During February 1848, the Lexington & Frankfort Railroad Company was organized by a special act in Frankfort to assume operations of the line.[i] In May 1848, the City of Lexington agreed to subscribe $100,000 in common stock of the new railroad. This subscription was paid in bonds, issued by the city for the benefit of the railroad. The city recovered this investment by a special assessment of $2.44 per $100 value on real estate, paid semi-annually over two years. Total assessed value of real estate in Lexington was $4,367,079.[ii]
The company also raised another $100,000 from the sale of common stock to local investors in Lexington. This time, the railroad required subscriptions be paid in cash or a note negotiable at a local bank. The state also agreed to contribute the assets of the old railroad in exchange for $150,000 in common stock. Thus, the company was organized with $350,000 in capital, with assets of $100,000 in cash, $100,000 in bonds and $150,000 in fixed assets. There was no debt.[iii]
The initial Board of Directors were Benjamin Gratz, Francis K. Hunt, Richard Pindell and Edward P. Johnson of Lexington. In addition, the Governor appointed Orlando Brown and Madison C. Johnson to represent the state on the board. Thomas Smith was appointed President.
The company’s directors immediately approved major improvements, including replacing the flat iron rails with new steel “T” rails and removing the incline plane at Frankfort. These plans were estimated to cost $300,000, so the company borrowed $70,000 to cover the deficit. These funds were borrowed by prominent investors from Lexington, who signed promissory notes in their names, which local banks discounted. Repayment was specified over five years, with $5,000 semi-annually and the balance at maturity.[iv]
During the fall of 1848, President Smith successfully sold $120,000 in city bonds to Eastern brokers for a discount of 87½ cents on the dollar. The railroad netted approximately $100,000 from the sale. While in New York, Smith ordered 3,500 tons of steel rails from England, at $30 per ton.[v]
In 1849, Smith was replaced by Abraham D. Hunt as President. In October 1849, Abraham D. Hunt resigned as President and was replaced by Francis K. Hunt. Both were sons of John W. Hunt.
That spring, the line began a program of replacing ties and reballasting the track bed with gravel. Between May 5 and June 1, 1849, all operations on the railroad were stopped and the line converted to new steel rails. In addition, the company hired Sylvester Welch, as Chief Engineer, to survey a new route into Frankfort (to avoid the steep descent and incline plane).[vi] The new route started about five miles from Frankfort, near the Junction. The line followed local creek beds, by excavating several cuts through ridges, toward the Kentucky River. The line then following the east side of the river along the “old county road,” through a 515 foot tunnel under Arsenal Hill, into downtown Frankfort. The first passenger train pulled by the Logan entered the tunnel on February 23, 1850. This was the first railroad tunnel in Kentucky and west of the Appalachian Mountains.[vii]
The company also purchased a new engine, named the William R. McKee, from the Norris Brothers of Philadelphia in 1849. The locomotive was shipped disassembled in flatboats down the river to Frankfort.[viii]
In January 1850, William A. Dudley became President.[ix] Dudley was an attorney, who was 25 years old when appointed President of the Lexington & Frankfort. During the Civil War, he was Quartermaster General of Kentucky. In January 1850, Governor Crittenden appointed Madison C. Johnson and Phillip Swigert as directors to represent the state on the company’s board.[x]
In 1850, the company appointed Samuel Gill as General Manager. Gill was a West Point trained engineer. During its first year of operations, the company reduced its debts by $50,000 to $170,000 in total.[xi] During 1851, the company ordered three new locomotives - the John W. Hunt from the Norris Brothers. William A. Dudley from Hickley & Drury and the Warren from the New Jersey Locomotive Works (delivered in 1852).[xii]
The Lexington & Frankfort entered into an arrangement with the Louisville & Frankfort to operate both routes under common management. Both lines were independent, but operated as affiliates. Profits were prorated by track mileage (thirty percent for Lexington and seventy percent for Louisville).
