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/* The full text of the U.S. Supreme Court decision in Amtrak vs.
Boston & Maine Corp. This is a significant case on the deference
given to federal administrative agencies. */

NOTE:  Where  it  is  feasible, a  syllabus  (headnote)  will  be
released,  as is being done in connection with this case, at  the
time  the opinion is issued. The syllabus constitutes no part  of
the opinion of the Court but has been prepared by the Reporter of
Decisions for the convenience of the reader. See United States v.
Detroit Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

NATIONAL RAILROAD PASSENGER CORPORATION et al. v. BOSTON & MAINE
CORP. et al. certiorari to the united states court of appeals for
the district of columbia circuit No. 90-1419.   Argued January
13, 1992-Decided March 25, 1992

The Rail Passenger Service Act of 1970 (RPSA) created petitioner
National Railroad Passenger Corporation (Amtrak), a private
corporation, to provide intercity and commuter rail passenger
service.  The Act permits Amtrak to enter into "trackage rights"
agreements to use  tracks owned and used by freight railroads, 45
U.S.C. 562(a); and  allows Amtrak to ask petitioner Interstate
Commerce Commission  (ICC) to condemn railroad property "required
for intercity rail passenger service" if Amtrak and the railroad
cannot agree upon sale  terms, 562(d).  For purposes of the ICC's
condemnation order,  Amtrak's "need for the property" "shall be
deemed to be established"  unless the conveyance will
significantly impair the railroad's ability  to carry out its
obligations as a common carrier and unless Amtrak's obligations
can adequately be met by the acquisition of alternative
property.  Ibid.  Amtrak had a trackage rights agreement with
respondent Boston and Maine Corporation (B&M) to operate its
"Montrealer" train between Washington, D. C., and Montreal.

Amtrak claims it was forced to discontinue this service because
of B&M's poor maintenance of its track segment.  Subsequently,
Amtrak  entered into an agreement with petitioner Central Vermont
Railroad (CV) which provided that, among other things, Amtrak
would acquire the B&M track and reconvey it to CV, and CV would
grant trackage  rights to Amtrak and usage rights to B&M.  When
B&M did not  accept Amtrak's purchase offer for the track, Amtrak
sought and  received an ICC order compelling conveyance for just
compensation.

The ICC found, among other things, that 562(d) created a
statutory presumption of Amtrak's need for the track, which B&M
failed to rebut.  The Court of Appeals remanded the case for
further proceedings, concluding that, because Amtrak did not
intend to retain the track, it needed only its use, not its
ownership.  While petitions for rehearing were pending, 562(d)
was amended to allow Amtrak to subsequently convey title to
acquired property to a third party if the ICC finds the
reconveyance furthers the RPSA's purposes.  Nonetheless, the
court denied rehearing, holding that the condemnation was not
valid because the property was not "required for intercity rail
passenger service." Held:

1. The ICC's decision was based on a reasonable interpretation
and application of 562(d).

(a) The ICC's interpretation of the word "required" is due
deference as a reasonable interpretation of an ambiguous term in
a statute that the ICC administers.  See, e. g., Chevron U. S. A.
Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837.
The existence of alternative dictionary definitions for
"required" indicates that the statute is open to interpretation.
The ICC's interpretation  gives effect to 562(d)'s presumption of
need.  In contrast, the Court of Appeals' view that "required"
establishes a separate condition that Amtrak's condemnation
authority is limited to property that is indispensable to its
operations is in clear tension with the presumption.  In
addition, 562(d)'s amendment confirms the ICC's definition, while
the Court of Appeals' strict rule would make the amendment
superfluous by barring condemnation whenever Amtrak's
purpose is to reconvey property.

(b) The ICC was not required to make specific findings regarding
Amtrak's actual need for the condemnation because its oversight
responsibility is limited to ensuring that condemned property
will be used in Amtrak's rail operations.  The statute's
structure and its presumption of need create a strong inference
that it authorizes Amtrak to make a reasonable business judgment
that condemnation is advisable, unless the statutory presumption
is rebutted.

(c) B&M's several arguments against the ICC's interpretation are
rejected.  The eminent domain power has been given to the ICC,
not a private entity thus is not limited as suggested by cases
such as United States v. Carmack, 329 U.S. 230, 243, n.13.
Furthermore, this case turns on the need for deference to the
agency, not to Amtrak.  The ICC's interpretation of 562(d) also
did not violate the "public use" requirement of the Fifth
Amendment's Takings Clause, since the agency's determination that
the condemnation will serve a public purpose by facilitating
Amtrak's rail service was not irrational.  See, e. g., Hawaii
Housing Authority v. Midkiff, 467 U.S. 229,  240-241.  Moreover,
the agency did not err in concluding that the  statutory
prerequisite that the parties were "unable to agree upon terms
for the sale" mandated nothing more than a factual determination
that they would be unable to reach agreement through further
negotiations.  Nor did it make inadequate factual findings in
concluding that B&M had not rebutted the presumption of need.
The ICC was not unreasonable in considering the effect of
trackage rights and the just compensation award in assessing
whether the conveyance would significantly impair B&M's ability
to carry out its obligations,  or in interpreting the
availability-of-alternative-property provision as referring only
to whether Amtrak could provide service using an alternative
route, not whether a lesser interest in property would suffice to
meet Amtrak's needs.

