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                                                                    EXHIBIT 23.6

                  CONSENT OF MORGAN STANLEY & CO. INCORPORATED

        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.

                                        MORGAN STANLEY & CO. INCORPORATED


                                        By:    /s/ Mahmoud A. Mamdani
                                            -----------------------------
                                            Name:  Mahmoud A. Mamdani
                                            Title: Managing Director


NEW YORK, NEW YORK
January 6, 1997