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                                                                    EXHIBIT 23.3
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We consent to the incorporation by reference in this registration statement
of Conrail Inc. and subsidiaries on Form S-4 of our report dated January 24,
1994, on our audit of the consolidated financial statements and financial
statement schedule of Conrail Inc. and subsidiaries for the year ended December
31, 1993, which report is included in the Annual Report on Form 10-K for the
year ended December 31, 1995. We also consent to the reference to our firm under
the caption "EXPERTS."
 
/s/  COOPERS & LYBRAND L.L.P.
 
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 8, 1997