SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14D-1
Tender Offer Statement
(Amendment No. 2)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 12
to
Schedule 13D
Conrail Inc.
(Name of Subject Company)
CSX Corporation
Green Acquisition Corp.
(Bidders)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
208368 10 0
(CUSIP Number of Class of Securities)
Series A ESOP Convertible Junior Preferred Stock, Without Par Value
(Title of Class of Securities)
Not Available
(CUSIP Number of Class of Securities)
Mark G. Aron
CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219-4031
(804) 782-1400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
With a copy to:
Pamela S. Seymon
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000<PAGE>
This Statement amends and supplements the Tender Of-
fer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission (the "SEC") on December 6, 1996, as previ-
ously amended and supplemented (the "Schedule 14D-1"), by Green
Acquisition Corp. ("Purchaser"), a Pennsylvania corporation and
a wholly owned subsidiary of CSX Corporation, a Virginia corpo-
ration ("Parent"), to purchase up to an aggregate of 18,344,845
shares of (i) Common Stock, par value $1.00 per share (the
"Common Shares"), and (ii) Series A ESOP Convertible Junior
Preferred Stock, without par value (together with the Common
Shares, the "Shares"), of Conrail Inc., a Pennsylvania corpora-
tion (the "Company"), including, in each case, the associated
Common Stock Purchase Rights, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December
6, 1996 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, together with any amendments or supplements
thereto, constitute the "Offer") at a purchase price of $110.00
per Share, net to the tendering shareholder in cash. Capital-
ized terms used and not defined herein shall have the meanings
assigned such terms in the Offer to Purchase and the Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION
(e) On December 13, 1996, NSC filed a motion for
leave to amend its complaint (to which defendants consented
on December 17, 1996) to assert the claims (a) that any
postponement by the Company of the Pennsylvania Special Meeting
scheduled for December 23, 1996 (assuming such postponement was
caused by the Company having failed to receive the requisite
number of votes for approval) would be a breach of the fidu-
ciary duties of the directors of the Company, and (b) that
Parent has, in effect, acquired more than 20% of the shares of
the Company (within the meaning of the Pennsylvania Control
Transaction Law) by virtue of the allegation that shares owned
by Parent should be aggregated with shares owned by directors
of the Company, and employee benefit plan shares as to which
directors of the Company allegedly have the power to direct the
vote, and, accordingly, that Parent is obligated to pay "fair
value" in cash, to be determined pursuant to the Pennsylvania
Control Transaction Law, to all shareholders of the Company
other than Parent. At a hearing on December 17, 1996, the
Court preliminarily enjoined the Company from failing to con-
vene, or postponing or adjoining, the Pennsylvania Special
Meeting previously scheduled for December 23, 1996 if the basis
for the Company's decision was solely the Company's failure to
receive sufficient proxies to assure itself of passage of the
Articles Amendment.<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
CSX CORPORATION
By: /s/ MARK G. ARON
Name: Mark G. Aron
Title: Executive Vice President
-- Law and Public Affairs
Dated: December 17, 1996<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
GREEN ACQUISITION CORP.
By: /s/ MARK G. ARON
Name: Mark G. Aron
Title: General Counsel and
Secretary
Dated: December 17, 1996<PAGE>
EXHIBIT INDEX
Exhibit No.
*(a)(1) Offer to Purchase, dated December 6, 1996.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers, Com-
mercial Banks, Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identifica-
tion Number on Substitute Form W-9.
*(a)(7) Tender Offer Instructions for Participants of Conrail
Inc. Dividend Reinvestment Plan.
*(a)(8) Text of Press Release issued by Parent and the Com-
pany on December 6, 1996.
*(a)(9) Form of Summary Advertisement, dated December 6,
1996.
*(a)(10) Text of Press Release issued by Parent on December 5,
1996.
*(a)(11) Text of Press Release issued by Parent and the Com-
pany on December 10, 1996.
*(a)(12) Text of Advertisement published by Parent and the
Company on December 10, 1996.
*(a)(13) Text of Press Release issued by Parent on December
11, 1996.
*(a)(14) Text of Advertisement published by Parent and the
Company on December 12, 1996.
(b) Not applicable.
_____________________
* Previously filed.<PAGE>
*(c)(1) Agreement and Plan of Merger, dated as of October 14,
1996, by and among Parent, Purchaser and the Company
(incorporated by reference to Exhibit (c)(1) to Par-
ent and Purchaser's Tender Offer Statement on Sched-
ule 14D-1, as amended, dated October 16, 1996).
*(c)(2) Company Stock Option Agreement, dated as of October
14, 1996, between Parent and the Company (incorpo-
rated by reference to Exhibit (c)(2) to Parent and
Purchaser's Tender Offer Statement on Schedule 14D-1,
as amended, dated October 16, 1996).
*(c)(3) Parent Stock Option Agreement, dated as of October
14, 1996, between Parent and the Company (incorpo-
rated by reference to Exhibit (c)(3) to Parent and
Purchaser's Tender Offer Statement on Schedule 14D-1,
as amended, dated October 16, 1996).
*(c)(4) Voting Trust Agreement, dated as of October 15, 1996,
by and among Parent, Purchaser and Deposit Guaranty
National Bank (incorporated by reference to Exhibit
(c)(4) to Parent and Purchaser's Tender Offer State-
ment on Schedule 14D-1, as amended, dated October 16,
1996).
*(c)(5) First Amendment to Agreement and Plan of Merger,
dated as of November 5, 1996, by and among Parent,
Purchaser and the Company (incorporated by reference
to Exhibit (c)(7) to Parent and Purchaser's Tender
Offer Statement on Schedule 14D-1, as amended, dated
October 16, 1996).
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
_____________________
* Previously filed.
- 2 -