2. The parties' challenges to the ICC's just compensation finding
as well as certain other issues should be resolved on remand.
286 U.S. App. D.C. 1, 911 F.2d 743, reversed and remanded.

Kennedy, J., delivered the opinion of the Court, in which
Rehnquist, C. J., and Stevens, O'Connor, Scalia, and Souter, JJ.,
joined. White, J., filed a dissenting opinion, in which Blackmun
and Thomas, JJ., joined.
-------------------------------

Nos. 90-1419 and 90-1769
--------

NATIONAL RAILROAD PASSENGER CORPORATION,
et al., PETITIONERS 90-1419                     v.
BOSTON AND MAINE CORPORATION et al.

INTERSTATE COMMERCE COMISSION AND
UNITED STATES, PETITIONERS 90-1769              v.
BOSTON AND MAINE CORPORATION et al.

on writs of certiorari to the united states court of
appeals for the district of columbia circuit
[March 25, 1992]

Justice Kennedy delivered the opinion of the Court.

The Interstate Commerce Commission (ICC) issued an order, upon
the request of petitioner National Railroad Passenger
Corporation, requiring conveyance of 48.8 miles of railroad track
from respondent Boston and Maine Corporation (B&M) to the
Corporation.  In these consolidated cases we must decide whether
the ICC's decision was based on a reasonable interpretation and
application of 402(d) of the Rail Passenger Service Act, 45 U. S.
C. 562(d), the statute the Corporation invoked in the proceeding.
We hold the ICC's decision is authorized by the statute, and so
reverse the judgment of the Court of Appeals for the District of
Columbia Circuit, which set aside the agency's action.

                                I

The National Railroad Passenger Corporation, or Amtrak, is a
private, for-profit corporation created by Congress in the Rail
Passenger Service Act of 1970 (RPSA), Pub. L. 91-518, 84 Stat.
1328, 45 U. S. C. 501 et seq.  The purpose of Amtrak is to
provide modern and efficient intercity and commuter rail
passenger service.  501, 541.  Amtrak is not an agency or
instrumentality of the United States Government, 541, but it has
been supported over the years by congressional appropriations.
Most of Amtrak's passenger trains run over existing track systems
owned and used by freight railroads.  In the RPSA Congress
authorized Amtrak to enter into "trackage rights" agreements
which would allow Amtrak to use those tracks.  When Amtrak and a
freight railroad are unable to agree on the terms of such an
agreement, Amtrak may request the ICC to order the track to be
provided on reasonable terms.  562(a).

/* An unusual but not uncommon federal practice of chartering
quasi-public corporations. */

In 1973 Congress amended the RPSA to add subsection (d) of 402,
45 U. S. C. 562(d).  Section 562(d) provides in pertinent part:

"(1) If the Corporation [Amtrak] and a railroad are unable to
agree upon terms for the sale to the Corporation of property
(including interests in property) owned by the railroad and
required for intercity rail passenger service, the Corporation
may apply to the Commission [ICC] for an order establishing the
need of the Corporation for the property at issue and requiring
the conveyance thereof from the railroad to the Corporation on
reasonable terms and conditions, including just compensation.
Unless the Commission finds that:  "(A) conveyance of the
property to the Corporation would significantly impair the
ability of the railroad to carry out its obligations as a common
carrier; and "(B) the obligations of the Corporation to provide
modern, efficient, and economical rail passenger service can
adequately be met by the acquisition of alternative property
(including interests in property) which is available for sale on
reasonable terms to the Corporation, or available to the
Corporation by the exercise of its authority under section 545(d)
of this title, "the need of the Corporation for the property
shall be deemed to be established and the Commission shall
order the conveyance of the property to the Corporation on such
reasonable terms and conditions as it may prescribe, including
just compensation." Amtrak may condemn nonrail property under a
somewhat similar provision, 545(d), a statute not at issue here.

The Amtrak train the "Montrealer" began offering passenger
service between Washington, D.C. and Montreal in 1972.  In parts
of Massachusetts, Vermont, and New Hampshire the train used the
tracks of the Connecticut River Line (Conn River Line), portions
of which are owned by B&M and other portions by the Central
Vermont Railroad (CV).  B&M and CV have operated freight trains
on the Conn River Line under reciprocal trackage rights
agreements dating back to 1930.

