Exhibit 23.2

            CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Prospectuses
constituting  part of the  Registration  Statements  on Form S-3 (Nos.  33-2083,
33-2084, 33-41236,  and 33-48841), in the Prospectuses  constituting part of the
Registration  Statements on Form S-4 (Nos. 333-19523 and 333-28523),  and in the
Registration  Statements  on  Form  S-8  (Nos.  33-16230,   33-25537,  33-29136,
33-37449,   33-41498,  33-41499, 33-41735,  33-41736,  33-49767,  33-57029,  and
333-09213)  of CSX  Corporation  of our report  dated  January  19,  1998 on the
consolidated  financial statements of Conrail Inc. and subsidiaries for the year
ended December 31, 1997,  which appears in the Annual Report on Form 10-K of CSX
Corporation filed as of February 18, 1998.


                                               /s/ Price Waterhouse LLP
                                                   --------------------
                                                   Price Waterhouse LLP

Philadelphia, PA

February 18, 1998