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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
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SUPREME COURT OF THE UNITED STATES
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Nos. 91-790 and 91-1206
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CSX TRANSPORTATION, INC., PETITIONER
91-790                     v.
LIZZIE BEATRICE EASTERWOOD

LIZZIE BEATRICE EASTERWOOD, PETITIONER
91-1206                    v.
CSX TRANSPORTATION, INC.
on writ of certiorari to the united states court
of appeals for the eleventh circuit
[April 21, 1993]

  Justice White delivered the opinion of the Court.
  Thomas Easterwood was killed on February 24, 1988
when a train owned and operated by petitioner and cross-
respondent CSX Transportation collided with the truck he
was driving at the Cook Street crossing in Cartersville,
Georgia.  His widow, respondent and cross-petitioner
Lizzie Easterwood, brought this diversity wrongful death
action, which alleges, inter alia, that CSX was negligent
under Georgia law for failing to maintain adequate
warning devices at the crossing and for operating the
train at an excessive speed.  The issue before the Court
is the extent to which the Federal Railroad Safety Act of
1970 (FRSA), 84 Stat. 971, as amended, 45 U. S. C.
421-447 (1988 ed. and Supp. II), pre-empts these
claims.
  The District Court for the Northern District of Georgia
granted summary judgment for CSX on the ground that
both claims were pre-empted.  742 F. Supp. 676, 678
(1990).  The Court of Appeals for the Eleventh Circuit
affirmed in part and reversed in part, holding that
respondent's allegation of negligence based on the train's
speed was pre-empted but that the claim based on the
absence of proper warning devices was not.  933 F. 2d
1548, 1553-1556 (1991).  Because Courts of Appeals have
differed over the pre-emptive effect of FRSA on negligence
suits against railroads, we granted the petitions of both
parties.  505 U. S. ___ (1992).  We now affirm.

                            I
  FRSA was enacted in 1970 -to promote safety in all
areas of railroad operations and to reduce railroad-related
accidents, and to reduce deaths and injuries to persons
. . . .-  45 U. S. C. 421.  To aid in the achievement of
these goals, the Act specifically directs the Secretary of
Transportation to study and develop solutions to safety
problems posed by grade crossings.  433.  In addition,
the Secretary is given broad powers to -prescribe, as
necessary, appropriate rules, regulations, orders, and
standards for all areas of railroad safety . . . .-  431(a).
The pre-emptive effect of these regulations is governed by
434, which contains express saving and pre-emption
clauses.  Thus, the States are permitted to -adopt or
continue in force any law, rule, regulation, order, or
standard relating to railroad safety until such time as the
Secretary has adopted a rule, regulation, order, or stan-
dard covering the subject matter of such State require-
ment.-  Even after federal standards have been promul-
gated, the States may adopt more stringent safety re-
quirements -when necessary to eliminate or reduce an
essentially local safety hazard,- if those standards are -not
incompatible with- federal laws or regulations and not an
undue burden on interstate commerce.
  In 1971, the Secretary, acting through the Federal
Railroad Administration (FRA), promulgated regulations
under FRSA setting maximum train speeds for different
classes of track.  See 49 CFR 213.9 (1992).  Also in
1971, and again in 1972, the Secretary duly reported to
Congress on the problem of grade crossings and on
possible solutions.  Congress responded by enacting the
Highway Safety Act of 1973, Title II of the Act of Aug.
13, 1973, 87 Stat. 282, as amended, note following 23
U. S. C. 130.  This Act makes federal funds available to
the States to improve grade crossings, in return for which
the States must -conduct and systematically maintain a
survey of all highways to identify those railroad crossings
which may require separation, relocation, or protective
devices, and establish and implement a schedule of
projects for this purpose.-  23 U. S. C. 130(d).  Further
conditions on the States' use of federal aid to improve
grade crossings have been set out in regulations promul-
gated by the Secretary through the Federal Highway
Administration (FHWA) under FRSA and the Highway
Safety Act.  See 23 CFR pts. 646, 655, 924, 1204 (1992).
It is petitioner's contention that the Secretary's speed and
grade crossing regulations -cove[r] the subject matter- of,
and therefore pre-empt, the state law on which respondent
relies.
  Where a state statute conflicts with or frustrates federal
law, the former must give way.  U. S. Const., Art. VI, cl.
