Exhibit 23.3




         Consent of PricewaterhouseCoopers LLP, Independent Accountants


       We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of CSX Corporation of our report dated January 19, 1999
relating to the consolidated statements of income, of stockholders' equity and
of cash flows 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 29, 2000. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
May 1, 2001