Exhibit 10.7


                        AMENDMENT TO EMPLOYMENT AGREEMENT


                  AMENDMENT,  dated  this  14th  day of  January,  1997,  by and
between CSX  CORPORATION,  a Virginia  corporation (the "Company") and FirstName
LastName (the "Executive").

                  WHEREAS  the  Company  and the  Executive  are  parties  to an
Employment  Agreement  dated  as  of  the  first  day  of  February,  1995  (the
"Agreement");

                  WHEREAS  the  Company  and the  Executive  desire to amend the
Agreement  to deal  appropriately  with  the  transactions  contemplated  by the
Agreement  and  Plan of  Merger  by and  among  Conrail,  Inc.,  a  Pennsylvania
corporation,  Green  Acquisition  Corp.,  a  Pennsylvania  corporation,  and the
Company dated as of October 14, 1996, as subsequently amended.

                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

                  1.  Section  2 of the  Agreement  is  amended  by adding a new
clause f. at the end thereof to read in its entirety as follows:

                           "f.  Final  Regulatory  Action (as defined in Section
         3.b.) approving the merger (the "Conrail  Merger")  contemplated by the
         Agreement and Plan of Merger by and among Conrail, Inc., a Pennsylvania
         corporation, Green Acquisition Corporation, a Pennsylvania corporation,
         and the Company dated as of October 14, 1996, as subsequently amended."

                  2.  Section  5.c. of the  Agreement  is amended so that clause
(iii) shall read in its entirety as follows:

                           "other  than in the case of the Conrail  Merger,  the
         Company's requiring the Executive to be based at any office or location
         other than as provided in Section 4(a) (i) (B) hereof or the  Company's
         requiring   the   Executive   to  travel  on  Company   business  to  a
         substantially  greater  extent than required  immediately  prior to the
         Effective Date;"

                  3. Section 5.c. of the Agreement is further  amended by adding
a new clause  (iii) at the end of the final  paragraph  thereof,  and such final
paragraph of Section 5.c. shall read in its entirety as follows:

                           "Anything   in  this   Agreement   to  the   contrary
         notwithstanding, a termination by the Executive for any reason shall be
         deemed to be a  termination  for Good  Reason for all  purposes of this
         Agreement  if such  termination  occurs  (i) in the case of a Change of
         Control that is not a Regulated Business Combination, during the 30-day
         period  immediately  following the first  anniversary  of the Effective
         Date,  (ii) in the  case of a Change  of  Control  that is a  Regulated
         Business  Combination  consummated pursuant to Final Regulatory Action,
         during the 30-day period immediately following the first anniversary of
         the Final  Regulatory  Action (it being  understood  that the Executive
         will have no rights  under  this  paragraph  in the case of a Change of

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         Control  that is a  Regulated  Business  Combination  (x) denied by the
         Agency or (y) for any other reason not  consummated  within one year of
         Final  Regulatory  Action,  or (iii) in the case of the Conrail Merger,
         during the 30-day period  immediately  following the second anniversary
         of the Final Regulatory Action approving the Conrail Merger."

                  4. The Agreement  shall remain in full force and effect in all
other respects.  The Executive  acknowledges  that this Amendment does not alter
the Executive's  rights under any other plan,  policy or program of the Company,
and the Conrail  Merger shall not  constitute a Change of Control under any such
plan, program or policy.

                  IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set  the
Executive's hand and, pursuant to the authorization from its Board of Directors,
the  Company as caused  these  presents  to be  executed  in its name and on its
behalf, all as of the day and year first above written.



                              -----------------------------------------
                              FirstName LastName



                              CSX CORPORATION



                              By:
                                 --------------------------------------
                                 John W. Snow
                                 Chairman, President and Chief Executive Officer


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