EXHIBIT 23.1


              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


 We consent to the references to our firm under the captions "Selected
 Historical Financial Data for the Company" and "Experts" in the Registration
 Statement (Form S-4) and related Prospectus of CSX Corporation and
 subsidiaries, and to the incorporation by reference therein of our report dated
 January 31, 1997 (except for Note 2, as to which the date is March 7, 1997),
 with respect to the consolidated financial statements of CSX Corporation and
 subsidiaries included in its Annual Report on Form 10-K for the year ended
 December 27, 1996, filed with the Securities and Exchange Commission.

                                                         /s/ Ernst & Young LLP
        
 Richmond, Virginia
 August 6, 1997