EXHIBIT 23.1




                         Consent of Independent Auditors


We consent to the  incorporation  by reference in this Annual Report (Form 10-K)
of CSX Corporation and subsidiaries  (CSX) of our report dated February 9, 2000,
included in the 1999 Annual Report to Shareholders of CSX.

We also consent to the  incorporation by reference in each Form S-3 Registration
Statement or Post-Effective Amendment (Registration Nos. 33-2084, 333-53191, and
333-68885) and  in  each  Form  S-8 Registration   Statement (Registration  Nos.
33-16230, 33-25537,  33-29136, 33-37449, 33-41498, 33-41499, 33-41735, 33-41736,
33-49767,  33-57029,  333-09213,  333-73427 and  333-73429) of our  report dated
February 9, 2000,  with respect to the consolidated  financial statements of CSX
incorporated by  reference  in this  Annual  Report (Form  10-K) for the  fiscal
year ended December 31, 1999.



                                                   /s/ Ernst & Young LLP

Richmond, Virginia
March 1, 2000