CONSOLIDATED RAIL CORP /PA/
424B3, 1994-06-28
RAILROADS, LINE-HAUL OPERATING
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PRICING SUPPLEMENT NO. 7                               Rule 424(b)(3)
(To Prospectus dated August 10, 1993                   File No. 33-64670
and Prospectus Supplement dated
January 28, 1994)

                         $15,000,000

                CONSOLIDATED RAIL CORPORATION

                      Medium-Term Notes

        Due More than Nine Months from Date of Issue



Consolidated Rail Corporation ("the Company") hereby offers
$15,000,000 of its Medium-Term Notes, having an aggregate
initial offering price of up to $300,000,000 ("Notes").  The
terms of the Notes offered hereby shall be as described in
this Pricing Supplement, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) of the
Securities Act of 1933, as amended, and the Prospectus dated
August 10, 1993 and the Prospectus Supplement dated January
28, 1994.

                 FIXED RATE BOOK-ENTRY NOTES

                     CUSIP NO. 20986HBA5

Principal Amount: $15,000,000           Trade Date:  June 23, 1994

Interest Rate:     6.33%           Maturity Date: July 1, 1996

Settlement/Issue Date:  June 30, 1994   Interest Payment Dates:  March 1
                                                         and September 1

Issue Price: 100.000%                   Agents' Commissions: 0.250%  ($37,500)

      Proceeds to the Company:  99.750%  ($14,962,500)

               Early Redemption and OID:  N/A








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