Exhibit 23.1

               Consent of Ernst & Young LLP, Independent Auditors

     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of CSX Corporation and
subsidiaries (CSX) for the registration of $1.1 billion of securities and to the
incorporation by reference therein of our report dated February 13, 2002, with
respect to the consolidated financial statements of CSX incorporated by
reference in its Annual Report (Form 10-K) for the fiscal year ended December
28, 2001, and Note 21 to CSX's consolidated financial statements included
therein, filed with the Securities and Exchange Commission.


                                                        /s/ Ernst & Young LLP
Richmond, Virginia
March 1, 2002