SCHEDULE 14A INFORMATION

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

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[Conrail Logo]


                                                      January 10, 1997

Dear Shareholders:

          We are pleased to inform you that both the United States
District Court for the Eastern District of Pennsylvania and the
Surface Transportation Board ("STB") yesterday rejected Norfolk
Southern's most recent efforts to invalidate the two-year exclusivity
period contained in the CSX/Conrail merger agreement and to enjoin the
Conrail special shareholder meeting to be held on January 17, 1997. In
refusing to invalidate our mutual agreement not to discuss, approve,
recommend or agree to any other takeover proposal until December 31,
1998, the District Court and the STB have permitted us to move forward
to the successful completion of the next steps in consummating the
CSX/Conrail merger.

          We believe that the CSX/Conrail merger-of-equals is clearly
the superior business combination and provides extraordinary value to
Conrail shareholders--value at the high-end of what has ever been paid
in other railroad business combinations. In addition, 100% of that
value will now be provided to shareholders as soon as practicable
following shareholder approval in the first quarter of this year;
shareholders will not have to wait for approval by the Surface
Transportation Board. The CSX/Conrail merger also will allow Conrail
shareholders the opportunity to participate in the substantial up-side
potential of the combined company and the continued growth of the
railroad industry.

          Your Board of Directors is fully committed to the
CSX/Conrail merger and unanimously urges you to vote now FOR the
proposal to amend the Articles of Incorporation to opt out of the
Pennsylvania statute.

          Your vote is extremely important for the upcoming special
meeting of shareholders this Friday, January 17. Please complete and
return the WHITE proxy (or GREEN trustee instruction card for Conrail
ESOP Preferred Stock) immediately if you have not already done so.





          If you have any questions regarding the special meeting or
need assistance in voting your Shares or in obtaining a WHITE proxy or
GREEN trustee instruction card or Conrail's proxy statement relating
to the special meeting, please call:

                                   D.F. King & Co., Inc.
                                1-800-549-6746 (toll free)

                                             Sincerely,

                                             /s/ David M. LeVan

                                             David M. LeVan
                                             Chairman, President and
                                             Chief Executive Officer