SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the
                    Securities Exchange Act of 1934

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- -----   Soliciting Material Pursuant to Section 240.14a-11(c) or
        Section 240.14a-12

                             CONRAIL INC.
           (Name of Registrant as Specified in its Charter)

 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                            [Letterhead of]

                                CONRAIL





December 2, 1996


Dear fellow Conrail Employees and recent Retirees:

I am writing to ask that you cast your votes in support of our
proposed merger with CSX. We have recently mailed our proxy materials
for the upcoming Special Meeting of Shareholders, which is scheduled
for December 23, 1996. The purpose of that meeting is to have
shareholders vote on a proposal to opt-out of certain provisions of a
Pennsylvania statute in order to facilitate our merger with CSX (the
Proposal). You should read these proxy materials carefully.

Your vote in favor of the Proposal is critical to enabling the company
to successfully complete its merger with CSX, a transaction that your
Board of Directors has unanimously approved and one that we believe is
in the best interests of all Conrail employees. We have structured
this transaction to ensure that the new company will be our new
company -- one in which we have a strong and equal voice. That is why
it is so important that a combined Conrail-CSX be headquartered in
Philadelphia, have a new, neutral name, and be under the direction of
a Board composed of both Conrail and CSX directors.

And because this is a merger we chose to pursue, as opposed to a
takeover, we were able to negotiate with our employees in mind. As I
have mentioned in the past, I am proud of the fact that our merger
agreement with CSX reflects the fact that, at each stage of this
transaction, we have considered and worked hard to protect your
interests.

You have also received, and will continue to receive, communications
from Norfolk Southern asking that you vote against the Proposal.
Norfolk Southern's only motivation in soliciting your proxy is to stop
Conrail and CSX from completing their merger, without regard for
Conrail or our employees. I ask that you NOT complete the Gold proxy
for Norfolk Southern.

I urge you to use the White proxy card (and Green Trustee instruction
card for holders of ESOP Stock) to VOTE IN FAVOR of the Proposal to
allow the company to amend its Articles of Incorporation to opt-out of
the Pennsylvania statute. The proxy materials you will receive also
include a proposal that would permit the company to adjourn the
Special Meeting if sufficient proxies to approve the opt-out proposal
are not received, and I ask you to vote in favor of this proposal, as
well.

If you are an ESOP participant, the importance of your vote is
magnified, as your vote will also be reflected in the vote of the ESOP
shares that have not yet been allocated to individual participants'
accounts and the vote of the shares in the Conrail Employee Benefits
Trust. Both of these 





trusts were established by the Company for your benefit, and the vote
of the shares held by those trusts should reflect your views as a
Conrail employee and Conrail shareholder.

Thank you.  I appreciate your continued support.


/s/ David M. LeVan
- ------------------
David M. LeVan