2; Maryland v. Louisiana, 451 U. S. 725, 746 (1981).  In
the interest of avoiding unintended encroachment on the
authority of the States, however, a court interpreting a
federal statute pertaining to a subject traditionally gov-
erned by state law will be reluctant to find pre-emption.
Thus, pre-emption will not lie unless it is -the clear and
manifest purpose of Congress.-  Rice v. Santa Fe Elevator
Corp., 331 U. S. 218, 230 (1947).  Evidence of pre-emptive
purpose is sought in the text and structure of the statute
at issue.  Shaw v. Delta Air Lines, Inc., 463 U. S. 85, 95
(1983).  If the statute contains an express pre-emption
clause, the task of statutory construction must in the first
instance focus on the plain wording of the clause, which
necessarily contains the best evidence of Congress' pre-
emptive intent.

  According to 434, applicable federal regulations may
pre-empt any state -law, rule, regulation, order, or stan-
dard relating to railroad safety.-   Legal duties imposed
on railroads by the common law fall within the scope of
these broad phrases.  Cf. Cipollone v. Liggett Group, Inc.,
505 U. S. ___, ___ (1992) (slip op., at 16) (federal statute
barring additional -requirement[s] . . . `imposed under
state law'- pre-empts common-law claims); id., at ___ (slip
op., at 5-6) (Scalia, J., concurring in judgment in part
and dissenting in part) (same).  Thus, the issue before the
Court is whether the Secretary of Transportation has
issued regulations covering the same subject matter as
Georgia negligence law pertaining to the maintenance of,
and the operation of trains at, grade crossings.  To prevail
on the claim that the regulations have pre-emptive effect,
petitioner must establish more than that they -touch
upon- or -relate to- that subject matter, cf. Morales v.
Trans World Airlines, Inc., 504 U. S. ___, ___ (1992) (slip
op., at 7) (statute's use of -relating to- confers broad pre-
emptive effect), for -covering- is a more restrictive term
which indicates that pre-emption will lie only if the
federal regulations substantially subsume the subject
matter of the relevant state law.  See Webster's Third
New International Dictionary 524 (1961) (in the phrase
-policy clauses covering the situation,- cover means -to
comprise, include, or embrace in an effective scope of
treatment or operation-).  The term -covering- is in turn
employed within a provision that displays considerable
solicitude for state law in that its express pre-emption
clause is both prefaced and succeeded by express saving
clauses.  See supra, at 3.

                           II
  After filing an answer denying the allegations of negli-
gence with respect to the warning devices at Cook Street
and with respect to the train's speed, petitioner moved for
summary judgment on the ground that these claims were
pre-empted.  As the case comes to us, petitioner does not
assert that the complaint fails to state a claim under
Georgia law.  The sole issue here is pre-emption, which
depends on whether the regulations issued by the Secre-
tary cover the subject matter of the two allegations, each
of which we may assume states a valid cause of action.
  As indicated above, the Secretary of Transportation has
addressed grade crossing safety through a series of
regulations. Each State receiving federal aid is required
to establish a -highway safety improvement program- that
establishes priorities for addressing all manner of highway
hazards and guides the implementation and evaluation of
remedial measures.  23 CFR pt. 924 (1992).  In setting
priorities, the States are directed to consider and rank the
dangers posed by grade crossings.  924.9(a)(4).  Having
developed a program, each State must evaluate its effec-
tiveness and costs, 924.13, and file yearly reports with
the FHWA.  924.15.
  States are subject to further regulations governing the
use of particular warning devices.  For all projects, they
must employ devices that conform to standards set out in
FHWA's Manual on Uniform Traffic Control Devices for
Streets and Highways (MUTCD or Manual).  23 CFR
646.214(b)(1), 655.603 (1992).  In addition, for projects
which involve grade crossings -located within the limits
of or near the terminus of a Federal-aid highway project
for construction of a new highway or improvement of [an]
existing roadway,- see 646.214(b)(2), or in which -Feder-
al-aid funds participate in the installation of the [warning]
devices,- regulations specify warning devices that must be
installed.  See 646.214(b)(3) and (4).  Thus, States must
employ automatic gates with flashing light signals as part
of any improvement project that concerns a crossing which
features, inter alia, multiple tracks, high speed trains
operating in areas of limited visibility, heavy vehicle or
train traffic, or if a diagnostic team made up of -represen-
tatives of the parties of interest in [the crossing]- recom-
mends them.  For federally funded installations at
crossings that do not present the track conditions specified
in 646.214(b)(3), -the type of warning device to be
installed, whether the determination is made by a State
. . . agency, and/or the railroad, is subject to the approval
of the FHWA.-  646.214(b)(4).
