SCHEDULE 14A INFORMATION

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                             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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    [Advertisement published by Conrail on January 14, 1997]

Attention All Conrail Shareholders-

READ BETWEEN THE LINES . . .

    CONRAIL DELIVERS VALUE

    [CHART SHOWING INDEXED SHARE PRICES:  

                         3/27/87                 1/9/97
                         -------                 ------

CONRAIL INC.              100.0%                 648.8%

S&P RAIL              100.0%                 352.7%

S&P 500                   100.0%                 254.9%]



    The Return On Conrail's Stock Has Been Greater Than 640%. 

    You Don't Create This Kind of Value Without Making the Right Choices.

CSX-CONRAIL-

    THE RIGHT CHOICE

         THE RIGHT TIME

              THE RIGHT MERGER

The Conrail Board Is Fully Committed To The CSX-Conrail Merger.

- --------------------------------------------------------------------------

 The Special Meeting Of Shareholders Will Be Held On January 17, 1997.





    Vote "FOR" Approval Of The Opt-Out Of The Pennsylvania Statute 
                     On The White Proxy Card Today

- --------------------------------------------------------------------------

    If you have any questions regarding the Special Meeting of Shareholders
    or need assistance in voting, please contact our proxy solicitor, 
    D.F. King & Co., Inc., toll free, at 1-800-549-6746.

                             CONRAIL LOGO

January 14, 1997

[FN]

  Source: FactSet Research Systems Inc.
  The S&P Rail Index presently includes the share prices of 
      Burlington Northern Santa Fe Corporation, Conrail Inc., CSX 
      Corporation, Norfolk Southern Corporation and Union
      Pacific Corporation.
  Return does not include dividends.