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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 James L. Ross, Alan A. Rudnick and
Peter J. Shudtz 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 Stock Purchase and Loan 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
25th day of April, 1996.

/s/JOHN W. SNOW
- ---------------
John W. Snow

/s/PAUL R. GOODWIN
- ------------------
Paul R. Goodwin

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

/s/ROBERT L. BURRUS, JR.
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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
- --------------------
Robert D. Kunisch

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

/s/JAMES W. McGLOTHLIN
- ----------------------
James W. McGlothlin

/s/SOUTHWOOD J. MORCOTT
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Southwood J. Morcott

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

/s/WILLIAM C. RICHARDSON
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William C. Richardson

/s/FRANK S. ROYAL
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Frank S. Royal




























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