SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report: February 21, 1996
CONRAIL INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-9064 23-2728514
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Two Commerce Square, 2001 Market Street, Philadelphia, Pennsylvania, 19101-1417
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 209-4000
Item 5. Other Events
On February 21, 1996, Conrail Inc. issued the attached press
release announcing an early retirement and voluntary separation
program to be undertaken by its wholly-owned subsidiary,
Consolidated Rail Corporation, and commenting on the effect of
severe winter weather and sluggish economic conditions on first
quarter performance.
Item 7. Exhibits
99 Press release dated February 21, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CONRAIL INC.
By: /s/ Bruce B. Wilson
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Senior Vice President-Law
DATED: FEBRUARY 21, 1996
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EXHIBIT INDEX
Exhibit No.
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99 Press release dated February 21, 1996
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