AMENDMENT 1
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This is an amendment to Consolidated Rail Corporation, 8-K filing for period
February 18, 1994.  Item 4 "Changes in Registrant's Certifying Accountant"
section (a) (vi) should read as follows:

  (vi)  The Registrant has requested that Coopers & Lybrand furnish
        it with a letter stating whether or not it agrees with the
        above statments.  A copy of such letter, dated February 17,
        1994, is filed as Exhibit 16.1 to this Form 8-K