8-K

                  SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.  20549
                       _______________________


                               FORM 8-K

                            CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the

                   Securities Exchange Act of 1934.

                   Date of Report: February 21, 1996





                             CONRAIL INC.

       _________________________________________________________
        (Exact name of registrant as specified in its charter)



    Pennsylvania                   1-9064                 23-2728514
  ----------------         ------------------------   -------------------
  (State or other          (Commission File Number)      (IRS Employer
   jurisdiction of                                    Identification No.)
   incorporation)

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



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










Item 5.  Other Events

     On February 21, 1996, Conrail Inc. issued the attached press
release announcing an early retirement and voluntary separation
program to be undertaken by its wholly-owned subsidiary,
Consolidated Rail Corporation, and commenting on the effect of
severe winter weather and sluggish economic conditions on first
quarter performance.

Item 7.  Exhibits

99   Press release dated February 21, 1996











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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: /s/ Bruce B. Wilson
                                      -------------------------
                                      Senior Vice President-Law



DATED:  FEBRUARY 21, 1996









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                             EXHIBIT INDEX


Exhibit No.
- -----------
99   Press release dated February 21, 1996



















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EX-99

Exhibit 99
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Conrail Announces Non-Union Voluntary Retirement, Separation
Programs


PHILADELPHIA, Feb. 21, 1996 -- Conrail (NYSE: CRR) today
announced voluntary early retirement and voluntary separation
programs with the goal of eliminating 900 non-union positions
over the next three years.

A total of 379 employees who will be 55 or older by Feb. 28,
1997, are eligible for the voluntary retirement program. More
than 2,400 employees with 15 years of service or more, but who
have not reached age 55, are eligible to apply to participate in
the voluntary separation program. About 3,000 of Conrail's 23,000
employees are non-union. The programs were authorized by
Conrail's Board of Directors today.

"These voluntary reductions will help Conrail achieve its
strategic business plan by keying non-union staffing levels to
changing work process needs, and also bring the staffing levels
in line with those of other large railroads" said Frank H.
Nichols, Senior Vice President-Organizational Performance. "This
effort in how we administer the railroad is vital to help us
become more efficient and more competitive, which is the best way
to fuel growth in traffic and revenues."

Nichols said that if the 900-position goal is not achieved
through the voluntary efforts, Conrail would use non-voluntary
programs to size and reassign its non-union work force.

Conrail said it expects most of the costs of the voluntary
programs to be funded by the company's overfunded pension.  The
programs will not have any adverse effect on the pension benefits
paid to other retirees.

The costs of all non-union employee programs are expected to be
recorded in the second quarter.

In another matter, commenting on the severe winter weather faced
by Conrail early in the year, David M. LeVan, President and Chief
Executive Officer, said that "the recent snow, ice and flooding,
combined with a sluggish economy, have put substantial pressure
on our goal to exceed first quarter 1995 performance.  But, I am
encouraged by the response of our people and recent improvements
in traffic, and we remain committed to achieving our annual
financial goals."

Conrail, with corporate headquarters in Philadelphia, operates an
11,000 mile rail freight network in 12 Northeastern and
Midwestern states, the District of Columbia, and the Province of
Quebec.
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