire the segment between milepost 273.0 and milepost 271.0 and dismissed the petition for
exemption as to that segment, with the dismissal to become effective on the date of
consummation.  A decision dated February 25, 1998, and served February 27, 1998, denied a
petition filed by the Farm Bureau to reopen the November 7 decision.  
     By joint motion filed on February 26, 1998, OTC and the Farm Bureau request that the
exemption granted in the November 7 decision for the 2-mile segment, which was subject to the
OFA, be reinstated.  OTC and the Farm Bureau indicate that, in negotiating a mutually agreeable
purchase agreement with respect to the 2-mile segment and surrounding properties, they have
agreed to settle this matter outside the OFA process.  Accordingly, the decision served
November 20, 1997, that postponed the effective date of the exemption permitting abandonment
of the 2-mile segment between 273.0 and milepost 271.00 will be vacated.  The prior
abandonment authorization in the November 7 decision for that segment will be effective on the
service date of this decision.
     It is ordered:

     1.  The joint motion of OTC and the Farm Bureau is granted. 

     2.  The decision served February 3, 1998, is vacated, and the exemption previously
authorized in the November 7, 1997, decision for the segment between milepost 273.0 and
milepost 271.0 is reinstated effective on the service date of this decision.  

Decided:  March 3, 1998  
Service Date:  March 11, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Docket No. AB-542X]

Harbor Belt Line Railroad--Discontinuance Exemption--Port of Los Angeles

     On February 19, 1998, Harbor Belt Line Railroad (HBL) filed with the Surface
Transportation Board a petition to discontinue its switching operations on tracks owned by the
City of  Los Angeles (the City) within the Port of Los Angeles (the Port) harbor complex, Los
Angeles County, CA.  The tracks traverse U.S. Postal Service Zip Codes 90731, 90744, 90802,
and 90822.
     This transaction is related to STB Finance Docket No. 33411 (STB served Dec. 2, 1997),
in which Pacific Harbor Line, Inc. (PHL), filed a notice of exemption to acquire operating rights
from the City to provide the switching services being discontinued here.  Upon commencement of
services by PHL, HBL will be replaced as the operator of the lines in the harbor complex and will
completely discontinue all operations.
     HBL was created in 1928 by the City and the railroads then serving the Port to provide
switching service within the Port.  HBL is now controlled by the City through its Board of Harbor
Commissioners, Union Pacific Railroad Company and The Burlington Northern and Santa Fe
Railway Company.
     By issuance of this notice, the Board is instituting an exemption proceeding.  A final
decision will be issued by June 9, 1998.

Decided: March 6, 1998.
Service Date:  March 11, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
STB Finance Docket No. 30724 (Sub-No. 2)

WISCONSIN AND CALUMET RAILROAD COMPANY, INC.--
NOTICE OF INTERIM TRAIL USE AND TERMINATION OF MODIFIED CERTIFICATE 
                                    
     In 1985, the Interstate Commerce Commission (ICC) issued a modified certificate of
public and necessity to the Wisconsin and Calumet Railroad Company (WICT).  The modified
certificate, in part, authorized WICT to operate a 58.95-mile line segment acquired by the State of
Wisconsin Department of Transportation (WISDOT) and the South Central Wisconsin Rail
Transit Commission (SCWRTC) following consummation of the abandonment in Illinois Central
Gulf R. Co .--Abandonment--Betw. Freeport, IL, and Madison, WI, Docket No. AB-43 (Sub-No.
28) (ICC served Dec. 22, 1980).  The modified certificate also included a 79.6-mile line segment
acquired by WISDOT pursuant to an order issued January 21, 1980, in Case No. 77 B 8999, In
the Matter of Chicago, Milwaukee, St. Paul and Pacific Railroad Company, Debtor  (U.S. Dist.
Ct. Northern District of Illinois, Eastern Division).  That portion of the modified certificate was
terminated and a notice of interim trail use was issued in Finance Docket No. 30724 (Sub-No. 1)
(ICC served Aug. 8, 1989).  
     By petition filed December 24, 1997, the WISDOT, on behalf of the Wisconsin
Department of Natural Resources and the Illinois Department of Natural Resources, seeks
issuance of a notice of interim trail use (NITU) for the purpose of using or preserving the right-
of-way for interim public transportation and recreational purposes (including highway, pedestrian,
and trail uses).  
         Our rules for termination of service under a modified certificate state:

