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                                                                EXHIBIT (a)(31)

                                                                

FOR IMMEDIATE RELEASE

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


            CONRAIL SHAREHOLDERS TO RECEIVE $115 IN CASH PER SHARE
                  UNDER AMENDED CSX-CONRAIL MERGER AGREEMENT

        Philadelphia, PA (March 7, 1997) -- Conrail Inc. (NYSE:CRR) announced
today that Conrail and CSX Corporation (NYSE:CSX) have amended their merger
agreement to increase the consideration to $115 in cash per Conrail share for
all remaining outstanding shares of Conrail's common and ESOP preferred stock.
Under the terms of the amended merger agreement (and subject to the terms and
conditions thereof), Conrail shareholders will receive, no later than June 2,
1997, $115 in cash per Conrail share through a CSX tender offer. All the Conrail
stock acquired by CSX in the tender offer would be placed in a voting trust
pending the outcome of the Surface Transportation Board's proceeding.

        David M. LeVan, chairman, president and chief executive officer of
Conrail, said "Our amended merger agreement with CSX provides unprecedented
value to Conrail shareholders and provides that they will be paid in under 90
days without regulatory risk. We have also worked to fully protect the Conrail
employees who have made this railroad great. Stay bonuses and enhanced severance
arrangements have been implemented to protect those Conrail employees not
covered by collective bargaining agreements. In addition, we have received
assurances from CSX that there will be a substantial commitment to Pennsylvania.
CSX intends to have a major operating presence in Philadelphia and intends to
maintain Conrail's Pittsburgh service center and the shops at Altoona and
Hollidaysburg."

        "Conrail's board and management would have preferred for the Conrail
system to remain intact. However, under the circumstances as they developed, we
have succeeded in negotiating the best possible transaction for all of
Conrail's constituencies," Mr. LeVan concluded.

        Under the amended agreement, senior members of the management of Conrail
and CSX will lead a team to ensure an orderly process throughout the transition
period. Three of Conrail's directors will also be invited to join the CSX board.

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        It is anticipated that CSX and Norfolk Southern will negotiate an
appropriate division of Conrail's assets; however, the CSX-Conrail amended
agreement is not conditioned upon CSX reaching agreement with Norfolk Southern.
The amended agreement is also not subject to financing.

        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. Conrail's home page can be
reached at http://www.CONRAIL.COM.