EXHIBIT 23.2



                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the CSX Omnibus  Incentive Plan of our report dated February
9,  2000,  with  respect  to  the  consolidated   financial  statements  of  CSX
Corporation  and  subsidiaries  incorporated  by reference in its Annual  Report
(Form  10-K) for the  fiscal  year  ended  December  31,  1999,  filed  with the
Securities and Exchange Commission.


                                                           /s/ Ernst & Young LLP


Richmond, Virginia
August 2, 2000