               The duration of the service may be determined in the
          contract between the State and the operator.  An operator may not
          terminate service over a line unless it first provides 60 days  notice
          of its intent to terminate the service.  The notice of intent must be:  

               (a) Filed with the State and the Board, and

               (b) Mailed to all persons that have used the line within the 6
          months preceding the date of the notice.

     In this proceeding, the line of railroad involved was acquired after a consummated
abandonment.  The line was leased and/or operated by several entities prior to WICT's obtaining
a modified certificate in 1985.  When the modified certificate was issued, the line returned to the
national rail transportation system and became subject to ICC and then Board jurisdiction.  On
February 14, 1997, WICT gave notice that it would cease operations on April 15, 1997.  The
notice of termination filed by WICT is self-executing.  
     No Board action is required to cancel the modified certificate.  Neither the applicable
regulation, precedent or Board practice provide for any agency action following the filing of a
notice of termination of service.  Our jurisdiction over the involved line ended on April 15, 1997,
when WICT ceased operations.
     The facts presented here are distinguishable from the facts in Finance Docket No. 30724
(Sub-No. 1).  The notice of termination filed in that case simultaneously stated WISDOT's intent
to invoke interim trail use and rail banking under the Trails Act while the line was still under the
jurisdiction of the ICC.  The Sub-No. 1 proceeding presented a case of clear intent to implement
trail use and rail banking while the line was still a part of the national rail transportation system.   
     We will deny WISDOT's request for a NITU.  It should be noted that, while the Board
lost jurisdiction over the line when the modified certificate was terminated, the parties are, of
course, free to come to a trail use agreement.  They would simply be without the benefits
provided by the Trails Act.  
     On March 3, 1998, Village of Monticello, Green County Rail Preservation Committee,
Carol Strause, Wade Wittenwyler, Kenneth Tschudy, Irvin Eichorst, Richard Lahr, Cascade Rail
Corp., Inc., and Town of Montrose filed a petition to intervene in opposition to issuance of a
notice of interim trail use and apparently in support of resumption of rail service.  Given the
finding that the Board no longer has jurisdiction over the line, the petition will be denied as moot.
     It is ordered:

     1.  The request for issuance of a notice of interim trail use is denied for lack of jurisdiction. 

     
     2.  The petition filed on March 3, 1998, by Monticello et al., is denied as moot.

Decided:  March 4, 1998
Service Date:  March 11, 1998

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SURFACE TRANSPORTATION BOARD 
DECISION
STB Finance Docket No. 33407

DAKOTA, MINNESOTA & EASTERN RAILROAD CORPORATION CONSTRUCTION
AND OPERATION IN CAMPBELL, CONVERSE, NIOBRARA, AND WESTON
COUNTIES, WY, CUSTER, FALL RIVER, JACKSON, AND PENNINGTON COUNTIES,
SD AND BLUE EARTH, NICOLLET, AND STEELE COUNTIES, MN

ACTION:  Notice of Construction and Operation Application and Request for Comments on
Procedural Schedule.

