Exhibit 10.6


                   CONSOLIDATED RAIL CORPORATION
        ANNUAL PERFORMANCE ACHIEVEMENT REWARD PLAN FOR 1995
                           FOR OFFICERS

     1.   DEFINITIONS

           When  used  in this document, the following terms shall
     have the meanings set forth below:


          Board means the Board of Directors of Conrail.

          Conrail means the Consolidated Rail Corporation.

          Operating  Ratio means the percentage determined  by  di-
     viding  (a)  operating expenses by (b) revenues, as  shown  on
     Conrail's consolidated financial statements.

           Participant means an officer of Conrail who participates
     in the Plan in accordance with Section 3.

           Plan  means  the  Consolidated Rail  Corporation  Annual
     Performance Achievement Reward Plan for 1995, as set forth  in
     this document and as may be amended from time to time.

           Salary means the salary earned by a Participant in  1995
     from  employment  with Conrail.  For purposes  of  this  Plan,
     Salary  shall  include salary earned pursuant to any  holiday,
     vacation,  or  sick leave policy of Conrail,  salary  deferred
     pursuant to the Consolidated Rail Corporation Matched  Savings
     Plan, and salary contributed pursuant to the Consolidated Rail
     Corporation  Flexible  Benefits  Plan.   Except  as  otherwise
     provided  in the preceding sentence, Salary shall not  include
     any  amount payable pursuant to receipt of a Spot Award  or  a
     1994  Selective Cash Award paid in 1995 or to an employee bene-
     fit or incentive compensation plan.

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     2.   INTRODUCTION
           The  Board has approved the implementation of this Plan.
     The  Board expects that the Plan will provide an incentive for
     enhanced individual and corporate performance and aid  Conrail
     in attracting and retaining capable employees.

     3.   ELIGIBILITY
           Each  officer of Conrail, who is employed  during  1995,
     shall participate in the Plan.

     4.   PREREQUISITE FOR AWARD
          Anything in this Plan to the contrary notwithstanding, no
     award  shall  be  payable under the Plan in the  event  actual
     operating  income for 1995, as shown on Conrail's consolidated
     financial statements, is less than $625 million.

     5.   AMOUNT OF AWARD
           (a)   Under  the Plan, a Participant may earn  an  award
     equal  to  a  percentage (or percentages) of  his/her  Salary.
     This  award  may consist of two parts, the Annual  Performance
     Achievement   Reward  ("APAR")  and  the  Annual   Performance
     Achievement  Reward  Plus  ("APAR Plus").   The  percentage(s)
     shall depend upon the position held by the Participant and the
     performance  of Conrail, measured by the relationship  of  (i)
     the  Operating Ratio for 1995, as certified by Conrail's chief
     financial  officer,  after  taking into  account  any  amounts
     payable  pursuant to the Plan that are not taken into  account
     in the Operating Ratio goal set by the Board (or its delegate)
     for purposes of the Plan, to (ii) the Operating Ratio goal set
     by  the Board (or its delegate) for purposes of the Plan.  The
     percentage(s) shall be determined in accordance  with  one  of
     three schedules.  Conrail shall furnish each Participant  with
     a copy of the schedule(s) of awards applicable to him/her.
           (b)   A  Participant's  award  shall  be  pro-rated,  as
     provided in Section 8, in the event he/she participates in the
     Plan  for  less than all of 1995 or moves into a position  cov-
     ered  under a different schedule of awards.  The Participant's
     award  shall  equal the sum of the partial awards computed  by
     multiplying  (i)  the Salary earned by the  Participant  while
     covered under a schedule of awards, by (ii) the percentage  of
     Salary determined in accordance with such schedule.

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           (c)   Anything  to the contrary in this  Section  5  not
     withstanding, a Participant's award may be reduced by up to 50
     percent by Conrail's President and Chief Executive Officer (or
     his   delegate(s))  on  the  basis  of  individual  or   group
     performance.

