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                                                                EXHIBIT (a)(12)

FOR IMMEDIATE RELEASE


CONTACTS:
         Conrail Inc.                   Abernathy MacGregor Group
         Craig MacQueen                 Joele Frank/Dan Katcher
         (215) 209-4594                 (212) 371-5999

                    CONRAIL MAILS DEFINITIVE PROXY MATERIALS

             SPECIAL SHAREHOLDERS MEETING SCHEDULED FOR DECEMBER 23

        PHILADELPHIA, PA, (NOVEMBER 25, 1996) -- Conrail Inc. [NYSE: CRR]
announced today that it is commencing mailing to all Conrail shareholders its
definitive proxy materials, filed today with the Securities and Exchange
Commission, with respect to its solicitation of proxies to approve an amendment
to Conrail's Articles of Incorporation permitting Conrail to opt out of
Subchapter 25E of the Pennsylvania Business Corporation Law.

        The amendment requires the approval of a majority of Conrail shares
voting at the Special Shareholders Meeting, which has been scheduled for 5 p.m.
(EST) on December 23, 1996.

        Conrail, with corporate headquarters in Philadelphia, Pa., operates an
11,000-mile rail freight network in 12 northeastern and midwestern states, the
District of Columbia, and the Province of Quebec.

        Additional information regarding this announcement can be found on
Conrail's home page which can be reached at http://www.CONRAIL.com.

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