Exhibit 24.2

                                POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS that each of the  undersigned  members of
The  Administrative and Investment  Committee of the American  Commercial Vessel
and  Terminal  Employees'  Savings Plan (the  "Plan"),  hereby  constitutes  and
appoints Ellen M. Fitzsimmons,  Alan A. Rudnick,  Peter J. Shudtz and Gregory R.
Weber,  and  each  of them  acting  individually,  his or her  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign and  file  (i) a  post-effective  amendment  to the  Plan's
Registration   Statement  on  Form  S-8   (Registration   No.   33-49767)   (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"Commission")  under the Securities Act of 1933, as amended,  for the purpose of
de-registering  all unsold shares of CSX  Corporation  Common  Stock,  par value
$1.00 per share,  and all unsold plan interests  originally  registered with the
Commission for offer and sale pursuant to the Plan,  with power to sign and file
any additional post-effective amendments to the Registration Statement, with all
exhibits  thereto and any and all other  documents in connection with therewith,
and (ii) a Form 15 with the  Commission  under the  Securities  Exchange  Act of
1934, as amended (the "Exchange  Act"), for the purpose of suspending the Plan's
duty to file reports under Section 15(d) of the Exchange Act with respect to the
Plan,  with all exhibits  thereto and any and all other  documents in connection
with therewith, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and  necessary or desirable to be done in and about the  premises,  as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or their substitutes or his substitute, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS  WHEREOF,  each of the undersigned has executed this Power of
Attorney this 28th day of June, 2000.



    /s/ MICHAEL A. KHOURY
-----------------------------
     Michael A. Khoury



   /s/ PAUL S. BESSON
-----------------------------
     Paul S. Besson



   /s/ JAMES J. WOLFF
-----------------------------
     James J. Wolff