EXHIBIT 23.2


           CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS

    
 We hereby consent to the incorporation by reference in the Prospectus
 constituting part of this Registration Statement on Form S-4 of CSX Corporation
 of our report dated January 21, 1997, except as to Note 2, which is as of March
 7, 1997, on the consolidated financial statements of Conrail Inc. for the year
 ended December 31, 1996, which appears in the Current Report on Form 8-K of CSX
 Corporation filed as of June 4, 1997. We also consent to the references to us
 under the heading "Experts" in such Prospectus.    

 /s/ Price Waterhouse LLP
 Philadelphia, PA

        
 August 6, 1997