Filed by: CSX Transportation, Inc., Norfolk Southern Railway Company
                                               and Consolidated Rail Corporation
                                                            Pursuant to Rule 425
                                   under the Securities Act of 1933, as amended.

                                  Subject Company: Consolidated Rail Corporation
                     Commission File Nos.: 1-3359, 1-743, 1-3744, 1-4793, 1-5462

  On April 23, 2004, CSX Transportation, Inc., Norfolk Southern Railway Company
   and Consolidated Rail Corporation issued a joint press release announcing
   the filing of registration statements on Form S-4 with the Securities and
       Exchange Commission. The text of the joint press release follows:

   FOR IMMEDIATE RELEASE
   April 23, 2004

       CSXT and NSR File Registration Statements with SEC to Exchange Debt
                    Securities for Conrail's Debt Securities

WASHINGTON D.C. -- CSX Transportation, Inc. (CSXT) and Norfolk Southern Railway
Company (NSR) today said they have taken a key step in establishing direct
ownership and control of the two Consolidated Rail Corporation (Conrail)
subsidiaries that contain the Conrail assets they currently separately operate.

CSXT and NSR each have filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission (SEC) that describes an offer to exchange new
unsecured debt securities of CSXT and NSR and cash for unsecured debt securities
of Conrail. The filings initiate the final stage in implementing the
restructuring of Conrail's unsecured indebtedness as described in the parties'
joint petition filed June 4, 2003 with the Surface Transportation Board (STB).
In connection with the offer to exchange, Conrail is soliciting consents from
holders of its unsecured debt securities in order to permit the restructuring.
As described in the Registration Statements, Conrail also intends to solicit the
consents of certain holders of its equipment trust certificates and pass through
trust certificates. The solicitation of these certificate holders is expected to
occur concurrently with the proposed exchange offer and consent solicitation.

In May 1997, Norfolk Southern Corporation (NYSE: NSC) and CSX Corporation (NYSE:
CSX) acquired control of 58% and 42%, respectively, of Conrail's parent company.
In June 1999, NSR and CSXT each began operating certain Conrail assets pursuant
to separate operating agreements between Conrail and NSR and Conrail and CSXT.
In November 2003, the STB authorized NSC, CSX and Conrail to reallocate these
assets of Conrail directly to NSR and CSXT, in proportion to their respective
58% and 42% ownership interests in Conrail. The purpose of the exchange offer
and consent solicitation is to facilitate this distribution of assets which, if
completed, would permit the more efficient management of Conrail in a manner
that preserves competition and clarifies financial reporting by CSX and NSC. The
remaining assets would continue to be managed and operated by Conrail for the
joint benefit of NSC and CSX.




The Registration Statements may be reviewed by the SEC and will not be declared
effective until any such review has been satisfactorily completed. Upon
effectiveness of the Registration Statements, CSXT, NSR and Conrail intend to
commence an exchange offer and consent solicitation with respect to Conrail's
unsecured debt. Under the exchange offer and consent solicitation, each of
Conrail's 9 3/4% Debentures due June 15, 2020 (currently $550 million
outstanding) and 7 7/8% Debentures due May 15, 2043 (currently $250 million
outstanding) tendered and accepted for exchange will be exchanged for new
unsecured obligations of NSR and CSXT, each in proportion to their respective
58% and 42% ownership interests in Conrail, and a cash payment.

The debt securities offered in the exchange offer and consent solicitation will
have economic terms, such as currency, interest rate and interest payment and
maturity dates, substantially identical to those of the existing Conrail
unsecured debt securities, other than the timing of the first interest payment.
The new obligations of CSXT and NSR will have covenants and events of default
substantially similar to those contained in existing indentures of CSX and NSC,
respectively.

Assuming all of Conrail's unsecured securities are exchanged, immediately after
the settlement of the offers, and subject to the treatment of fractional
interests, NSR would be the obligor of $319 million principal amount of 9 3/4%
Notes due June 15, 2020 and $145 million principal amount of 7 7/8% Notes due
May 15, 2043, and CSXT would be the obligor of $231 million principal amount of
9 3/4% Notes due June 15, 2020 and $105 million principal amount of 7 7/8% Notes
due May 15, 2043. The dealer manager for the exchange offer and consent
solicitation is Morgan Stanley & Co. Incorporated.

