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) and related Prospectus of CSX Corporation
for the registration of $1 billion of securities 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
April 27, 2001                                                 April 27, 2001