PAGE 1
                                                                  EXHIBIT 23

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

            We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-41735) pertaining to the Tax Savings Thrift Plan
for Employees of CSX Corporation and Affiliated Companies of our report dated
March 24, 1995, with respect to the financial statements and schedules of the
Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated
Companies included in this Annual Report (Form 11-K) for the fiscal year ended
September 30, 1994.



                                       /s/ ERNST & YOUNG LLP
                                       ----------------------
                                       Ernst & Young LLP
Richmond, Virginia
March 24, 1995

































                                                 - I-1 -