The Lexington & Frankfort held their annual meeting during May 1851 at the Clerk’s Office at the Fayette County Courthouse. Dudley was reelected President and James A. Grinstead as Secretary. Grinstead was a private banker and thoroughbred breeder.
On July 19, 1851, the first train crossed toward Louisville over the new “chain” or suspension bridge, on the Kentucky River, at Frankfort. The railroad finally connected to Louisville, however, passengers still transferred from one set of passengers cars to another. The suspension bridge proved unable to handle the weight of the newer locomotives, so the cars were ferried across by the old engine Logan.[xiii]
In September 1853, the Lexington & Frankfort reported gross revenues of $33,854 for the last four months ending August 31st, compared to $26,881 the prior year. This represented a $6,973 increase or roughly twenty five percent.
During October 1854, James O. Harrison replaced William A. Dudley as President.[xiv] Harrison was an attorney (who served as the Executor of Henry Clay’s estate) and Professor of Law. He also was the Chairman of Lexington Board of Education.
In 1855, the company built a depot in Frankfort on Broadway. The depot had two tracks, the Lexington & Frankfort line entered inside the depot, while the Louisville & Frankfort ran along side, with St. Clair Street the dividing point. The two lines did not connect. Passengers from Lexington to Louisville were forced to switch trains at Frankfort.
In 1856, an executive committee was formed for joint operations, with two members from Lexington and four from Louisville.[xv]
Frankfort Depot on Broadway, built 1855, State Arsenal and tunnel back left
In November 1856, the company reported income of $24,768.67, on revenue of $47,935.65 and expenditures of $23,768.67.[xvi] In November 1857, the company declared a $3 per share dividend out of the profits for the last six months. The newspaper reported “this indicates its good managements.”[xvii]
Louisville, Frankfort & Lexington Railroad:
On January 1, 1857 both companies agreed to consolidated operations under the name the Louisville, Frankfort & Lexington Railroad Company.[xviii] Both companies remain as legal entities, with profits prorated in proportion to the respective lengths of their lines. The Lexington & Frankfort and Louisville & Frankfort controlled 29 and 69 miles, respectively, and received approximately 30 and 70 percent of operating profits.[xix]
The suspension bridge at Frankfort was replaced in 1857 by a wooden trestle supported by stone piers. The practice of transferring passengers from one line to the other still continued. Passenger fare was 4 cents per mile, with a discount of 25 cents on roundtrips.
In 1858, it was reported that the Louisville, Frankfort & Lexington was known for paying “the highest dividend of any road in the county.” This compares to the Lexington & Ohio, which in 1842 was known as the “most poorly constructed railway in the United States.”[xx]
In June 1860, the accommodation train from Lexington collided with a freight train at Midway. No lives were lost.[xxi] However, the next week, a boiler explosion on the locomotive John J. Jacob killed the fireman (Vincent H. Vocarro) and injured the engineer (Walker Chambers). This accident happened two miles from Frankfort.[xxii]
During the Civil War, the railroad was a critical link in the Federal supply chain to support operations further south. In September 1862, Confederate Raiders under General John Hunt Morgan captured the railroad’s telegraph office at Midway. Morgan’s telegrapher George (“Lighting”) Ellsworth then send a number of false orders and reports around the state to create confusion. He reported raiders everywhere, except Midway. He also ordered the Federal troops to march from Frankfort to Midway, and then ordered them recalled, once they started.
In October 1862, the wooden trestle across the Kentucky River, at Frankfort, was burned by Confederate forces, retreating from Kentucky (after the Battle of Perryville). The company quickly rebuilt the trestle.
On a trip to Louisville with a train of government supplies I was hailed by two or three hundred Confederates at Pleasureville, Henry County. They were on the track in front of me, waving me to stop. I looked at the switch targets and saw they were allright for the main line, and instead of stopping I blew a stock whistle, opened the throttle as wide as I could and passed them like a shot. A volley followed from them, but it did no harm, and I made a home run with my train. I had forty train guards in the last car that were glad I did not stop.