SUMMARY:  The Board is publishing notice of an application filed by the Dakota, Minnesota &
Eastern Railroad Corporation (DM&E) requesting authority to construct and operate 280.09
miles of new railroad line, which would provide for an extension of DM&E's existing rail lines
into the Powder River Basin coal fields in northeastern Wyoming.  Specifically, the railroad seeks
authority to build:  (1) a 262.03-mile rail line between DM&E's existing main line in western
South Dakota and the coal producing region of the Powder River Basin (PRB) south of Gillette,
WY; (2) a 13.31-mile rail bypass around a portion of the line currently used by DM&E in and
near Mankato, MN; and (3) a new 2.94-mile rail connection in Owatonna, MN, between DM&E's
line and the line of I&M Rail Link, LLC.  
     DM&E also plans several related projects, which it states are not subject to the Board's
jurisdiction.  These include the comprehensive rebuilding of approximately 597.8 miles of its
existing rail lines consisting of:  (1) a 467.55-mile segment of DM&E main line between Wasta,
SD, and Mankato; (2) a 117.4-miles segment of DM&E main line between Mankato and Winona,
MN; and (3) a 12.85-mile segment of DM&E branch line north of Oral, SD, to a point south of
Smithwick, SD.  DM&E plans to perform a substantial upgrading of an additional 239.3 miles of
its existing rail lines, including the relocation and upgrading of an existing connection with
Canadian Pacific Railroad near Winona/Minnesota City.  
     This notice also requests comments on a procedural schedule based on a schedule that
DM&E has asked the Board to establish for this proceeding.

DATES:  Written comments must be filed by April 2, 1998. 

SUPPLEMENTARY INFORMATION:  Along with its application, DM&E has submitted a
petition to establish a procedural schedule for this proceeding.  DM&E's proposed schedule
would establish various due dates for submissions and due dates for Board action, both in
considering the merits of the application and in carrying out the environmental review process.  
     We believe it would be premature at this point to establish any sort of environmental
review schedule for the Board to meet its responsibilities under the National Environmental Policy
Act of 1969 (NEPA) and related environmental laws.  We lack substantive input from other
Federal and state agencies (for example, the U.S. Forest Service, U.S. Army Corps of Engineers,
U.S. Fish and Wildlife Service, and Wyoming State Historic Preservation Division) that may have
an interest in this proceeding.  Without information from these agencies, we cannot anticipate the
range of potential environmental impacts that may be involved with DM&E's proposal and how
long the Environmental Impact Statement (EIS) process is likely to take.  Of course, if DM&E
could work with these agencies to secure appropriate permits, identify potential environmental
impacts, and minimize or avoid such effects, the time required for us to meet our NEPA
obligations might be reduced.  We have directed our Section of Environmental Analysis to begin
preparation of a notice of intent to prepare an EIS and to initiate the public scoping process.  This
will enable us to begin to determine key environmental issues to be addressed in our NEPA
analysis as expeditiously as possible.  
     With regard to the merits of the application, DM&E has proposed alternative schedules of
90 and 180 days in which to develop the record and issue a decision on the merits, conditioned
upon completion of the environmental review process and consideration of the results of that
process in a final decision.  No actual construction could begin prior to issuance of that decision.
The proposal by DM&E that we issue a decision in 90 days does not warrant further
consideration, and we will not request comments on it.  That proposal simply does not provide
adequate opportunity for public participation.  Nor does it provide adequate time for the
necessary evaluation of the record in light of the statutory considerations we must undertake in
this case.  The proposed 180-day alternative, however, does appear to provide adequate
opportunity for public participation and for development of a sufficient record on which to base a
conditional grant of the application and make the findings required by the statute.  Therefore, we
are seeking comments on the proposal by DM&E that we issue a decision in 180 days approving
the applicant's construction proposal, conditioned upon consideration of the environmental
impacts of the proposed construction.  Under that proposal, we would issue a subsequent decision
after the completion of the EIS process, allowing construction to begin, if appropriate, based on a
consideration of the potential environmental impacts of the proposed transaction.
     We understand that the DM&E has caused notices to be published stating that comments
on the application are due March 27, 1998.  While interested parties may file comments by March
27, 1998, the Board will establish a new due date for comments on the merits of the proposed
transaction in any procedural schedule it ultimately adopts.  Accordingly, we will require DM&E
to cause notices to be published in the same places as the prior notices advising that comments
will not be due until the Board establishes a procedural schedule.  And after the Board publishes
such a schedule, DM&E must cause to be published new notices setting forth the schedule
adopted by the Board, including the due date for comments on the merits of the proposed
transaction.  
     The purpose of this notice is to solicit input as to the establishment of a procedural
schedule that provides adequate time for the submission and consideration of comments while still
enabling the proceeding to move forward as expeditiously as possible.  After reviewing the
comments, the Board will establish an appropriate procedural schedule for consideration of the
merits of the construction application.