In 1977 Amtrak entered into a trackage rights agreement with B&M
under which B&M agreed to maintain its portions of the Conn River
Line.  Those portions include a 48.8 mile segment of track on the
Conn River Line between Brattleboro and Windsor, Vermont.  This
is the segment of track at issue here.  At first the arrangement
to maintain the track proceeded well, but in the early 1980's
problems developed.  Guilford Transportation Industries, Inc.,
purchased B&M out of bankruptcy, and purchased also a railroad
operating a parallel line.  Amtrak's claim is that neglect of
track maintenance resulting from this purchase caused delays in
Montrealer service.  Maintenance of the Brattleboro-Windsor track
was so poor that at points the train was slowed to five miles an
hour.  Negotiations for better maintenance were unsuccessful.  In
April 1987 Amtrak was forced to discontinue its Montrealer
service.

Congress responded to these events in July of 1987 by
appropriating $5 million to upgrade the Montrealer route. Act of
July 11, 1987, Pub. L. 100-71, 101 Stat. 447-448. Amtrak decided
not to spend the money to upgrade the Conn River Line while B&M
continued to own it, because in Amtrak's view B&M could not be
relied upon to maintain the track once restored.  Amtrak began
negotiations with CV, and in early 1988 reached a preliminary
agreement. Amtrak promised to use its statutory condemnation
power to acquire the 48.8 miles of track in question, to at once
reconvey the track to CV, and to provide up to $3.1 million to
upgrade and rehabilitate the segment.  In return, CV promised to
provide the balance of the funds necessary to upgrade the track,
to maintain the track for 20 years in a condition meeting
Amtrak's standards, to grant Amtrak trackage rights for 20 years,
and to grant B&M trackage rights to serve its existing customers.
As a prerequisite to invoking 562(d), Amtrak made an offer to B&M
to purchase the segment for $1 million, on a take-it-or-leave-it
basis.  B&M offered to negotiate the terms under which it would
be willing to upgrade the segment, and stated, "it appears clear
that there is no need to pursue the very complex `offer to
purchase' set forth in your letter."  App. 60.  B&M's refusal to
accept the offer seems to have been anticipated by Amtrak and CV,
as indicated by an internal CV Memorandum written in January,
1988.  App. 94.

Interpreting the B&M communication as a rejection of its offer,
Amtrak instituted this proceeding before the ICC to compel
conveyance of the track.  CV filed a simultaneous request for an
exemption from ICC regulation for its acquisition of the segment
upon reconveyance from Amtrak.

B&M assessed the transaction as a significant shift in its long
competition with CV for freight traffic.  CV already owned large
parts of the Conn River Line and after the proposed transaction
it would own most of it.  Though B&M would have trackage rights,
CV would gain not only ownership of the segment, but also the
right to obtain new customers on its route.  B&M alleged this
gave a new advantage to CV's corporate parent, the Canadian
National Railway Company, for each railroad links up with
competing companies in Canada.  CV's lines link to Canadian
National, while B&M's lines link to the Canadian Pacific, Ltd.,
Canadian National's competitor.  B&M challenged the transaction
as simply a device to shift ownership among railroads, not to
give ownership to Amtrak which, B&M argued, was the sole purpose
of the condemnation provision.

B&M filed initial objections to the 562(d) proceeding on two
grounds:  that Amtrak had not shown that the parties were unable
to agree on reasonable terms of sale, and that 562(d) did not
authorize condemnation of railroad lines. The ICC rejected B&M's
arguments and in a condemnation proceeding held that Amtrak had
shown the inability of the parties to agree to terms.  It ruled
that 562(d) covers railroad tracks because tracks are "rail
property `required for intercity rail passenger service."'  App.
to Pet. for Cert. in No. 90-1419, pp. 130a-133a.  B&M next sought
to convert the proceeding into a trackage rights proceeding under
562(a), but the ICC again rejected B&M's position, holding that
Amtrak had an "election of remedies" under 562 and so had no
obligation to seek trackage rights under subsection (a) before
invoking subsection (d).  Id., at 115a-116a.  Meanwhile, CV and
the States of Vermont and Massachusetts, as well as numerous
other parties, intervened in the ICC proceeding.  (CV appears as
a petitioner before this Court, and Vermont and Massachusetts
support petitioners.)

This was the first decided case involving Amtrak's condemnation
powers under 562(d).  Id., at 39a.  The ICC issued its final
decision in 1988 and ordered conveyance of the segment with just
compensation of $2,373,286.  It reaffirmed earlier rulings and
found that Amtrak "ha[d] met the statutory criteria for the
institution of a proceeding" under 562(d).  Id., at 40a-42a, 81a.

