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                                                                         (a)(4) 
CONRAIL LOGO
 
                                                                November 6, 1996
 
Dear Shareholders:
 
     I am pleased to inform you that Conrail Inc. and CSX Corporation have
agreed to significantly increase the value to be received by the Conrail
shareholders in the CSX tender offer. In the transaction, 40% of the shares of
Conrail common stock and ESOP preferred stock would be acquired for cash at a
new price of $110 per share (instead of the original price of $92.50 per share),
and the remaining 60% would be acquired for CSX stock at the originally agreed
upon exchange ratio of 1.85619 CSX shares for each Conrail share.
 
     On October 14, 1996, the Conrail Board of Directors unanimously approved a
merger of equals with CSX to create one of the world's leading transportation
and logistics companies. That transaction provided value to our shareholders at
the high-end of what has been paid in other railroad mergers, and it clearly was
and is in the best interests of Conrail and its constituencies. Before approving
that merger, we carefully considered the relative merits of a merger with
Norfolk Southern Corporation rather than with CSX, and we unanimously determined
that a merger with CSX was in Conrail's best interest and was the superior
strategic combination for Conrail.
 
     THE CONRAIL BOARD OF DIRECTORS CONTINUES TO BELIEVE THAT A MERGER OF EQUALS
WITH CSX IS IN THE BEST INTERESTS OF CONRAIL AND, THEREFORE, UNANIMOUSLY
RECOMMENDS THAT THE CONRAIL SHAREHOLDERS REJECT AND NOT TENDER THEIR SHARES
PURSUANT TO THE UNSOLICITED NORFOLK TENDER OFFER. YOUR BOARD OF DIRECTORS HAS
UNANIMOUSLY APPROVED THE CSX TENDER OFFER AND MERGER AND RECOMMENDS THAT CONRAIL
SHAREHOLDERS WHO DESIRE TO RECEIVE CASH FOR THEIR SHARES ACCEPT THE CSX TENDER
OFFER AND TENDER THEIR SHARES IN SUCH OFFER.
 
     The enclosed Schedule 14D-9 contains Conrail's response to the Norfolk
tender offer. You will also be receiving a Supplement to the CSX Offer to
Purchase and an Amendment to Conrail's Schedule 14D-9 describing the terms of
the CSX tender offer. I urge you to consider all such information carefully.
 
                                          Sincerely,
 
                                          David M. LeVan

                                          David M. LeVan
                                          Chairman, President and
                                          Chief Executive Officer