  The regulations of 23 CFR pt. 924 do not of themselves
support petitioner's claim of pre-emption.  These provi-
sions establish the general terms of the bargain between
the federal and state governments: the States may obtain
federal funds if they take certain steps to ensure that the
funds are efficiently spent.  On its face, this federal effort
to encourage the States to rationalize their decision-
making has little to say about the subject matter of
negligence law, because, with respect to grade crossing
safety, the responsibilities of railroads and the State are,
and traditionally have been, quite distinct.  Before the
enactment of FRSA, for example, Georgia's authority over
grade crossing improvements did not excuse a railroad's
liability in negligence for failing to maintain a safe
crossing, see n. 5, supra, just as a jury finding of railroad
negligence bore no particular significance on the State's
safety efforts beyond that which the State wished to give
it.  Certainly there is no explicit indication in the regula-
tions of 23 CFR pt. 924 that the terms of the Federal
Government's bargain with the States require modification
of this regime of separate spheres of responsibility.  And,
contrary to the view of the Court of Appeals for the Tenth
Circuit, it does not necessarily follow that -[t]he hit-or-
miss common law method runs counter to a statutory
scheme of planned prioritization.-  Hatfield v. Burlington
Northern R. Co., 958 F. 2d 320, 324 (1992).  In fact, the
scheme of negligence liability could just as easily comple-
ment these regulations by encouraging railroads-the
entities arguably most familiar with crossing condi-
tions-to provide current and complete information to the
state agency responsible for determining priorities for
improvement projects in accordance with 924.9.  In light
of the relatively stringent standard set by the language
of 434 and the presumption against pre-emption, and
given that the regulations provide no affirmative indica-
tion of their effect on negligence law, we are not prepared
to find pre-emption solely on the strength of the general
mandates of 23 CFR pt. 924.
  Likewise, the requirement that the States comply with
the MUTCD does not cover the subject matter of the tort
law of grade crossings.  Petitioner's contrary reading rests
primarily on language which appears in Part VIII of the
Manual, entitled -Traffic Control Systems for Railroad-
Highway Grade Crossings-:
-the highway agency and the railroad company are
entitled to jointly occupy the right-of-way in the
conduct of their assigned duties.  This requires joint
responsibility in the traffic control function between
the public agency and the railroad.  The determina-
tion of need and selection of devices at a grade
crossing is made by the public agency with jurisdic-
tional authority.  Subject to such determination and
selection, the design, installation and operation shall
be in accordance with the national standards con-
tained herein.-  Manual, at 8A-1.
According to petitioner, the third sentence of this para-
graph, combined with the directive in 23 CFR
646.214(b)(1) that the States comply with the Manual,
amounts to a determination by the Secretary that state
governmental bodies shall bear exclusive responsibility for
grade crossing safety.
  Petitioner's argument suffers from an initial implausibil-
ity: it asserts that established state negligence law has
been implicitly displaced by means of an elliptical refer-
ence in a Government manual otherwise devoted to
describing for the benefit of state employees the proper
size, color, and shape of traffic signs and signals.  Not
surprisingly, the Manual itself disavows any such preten-
sions:  -It is the intent that the provisions of this Manual
be standards for traffic control devices installation, but not
a legal requirement for installation.-  Manual, at 1A-4.
The language on which petitioner relies undermines rather
than supports its claim by acknowledging that the States
must approve the installation of any protective device even
as the railroads maintain -joint responsibility- for traffic
safety at crossings.  As is made clear in the Federal
Highway Administration's guide to the Manual, the
MUTCD provides a description of, rather than a prescrip-
tion for, the allocation of responsibility for grade crossing
safety between the Federal and State Governments and
between States and railroads:
-8A-6 Grade-Crossing Responsibility
-Jurisdiction
      -Jurisdiction over railroad-highway crossings resides
almost exclusively in the States.  Within some States,
responsibility is frequently divided among several
public agencies and the railroad.-  U. S. Dept. of
Transportation, Federal Highway Administration,
Traffic Control Devices Handbook 8A-6 (1983).
Rather than establishing an alternative scheme of duties
incompatible with existing Georgia negligence law, the
Manual disavows any claim to cover the subject matter
of that body of law.
