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


     May 13, 1996



     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 April 17, 1996
     (issued pursuant to the provisions of Statement
     on 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

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

      *  Prospectus 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 April 17, 1996 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.

     Yours very truly,



     PRICE WATERHOUSE LLP
     Thirty South Seventeenth Street
     Philadelphia, PA 19103