Exhibit 23.2

                        Consent Of Independent Auditors

     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000) and related Prospectus of CSX
Corporation for the registration of $800,000,000 of securities and to the
incorporation by reference therein of our report dated February 11, 2000, with
respect to the consolidated financial statements of Conrail Inc. and
subsidiaries included in CSX Corporation's Annual Report (Form 10-K) for the
year ended December 31, 1999 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP                                 /s/ KPMG LLP
Richmond, Virginia                                    Norfolk, Virginia
January 25, 2001                                      January 25, 2001