  The remaining potential sources of pre-emption are the
provisions of 23 CFR 646.214(b)(3) and (4), which,
unlike the foregoing provisions, do establish requirements
as to the installation of particular warning devices.
Examination of these regulations demonstrates that, when
they are applicable, state tort law is pre-empted.  How-
ever, petitioner has failed to establish that the regulations
apply to this case, and hence we find respondent's grade
crossing claim is not pre-empted.
  As discussed above, supra, at 8, under 646.214(b)(3)
and (4), a project for the improvement of a grade crossing
must either include an automatic gate or receive FHWA
approval if federal funds -participate in the installation
of the [warning] devices.-  Thus, unlike the Manual,
646.214(b)(3) and (4) displace state and private decision-
making authority by establishing a federal-law require-
ment that certain protective devices be installed or federal
approval obtained.  Indeed, 646.214(b)(3) and (4) effec-
tively set the terms under which railroads are to partici-
pate in the improvement of crossings.  The former section
envisions railroad involvement in the selection of warning
devices through their participation in diagnostic teams
which may recommend the use or nonuse of crossing
gates.  646.214(b)(3)(i)(F) and (3)(ii).  Likewise,
646.214(b)(4), which covers federally funded installations
at crossings that do not feature multiple tracks, heavy
traffic, or the like, explicitly notes that railroad participa-
tion in the initial determination of -the type of warning
device to be installed- at particular crossings is subject to
the Secretary's approval.  In either case, the Secretary has
determined that the railroads shall not be made to pay
any portion of installation costs.  23 CFR 646.210(b)(1)
(1992).  In short, for projects in which federal funds
participate in the installation of warning devices, the
Secretary has determined the devices to be installed and
the means by which railroads are to participate in their
selection.  The Secretary's regulations therefore cover the
subject matter of state law which, like the tort law on
which respondent relies, seeks to impose an independent
duty on a railroad to identify and/or repair dangerous
crossings.
  The remaining question with respect to respondent's
grade crossing claim is whether the preconditions for the
application of either regulation have been met.  A review
of the record reveals that they have not.  Petitioner relies
on an affidavit from an engineer for the Georgia Depart-
ment of Transportation (DOT) which was submitted in
support of its motion for summary judgment.  The affida-
vit indicates that, in 1979-1980, the DOT decided to
install a crossing gate at the West Avenue crossing in
Cartersville.  That gate could not be installed, however,
without placing motion-detection devices at four adjacent
crossings, including Cook Street.  App. 16.  The DOT
therefore installed new circuitry at each crossing, and
subsequently installed gates at West Avenue and each of
the adjacent crossings except Cook Street.  Although a
gate was also planned for Cook Street and funds set aside
for the project, no other devices were installed because the
street's width required the construction of a traffic island,
which in turn required city approval.  When the city
declined to approve the island out of concern for the flow
of vehicular traffic, the plan for the gate was shelved and
the funds allocated for use in another project.
  These facts do not establish that federal funds -partici-
pate[d] in the installation of the [warning] devices- at
Cook Street.  The only equipment installed was the
motion-detection circuitry.  Such circuitry does not meet
the definition of warning devices provided in 23 CFR
646.204(i) and (j) (1992).  Petitioner nevertheless
contends that the Cook Street crossing was part of a
single project to improve the five Cartersville crossings,
and that the regulations were applicable because federal
funds participated in the installation of gates at the other
four crossings.  Reply Brief for Petitioner in No. 91-790,
p. 20.  Neither party identifies any statutory or regulatory
provisions defining the term -project,- although some
usages cast doubt on petitioner's view.  See, e.g., 23 CFR
646.210(c)(3) (describing the elimination of -a grade
crossing- as -the . . . project-).  Even if the term could be
construed to include either individual or multiple crossing
projects, it is clear that the Georgia DOT treated the
installation of warning devices at West Avenue and Cook
Street as distinct projects.  Respondent's own affiant
states that the cost of the motion detector installed at
Cook Street -was included in the estimated costs proposal
prepared . . . for the West Avenue crossing improvements
. . . .-  App. 17.  Moreover, as found by the District
Court, when Cartersville scotched the plans for the Cook
Street gate, -the funds earmarked for this crossing were
. . . transferred to other projects.  The decision to install
gate arms at the Cook Street crossing was placed on a list
of projects to be considered at a later time.-  742 F.
