Exhibit 15





November 14, 1996




Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Dear Sirs:

We are aware that Conrail Inc. has incorporated by reference our
report dated October 16, 1996 (issued pursuant to the provisions
of Statement on Auditing Standards No. 71) in the following
documents:

     o             Registration Statement on Form S-8 No. 33-19155
     o             Registration Statement on Form S-8 No. 33-44140
     o             Registration Statement on Form S-8 No. 33-57717
     o             Registration Statement on Form S-8 No. 33-60445
     o             Registration Statement on Form S-8 No. 333-6513
     o             Prospectus constituting part of Registration Statement
                   on Form S-3 No. 33-64670
     o             Prospectus constituting part of Registration Statement
                   on Form S-3 No. 33-62929.

We are also aware of our responsibilities under the Securities Act of 1933
and that pursuant to Rule 436(c) our report dated October 16, 1996 shall
not be considered part of a registration statement prepared or certified
by us or a report prepared or certified by us within the meaning of
Sections 7 and 11 of the Securities Act of 1933.

Yours very truly,



PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103