     6.   ELECTION TO DEFER AWARDS
            (a)   Each  Participant  shall  be  entitled  to  elect
     irrevocably  to defer, for a period of one, two, three,  four,
     or  five years, all or a portion of any APAR award payable  to
     him/her pursuant to this Plan.  The minimum deferral permitted
     is  10  percent  and a deferral may be made in any  percentage
     above this minimum.  A Participant who so elects shall receive
     his/her APAR award in the form of whole shares of Conrail Inc.
     restricted  common  stock,  which shares  shall  be  forfeited
     (except  as otherwise provided in the Plan) in the  event  the
     Participant terminates employment with Conrail during  the  ap
     plicable periods of deferral, as described in Section  7,  and
     prior to the receipt of a certificate(s) for the shares.  Such
     elections must be made no later than July 28, 1995,  on  forms
     provided  by  Conrail's  Assistant Vice President-Compensation
     and Benefits for this purpose.
          (b)  A Participant who elects to receive an APAR award in
     Conrail  Inc.  common stock shall be granted  shares  of  such
     stock  equal in value to the amount of his/her deferred  award
     (the  "Deferred Shares"), plus additional shares of such stock
     equal  in value to 10 percent (10%) of his/her deferred  award
     times  the  period of deferral selected, up to  a  maximum  of
     fifty  percent  (50%)  (the "Bonus Shares").   The  number  of
     shares so awarded shall be determined as of the date the  non-
     deferred portions of awards are or would have been paid.
           (c)  Deferred Shares and Bonus Shares shall be issued as
     restricted   shares   pursuant  to   the   Consolidated   Rail
     Corporation  1991 Long-Term Incentive Plan.  Each  such  share
     shall  entitle the Participant to the same dividend and voting
     rights as one share of Conrail Inc. common stock.
           (d)  The APAR Plus award shall not be eligible for defer-
     ral.

     7.   TIME AND FORM OF PAYMENTS
           (a)   In  the  case of a Participant  who  has  made  an
     election  to  defer,  the certificates for  the  Participant's

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     Deferred Shares and for the Participant's Bonus Shares,  shall
     be  paid or delivered to him/her, as soon as practicable after
     expiration  of the deferral period chosen by the  Participant.
     Any  portion  of an APAR award not deferred by  a  Participant
     shall  be paid to him/her in cash during the first quarter  of
     1996.
           (b)   In  the  case of a Participant  who  has  made  no
     election  to defer, the Participant's award shall be  paid  to
     him/her  in  cash  in a single installment  during  the  first
     quarter of 1996.


     8.   SPECIAL PAYMENT RULES
           Anything in this Plan to the contrary notwithstanding, a
     Participant who is dismissed for cause prior to receipt of any
     portion  of  his/her award shall forfeit such portion  of  the
     award.   A  Participant who resigns from Conrail  during  1995
     shall receive a prorated portion of his/her APAR and APAR Plus
     awards.   The amount of the prorated award shall be determined
     by  applying a fraction to the Participant's salary determined
     up  until his/her date of termination.  The numerator of  this
     fraction  is  the  number  of  days  of  the  year  until  the
     termination occurred and the denominator is 365, the number of
     days  in  the  year.  A Participant who resigns  from  Conrail
     after  December  31, 1995, but before the date  in  the  first
     quarter  of  1996 on which payments are made under  the  Plan,
     shall  receive  a  full  APAR and APAR  Plus  award.   If  the
     Participant has elected to defer his/her award, such  election
     is void and the prorated or full award will be paid in cash in
     the  first quarter of 1996.  If the Participant resigns during
     the deferral period the Participant forfeits both the Deferred
     and Bonus Shares.

