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                                                       EXHIBIT 24

                        POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of CSX CORPORATION, a Virginia corporation (the "Corporation"),
hereby constitutes and appoints each of Alan A. Rudnick, Peter J. Shudtz and
Gregory R. Weber his or her true and lawful attorneys-in-fact and agents, for
him or her and in his or her name, place and stead to sign and file a
registration statement under the Securities Act of 1933, as amended,
registering securities of the Corporation which may be issued pursuant to the
Corporation's 1987 Long-Term Performance Stock Plan, with power to sign and
file any amendment or amendments, including post-effective amendments thereto,
with all exhibits thereto and any and all other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting unto
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be
done by virtue hereof.

       IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of December, 1994.

/s/JOHN W. SNOW
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John W. Snow

/s/JAMES ERMER
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James Ermer

/s/EDWARD L. ADDISON
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Edward L. Addison

/s/ELIZABETH E. BAILEY
- ----------------------
Elizabeth E. Bailey

/s/ROBERT L. BURRUS, JR.
- ------------------------
Robert L. Burrus, Jr.

/s/BRUCE C. GOTTWALD
- --------------------
Bruce C. Gottwald

/s/JOHN R. HALL
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John R. Hall



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/s/ROBERT D. KUNISCH
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Robert D. Kunisch

/s/HUGH L. MCCOLL, JR.
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Hugh L. McColl, Jr.

/s/SOUTHWOOD J. MORCOTT
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Southwood J. Morcott

/s/CHARLES E. RICE
- ------------------
Charles E. Rice

/s/WILLIAM C. RICHARDSON
- ------------------------
William C. Richardson

/s/FRANK S. ROYAL
- -----------------
Frank S. Royal

/s/WILLIAM B. STURGILL
- ----------------------
William B. Sturgill


























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