Exhibit 12 ---------- CONRAIL INC. ----------- COMPUTATIONS OF THE RATIO OF EARNINGS TO FIXED CHARGES ------------------------------------------------------ ($ In Millions) Quarters ended March 31, -------------- 1996 1995 ---- ---- Earnings -------- Pre-tax income $ 50 $ 91 Add: Interest expense 47 48 Rental expense interest factor 14 14 Less equity in undistributed earnings of 20-50% owned companies (4) (5) ---- ---- Earnings available for fixed charges 107 148 ==== ==== Fixed charges ------------- Interest expense 47 48 Rental expense interest factor 14 14 ---- ---- Fixed charges $ 61 $ 62 ==== ==== Ratio of earnings to fixed charges 1.75x 2.39x <FN> For purposes of computing the ratio of earnings to fixed charges, earnings represent income before income taxes plus fixed charges, less equity in undistributed earnings of 20% to 50% owned companies. Fixed charges represent interest expense together with interest capitalized and a portion of rent under long-term operating leases representative of an interest factor. </FN>