The ICC concluded that the presumption of Amtrak's need for the
track contained in 562(d)(1) was applicable. In its view both
statutory criteria must be met to rebut the presumption, and B&M
had established neither.  As to alternative property (subsection
(B)), the ICC found that no reasonable alternative route existed
for the Montrealer service.  And as to significant impairment of
B&M's ability to carry out its common carrier obligations
(subsection (A)), the ICC found that because B&M had been awarded
just compensation and could continue to serve its customers under
the trackage rights agreement which was part of the transaction,
its ability had not been impaired.  Id., at 45a-46a.  The bulk of
the ICC's final decision deals with the question of just
compensation, which is not before this Court.  See infra.

On petition for review, a divided panel of the Court of Appeals
for the District of Columbia Circuit granted the petition and
remanded the matter to the ICC for further proceedings.  286 U.
S. App. D.C. 1, 911 F.2d 743 (1990). The majority held that
562(d) does not permit Amtrak to condemn railroad property which
it intends to reconvey to another railroad.  It acknowledged that
the ICC had interpreted 562 in a different way, and that in the
usual course judicial deference would be given to its
interpretation under the principles enunciated in Chevron U.S.A.
Inc. v. Natural Resources Defense Council, Inc., 467 U. S. 837
(1984); but the court concluded 562(d) is unambiguous in light of
its language and history, and so no deference was due.  The panel
majority reasoned that because Amtrak did not intend to retain
the track to be condemned, it needed only its use, not its
ownership.  As Amtrak could obtain use of the property by
obtaining either a trackage rights agreement under 562(a), or by
condemning an easement under 562(d), the entire fee interest was
not "`required for intercity rail passenger service."'  286 U. S.
App. D.C., at 8, 911 F.2d, at 750.  The majority stated that its
holding was confirmed by other considerations, including:  (1)
the potential constitutional problems, under the Takings Clause,
raised by the ICC's interpretation of 562(d); (2) the structure
of 562, which indicated an intent on the part of Congress to
relegate Amtrak to trackage rights under 562(a) when seeking only
the use of track; and (3) Congress' policy against cross-
subsidization between sectors of the railroad industry, which the
majority concluded would have been violated by this transaction.
Judge Ruth B. Ginsburg concurred separately, rejecting the
majority's interpretation of the statute, but concluding that a
remand to the ICC was necessary because the ICC had not made
adequate findings to determine whether Amtrak in fact needed to
shift ownership of the segment from B&M to CV to protect its
interests.  Id., at 11-13, 911 F.2d, at 753-755. This factual
question, whether Amtrak's portrayal of a recalcitrant B&M is
accurate, remains in dispute.  Under our resolution of the case,
however, the issue need not be reached.

Amtrak and the ICC filed petitions for rehearing, and while the
petitions were pending Congress amended 562(d).  The amendment,
adopted in specific response to the Court of Appeals' decision in
this case, added the following sentence to 562(d)(1):  "The
Corporation may subsequently convey title or other interest in
such property to a third party, if such reconveyance is found by
the Commission to further the purposes of this Act."  Independent
Safety Board Act Amendments of 1990 9(a), Pub. L. 101-641, 104
Stat. 4658.  The amendment was made applicable to all pending
cases, 9(b), and B&M does not dispute that it applied in this
case even while it was before the Court of Appeals on rehearing.
Brief for Respondent B&M 33-35.  The Court of Appeals considered
the 1990 amendment, but denied rehearing nonetheless.  288 U. S.
App. D.C. 196, 925 F.2d 427 (1991).  The panel majority held that
while 9 made it clear Amtrak was authorized to reconvey condemned
property "subsequent to a condemnation that is otherwise valid
under [562(d)]," it did not change the statutory limitation that
the property be "`required for intercity rail passenger service"'
in the first place.  Id., at 197, 925 F. 2d, at 428 (emphasis in
original). The majority reasoned that since its original decision
was based on Amtrak's failure to satisfy that requirement, the
amendment did not affect its holding.  The majority also
distinguished a case from the Second Circuit, National R.R.
Passenger Corp. v. Two Parcels of Land, 822 F.2d 1261 (1987),
cert. denied 484 U. S. 954, which had interpreted 545(d)(1) (the
provision authorizing Amtrak to condemn nonrail property) to
permit reconveyance following condemnation.  288 U. S. App. D.C.,
at 196-197, 425 F. 2d, at 427-428.  In a separate opinion, Judge
Ginsburg wrote that the amendment confirmed her view that the ICC
had not misinterpreted the statute, but that a remand remained
necessary for further factual determinations.

/* As we know now. Judge Ginsburg has been nominated for a seat
on the U.S. Supreme Court. The Court here appears to be rather
patiently explaining that Congress was sending a message to the
appeals court. ""My lack of education never hurt me none, since I
could always read the handwriting on the wall."" [Paul Simon]


Amtrak and CV, in No. 90-1419, and the ICC, in No. 90-1769, filed
separate petitions seeking review of the Court of Appeals'
decision.  We granted certiorari and consolidated the cases.  502
U. S. --- (1991).  We now reverse.

