Exhibit 23.2


                         Consent Of Independent Auditors


       We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-60134) 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
May 14, 2001                                                   May 14, 2001