I was captured with my train nine miles west of Frankfort in 1864. My engine was cut loose from the train and I was ordered to start the engine ahead with high steam pressure to meet a soldier train which was to meet us a Bagdad, five miles away. Guns were aimed at me so I could not remain in the cab after I had started the engine, but I was given a moment to leave the cab after I had opened the throttle. Unnoticed by them I slipped my water pump to full so the steam would be reduced and the boiler flooded with water which would “kill” the engine. My rear brakeman, seeing the capture ahead, jumped off and ran back to a bridge guard of about seventy-five men only about three hundred yards back, and while my captors were parlying about what to do with the train, the bridge guards slipped up and fired on them. The bullets whistled about, giving me a chance to hide, and in about five minutes I was alone. My fireman and train crew also disappeared. As soon as the scrap was over I lit out to overtake my engine, but was minus my watch and $69.00, which I had to give up to the “gray coats.” I captured a horse and “hit the high spots.” My engine had run about eight miles and then “died.” The opposing train happened to be always late and I got to my engine just in time to flag the soldier train.
B. C. Vaughan, Engineer
Louisville, Frankfort & Lexington Railroad[xxiii]
In 1864, the Federal War Department ordered the company to convert to the broad gauge (the gauge of southern railroads). This change allowed the Federal forces to speed the delivery of supplies southward without reloading. In addition, the War Department ordered that the two lines connected at Frankfort, to eliminate the transfer of freight and supplies from one line’s boxcars to the other. The company was reimbursed $27,914.56.
On February 2, 1865 Confederate guerillas, lead by the notorious William Quantrill and Jerome Clarke (Sue Mundy), burned the depot at Midway, Kentucky.
Lexington & Frankfort’s Woodford, built by Baldwin Locomotive Works in 1863 (sold in 1864 after the change to broad gauge) <Baldwin Loco Works>
Louisville, Cincinnati & Lexington Railroad:
After the Civil War, the two railroads began planning an extension from LaGrange to reach Cincinnati. This plan was opposed by the business leaders of Louisville, while the Louisville & Nashville supported the expansion (which would connect with it). In September 1867, the two lines formed a partnership to build the line to Cincinnati. Expenses were once again divided by track mileage. Construction was to be overseen by an Executive Committee (with four members from Louisville and two members from Lexington). Construction was estimated by Engineer General St. Johns to cost $3,454,000. The extension was funded primarily by joint mortgage bonds, secured by extension. During January 1877, the company issued $3,000,000 in first mortgage bonds, at 7 percent, which were “taken” at 85 (sold at a discount of 85% of face value). During October 1877, addition issues of $1,000,000 in second mortgage bonds were also issued at 80.[xxiv]
In October 1867, work began from LaGrange toward Northern Kentucky, with Covington (just south of Cincinnati on the Ohio River) the terminal point. At Covington, the line connected to the Kentucky Central Railroad (the old Covington & Lexington line). The geography of this area is hilly with numerous limestone ridges, which caused the line to have a number of curves and grades. To lower the grades, the company also built six tunnels and a number of high trestles. This route was 80 miles in length and became known as the “Cincinnati Short Line.”
The line was built to broad gauge. The last spike was driven at McCoy’s Forks, three miles west of Walton, Boone County, in April 1869. The track remained to be ballasted and was opened on July 1, 1869.[xxv]
In September 1869, the stockholders of the two railroads approved a plan to consolidate as the Louisville, Cincinnati & Lexington Railroad. At the time, the Lexington & Frankfort and the Louisville & Frankfort respectively had 5,147 shares (with a par value of $100) and 22,192 shares (with a par value of $50) outstanding. The consolidated railroad was to issue common stock with a $50 par value. The plan called for the Lexington stockholders to receive two shares and the Louisville stockholders one share for each existing share. In addition, Louisville was to appoint three, while Lexington was to appoint two directors. If the shares owned in Lexington fell below five thousand, Lexington would be reduced to one director. If the Lexington’s shares fell below two thousand, then directors would be elected without regard to hometowns. The new railroad’s headquarters were located in Louisville.[xxvi] From this point, the board became dominated by Louisville interests.
