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>