SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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CONRAIL INC.
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[Advertisement published by Conrail on January 15, 1997]
Attention All Conrail Shareholders-
THE ONLY WAY TO ENSURE REAL VALUE NOW WITHOUT FURTHER DELAY
Vote "FOR" Approval Of The Opt-Out Of The Pennsylvania Statute
o Value of $110 In Cash Per Share From CSX's Second Tender Offer For
An Additional 20.1% Of Conrail Stock, Promptly After January 22, 1997
o Value From Merger Consideration By March 31, 1997 For the Remaining 60%
Of Conrail's Shares, Without Waiting For Surface Transportation Board
Approval
o Value At The High End Of What Has Ever Been Paid In A Railroad Merger
o Value From $730 Million In Announced Synergies, More Than Any Other
Rail Merger
The Alternative Is Needless Delay and Reduced Value
THE CONRAIL BOARD IS FULLY COMMITTED TO THE CSX-CONRAIL MERGER.
Last week's decisions by the U.S. District Court and the Surface
Transportation Board were significant steps toward the successful completion
of the CSX-Conrail merger. The present Norfolk Southern Offer cannot proceed
until January 1999, at the earliest.
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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
<PAGE>
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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 15, 1997
