EXHIBIT (a)(12)

FOR IMMEDIATE RELEASE

CONTACTS:

         CSX Corporation                     Conrail Inc.
         Thomas E. Hoppin                    Craig R. MacQueen
         (804) 782-1450                      (215) 209-4594

         Kekst and Company                   Abernathy MacGregor Group
         Richard Wolff                       Joele Frank/Dan Katcher
         (212) 593-2655                      (212) 371-5999

             CSX AND CONRAIL INCREASE MERGER CONSIDERATION
                           BY $16 PER SHARE

               VOTING TRUST TO PERMIT EARLY 1997 PAYMENT
            OF MERGER CONSIDERATION TO CONRAIL SHAREHOLDERS

           CASH PORTION TO REMAIN AT $110 PER CONRAIL SHARE

             TENDER OFFER EXTENDED UNTIL JANUARY 22, 1997

           SPECIAL CONRAIL SHAREHOLDER MEETING NOW SCHEDULED
                         FOR JANUARY 17, 1997

     Philadelphia, PA and Richmond, VA (December 19, 1996) -- Conrail
Inc. [NYSE:CRR] and CSX Corporation [NYSE:CSX] announced today that
they have amended their merger agreement to increase the merger
consideration by $16 per Conrail share, or approximately $870 million
in the aggregate. Conrail shareholders will also benefit from the
significant value of receiving the merger consideration earlier than
previously contemplated. Conrail shareholders will now receive in the
merger, for 60% of their shares, an additional $16 per share in CSX
convertible preferred stock, the terms of which will be set prior to
the merger so that such securities would trade at par on a fully
distributed basis. This is in addition to the tax-free 1.85619 shares
of CSX common stock to be received in the merger.

     The amended agreement also provides that the merger will occur at
the time of the CSX and Conrail shareholders meetings for approval of
matters related to the merger. These meetings are expected to be held
in the first quarter of 1997. Upon shareholder approval and
consummation of the merger, the Conrail shareholders would receive the
merger consideration of CSX common stock and CSX convertible preferred
stock. All the Conrail stock acquired by CSX, both in the tender and
in the merger, would be placed in a voting trust pending the outcome
of the Surface Transportation Board's (STB) proceeding.





     CSX has already purchased 19.9% of Conrail's common and ESOP
preferred stock, through a tender offer for $110 in cash per Conrail
share. CSX is currently offering to purchase up to an additional
18,344,845 shares of Conrail through a second cash tender offer at
$110 per share.

     David M. LeVan, chairman, president and chief executive officer
of Conrail, said "Because of the actions taken by the Conrail board,
our shareholders are receiving extraordinary value in our strategic
merger-of-equals with CSX. The original terms of the merger provided
our shareholders with a price at the high end of what has been paid in
railroad mergers. That price has since been increased by more than
$1.5 billion before taking into account the significant value
associated with receiving the merger consideration in early 1997. In
every respect, this merger holds great potential and clearly offers
the best possible result for Conrail. This amendment to the merger
agreement reaffirms the decision of the Conrail board that it is not
willing to agree to the sale of Conrail to Norfolk Southern."

     John W. Snow, chairman, president and chief executive officer of
CSX said "The actions taken by the CSX and Conrail boards allow us to
move on to the next stage of the process, the filing of our merger
application with the STB. We are confident that we will present a
strong case and look forward to building the world's leading
transportation and logistics company."

     The amended merger agreement provides that the period of time
during which each of Conrail and CSX has agreed that it will not
discuss or agree to any takeover proposal with a third party has been
extended to the termination date under the merger agreement, December
31, 1998. CSX and Conrail also announced that the CSX tender offer has
been extended to 5:00 p.m., Eastern Standard Time, on January 22, 1997
and the special shareholders meeting seeking approval of the opt-out
of the Pennsylvania statute has been postponed to 2:00 p.m., Eastern
Standard Time, on January 17, 1997. CSX has been advised by the
depositary, on a preliminary basis, that fewer than 100,000 shares
have been tendered into the CSX offer as of the close of business on
December 18, 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. Conrail's home page on the Internet can be reached at
http://www.CONRAIL.com.

     CSX, headquartered in Richmond, VA, is an international company
offering a variety of rail, container-shipping, intermodal, trucking,
barge and contract logistics management services. CSX's home page on
the Internet can be reached at http://www.CSX.com.