SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934.
Date of Report: February 18, 1994
CONRAIL INC.
_____________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 1-12184 23-2728514
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No
Corporation
2001 Market Street, Two Commerce Square, Philadelphia, Pennsylvania 19101-1417
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 209-4000
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous independent accountants
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(i) On February 16, 1994, Conrail Inc. dismissed Coopers &
Lybrand as its independent accountants.
(ii) The reports of Coopers & Lybrand on the financial statements
for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.
(iii) The Registrant's Audit Committee participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through February 16, 1994, there have been no
disagreements with Coopers & Lybrand on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Coopers
& Lybrand would have caused them to make reference thereto
in their report on the financial statements for such years.
(v) During the two most recent fiscal years and through February
16, 1994, there have been no reportable events (as defined
in Regulation S-K Item 304(a)(1)(v)).
(vi) The Registrant has requested that Coopers & Lybrand furnish
it with a letter stating whether or not it agrees with the
above statements. A copy of such letter, dated February 17,
1994, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
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(i) The Registrant engaged Price Waterhouse as its new
independent accountants as of February 16, 1994. During the
two most recent fiscal years and through February 16, 1994,
the Registrant has not consulted with Price Waterhouse on
items which (1) were or should have been subject to SAS 50
or (2) concerned the subject matter of a disagreement or
reportable event with the former auditor, (as described in
Regulation S-K Item 304(a)(2)).
Item 7. Exhibits
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16.1 Letter re change in certifying accountant.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CONRAIL INC.
BY: H. William Brown
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H. WILLIAM BROWN
Senior Vice President-Finance and Administration
DATED: February 18, 1994
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EXHIBIT 16.1
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February 17, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by Conrail Inc , which we
understand will be filed with the Commission, pursuant to Item 4
of Form 8-K, as part of the Company's Form 8-K report for the
month of February, 1994. We agree with the statements concerning
our Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand
Coopers & Lybrand
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