The completion of the exchange offer and consent solicitation is subject to a
number of conditions, including Conrail's successful solicitation of consents
from the holders of certain of its secured debt obligations.

CSX Corporation, based in Jacksonville, Fla., owns the largest rail network in
the eastern United States. CSXT and its 34,000 employees provide rail
transportation services over a 23,000 route-mile network in 23 states, the
District of Columbia and two Canadian provinces. CSX also provides intermodal
and global container terminal operations through other subsidiaries.

NSC through its NSR subsidiary operates 21,500 route miles in 22 states, the
District of Columbia and Ontario, serving every major container port in the
eastern United States and providing connections to western rail carriers. NSC
operates an extensive intermodal network and is the nation's largest rail
carrier of automotive parts and finished vehicles.

Conrail is a principal freight railroad in the Northeastern United States, and
is indirectly owned 58% by NSR and 42% by CSXT.

This press release and other statements made by CSXT, NSR and Conrail contain
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act with respect to, among other items: projections and
estimates of earnings, revenues, cost-savings, expenses or other financial
items; statements of management's




plans, strategies and objectives for future operations, and management's
expectations as to future performance and operations and the time by which
objectives will be achieved; statements concerning proposed new products and
services; and statements regarding future economic, industry or market
conditions or performance. Forward-looking statements are typically identified
by words or phrases such as "believe," "expect," "anticipate," "project" and
similar expressions. Forward-looking statements speak only as of the date they
are made, and none of CSXT, NSR or Conrail undertakes any obligation to update
or revise any forward-looking statement. If CSXT, NSR or Conrail do update any
forward-looking statement, no inference should be drawn that CSXT, NSR or
Conrail will make additional updates with respect to that statement or any other
forward-looking statements. Forward-looking statements are subject to a number
of risks and uncertainties, and actual performance or results could differ
materially from those anticipated by the forward-looking statements. Factors
that may cause actual results to differ materially from those contemplated by
these forward-looking statements include, among others: (i) success in
implementing its financial and operational initiatives; (ii) changes in domestic
or international economic or business conditions, including those affecting the
rail industry (such as the impact of industry competition, conditions,
performance and consolidation); (iii) legislative or regulatory changes; and
(iv) the outcome of claims and litigation involving or affecting a company.
Other important assumptions and factors that could cause actual results to
differ materially from those in the forward-looking statements made by CSXT are
specified elsewhere in CSXT's documents filed with the SEC. Documents filed with
the SEC by CSXT and NSR are accessible on the SEC's website at www.sec.gov,
CSXT's website at www.csxt.com and NSC's website at www.nscorp.com.

Registration statements relating to the new CSXT and NSR unsecured debt
securities have been filed with the SEC but have not yet become effective. These
debt securities may not be sold nor may offers to exchange be accepted prior to
the time the registration statements become effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Prospectus and consent solicitation statements and related exchange offer
materials will be mailed to holders of Conrail's unsecured debentures in
connection with the proposed exchange offer and consent solicitation. These
documents will contain important information about the proposed transaction and
the proposed exchange offer and consent solicitation. INVESTORS AND HOLDERS OF
CONRAIL'S UNSECURED DEBENTURES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN
THEY BECOME AVAILABLE. Investors and holders of Conrail's unsecured debentures
will be able to obtain free copies of these documents through the website
maintained by the SEC at http://www.sec.gov. In addition, free copies of these
documents may be obtained from Conrail by directing a request to: Consolidated
Rail Corporation, 2001 Market Street, Philadelphia, PA 19103, Attention:
Corporate Secretary, (215) 209-4054. In addition to the registration statements
and prospectuses,






CSX and NSC file annual, quarterly and special reports, proxy statements and
other information with the SEC. These SEC filings are available to the public
through the website maintained by the SEC at http://www.sec.gov. Upon the SEC's
declaration of effectiveness of the Registration Statements, a written
prospectus meeting the requirements of Section 10 of the Securities Act of 1933
may also be obtained from: Morgan Stanley & Co. Incorporated, Liability
Management Group, 1585 Broadway, Second Floor, New York, New York 10036,
Attention: Simon Morgan, phone number: (212) 761-2219.

                                      ###

For further information contact:

     (Media and Investors) Adam Hollingsworth, CSX, 904-366-2949

     (Media) Bob Fort, NSC, 757-629-2710

     (Investors) Leanne McGruder, NSC, 757-629-2861