Supp., at 678.  In light of the inapplicability of 23 CFR
646.214(b)(3) and (4) to this case, we conclude that
respondent's grade crossing claim is not pre-empted.

                           III
  Federal regulations issued by the Secretary pursuant to
FRSA and codified at 49 CFR 213.9(a) (1992) set maxi-
mum allowable operating speeds for all freight and
passenger trains for each class of track on which they
travel.  The different classes of track are in turn defined
by, inter alia, their gage, alinement, curvature, surface
uniformity, and by the number of crossties per length of
track.  See 213.51-213.143.  The track at the Cook
Street crossing is class four, for which the maximum
speed is 60 miles per hour.  Although respondent concedes
that petitioner's train was traveling at less than 60 miles
per hour, she nevertheless contends that petitioner
breached its common-law duty to operate its train at a
moderate and safe rate of speed.  See, e.g., Central of
Georgia R. Co. v. Markert, 200 Ga. App. 851, 852; 410
S. E. 2d 437, 438 (1991), cert. denied, 1991 Ga. LEXIS
839 (Oct. 18, 1991).  Petitioner contends that this claim
is pre-empted because the federal speed limits are

regulations covering the subject matter of the common law
of train speed.
  On their face, the provisions of 213.9(a) address only
the maximum speeds at which trains are permitted to
travel given the nature of the track on which they oper-
ate.  Nevertheless, related safety regulations adopted by
the Secretary reveal that the limits were adopted only
after the hazards posed by track conditions were taken
into account.  Understood in the context of the overall
structure of the regulations, the speed limits must be read
as not only establishing a ceiling, but also precluding
additional state regulation of the sort which respondent
seeks to impose on petitioner.
  Because the conduct of the automobile driver is the
major variable in grade crossing accidents, and because
trains offer far fewer opportunities for regulatory control,
the safety regulations established by the Secretary concen-
trate on providing clear and accurate warnings of the
approach of oncoming trains to drivers.  Accordingly,
the Secretary's regulations focus on providing appropriate
warnings given variations in train speed.  The MUTCD,
for example, requires the installation at grade crossings
of signaling devices that provide uniform periods of
advance notice regardless of train speed.  Manual, at
8C-7.  Likewise, as discussed supra, at 8-9, automatic
gates are required for federally funded projects affecting
crossings over which trains travel at high speeds.  23 CFR
646.214(b)(3)(C)-(D).  Further support for the view that
the limits in 213.9(a) were set with safety concerns
already in mind is found in 213.9(c).  Under that section,
railroads may petition for permission from the Railroad
Administrator to operate in excess of the maximum speed
limit of 110 miles per hour, but only upon submission of
information pertaining to the signals, grade crossing
protections, and other devices that will allow safe opera-
tion.
  Read against this background, 213.9(a) should be
understood as covering the subject matter of train speed
with respect to track conditions, including the conditions
posed by grade crossings.  Respondent nevertheless
maintains that pre-emption is inappropriate because the
Secretary's primary purpose in enacting the speed limits
was not to ensure safety at grade crossings, but rather to
prevent derailments.  Section 434 does not, however, call
for an inquiry into the Secretary's purposes, but instead
directs the courts to determine whether regulations have
been adopted which in fact cover the subject matter of
train speed.  Respondent also argues that common-law
speed restrictions are preserved by the second saving
clause of 434, under which -a State may . . .  continue
in force an additional or more stringent law . . . relating
to railroad safety when necessary to eliminate or reduce
an essentially local safety hazard, and when not incompat-
ible with any Federal law, rule, regulation, order, or
standard . . . . -  The state law on which respondent
relies is concerned with local hazards only in the sense
that its application turns on the facts of each case.  The
common law of negligence provides a general rule to
address all hazards caused by lack of due care, not just
those owing to unique local conditions.  Respondent's
contrary view would completely deprive the Secretary of
the power to pre-empt state common law, a power clearly
conferred by 434.  At the least, this renders respondent's
reliance on the common law -incompatible with- FRSA
and the Secretary's regulations.  We thus conclude that
respondent's excessive speed claim cannot stand in light
of the Secretary's adoption of the regulations in 213.9.

                           IV
  We hold that, under the Federal Railroad Safety Act,
federal regulations adopted by the Secretary of Transpor-
tation pre-empt respondent's negligence action only insofar
as it asserts that petitioner's train was traveling at an
excessive speed.  Accordingly, the judgment of the Court
of Appeals is
                                              Affirmed.