EXHIBIT 15.1


       AWARENESS LETTER OF PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS


       
 August 6, 1997     

 Securities and Exchange Commission
 450 Fifth Street, N.W.
 Washington, D.C. 20549

 Dear Sirs:
    
 We are aware that CSX Corporation has incorporated by reference our report
 dated April 16, 1997 related to Conrail Inc. (issued pursuant to the provisions
 of Statement on Auditing Standards No. 71) in Amendment No. 1 to its
 Registration Statement on Form S-4 No. 333-28523 to be filed on August 8, 1997.
 We are also aware of our responsibilities under the Securities Act of 1933. 
         
 Very truly yours,

 /s/ Price Waterhouse LLP
 Thirty South Seventeenth Street
 Philadelphia, PA 19103