Exhibit 23.3



        Consent of PricewaterhouseCoopers LLP, Independent Accountants

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (No. 333-54700) of CSX Corporation of our report dated
January 19, 1999, relating to the consolidated statements of income, of
stockholders' equity and of cash flows of Conrail Inc. and subsidiaries for the
year ended December 31, 1998, which appears in the Annual Report on Form 10-K of
CSX Corporation for the fiscal year ended December 29, 2000. We also consent to
the reference to us under the heading "Experts" in such Registration
Statement.

/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
February 28, 2001