Independence Trestle, near Covington <University of Louisville>
The last officers of the Lexington & Frankfort were William A. Dudley (President), Edward S. Duncanson (Secretary) and Ephraim D. Sayre (Treasurer). The Board of Directors included Dudley, Benjamin Gratz, Madison C. Johnson, Francis K. Hunt, Phillip Swigert and Henry Bell. During the last year as a legal entity, the company earned $53,309 and paid dividends of $38,454.[xxvii]
With the merger, the practice of switching trains at Frankfort was ended. It was reported that Frankfort was “highly indignant over their town being made a mere way station.”[xxviii]
In September 1869, the city council of Lexington approved for the Lexington & Frankfort to run tracks parallel with the pavement on the south side of Water Street. This line would later become the mainline into downtown Lexington for the railroad.[xxix]
In December 1870, the Short Line was connected to the Louisville & Nashville Railroad at Louisville. To obtain permission from the City of Louisville, the Louisville, Cincinnati & Lexington line agreed to convert to the standard gauge. At the time, the Louisville & Nashville was using the broad gauge. Connections were made by way of the Louisville Railway Transfer line. The Railway Transfer was a four mile interchange line, with three rails matching both gauges. The transfer route ran along Beargrass Creek, from the Short Line’s depot at the end of Main Street to the Louisville & Nashville’s depot on Market Street. In August 1871, the short line was converted to standard gauge, with the City of Louisville reimbursing the line for sixty percent of the cost.[xxx]
Originally, the line terminated at the wharves on the Covington side of the river. The City of Covington refused to allow the right-of-way along the river banks, which prevented the railroad from building a bridge to Cincinnati. However, during 1871, the company extended the line four miles into Newport. At Newport, the Newport & Cincinnati Bridge was constructed to span the Ohio River. The bridge opened for traffic on April 1, 1872. The company had joint rights with the Little Miami Railroad (which owned the bridge) to cross the span and connect with Cincinnati. [xxxi]
In 1871, the Louisville, Cincinnati & Lexington leased the Shelby Railroad line. [xxxii] The line connected Shelbyville to Anchorage.
Louisville, Cincinnati & Lexington’s Locomotive #15, built by Rogers Locomotive Works in 1868 <Amer. Loco Works>
In the summer of 1871, the company’s stock price had deteriorated because of the cost of the short line. The Lexington to Louisville mainline was said to paying “high dividends,” while the debt service on the short line was “bleeding” the company. At this point, Collis P. Huntington brought majority control of the company for $25 per share (which had been issued at $50 per share in 1869).[xxxiii]
On August 13, 1871, the Louisville, Cincinnati & Lexington converted the entire line from broad to the standard gauge.[xxxiv]
In June 1872, the company leased the Elizabethtown, Lexington & Big Sandy line from Lexington to Mt. Sterling. The contract called for the revenue to be split two-thirds to the operating line and one-third to the track owners. During 1879, the company ran four daily passenger trains from Louisville to Mt. Sterling. The Louisville Mail made the trip in six hours, with 27 stops.[xxxv] This lease was cancelled around 1881, when the Newport News & Mississippi Valley began operating the line between Lexington and Ashland.
