Exhibit 24

                       POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints each of
Ellen M. Fitzsimmons, Nathan H. Goldman, Gordon F. Bailey, III
and Marjorie F. Sheron signing singly, the undersigned's true and
lawful attorney-in-fact to:

     (1)  execute for and on behalf of the undersigned, in the
          undersigned's capacity as an officer and/or director of
          CSX Corp. (the "Company"), Forms 3, 4, and 5 in
          accordance with Section 16(a) of the Securities
          Exchange Act of 1934 and the rules thereunder;

     (2)  do and perform any and all acts for and on behalf of
          the undersigned which may be necessary or desirable to
          complete and execute any such Form 3, 4, or 5, complete
          and execute any amendment or amendments thereto, and
          timely file such form with the United States Securities
          and Exchange Commission and any stock exchange or
          similar authority; and

     (3)  take any other action of any type whatsoever in
          connection with the foregoing which, in the opinion of
          such attorney-in-fact, may be of benefit to, in the
          best interest of, or legally required by, the
          undersigned, it being understood that the documents
          executed by such attorney-in-fact on behalf of the
          undersigned pursuant to this Power of Attorney shall be
          in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such
          attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 9th day of March, 2004.

                                        /s/ Donald J. Shepard
                                        ----------------------
                                        Donald J. Shepard