                               II

The primary question raised by the case is a straightforward
matter of statutory interpretation:  whether 562(d), as amended,
authorizes the condemnation and transaction approved by the ICC
but set aside by the Court of Appeals. The Court of Appeals
disallowed the transaction based on its own interpretation of the
language "required for inter-city rail passenger service" in
562(d)(1).  In so holding it limited Amtrak's condemnation
authority to property which was necessary, in the sense of
indispensable, to Amtrak's operations.  The ICC interpreted the
relevant statutory language to give Amtrak more latitude, and it
is our task to determine whether the agency had authority for its
statutory interpretation.

Judicial deference to reasonable interpretations by an agency of
a statute that it administers is a dominant, well settled
principle of federal law.  We relied upon it in Chevron U.S.A.,
supra, and have reaffirmed it often.  See, e.g., K Mart Corp. v.
Cartier, Inc., 486 U. S. 281, 292-293 (1988); Pauley v.
Bethenergy Mines, Inc., 501 U. S. ---, --- (1991).  These
decisions mandate that when a court is reviewing an agency
decision based on a statutory interpretation, "if the statute is
silent or ambiguous with respect to the specific issue, the
question for the court is whether the agency's answer is based on
a permissible construction of the statute."  Chevron U.S.A., 467
U. S., at 843.  If the agency interpretation is not in conflict
with the plain language of the statute, deference is due.  K Mart
Corp., 486 U. S., at 292.  In ascertaining whether the agency's
interpretation is a permissible construction of the language, a
court must look to the structure and language of the statute as a
whole.  Id., at 291; Sullivan v. Everhart, 494 U. S. 83, ---
(1990).  If the text is ambiguous and so open to interpretation
in some respects, a degree of deference is granted to the agency,
though a reviewing court need not accept an interpretation which
is unreasonable.

/* This is the central holding of this case, and is worthy of
note. The U.S. Supreme Court through its decisions usually
attempts to suggest which way it would like lower courts to move
in the future. Appealate courts tend to view their job not as
error correction so much as law creation and indication of where
the lower Courts should move. This opinion is a push towards
higher deference to federal agencies decisions as to
interpretation of the laws that they administer. */


Under these principles the ICC's interpretation of 562(d) was
permissible, and the Court of Appeals' decision was in error to
disregard it.  While the ICC's opinion is not explicit in all of
its details, the agency's decision is based on a reading of the
statute quite different from the Court of Appeals'.  The ICC
agreed that property Amtrak seeks to condemn under 562(d) must be
"required for intercity rail passenger service."  It determined
however that the word "required" need not mean, as the Court of
Appeals' opinion suggests, indispensable or necessary.  Instead,
the ICC gave effect to the statutory presumption of Amtrak's need
for the track, and in so doing implemented and interpreted the
statute in a manner that comports with its words and structure.
The analysis of the Court of Appeals is inconsistent with the
agency's interpretation of the statutory presumption of need.
The ICC's position before the Court is that "required" can also
mean "useful or appropriate," Brief for Petitioners in No. 90-
1769, p. 17, and that the order under review adopted that
meaning.  We agree that the manner in which the ICC's applied the
statute in this case has that interpretation as its basic
premise.  App. to Pet. for Cert. in No. 90-1419, pp. 42a-46a.

In its brief the ICC cites a dictionary definition in support of
its view.  Brief for Petitioners in No. 90-1769, p. 17, citing
Webster's Third New International Dictionary 1929 (1986).  The
existence of alternative dictionary definitions of the word
"required," each making some sense under the statute, itself
indicates that the statute is open to interpretation.

/* Editor's note: I can't wait to try that one out in Court! */

See Sullivan v. Everhart, supra.  Few phrases in a complex scheme
of regulation are so clear as to be beyond the need for
interpretation when applied in a real context. Further, the
structure of the provision reinforces our conclusion that
statutory interpretation is appropriate and that the Court of
Appeals' interpretation is itself open to serious question.  The
court defined the word "required," to establish a separate
condition that the property sought to be condemned be necessary
(indispensable) for Amtrak's operations, a view which is not
without support.  See e.g., American Heritage Dictionary of the
English Language 1105 (1981).  This interpretation, though,
leaves little substance to the statutory presumption in favor of
Amtrak's need, and so is in clear tension with that part of the
statute.

We decide that 562(d) is ambiguous in some respects and conclude
that the ICC's interpretation of the word "required" is a
reasonable one.  We defer to its interpretation.  This is not to
say that the issue is beyond dispute, but these alternative
interpretations are as old as the jurisprudence of this Court.
In McCulloch v. Maryland, 4 Wheat. 316, 413 (1819), Chief Justice
Marshall, in a choice of interpretations with some parallels to
this one, read the word "necessary"  to mean "convenient, or
useful," rejecting a stricter reading of the term which would
have limited congressional power under the Constitution to the
"most direct and simple" means available.  We think that as a
matter of definition and interpretation in the context of this
statute it is plausible, if not preferable, to say that Amtrak
can find that an acquisition is required when it is a useful and
appropriate way to accomplish its goals.

