EXHIBIT 23.3





                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000)  pertaining to the Greenbrier Savings and Investment Plan and
Trust of our report dated  February 11, 2000,  with respect to the  consolidated
financial  statements of Conrail Inc. and  subsidiaries as of December 31, 1999,
which report  appears in the December 31, 1999 Annual Report on Form 10-K of CSX
Corporation and subsidiaries, filed with the Securities and Exchange Commission.




/s/ Ernst & Young LLP                              /s/ KPMG LLP
Ernst & Young LLP                                  KPMG LLP
Richmond, Virginia                                 Norfolk, Virginia
March 1, 2000                                      March 1, 2000