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                                                                  EXHIBIT (A)(4)
CONRAIL LOGO
 
                                                                December 6, 1996
 
Dear Shareholders:
 
     I am pleased to inform you that CSX Corporation has now taken the next step
in consummating the strategic business combination between CSX and Conrail Inc.
in accordance with our Merger Agreement with CSX. A subsidiary of CSX, having
successfully consummated its first tender offer for approximately 19.9% of the
outstanding Conrail shares, has now commenced a second tender offer to purchase
up to an additional 18,344,845 Conrail shares (which, together with the shares
purchased in the first tender offer, represents approximately 40% of the
outstanding Conrail shares on a fully diluted basis). The second tender offer is
conditioned on the Conrail shareholders voting to opt out of the Pennsylvania
statute at a special meeting of shareholders, which is scheduled for December
23, 1996. Conrail is soliciting proxies of Conrail shareholders in favor of
opting out of such Pennsylvania statute pursuant to its proxy statement dated
November 25, 1996.
 
     YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREBY (WHICH INCLUDE THE SECOND CSX TENDER OFFER
AND THE CSX MERGER) AND RECOMMENDS THAT CONRAIL SHAREHOLDERS WHO DESIRE TO
RECEIVE CASH FOR A PORTION OF THEIR SHARES ACCEPT THE SECOND CSX TENDER OFFER
AND TENDER THEIR SHARES IN SUCH OFFER. THE BOARD OF DIRECTORS HAS ALSO
UNANIMOUSLY REJECTED THE UNSOLICITED NORFOLK SOUTHERN TENDER OFFER AND
RECOMMENDS THAT CONRAIL SHAREHOLDERS REJECT THE NORFOLK TENDER OFFER.
 
     The enclosed Offer to Purchase and related Letter of Transmittal set forth
in detail the terms and conditions of the second CSX tender offer and provide
instructions on how to tender your shares. Attached is a copy of the Schedule
14D-9 filed by Conrail with the Securities and Exchange Commission. The Schedule
14D-9 describes in more detail the reasons for the Board's conclusions and
contains other important information relating to the second CSX tender offer. I
urge you to consider the enclosed information carefully.
 
                                          Sincerely,
 
                                          DAVID M. LEVAN

                                          DAVID M. LEVAN
                                          Chairman, President and
                                          Chief Executive Officer
 
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