8-K

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON,  DC  20549


                   ___________________________


                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15 (d) of the

                Securities Exchange Act of 1934.

               Date of Report:  February 18, 1994



                          CONRAIL INC.
          _____________________________________________
     (Exact name of registrant as specified in its charter)



Pennsylvania                    1-12184                     23-2728514
(State or other          (Commission File Number)           (IRS Employer
jurisdiction of                                             Identification No
Corporation



2001 Market Street, Two Commerce Square, Philadelphia, Pennsylvania 19101-1417
- ------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)




Registrant's telephone number, including area code: (215) 209-4000



Item 4.   Changes in Registrant's Certifying Accountant
          ---------------------------------------------
(a)   Previous independent accountants
      --------------------------------
(i)   On February 16, 1994, Conrail Inc. dismissed Coopers &
      Lybrand as its independent accountants.

(ii)  The reports of Coopers & Lybrand on the financial statements
      for the past two fiscal years contained no adverse opinion
      or disclaimer of opinion and were not qualified or modified
      as to uncertainty, audit scope or accounting principle.

(iii) The Registrant's Audit Committee participated in and
      approved the decision to change independent accountants.

(iv)  In connection with its audits for the two most recent fiscal
      years and through February 16, 1994, there have been no
      disagreements with Coopers & Lybrand on any matter of
      accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure, which
      disagreements if not resolved to the satisfaction of Coopers
      & Lybrand would have caused them to make reference thereto
      in their report on the financial statements for such years.

(v)   During the two most recent fiscal years and through February
      16, 1994, there have been no reportable events (as defined
      in Regulation S-K Item 304(a)(1)(v)).

(vi)  The Registrant has requested that Coopers & Lybrand furnish
      it with a letter stating whether or not it agrees with the
      above statements.  A copy of such letter, dated February 17,
      1994, is filed as Exhibit 16.1 to this Form 8-K.

(b)   New independent accountants
      ---------------------------
(i)   The Registrant engaged Price Waterhouse as its new
      independent accountants as of February 16, 1994.  During the
      two most recent fiscal years and through February 16, 1994,
      the Registrant has not consulted with Price Waterhouse on
      items which (1) were or should have been subject to SAS 50
      or (2) concerned the subject matter of a disagreement or
      reportable event with the former auditor, (as described in
      Regulation S-K Item 304(a)(2)).

Item 7.   Exhibits
- ------    --------

16.1 Letter re change in certifying accountant.

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                           SIGNATURES
                           ----------



     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant  has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                         CONRAIL INC.




                       BY:  H. William Brown
                            -----------------------------------------------
                            H. WILLIAM BROWN
                            Senior Vice President-Finance and Administration



DATED:  February 18, 1994

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EX-16.1

                                                         EXHIBIT 16.1
                                                         ------------




      February  17, 1994




      Securities and Exchange Commission
      450 Fifth Street, N.W.
      Washington,  DC  20549


      Gentlemen:

           We have read the statements made by Conrail Inc , which we
      understand will be filed with the Commission, pursuant to Item 4
      of Form 8-K, as part of the Company's Form 8-K report for the
      month of February, 1994.  We agree with the statements concerning
      our Firm in such Form 8-K.

      Very truly yours,

      Coopers & Lybrand

      Coopers & Lybrand










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