Louisville, Cincinnati & Lexington’s Locomotive #27, built by Rogers Locomotive Works in 1871, renumbered by Louisville & Nashville Railroad as #927, at Newport in 1889 <University of Louisville>
Louisville, Cincinnati & Lexington Railway:
During the fall of 1873, the economy entered a deep recession, which became known as the Panic of 1873. Financial problems related to the bonds used for the shortline caused the company to be placed in receivership on September 21, 1874. To prevent foreclosure, the second bond holders (who would have lost their investment) paid out the first mortgage bonds. Huntington lost control of the company at this time. With new management the railroad became prosperous and was reorganized on February 1, 1877 as the Louisville, Cincinnati & Lexington Railway Company (instead of Railroad).[xxxvi]
In 1881, the last directors included Jacob Krieger, Sr. (Vice President), John Bangs, E. Thompson, E. P. Alexander (President in 1881), Edward Fulton, Charles Tilden, James B. Wilder (President in 1880), Lyttleton Cooke and A. L. Schmitt of Louisville, Henry Bell Ephraim D. Sayre, Madison C. Johnson of Lexington and G. A. Washington of Nashville. In 1882, the company also purchased the Louisville, Harrods Creek & Westport Railroad, a narrow gauge line 11 miles in length.[xxxvii]
Louisville, Cincinnati & Lexington’s Locomotive #28, sister to Locomotive #27 <Amer. Loco Works>
Louisville & Nashville:
In July 1881, the Louisville & Nashville Railroad purchased the Louisville, Cincinnati & Lexington Railway Company. On November 1, 1881, the Louisville & Nashville began operating trains along the old Lexington & Ohio line, into downtown Lexington, to the old Lexington & Ohio’s passenger depot on Water Street, at Mill.[xxxviii] The line became part of the Eastern Kentucky (EK) Division of the Louisville & Nashville Railroad. The line was also known as the “Old Road.”[xxxix]
 “T” rails were fashioned of steel and shaped like a capital “T,” with a large base. This type of rail is in common usage today.
 One shipload of 350 tons was lost at sea and had to be replaced.
 Fought in the Battle of Monterey (September 1846), the Siege of Vera Cruz (March 1847) and Battle of Cerro Gordo (April 1847). In 1847, resigned from the army to become Assistant Engineer of the Lexington & Frankfort and Louisville & Frankfort Railroads. Served as General Manager and Superintendent from 1850 to 1872 and Receiver from 1873 to 1875. Retired after Huntington assumed control.
 The Louisville & Frankfort Railroad was organized in 1847 and acquired from the state the unfinished roadbed between Frankfort, through Christiansburg and LaGrange to Louisville. Henry Clay, Jr. was among its organizers. He died the same year at the Battle of Buena Vista.
 Revenue consisted of Passenger - $15,311, Freight - $17,654 and Mail - $889.
 Morgan was the grandson of John W. Hunt, one of the founders of the Lexington & Ohio, and the nephew of Carlton, Francis K. and Abraham D. Hunt, all directors and/or Presidents of the railroad at one time.
 Louisville with its southern connections was a “bulk break” point, were the cars from the northern lines (which used the standard gauge) were unloaded and transferred to the Louisville & Nashville. The two gauges prevented through trains.
 The conversion was completed in 6 hours 15 minutes, with section gangs working simultaneously along the entire line. Only one scheduled run was cancelled.
 Collis Potter Huntington (1821 - 1900) - Railroad Magnate. As member of the “Big Four” (with Leland Stanford, Charles Crocker, and Mark Hopkins), organized the Central Pacific and Southern Pacific Railroads. Between 1871 and 1874, he controlled the Louisville, Cincinnati & Lexington Railroad. In 1881, he completed the Elizabethtown, Lexington & Big Sandy line, consolidating it with the Chesapeake & Ohio (which he intended to develop into a coast to coast trunk railroad). In 1881, he also obtained control of the Kentucky Central Railroad, and expanded the line southwards. By 1888, he lost control of both corporations due to financial problems.
[i] Perrin, page 80 - 83.
[ii] Observer & Reporter, Lexington, March 11, 1848, page 3, column 2, March 22, 1848, page 3, column 2 and October 7, 1848, page 3, column 3.
[iii] Clark, page 23 - 24.
[iv] Clark, page 23 - 24.
[v] Clark, page 23 - 24.
