EXHIBIT 23.2




                         Consent of Independent Auditors

We consent to the use of our report dated January 27, 2004, with respect to the
consolidated financial statements of Conrail Inc. and subsidiaries as of
December 31, 2003 in this Annual Report (Form 10-K) of CSX Corporation and
subsidiaries (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 January 27, 2004, with respect to the
consolidated financial statements of Conrail Inc. and subsidiaries as of
December 31, 2003 included in this Annual Report (Form 10-K) of CSX for the
fiscal year ended December 26, 2003.



/s/ Ernst & Young LLP                                         /s/ KPMG LLP
Jacksonville, Florida                                         Norfolk, Virginia
March 9, 2004                                                 March 9, 2004