EXHIBIT 23.1

                         Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of CSX Corporation and subsidiaries (CSX) of our report dated February 13, 2002,
included in the 2001 Annual Report to Shareholders of CSX.

We also consent to the incorporation by reference in each Form S-3 Registration
Statement or Post-Effective Amendment (Registration Nos. 33-2084, 333-54700 and
333-60134) and in each Form S-8 Registration Statement (Registration Nos.
33-16230, 33-25537, 33-29136, 33-37449, 33-41498, 33-41499, 33-41735, 33-41736,
33-57029, 333-09213, 333-73427, 333-73429, 333-32008, 333-43382, 333-48896 and
333-66604) of our report dated February 13, 2002, with respect to the
consolidated financial statements of CSX incorporated by reference in this
Annual Report (Form 10-K) for the fiscal year ended December 28, 2001.

Our audits also included Note 21 to the consolidated financial statements of CSX
listed in Item 14(a). Note 21 is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
Note 21 to the consolidated financial statements referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

\s\ Ernst & Young LLP
Richmond, Virginia
March 1, 2002