Exhibit 10.4



             THE BALTIMORE AND OHIO RAILROAD COMPANY
                                
                                
                               AND
                                
                                
                BUFFALO, ROCHESTER AND PITTSBURGH
                         RAILWAY COMPANY
                                
                                
                                
                                
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                            Agreement
                                
                                
                                
                                
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                      DATED JANUARY 1, 1940
                                
                                
                                
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    Modifying the Operating Agreement dated December 15, 1931



     AGREEMENT, dated January 1, 1940, between THE BALTIMORE AND
OHIO RAILROAD COMPANY (hereinafter called the Baltimore Company)
and the BUFFALO, ROCHESTER AND PITTSBURGH RAILWAY COMPANY
(hereinafter called the Rochester Company).

     WHEREAS the Baltimore Company is operating the railroads and
other property of the Rochester Company, pursuant to an Agreement
between said Companies, dated December 15, 1931, which is
hereinafter called the Operating Agreement; and

     WHEREAS there has been submitted to the security holders of
the Baltimore Company and the Rochester Company a Plan for
Modification of Interest Charges and Maturities, dated August 15,
1938 (hereinafter called the Plan), providing, among other
things, for the modification of the Operating Agreement as
therein and herein set out; and

     WHEREAS on July 28, 1939 the Baltimore Company and the
Rochester Company, for the purpose of carrying out the Plan,
filed in the District Court of the United States for the District
of Maryland their petitions under Chapter XV of the Bankruptcy
Act of the United States; and

     WHEREAS by a decree entered November 8, 1939 in said
proceedings the Court sitting in said proceedings, acting under
said Chapter XV, confirmed the Plan, approved the form of this
Agreement and authorized and directed the Baltimore Company and
the Rochester Company to execute an agreement modifying the
Operating Agreement substantially in the form of this Agreement;
and

     WHEREAS the Interstate Commerce Commission, by order entered
October 20, 1939, in Finance Docket No. 8947 has authorized the
modification of the Operating Agreement as herein set out,

     NOW, THEREFORE, in consideration of the premises and other
good and valuable considerations, the Baltimore Company and the
Rochester Company have executed this Agreement and hereby agree
as follows:

     ARTICLE FIRST:  The thirteenth paragraph of the Operating
Agreement providing as follows:

                "All rentals for leased lines and other
      property, interest on all bonds and equipment obligations
      and all other interest bearing obligations of the
      Rochester Company outstanding at any time during this
      agreement, except bonds or other interest bearing
      obligations owned by the Baltimore  Company at the time
      interest payments are due, and, as to the interest on such
      obligations, so owned, the Baltimore Company will give to
      the Rochester Company a proper acquittance;"

          is hereby modified so as to read as follows:
                                
                "All rentals for leased lines and other
      property, all interest on all bonds (including interest on
      the Consolidated Mortgage Bonds of the Rochester Company
      to and including, but not after, May 1, 1957 and interest
      on the First Mortgage Bonds of Lincoln Park and Charlotte
      Railroad Company to and including, but not after, January
      1, 1949) and equipment obligations, and all other interest
      bearing obligations of the Rochester Company outstanding
      at any time during this agreement, except interest on any
      of said bonds or other interest bearing obligations owned
      by the Baltimore Company at the time interest payments are
      due, as to which interest on such obligations, so owned,
      the Baltimore Company (so long as it is not in default on
      obligations as security for which said bonds or other
      interest obligations may be pledged) will give the
      Rochester Company a proper acquittance; provided, however,
      that (a) no interest on Consolidated Mortgage Bonds of the
      Rochester Company shall be required to be paid except as
      and when such interest id due and payable under a
      Supplemental Indenture, dated January 1, 1940,
      supplementing and modifying the Consolidated Mortgage of
      the Rochester Company, and (b) there shall be no
      obligation or liability of the Baltimore Company in
      respect of the principal of any of said bonds or other
      interest bearing obligations;"

     ARTICLE SECOND:  The fifteenth paragraph of the Operating
Agreement is hereby modified by eliminating the following
sentence:

      "The Baltimore Company will likewise, under the same
      circumstances, advance as a loan funds sufficient to pay
      the principal of maturing obligations of the Rochester
      Company."

     ARTICLE THIRD:  The last paragraph of the Operating
Agreement, reading as follows:

          "This agreement shall become effective as and from the
      first day of January, 1932, and shall continue until
      terminated by sixty days' notice in writing given by
      either party hereto."

is hereby amended by inserting immediately before the period at
the end thereof the following:

      "; provided, however, that (so long as any Consolidated
      Mortgage Bonds of the Rochester Company or any First
      Mortgage Bonds of Lincoln Park and Charlotte Railroad
      Company are outstanding) the Baltimore Company shall not
      have the right to terminate this Operating Agreement prior
      to May 1, 1957."
                                

     IN WITNESS WHEREOF the parties hereto have caused this
agreement to be executed in duplicate originals the day and year
first above written.

               THE BALTIMORE AND OHIO RAILROAD COMPANY,

                              by   /s/ George M. Shriver
                                   ---------------------
                                   Senior Vice-President.

[CORPORATE SEAL]

Attest:
     /s/ G. M. May
     ---------------
          Secretary.



               BUFFALO, ROCHESTER AND PITTSBURGH
                  RAILWAY COMPANY,

                              by   /s/ Golder Shumate
                                   ------------------
                                     Vice-President.

[CORPORATE SEAL]

Attest:
     /s/ W. R. Bixler
     ----------------
          Assistant Secretary.