[vi] “Historical Sketch of the Formation of the Louisville, Cincinnati & Lexington Railroad,” (in the papers of Charles H. Bogart, Frankfort).
[vii] Observer & Reporter, Lexington, June 6, 1849, page 3, column 6, Clark, page 23 – 24 and Bogart, Charles H., “New Marker Recalls Frankfort’s Tunnel and Union Station,” The Kentucky Explorer, October 1995, page 61-62.
[viii] Prince, page 29.
[ix] Observer & Reporter, Lexington, October 27, 1849, page 3, column 3 and January 2, 1850, page 3, column 3.
[x] Clark, page 23 – 24.
[xi] Clark, page 27.
[xii] Prince, page 29.
[xiii] Kentucky Statesman, Lexington, July 23, 1851, page 3, column 3 and State Journal, Frankfort, March 17, 1968, page 8.
[xiv] Kentucky Statesman, Lexington, October 10, 1854, page 3, column 5.
[xv] Clark, page 27.
[xvi] Kentucky Statesman, Lexington, November 18, 1856, page 3, column 6.
[xvii] Kentucky Statesman, Lexington, November 6, 1857, page 3, column 5.
[xviii] Acts of Kentucky, 1857 – 1858, page 333, Kleber, page 551, Coleman, page 54, Perrin, page 80 – 83 and Louisville & Nashville Historical Society, page 3.
[xix] Poor, Henry V. and Henry W. Poor, Manual of the Railroads of the United States, New York, 1874-75, page 470 – 72 and 1868 – 69, page 123 – 25.
[xx] Clark, Thomas D., A History of Kentucky, Jesse Stuart Foundation, Ashland, 1988 (reprint), page 187.
[xxi] Kentucky Statesman, Lexington, June 6, 1860, page 3, column 3.
[xxii] Kentucky Statesman, Lexington, June 15, 1860, page 3, column 3.
[xxiii] Vaughan, B. C., Early Recollections, Kentucky Historical Society files.
[xxiv] Observer & Reporter, Lexington, September 4, 1867, page 3, column 1, Poor, 1881, Page 465 – 67 and 1882, page 497 - 99 and Historical Sketch (Charles H. Bogart papers), page 12.
[xxv] Fisher, page 12, Klein, Maury, History of the Louisville & Nashville Railroad, University Press of Kentucky, Lexington, 2003, page 94 - 98 and Herr, Kincaid, The Louisville & Nashville Railroad 1850 – 1963, University Press of Kentucky, Lexington, 2000, page 69 - 72.
[xxvi] Observer & Reporter, Lexington, September 11, 1869, page 2, column 2.
[xxvii] Observer & Reporter, Lexington, September 11, 1869, page 2, column 2 and Poor, 1868-9, p. 113 and 123 - 125.
[xxviii] “Historical Sketch” (Charles H. Bogart papers), page 14.
[xxix] Observer & Reporter, Lexington, September 4, 1869, page 3, column 3.
[xxx] Klein, page 94 – 98, Curry (Leonard), page 65 and Herr, page 69 - 72.
[xxxi] Herr, page 69 – 72.
[xxxii] Herr, page 69 – 72.
[xxxiii] “Historical Sketch” (Charles H. Bogart papers), page 21 and Curry, Leonard P., Rail Routes South / Louisville’s Fight For The Southern Markets / 1865 – 1872, University of Kentucky Press, Lexington, 1969, page 128.
[xxxiv] Lexington Press, April 23, 1871, page 4, column 5 and August 14, 1871, page 4, column 1.
[xxxv] “Historical Sketch” (Charles H. Bogart papers), page 19.
[xxxvi] “Historical Sketch” (Charles H. Bogart papers), page 21.
[xxxvii] Herr, page 69 – 72.
[xxxviii] “Time Rolls In Downtown Lexington, But Not by Trains,” (file at Kentucky Historical Society).
[xxxix] Herr, page 69 - 72.