The agency's interpretation is consistent also with the 1990
statutory addition enacted by the Congress.  While the amendment
does not modify the specific language of 562(d) at issue here, it
confirms the ICC's view.  The interpretation given to 562(d) by
the Court of Appeals and B&M, on the other hand, would make the
amendment superfluous, because if the word "required" has the
strict meaning they seek to attribute to it, condemnations by
Amtrak would seem to be barred whenever Amtrak's purpose is to
reconvey the property.

Contrary to the position of the dissent, we are not "deferring to
what we imagine an agency had in mind." Post, at 4.  Rather, we
defer to an interpretation which was a necessary presupposition
of the ICC's decision.  We recognize the well-established rule
that an agency's action may not be upheld on grounds other than
those relied on by the agency.  SEC v. Chenery Corp., 318 U. S.
80, 88 (1943). But the fact that the ICC did not in so many words
articulate its interpretation of the word "required" does not
mean that we may not defer to that interpretation, since the only
reasonable reading of the agency's opinion, and the only
plausible explanation of the issues that the agency addressed
after considering the factual submissions by all of the parties,
is that the ICC's decision was based on the proffered
interpretation.  Chenery does not require a remand under those
circumstances.  It is noteworthy in this regard that neither
party contends the ICC's decision was not informed and governed
by this statutory interpretation. B&M's primary argument to the
Court is that the word required must mean necessary.  Brief for
Respondent B&M 16, 22, 44.  But this, as we have said, is quite
inconsistent with the statutory presumption of need to which the
ICC gave effect.

There is no dispute on this record that Amtrak intends to use the
condemned track for its Montrealer service.  Under the ICC's view
that use is sufficient to satisfy the statutory command that the
rail property be "required for intercity rail passenger service."
This is a reasonable interpretation and application of the RPSA.
And it ends the judicial inquiry on this point.

What we have said also answers Judge Ginsburg's concern that the
ICC must make specific findings regarding Amtrak's actual need
for the condemnation.  The contention that such a finding was
necessary, to implement the statutory criterion that the property
be "required for intercity rail passenger service," was the basis
for Judge Ginsburg's concurrence in the Court of Appeals.  286 U.
S. App. D.C., at 12, 911 F.2d, at 754.  That position, however,
appears to be based on the same interpretation of the word
"required" as adopted by the Court of Appeals' majority, and so
is inconsistent with the ICC's interpretation.  The ICC contends
that the factual finding is not mandated.  It argues that the
structure of the statute, combined with the presumption created
by the statute of Amtrak's need for the property sought, creates
a strong inference that the statute authorizes Amtrak to make a
reasonable business judgment that condemnation of the property is
advisable.  We agree. The ICC's oversight responsibility,
exercised by enforcing the "required for intercity rail passenger
service" language as interpreted by the agency, is limited to
ensuring that the condemned property will be used in Amtrak's
rail operations.  The further determination of need is delegated
to Amtrak, unless the statutory presumption is rebutted; and it
is not rebutted here.  Indeed, as our discussion above indicates,
supra, at __, it seems to us that any other interpretation may be
inconsistent with the statutory presumption of need.  In all
events, the ICC's interpretation is a reasonable one and we may
not substitute a different view.

Arguing against the ICC's interpretation, B&M cites to us cases
such as United States v. Carmack, 329 U. S. 230, 243, n. 13
(1946), which suggest that delegations of eminent domain power to
private entities are of a limited nature. We do not believe that
argument has any relevance here because Amtrak does not exercise
eminent domain power under 562(d).  Rather, the statute gives
that power to the ICC, a Government agency.  To be sure, the
statute creates a presumption in favor of conveyance to Amtrak.
But the ICC must assess the impact of any condemnation and make a
determination as to just compensation.  Since 562(d) is a proper
exercise of regulatory authority, and the ICC's oversight of
Amtrak is intended to ensure compliance with the statute, the
eminent domain power here is not private.

Furthermore, this case turns on the need for deference to the
ICC, not Amtrak.  There is nothing in the cases B&M cites
contradicting the rule of judicial deference to an agency's
statutory interpretation, even when the statute is one
authorizing condemnation of private property.  In short, the
principle advanced by B&M does not prevail over Chevron's rule of
deference.

