# EXHIBIT 3AMENDMENTTO

LIMITED
LIABILITY COMPANY AGREEMENT

OFAMERICAN
COMMERCIAL LINES HOLDINGS LLC

This Amendment (this
Amendment), dated as of September 8, 2001, is to the AMENDED AND
RESTATED LIMITED LIABILITY COMPANY AGREEMENT of American Commercial Lines
Holdings LLC, a Delaware limited liability company (the Company), by
and among those parties signatory hereto, such parties being members of the
Company (collectively referred to as the Members or individually as
a Member). Capitalized terms used herein but not otherwise defined
shall have the meanings given in the Prior Agreement (as defined below).

WHEREAS,  the Company (of
which CSX was the initial member) was formed on February 3, 1998 pursuant to and
in accordance with the Act; and

WHEREAS, in accordance with
the Act and the Limited Liability Company Agreement of the Company, dated as of
February 3, 1998, as amended and restated as of March 30, 1998, and as further
amended and restated as of June 30, 1998 and April 27, 1999 (the Prior
Agreement), the Members desire to, and hereby, clarify and, to the extent
necessary, amend the Prior Agreement as set forth herein; and

WHEREAS, this Amendment is
made pursuant to Section 12.6 of the Prior Agreement.

NOW, THEREFORE,  the parties
hereto, intending to be legally bound, hereby agree as follows:

# ARTICLE I

# AMENDMENTS

Section 1.01      Amendment.  The final  sentence  of  Section  7.1(a) of the  Prior  Agreement  is hereby
deleted and replaced with the following:

To the fullest extent
permitted by Applicable Law, except as otherwise expressly provided in the
Agreement, each Representative shall have such rights and duties as are
applicable to directors of a Corporation.

Section  1.02.  Clarifications;  Amendments.   Notwithstanding  anything  in  the  Prior  Agreement  to the
contrary,

(a) The Board of
Representatives shall have the power to take any action that may be properly
taken at a meeting by the unanimous written consent (in lieu of meeting) of the
Representatives who have been designated and who are then in office. In
furtherance of the foregoing, any action so taken by the unanimous written
consent (in lieu of meeting) of the Representatives who have been designated and
who are then in office prior to the date hereof is hereby ratified, affirmed and
approved.

(b) Any Representative may
vote in person or by proxy (pursuant to a power of attorney) on any matter that
is to be voted on by the Board at a meeting thereof. In furtherance of the
foregoing, any action so taken by any Representative in person or by proxy
(pursuant to a power of attorney) prior to the date hereof is hereby ratified,
affirmed and approved.

Section 1.03. Prior
Agreement.  Except as explicitly aforesaid in this Amendment, the terms of the
Prior Agreement are reaffirmed and unchanged, provided that, to the
fullest extent permitted by Applicable Law, this Amendment shall be effective
retroactive to June 30, 1998.

## ARTICLE II

# MISCELLANEOUS

Section 2.01.
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE. THE PARTIES TO THIS AMENDMENT EACH HEREBY AGREES THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT THE PARTIES TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AMENDMENT WITH ANY COURT AS EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 2.02. Governing
Law.  All issues and questions concerning the application, construction,
validity, interpretation and enforcement of this Amendment shall be governed by
and construed in accordance with the laws of the State of Delaware and the
Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101,
et seq., as in effect from time to time, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.

Section 2.03.     Descriptive  Headings.   The  descriptive  headings of this  Amendment  are  inserted for
convenience only and do not constitute a part of this Amendment.

Section 2.04.  Severability.
Whenever possible, each provision of this Amendment shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Amendment is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this Amendment shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein. The Members shall negotiate in good faith to
replace any provision so held to be invalid or unenforceable so as to implement
most effectively the transactions contemplated by such provision in accordance
with the original intent of the Members signatory hereto.

Section 2.05. Gender and
Number. Whenever required by the context, the singular number shall include the
plural number, the plural number shall include the singular number, the
masculine gender shall include the neuter and feminine genders and vice versa.

Section 2.06.     Counterparts.  This  Amendment  may be  executed  in one or more  counterparts,  each of
which when executed and delivered  shall be an original,  and all of which when executed  shall  constitute one and
the same instrument.

Section 2.07. Entire
Agreement. Except as otherwise expressly set forth herein, this Amendment, the
Prior Agreement and the other Transaction Documents embody the complete
agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.

Section 2.08. No Waiver of
Remedies. The failure of a Member to insist on the strict performance of any
covenant or duty required by this Amendment, or to pursue any remedy under this
Amendment, shall not constitute a waiver of the breach or the remedy.

Section 2.09. Remedies
Cumulative. The remedies of the Members under this Amendment are cumulative and
shall not exclude any other remedies to which the Member may be lawfully
entitled. Each of the parties confirms that damages at law may be an inadequate
remedy for a breach or threatened breach of any provision hereof. The respective
rights and obligations hereunder shall be enforceable by specific performance,
injunction or other suitable remedy, but nothing herein contained is intended to
or shall limit or affect any rights at law or by statute or otherwise of any
party aggrieved as against the other parties for a breach or threatened breach
of any provision hereof, it being the intention by this Section to make clear
the agreement of the parties that the respective rights and obligations of the
parties hereunder shall be enforceable in equity as well as at law or otherwise.

Section 2.10.  Binding  Effect.  This  Amendment  shall be binding upon and inure to the benefit of all of
the Members and their permitted successors, legal representatives, and assigns.

IN WITNESS WHEREOF,the
Members of American Commercial Lines Holdings LLC, a Delaware limited liability
company, have executed this Agreement, effective as of the date first written
above.

AMERICAN COMMERCIAL LINES HOLDINGS LLC

By: /s/ Michael C. HaganName: Michael C. Hagan
         Title: President and Chief Executive Officer