CONSENT OF INDEPENDENT AUDITORS

                                                                      EXHIBIT 23


               Consent of Ernst & Young LLP, Independent Auditors
                      -------------------------------------


        We  consent  to the  incorporation  by  reference  in  the  Registration
Statement  (Form  S-8  No.  33-41736)  pertaining  to the CSX  Corporation  1991
Employees  Stock  Purchase  and Dividend  Reinvestment  Plan of our report dated
March 21, 2000, with respect to the financial  statements of the CSX Corporation
1991 Employees  Stock Purchase and Dividend  Reinvestment  Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1999.



                              /s/ ERNST & YOUNG LLP



Jacksonville, Florida
March 21, 2000





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