Decided:  March 9, 1998.
Service Date:  March 11, 1998

APPENDIX

PROCEDURAL SCHEDULE ON THE MERITS

In the following schedule, the term  P  refers to the date that the Board issues a procedural
schedule based on the comments received from this notice and  P + n" means "n" days following
that date.

P         Procedural schedule established by the Board.

P + 7          Due date for publication by DM&E of newspaper notice announcing the
          procedural schedule.

P + 35    Due date for written comments on Application.

P + 40    Due date for DM&E's replies to written comments on Application.

P + 70    Board decision ordering hearing under modified procedures.

P+ 115    Due date for evidence and argument in opposition to the Application.

P+ 135    Due date for DM&E's reply evidence and argument in support of the
          Application.

P + 180 (or    Service of decision (a) conditionally approving Application, contingent on
earlier)  completion of environmental review process, or (b) disapproving
          Application.  

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 33551]

Kansas Southwestern Railway Company, L.L.C.--Acquisition Exemption--Union Pacific
Railroad Company 

     Kansas Southwestern Railway Company, L.L.C. (KSW), a Class III rail carrier,
has filed a notice of exemption to acquire and operate approximately 287.83 miles of rail line in
Kansas owned by Union Pacific Railroad Company (UP).   The lines involved in the acquisition
transaction consist of:   (1) UP's Hutchinson Branch from MP-572.677 on the east leg of the wye
and 1,213 feet of the west leg of the wye at Geneseo, KS, to MP-486.003 of the northeast leg of
the wye and 984 feet of the southwest leg of the wye at Wichita, KS; (2) UP's Hardtner Branch
from MP-485.938 at Wichita, KS, to MP-571.85 at Kiowa, KS; (3) UP's Stafford Branch from
MP-559.028 of the south leg of the wye and 955 feet of the north leg of the wye at Conway
Springs, KS, to MP-654.11 at Radium, KS; and (4) UP's Iuka Branch from MP-609.97 at Olcott,
KS, to MP-630.13 at Iuka, KS.  KSW currently leases and operates over the lines.  Following its
acquisition of the lines, KSW would continue to be the operator over the lines.
      The transaction was expected to be consummated on or shortly after the March 3, 1998
effective date of the exemption.

Decided:  March 3, 1998.
Service Date:  March 11, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 33562]

South Central Florida Express, Inc. Trackage Rights Exemption Florida East Coast Railway

     Florida East Coast Railway Company has agreed to grant overhead trackage rights
between milepost K-0.0 near Ft. Pierce, FL, and milepost K-15.0, and local trackage rights
between milepost K-15.0 and milepost K-70.4, at or near Lake Harbor, FL, to South Central
Florida Express, Inc.  The trackage rights were scheduled to take effect on March 2, 1998, the
effective date of the exemption.

