Exhibit 15
                                                             ----------




     November 9, 1995





     Securities and Exchange Commission
     450 Fifth Street, NW
     Washington, DC 20549

     Dear Sirs:

     We are aware that Conrail Inc. has incorporated by
     reference our report dated October 18, 1995 (issued
     pursuant to the provisions of Statement of Auditing
     Standards No. 71) in the following documents:

        * Registration Statement on Form S-8 No. 33-19155

        * Registration Statement on Form S-8 No. 33-44140

        * Registration Statement on Form S-8 No. 33-57717

        * Registration Statement on Form S-8 No. 33-60445

        * Propectus constituting part of Registration
          Statement on Form S-3 No. 33-64670

        * Propectus constituting part of Registration
          Statement on Form S-3 No. 33-62929.

     We are also aware of our responsibilities under the
     Securities Act of 1933 and that pursuant to Rule 436(c) our
     report dated October 18, 1995 shall not be considered part of
     a registration statement prepared or certified by us or a
     report prepared or certified by us within the meaning of
     Sections 7 and 11 of the Securities Act of 1933.



     Very truly yours,




     PRICE WATERHOUSE LLP
     Thirty South Seventeenth Street
     Philadelphia, PA 19103