We also reject B&M's constitutional objections.  B&M claims that
562(d) as interpreted by the agency violates the "public use"
requirement of the Fifth Amendment's Takings Clause, because the
transaction leaves unchanged the use made by Amtrak of the
condemned track.  B&M's position cannot be reconciled with our
precedents.  We have held that the public use requirement of the
Takings Clause is coterminous with the regulatory power, and that
the Court will not strike down a condemnation on the basis that
it lacks a public use so long as the taking "is rationally
related to a conceivable public purpose."  Hawaii Housing
Authority v. Midkiff, 467 U. S. 229, 240-241 (1984); see also
Berman v. Parker, 348 U. S. 26, 32-34 (1954).  In Midkiff we
upheld land reform legislation which authorized condemnations for
the specific purpose of transferring ownership to another private
party, in order to eliminate a land oligopoly.  In Berman we
permitted land condemnations which contemplated reselling the
land to redevelopers, as part of a plan to restore dilapidated
sections of the District of Columbia.  In both Midkiff and
Berman, as in the present case, condemnation resulted in the
transfer of ownership from one private party to another, with the
basic use of the property by the government remaining un-changed.
The Court held these exercises of the condemnation power to be
constitutional, as long as the condemning authorities were
rational in their positions that some public purpose was served.
Those holdings control here, for there can be no serious argument
that the ICC was irrational in determining that the condemnation
will serve a public purpose, by facilitating Amtrak's rail
service.  That suffices to satisfy the Constitution, and we need
not make a specific factual determination as to whether the
condemnation will accomplish its objectives.  Midkiff, supra, at
242-243.

As a last effort, B&M argues that this matter must be remanded to
the ICC because the agency did not make adequate and accurate
findings regarding several different matters.  B&M claims that
Amtrak failed to prove the parties were "`unable' to agree" on
terms of sale.  In B&M's view 562(d) demands that Amtrak engage
in "good faith . . . negotiations" before it may invoke its
condemnation powers.  Brief for Respondent B&M 42.  The ICC
construed the language of 562(d) in a more narrow fashion, to
mandate nothing more than a factual determination that the
parties will not be able to reach agreement through further
negotiations.  App. to Pet. for Cert. in No. 90-1419, pp. 130a-
131a ( "Nothing in this record provides any indication that
Amtrak and B&M will ever reach agreement on terms of sale" ).
This is a reasonable interpretation of the phrase "unable to
agree upon terms for the sale," and we do not substitute a
different view.  Thus the agency did not err in concluding that
this statutory prerequisite was satisfied.

B&M argues further that the ICC made inadequate factual findings
in concluding:  (1) that this conveyance will not significantly
impair B&M's ability to carry out its obligations as a common
carrier, 562(d)(1)(A), and (2) that Amtrak's obligations cannot
be met by the acquisition of alternative property, 562(d)(1)(B).
As to significant impairment, B&M's argument, like the decision
of the Court of Appeals on this point, 286 U. S. App. D.C., at 8-
9, 911 F.2d, at 750-751, relies on the notion that in ang
impairment the ICC may consider only the conveyance itself, not
any mitigating measures adopted in response to the conveyance
such as the grant of trackage rights to B&M.  We find no basis in
the text or structure of 562(d) for this position, and cannot say
that the statute must be interpreted to mandate such a
restrictive inquiry.  The ICC was not unreasonable in considering
the effect of the trackage rights agreements and the just
compensation award in assessing significant impairment; and the
ICC's conclusion, that B&M's ability to carry out its common
carrier obligations will not be impaired by the transaction in
any significant way, is supported by substantial evidence. As to
the availability of alternative property, the ICC interpreted
that provision as referring only to whether Amtrak could provide
service using an alternative route, not whether a lesser interest
in property would suffice to meet Amtrak's needs.  Again, this
was a reasonable reading to which we defer.  Since B&M would have
to prevail on both the significant impairment and alternative
property issues to rebut Amtrak's presumption of need, there can
be no doubt that the ICC's finding that Amtrak established its
need for the property must be affirmed.

                               III

For the reasons we have stated, we hold that the ICC did not
exceed its authority in ordering conveyance of the 48.8 mile
segment of the Conn River Line from B&M to Amtrak. Because of its
contrary holding on this point, the Court of Appeals did not
address the parties' challenges to the ICC's just compensation
finding as well as certain other issues. 286 U. S. App. D.C., at
11, 911 F. 2d, at 753.  These questions should be resolved on
remand.  The judgment of the Court of Appeals is reversed, and
the case is remanded for further proceedings consistent with this
opinion.

It is so ordered.
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Justice White, with whom Justice Blackmun and Justice Thomas
join, dissenting.

The majority opinion proceeds from the well-established principle
that courts should defer to permissible agency interpretations of
ambiguous legislation.  Chevron U.S.A. Inc. v. Natural Resources
Defense Council, Inc., 467 U. S. 837, 843 (1984); Pauley v.
Bethenergy Mines, Inc., 501 U. S. ___, ___ (1991).  I have no
quarrel with that general proposition.  I do, however, object to
its invocation to justify the majority's deference, not to an
agency interpretation of a statute, but to the post hoc
rationalization of government lawyers attempting to explain a gap
in the reasoning and factfinding of the Interstate Commerce
Commission (ICC or Commission).  Motor Vehicle Mfrs. Assn. of
United States, Inc. v. State Farm Mut. Automobile Ins. Co., 463
U. S. 29, 50 (1983).

