SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
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Check the appropriate box:
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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X Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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CONRAIL INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
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Rules 14a-6(i)(1) and 0-11.
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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Fee paid previously with preliminary materials.
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<PAGE>
[Advertisement published by Conrail on January 14, 1997]
Attention All Conrail Shareholders-
READ BETWEEN THE LINES . . .
CONRAIL DELIVERS VALUE
[CHART SHOWING INDEXED SHARE PRICES: <F1>
3/27/87 1/9/97
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CONRAIL INC. 100.0% 648.8%
S&P RAIL <F2> 100.0% 352.7%
S&P 500 100.0% 254.9%]
The Return On Conrail's Stock Has Been Greater Than 640%. <F3>
You Don't Create This Kind of Value Without Making the Right Choices.
CSX-CONRAIL-
THE RIGHT CHOICE
THE RIGHT TIME
THE RIGHT MERGER
The Conrail Board Is Fully Committed To The CSX-Conrail Merger.
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The Special Meeting Of Shareholders Will Be Held On January 17, 1997.
<PAGE>
Vote "FOR" Approval Of The Opt-Out Of The Pennsylvania Statute
On The White Proxy Card Today
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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 14, 1997
[FN]
<F1> Source: FactSet Research Systems Inc.
<F2> The S&P Rail Index presently includes the share prices of
Burlington Northern Santa Fe Corporation, Conrail Inc., CSX
Corporation, Norfolk Southern Corporation and Union
Pacific Corporation.
<F3> Return does not include dividends.
