FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL
OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
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<S> <C> <C> <C>
1. Name and Address of 2. Date of Event 4. Issuer Name and Ticker
Reporting Person Requiring or Trading Symbol
Statement
Conrail Inc (Month/Day/Year) CSX Corporation (CSX)
(Last) (First) (Middle) 10/14/96 5. Relationship of Reporting 6. If Amendment, Date of Original
Person to Issuer (Month/Day/Year)
2001 Market Street (Check all applicable)
Director X 10% Owner
(Street) 3. IRS or Social Officer Other
Security Number (give title (specify
Philadelphia PA 19101 of Reporting Person below) below)
(Voluntary)
(City) (State) (Zip) 23-2728514
TABLE I - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect
(Instr. 4) Beneficially Owned Direct (D) or Beneficial Ownership
(Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
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Reminder: Report on a separate line for each class of (Over)
securities beneficially owned directly or indirectly. SEC 1473 (8-92)
(Print or Type Responses)
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FORM 3 (continued)
TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
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1. Title of Derivative 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership Form 6. Nature of
Security and Expiration Date of Securities Exercise Price Derivative Indirect
(Instr. 4) (Month/Day/Year) Underlying of Derivative Security: Beneficial
Derivative Security Direct (D) or Ownership
Indirect (I) (Instr. 5)
(Instr. 5)
Date Expiration Title Amount or
Exercisable Date Number of
Shares
Option (see below) (see below) (see below) Common 43,090,773 $64.82 D
Stock
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Explanation of Responses:
In connection with an Agreement and Plan of Merger (the "Merger
Agreement") dated as of October 14, 1996, between Conrail Inc. (the
"Reporting Person") Green Acquisition Corp. and CSX Corporation (the
"Issuer"), the Reporting Person and the Issuer entered into a Stock
Option Agreement dated as of October 14, 1996, providing for the
option described above. The option is exercisable only upon the
occurrence of certain events described in the Stock Option Agreement
and expires upon the occurrence of certain events described in the
Stock Option Agreement. The number of shares of common stock of the
Issuer purchasable by the Reporting Person under the option will be
reduced if necessary so that the number of shares purchasable by the
Reporting Person upon exercise of the option at the time of such
exercise does not exceed 19.9% of the outstanding shares of Common
Stock of the Issuer at such time. Prior to such exercise, the
Reporting Person expressingly disclaims beneficial ownership of the
shares of Common Stock of the Issuer which are purchasable by the
Reporting Person upon exercise of such option.
**Intentional misstatements or /s/ Bruce B. Wilson October 22, 1996
omissions of facts constitute --------------------- ---------------------
Federal Criminal Violations. **Signature of Date:
See 18 U.S.C. 1001 and Reporting Person
15 U.S.C. 78ff(a). Conrail Inc.
By: Bruce B. Wilson
Title: Senior
Vice President-Law
Note: File three copies of this
Form, one of which must be
manually signed. If space
provided is insufficient,
See Instruction 6 for procedure.
Page 2
SEC 1473 (8-92)
