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-4) and the related Prospectus of CSX
Transportation, Inc. (CSXT) for the exchange of Consolidated Rail Corporation
(CRC) debt securities for CSXT debt securities and to the use of our report
dated January 27, 2004, with respect to the consolidated financial statements of
CRC.

/s/ Ernst & Young LLP                                   /s/ KPMG LLP
Jacksonville, Florida                                   Norfolk, Virginia
April 21, 2004                                          April 21, 2004