Decided:  March 3, 1998.
Service Date:  March 11, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board 

[STB Docket No. AB-167 (Sub-No. 1182X)]

Consolidated Rail Corporation--Abandonment Exemption--in Indiana County, PA

     Consolidated Rail Corporation (Conrail) has filed a notice of exemption to abandon a
11.80 mile portion of the Blairsville Secondary Track between milepost 5.70+/- and milepost
17.50+/-, in Indiana County, PA.  The line traverses United States Postal Service Zip Codes
15716, 15717, 15750 and 15748.
     Provided no formal expression of intent to file an offer of financial assistance (OFA) has
been received, this exemption will be effective on April 11, 1998, unless stayed pending
reconsideration.  
     Conrail shall file a notice of consummation with the Board to signify that it has exercised
the authority granted and fully abandoned the line.  If consummation has not been effected by
Conrail's filing of a notice of consummation by March 12, 1999, and there are no legal or
regulatory barriers to consummation, the authority to abandon will automatically expire.

Decided:  March 4, 1998.
Service Date:  March 12, 1998

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SURFACE TRANSPORTATION BOARD
ENVIRONMENTAL ASSESSMENT
DOCKET NO. AB-398 (Sub. No. 5X) 

San Joaquin Valley Railroad:  Abandonment Exemption
in Tulare and Kern Counties, California 

     In the above entitled proceeding, San Joaquin Valley Railroad Company of Exeter,
California (SJVR), has filed a notice of exemption in connection with the abandonment of its line
of railroad between Milepost 295.2 near Richgrove and Milepost 304.2 near Hollis, a distance of
9 miles in Tulare and Kern Counties, California.  
     The right-of-way passes through light industrial and agricultural areas.  In its application,
SJVR states that there has been no traffic on the line during the past two years. 
     We recommend that no environmental conditions be placed on any decision granting
abandonment authority.
     Based on the information provided from all sources to date, we conclude that, as currently
proposed, abandonment of the line will not significantly affect the quality of the human
environment.  Therefore, the environmental impact statement process is unnecessary.

Service Date:  March 12, 1998

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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Docket No. AB-55 (Sub-No. 561X)]

CSX Transportation, Inc.--Abandonment Exemption--in Clarke County, GA

     On February 23, 1998, CSX Transportation, Inc. (CSXT) filed with the Surface
Transportation Board a petition to abandon a portion of its railroad line known as the Atlanta
Service Lane, Abbeville Subdivision, between milepost YYA-37.44 at East Athens and milepost
YYA-39.34 at Athens, a distance of 1.9 miles in Clarke County, GA.  The line traverses U.S.
Postal Service Zip Codes 30605 and 30601.  The line includes the station of East Athens.
     By issuance of this notice, the Board is instituting an exemption proceeding.  A final 
decision will be issued by June 12, 1998.

Decided:  March 9, 1998.
Service Date:  March 13, 1998

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SURFACE TRANSPORTATION BOARD
DECISION AND NOTICE OF INTERIM TRAIL USE OR ABANDONMENT
STB Docket No. AB-303 (Sub-No. 18X)

