Exhibit 23.2

                        Consent Of Independent Auditors

     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-54700) and related Prospectus of CSX
Corporation and to the incorporation by reference therein of our report dated
January 23, 2001 with respect to the consolidated financial statements of
Conrail Inc. and subsidiaries included in CSX Corporation's Annual Report (Form
10-K) for the year ended December 29, 2000 filed with the Securities and
Exchange Commission.

/s/ Ernst & Young LLP                                 /s/ KPMG LLP
Richmond, Virginia                                    Norfolk, Virginia
February 27, 2001                                     February 27, 2001