EXHIBIT 23.4



                     CONSENT OF PRICEWATERHOUSECOOPERS LLP,
                             INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of CSX  Corporation  of our report dated January 19, 1999,
relating  to  the  consolidated   financial   statements  of  Conrail  Inc.  and
subsidiaries  for the year ended December 31, 1998,  which appears in the Annual
Report on Form 10-K of CSX  Corporation  for the fiscal year ended  December 31,
1999.

/s/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
August 8, 2000