WISCONSIN CENTRAL LTD.--ABANDONMENT EXEMPTION--
IN POLK COUNTY, WI

     By petition filed November 24, 1997, Wisconsin Central Ltd. (WCL) seeks an exemption
to abandon a line of railroad known as the Dresser-Amery Line, between milepost 47.83 in
Dresser and milepost 63.08 in Amery, a distance of 15.25 miles, in Polk County, WI.  The United
Transportation Union (UTU) requests imposition of labor protective conditions.  In addition, the
Wisconsin Department of Transportation (WisDOT), on behalf of the Wisconsin Department of
Natural Resources (WisDNR), requests issuance of a notice of interim trail use (NITU).  We will
grant the exemption, subject to trail use, environmental and standard employee protective
conditions.
     WCL, a Class II rail carrier and wholly owned subsidiary of Wisconsin Central
Transportation Corporation, owns and operates approximately 2,000 miles of rail lines in four
upper midwestern states.  WCL states that the only shipper on the line, Amery Equity Co-op
(Equity), is pursuing plans to relocate its operations from Amery to Cylon, WI, which is on
another WCL line, between Owen, WI, and Minneapolis, MN, that has a more frequent level of
service.  Accordingly, WCL submits that Equity will receive better service as a result of the
relocation.  WCL states that, after abandonment, the track and materials that are salvageable will
be used for upgrading and maintaining its other active rail lines and the remaining material will be
sold as scrap.
     Regulation of the transaction is not necessary to protect shippers from the abuse of market
power because Equity, the only shipper on the line, will apparently receive better service from
WCL at its new location.  Nevertheless, to ensure that the shipper is informed of our action, we
will require WCL to serve a copy of this decision on Equity within 5 days of the service date of
this decision and certify to us that it has done so.
     SEA served an environmental assessment (EA) on January 23, 1998.  In the EA, SEA
indicated that WisDNR has advised the Board and WCL of a known petroleum soil contamination
site at the Amery Bulk Plant (Plant) in Amery located along the WCL right-of-way.  Accordingly,
SEA recommends, and we agree, that a condition be placed on any decision granting
abandonment authority requiring WCL to consult with WisDNR in order to fulfill WCL's
obligation in the clean up process at the Plant site, and any other contamination site involving the
WCL right-of-way in this abandonment.  This consultation will be required whether or not WCL
plans to initiate any salvage activity and prior to any salvage activity.
     SEA also indicated in the EA that the Wisconsin State Historic Preservation Officer
(SHPO) had not completed a determination of historical significance for several WCL properties
located on the right-of-way.  Therefore, SEA recommended that a condition be imposed requiring
WCL to retain its interest in and take no steps to alter the historic integrity of the right-of-way
until completion of the section 106 process of the National Historic Preservation Act.  However,
subsequent to service of the EA, SEA received a letter from the SHPO indicating that there are no
properties in the National Register of Historic Places located within the area of potential effect of
the proposed abandonment.  Accordingly, SEA now recommends, and we agree, that the historic
preservation condition not be imposed.
     WisDOT, on behalf of WisDNR requests issuance of a NITU under the National Trails
System Act, for the right-of-way involved in this proceeding.  Acquisition of the rail corridor
would allow WisDNR to use the right-of-way for bicycle, pedestrian or other trail purposes. 
WisDNR has submitted a statement of willingness to assume financial responsibility for the right-
of-way and acknowledged that the use of the right-of-way is subject to possible future
reconstruction and reactivation of the right-of-way for rail service.  By letter filed December 30,
1997, WCL states that it is willing to negotiate with WisDNR for interim trail use.  We will issue
a NITU for the described line.  The parties may negotiate an agreement during the 180-day period
prescribed below.  If an agreement is executed, no further Board action is necessary.  If no
agreement is reached within 180 days, WCL may fully abandon the line, subject to the conditions
imposed below.  
     It is ordered:

     1.  The request for a NITU under 49 U.S.C. 1247(d) is accepted.

     2.  Under 49 U.S.C. 10502, we exempt from the prior approval requirements of 49 U.S.C.
10903 the abandonment of the above-described line, subject to the employee protective conditions
in Oregon Short Line R. Co.--Abandonment--Goshen, 360 I.C.C. 91 (1979), and the condition
that WCL consult with WisDNR (whether or not WCL plans to initiate any salvage activity and
prior to any salvage activity) in order to fulfill WCL's obligation in the clean up process at the
Plant site, and any other contamination site involving the WCL right-of-way in this abandonment. 

     3.  WCL must serve a copy of this decision on Equity within 5 days after the service date
of this decision and certify to the Board that it has done so.

     4.  If an interim trail use/rail banking agreement is reached, it must require the trail user to
assume, for the term of the agreement, full responsibility for management of, any legal liability
arising out of the transfer or use of (unless the user is immune from liability, in which case it need
only indemnify the railroad against any potential liability), and for the payment of any and all taxes
that may be levied or assessed against, the right-of-way.

     5.  Interim trail use/rail banking is subject to the future restoration of rail service and to
the user's continuing to meet the financial obligations for the right-of-way.

