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 16, 1997]
Attention All Conrail Shareholders-
FOUR SIMPLE QUESTIONS . . .
Do you want to receive exceptional value promptly for 100% of your
Conrail shares?
Do you want to receive $110 in cash per Conrail share for an
additional 20.1% of your stock in January 1997?
Do you want to receive the merger consideration for your remaining
shares by March 1997 without waiting for Surface Transportation
Board approval?
Do you want to participate in the substantial upside potential of
the combined company and the continued growth of the railroad industry?
If You Answered "YES" To Any Of These Questions,
VOTE "FOR" APPROVAL OF THE OPT-OUT
OF THE PENNSYLVANIA STATUTE
The Only Way to Ensure Real Value NOW
For All Your Shares Without Further Risk or Delay
The present Norfolk Southern transaction 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
The Conrail Board Is Fully Committed To The CSX-Conrail Merger
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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.
<PAGE>
CONRAIL LOGO
January 16, 1997