           If  a  Participant who has elected to  defer  all  or  a
     portion  of  his/her APAR award in the form  of  Deferred  and
     Bonus  Shares  retires with the right to an immediate  pension
     under the Supplemental Pension Plan of Consolidated Rail Corpo
     ration  (the  "Pension Plan") prior to  receipt  of  any  such
     shares, the restriction on such shares shall be lifted and the
     Participant   shall  receive  all  of  the   Deferred   Shares
     representing  the  Participant's  deferred  APAR  award.   The
     matching or Bonus Shares shall be prorated on the basis  of  a
     fraction, the denominator of which shall be the number of days

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     from  the  date  of the award through the end of  the  elected
     deferral period and the numerator shall be the number of  days
     from the date of the award through the last day of employment.
     This  proration factor shall be multiplied by  the  number  of
     Bonus Shares and the resulting number of Bonus Shares shall be
     distributed  to  the Participant.  The balance  of  the  Bonus
     Shares shall be forfeited on the last day of the Participant's
     employment.

          If during 1995, a Participant is force reduced, goes on a
     leave of absence, becomes disabled or dies, such Participant's
     award  shall be prorated in the first quarter of 1996  on  the
     basis  of a fraction applied to the Participant's salary,  the
     numerator of which is the number of days of the year until the
     event occurred and the denominator of which is 365, the number
     of days in the year.  The amount of the award shall be paid in
     cash.

           A Participant who is force reduced or goes on a leave of
     absence  after the end of 1995, but before payments under  the
     Plan  are made shall receive a full APAR and APAR Plus  award.
     If the Participant has elected to defer his or her APAR award,
     the election is void and the APAR award is payable in cash.  A
     Participant  who  becomes disabled or dies after  the  end  of
     1995,  but  before  payments under the  Plan  are  made  shall
     receive  a  full APAR and APAR Plus award.  If the Participant
     has  elected to defer his/her APAR award, such award  will  be
     paid in cash to the Participant or his/her beneficiary(ies) or
     estate.

           If, after the APAR award is made in the first quarter of
     1996,  a  Participant  is force reduced, becomes  disabled  or
     dies,  his/her Deferred and Bonus Shares shall be  distributed
     in  full  to him/her or to his/her beneficiary(ies) or estate.
     If after the APAR award is made in the first quarter of 1996 a
     Participant  goes on a leave of absence, his/her Deferred  and
     Bonus shares shall be retained in the Plan and distributed  at
     the end of the deferral period selected by the Participant.

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     9.   WITHHOLDING FOR TAXES
           Payments  pursuant  to this Plan  shall  be  reduced  by
     amounts sufficient to satisfy any Federal, state, and/or local
     tax withholding requirements.  With respect to payments in the
     form  of stock, an amount of stock shall be withheld from  the
     award  that  is  sufficient to enable Conrail to  satisfy  any
     Federal, state, and/or local tax withholding requirements.

     10.  DESIGNATION OF BENEFICIARY
          A Participant may designate a beneficiary(ies) to receive
     any  payment pursuant to the Plan that has not been made prior
     to   the  Participant's  death.   Such  designation  must   be
     submitted  to  Conrail's Assistant Vice President-Compensation
     and  Benefits, on a form provided for this purpose.  Such form
     is  available  upon  request from the  Administrator-APAR/APAR
     Plus,  18-B  2001 Market Street, Philadelphia, PA  19101-1418.
     In  the  absence  of such a designation, a Participant's  most
     recent  designation of beneficiary(ies) pursuant  to  a  prior
     annual  performance  achievement  reward  plan  maintained  by
     Conrail  shall be treated as his/her designation for  purposes
     of this Plan.

     11.  DURATION, AMENDMENT, AND TERMINATION OF PLAN
           The Plan shall take effect on January 1, 1995.  Conrail,
     by action of the Board, may amend or terminate the Plan at any
     time.   In  addition, Conrail's President and Chief  Executive
     Officer  may  amend  the eligibility requirements  and/or  the
     schedules of awards under the Plan, in connection with  a  re-
     assessment   of  positions  or  changes  in  organization   or
     staffing.   The  Plan  shall  terminate  automatically  as  of
     January   1,  1996,  unless  terminated  earlier  by  Conrail;
     provided,  however, that such termination shall  not  preclude
     the subsequent payment of awards earned under the Plan.

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