Section 402(d) of the Rail Passenger Service Act (RPSA), codified
at 45 U. S. C. 562(d), provides that Amtrak may apply to the ICC
for an order directing the conveyance of another railroad's
property if Amtrak can meet two conditions:  Amtrak and the other
railroad must be unable to agree upon terms for sale of the
property, and the property must be "required for intercity rail
passenger service."  If these conditions are met, "the need of
[Amtrak] for the property shall be deemed to be established," and
the other railroad will be able to retain its property only if it
can rebut the strong presumption of Amtrak's need.  Ibid.

Because conferring upon Amtrak the presumption of need will
determine the outcome of most disputes under this section, the
two conditions that Amtrak must establish to receive the benefit
of the presumption assume particular importance.  However, in the
present case, the ICC failed to address one of these factors.
Although the Commission determined that the parties had been
unable to come to terms for sale of the disputed property, see
App. to Pet. for Cert. in No. 90-1419, pp. 130a-131a, it neither
interpreted nor applied the second condition, that the property
be "required for intercity rail passenger service."  Instead,
after rejecting respondent's argument that Amtrak could restore
Montrealer service by obtaining trackage rights or an easement,
the ICC simply concluded that "Amtrak has demonstrated sufficient
reason to justify acquisition of ownership of the line."  Id., at
43a.

The majority acknowledges that "the ICC's opinion is not explicit
in all of its details," see ante, at 9, but nevertheless
concludes that the Commission's reading of the statute is
entitled to deference because it "gave effect to the statutory
presumption of Amtrak's `need' for the track, and in so doing
implemented and interpreted the statute in a manner that comports
with its words and structure."  Ibid.  But this begs the question
of what showing Amtrak must make to establish that the track is
"required" so that Amtrak may therefore obtain the benefit of the
presumption of need.

The simple fact is that the ICC never addressed this point, and
therefore failed to construe a key portion of the statute. The
omission is particularly significant because this is the first
case treating Amtrak's condemnation powers under 402(d) of the
Act; it will guide future adjudications.

Rather than acknowledging the ICC's omission and remanding for
clarification and factfinding, the majority relies on the
Government's argument that the Commission must have interpreted
the word "required" as meaning "useful or appropriate."  Ibid.
But this interpretation was not developed by the ICC during its
administrative proceedings.  Indeed, the explanation was not even
proposed in the Commission's argument to the Court of Appeals.
This ICC definition of "required" debuted in the Commission's
briefs before this Court.  It is nothing more than a creation of
appellate counsel, concocted to fill the gaps in the Commission's
analysis.  "The short-and sufficient-answer to [this] submission
is that the courts may not accept appellate counsel's post hoc
rationalizations for agency action. . . . It is well established
that an agency's action must be upheld, if at all, on the basis
articulated by the agency itself." Motor Vehicle Mfrs. Assn.,
supra, at 50 (emphasis added), citing Burlington Truck Lines,
Inc. v. United States, 371 U. S. 156, 168 (1962); SEC v. Chenery
Corp., 332 U. S. 194, 196-197 (1947); American Textile Mfrs.
Institute, Inc. v. Donovan, 452 U. S. 490, 539 (1981).
Therefore, the majority is simply wrong in asserting that, even
though "the ICC did not in so many words articulate its
interpretation of the word `required,"' the Court may
nevertheless defer to the Commission's decision.  See ante, at 11
(emphasis added).

Because of the gap in the ICC's interpretation of the statute,
"[t]here are no findings and no analysis here to justify the
choice made, no indication of the basis on which the Commission
exercised its expert discretion."  Burlington Truck Lines, Inc.,
supra, at 167.  The majority concludes, again based on the
agency's presumed interpretation of the statute, that the
Commission was not obligated to make specific findings as to
whether the property was "required for intercity rail passenger
service."  See ante, at 12.  This magnifies the ICC's mistake; an
administrative "agency must make findings that support its
decision, and those findings must be supported by substantial
evidence." Burlington Truck Lines, Inc., 371 U. S., at 168.

Deferring to a federal agency's construction of the legislation
that it is charged with administering is one thing.  But
deferring to inferences derived from reading between the lines of
an agency decision or excerpted from the brief of a government
lawyer is another matter entirely. "For the courts to substitute
their or counsel's discretion for that of the Commission is
incompatible with the orderly functioning of the process of
judicial review."  Id., at 169. Because the ICC has failed to
provide a clear, authoritative construction of "required for
intercity rail passenger service," we should return this case to
the Commission so that the agency can do its job properly.  But
we should not strain the Chevron principle by deferring to what
we imagine an agency had in mind when it applied a statute.

Therefore, I respectfully dissent.

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