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                                                                    EXHIBIT 23.5
                       CONSENT OF LAZARD FRERES & CO. LLC

        We hereby consent to the inclusion in the Joint Proxy
Statement/Prospectus constituting part of the Registration Statement on Form
S-4 of CSX Corporation of our fairness opinion dated December 18, 1996
addressed to the Board of Directors of Conrail Inc. and to the references to
our firm in such registration statement. In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
thereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                        LAZARD FRERES & CO. LLC
                                        

                                        By:  /s/ J. Robert Lovejoy
                                           ----------------------------------
                                           Name: J. Robert Lovejoy
                                           Title: Managing Director


NEW YORK, NEW YORK
January 6, 1997