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-4 No. 333-114796) 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
May 20, 2004                                            May 20, 2004