Exhibit 15.1


                          AWARENESS LETTER OF PRICE WATERHOUSE LLP,
                                   INDEPENDENT ACCOUNTANTS


June 2, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs:

We are aware that CSX  Corporation  has included our report dated April 16, 1997
related to Conrail  Inc.  (issued  pursuant to the  provisions  of  Statement on
Auditing Standards No. 71) in its Current Report on Form 8-K to be filed on June
4, 1997. We are also aware of our  responsibilities  under the Securities Act of
1933.

Very truly yours,

/s/ PRICE WATERHOUSE LLP

Thirty South Seventeenth Street
Philadelphia, PA  19103