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CONRAIL BOARD DECLARES $0.275 CASH DIVIDEND; SHAREHOLDERS APPROVE HOLDING COMPANY STRUCTURE

 PHILADELPHIA, May 26 /PRNewswire/ -- Consolidated Rail Corporation (NYSE: CRR) announced today that its board of directors declared a $0.275 per share cash dividend, payable June 15 to shareholders of record June 4.
 The board of directors also elected two vice presidents to new positions. Donald W. Mattson, vice president-controller since 1988, becomes vice president-treasurer. John A. McKelvey, vice president- treasurer since 1988, becomes vice president-controller. Both report to H. William Brown, senior vice president-finance, who said the exchange of positions "will broaden the experience of these two dedicated executives."
 Earlier today at Conrail's annual meeting, shareholders voted to create a holding company structure for Conrail. Conrail has been the only publicly held major railroad without a holding company. Today's vote by the shareholders will provide a corporate structure with a clearer separation between railroad and non-railroad operations, will better accommodate future growth opportunities, and will facilitate greater administrative and operational flexibility. The holding company, scheduled to become effective July 1, 1993, will be known as Conrail Inc., with Consolidated Rail Corporation as a wholly owned subsidiary. Conrail has stated that it has no present intention to engage in any business other than transportation-related activities.
 Also at the annual meeting, shareholders re-elected four directors: Claude S. Brinegar, vice chairman of Unocal Corporation; Daniel B. Burke, president and chief executive officer of Capital Cities/ABC, Inc.; Roger S. Hillas, retired chairman of Meritor Savings Bank; and E. Bradley Jones, retired chairman and chief executive officer of LTV Steel Company.
 In other business, shareholders approved a proposal ratifying the appointment of Coopers & Lybrand as the company's independent certified public accountant for 1993.
 Conrail operates a rail freight network in 14 Northeastern and Midwestern states, the District of Columbia and Quebec.
 /delval/
 -0- 5/26/93
 /CONTACT: Robert L. Libkind of Conrail, 215-209-4594/
 (CRR)


CO: Consolidated Rail Corporation ST: Pennsylvania IN: TRN SU: DIV

LJ -- PH024 -- 2478 05/26/93 12:59 EDT
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Publication:PR Newswire
Date:May 26, 1993
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