     6.  If interim trail use is implemented, and subsequently the user intends to terminate trail
use, it must send the Board a copy of this decision and notice and request that it be vacated on a
specific date.

     7.  If an agreement for interim trail use/rail banking is reached by the 180th day after
service of this decision and notice, interim trail use may be implemented.  If no agreement is
reached by that time, WCL may fully abandon the line, provided the conditions imposed in this
proceeding are met.

     8.  Provided no OFA has been received, this exemption will be effective on April 12, 1998. 

     9.  WCL shall file a notice of consummation with the Board to signify that it has exercised
the authority granted and fully abandoned the line.  If consummation has not been effected by
WCL's filing of a notice of consummation by March 13, 1999, and there are no legal or
regulatory barriers to consummation, the authority to abandon will automatically expire.  

Decided:  March 9, 1998
Service Date:  March 13, 1998

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SURFACE TRANSPORTATION BOARD
DECISION
STB Finance Docket No. 33556

CANADIAN NATIONAL RAILWAY COMPANY, GRAND TRUNK CORPORATION, AND
GRAND TRUNK WESTERN RAILROAD INCORPORATED CONTROL ILLINOIS
CENTRAL CORPORATION, ILLINOIS CENTRAL RAILROAD COMPANY, CHICAGO,
CENTRAL AND PACIFIC RAILROAD COMPANY, AND CEDAR RIVER RAILROAD
COMPANY

ACTION:  Decision No. 2; Notice of prefiling notification.

SUMMARY:  Canadian National Railway Company (CNR), Grand Trunk Corporation (GTC),
and Grand Trunk Western Railroad Incorporated (GTW) [collectively referred to as CN], Illinois
Central Corporation (IC Corp.), Illinois Central Railroad Company (ICR), Chicago, Central and
Pacific Railroad Company (CCP), and Cedar River Railroad Company (CRRC) [collectively
referred to as applicants] have notified the Surface Transportation Board of their intent to file an
application seeking authority for the acquisition of control, by CNR, through its indirect wholly
owned subsidiary Blackhawk Merger Sub, Inc. (Merger Sub), of IC Corp., and through it of ICR
and its railroad affiliates, and for the resulting common control by CNR of GTW and its railroad
affiliates and ICR and its railroad affiliates.

SUPPLEMENTARY INFORMATION:  In the notice of intent (CN/IC-1) filed February 12,
1998, Applicants state that, on February 10, 1998, CNR, Merger Sub, and IC Corp. entered into
an Agreement and Plan of Merger under which Merger Sub will acquire up to 75% of the
common stock of IC Corp. in a cash tender offer, which was to begin on or about February 13,
1998.  That stock, and any other IC Corp. stock acquired by CN, will be placed in a voting trust
pending review of the merger by the Board. Applicants further state that, after consummation of
the tender offer and requisite approval by the shareholders of IC Corp., Merger Sub will merge
with and into IC Corp., with IC Corp. as the surviving corporation.  As a result of that merger, all
independent shareholders of IC Corp. will receive either CNR stock or a combination of CNR
stock and cash in exchange for their stock in IC Corp.  Upon consummation of the merger, the
stock of Merger Sub held by CNR will become the sole issued and outstanding stock of IC Corp.,
and CNR will place that stock in the independent voting trust pending review and approval of the
control transaction by the Board.  If and when the Board takes final and favorable action, the
voting trust will be dissolved, and CNR will assume control of IC Corp. and, through it, of CCP,
CRRC, and their railroad affiliates.
     Applicants state that they anticipate filing their application on or before June 12, 1998.
     It is ordered:
     1.  This proceeding is assigned to Administrative Law Judge David Harfeld for handling of
all discovery matters and the initial resolution of all discovery disputes.

Decided:  March 6, 1998.
Service Date:  March 13, 1998

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Comments or questions about this compilation should be directed to 
Paul Moore at 71367.1057@Compuserve.com.
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