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                                 CONRAIL INC.
               (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                         NORFOLK SOUTHERN CORPORATION

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           THE REGISTRANT)

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          FOR IMMEDIATE RELEASE
          DECEMBER 19, 1996
                                         Media Contact: Robert Fort
                                         757-629-2714              

          NORFOLK SOUTHERN INCREASES CASH BID FOR 
          CONRAIL TO $115 PER SHARE

                       COMPANY TO CHALLENGE CONRAIL/CSX
                       EXTENSION OF 'LOCKUP' PROVISION

          NORFOLK, VA - Norfolk Southern Corporation (NYSE:  NSC)
          today announced that it has increased to $115 per share
          its all-cash offer for all of Conrail Inc.'s outstanding
          common shares and Series A ESOP convertible junior
          preferred shares.  The $115 per-share offer gives
          shareholders a premium of more than $14 per share (or 14
          percent) over the remaining blended value of CSX's
          revised cash-and-stock proposal for Conrail.*

               As with its earlier offers, Norfolk Southern's
          revised proposal continues to offer significant benefits
          to Conrail shareholders.  The increased offer provides
          for an immediate cash payment for shares purchased into a
          voting trust and is not contingent upon any federal
          regulatory approval.

               Norfolk Southern's offer is worth over $1 billion
          more than CSX's latest proposal.  CSX's proposed deal
          also still depends on the uncertain value of CSX stock at
          some time in the future.

               "Our increased offer underscores our determination
          to acquire Conrail," said David R. Goode, Norfolk
          Southern's Chairman, President and Chief Executive
          Officer.  "We remain committed to giving shareholders a
          fair choice and achieving a Conrail/Norfolk Southern
          combination because it is the perfect combination for
          shareholders, employees, shippers and consumers."

               Norfolk Southern said it will challenge the legality
          of a provision in the CSX/Conrail agreement that extends
          the lockup period until December 31, 1998.  Norfolk
          Southern said the U.S. District Court in Philadelphia has
          scheduled a hearing on that issue for January 9, 1997. 
          The Court has also agreed to consider a second issue
          regarding whether CSX now owns 20 percent of Conrail's
          shares and is an interested shareholder, which would
          require CSX to pay all Conrail shareholders $110 per
          share in cash under Pennsylvania's Fair Value Statute.

               In agreeing not to discuss any other merger proposal
          for two years, Conrail's board has again shown its
          disdain for the interests of the corporation and its
          shareholders, Norfolk Southern said.  Norfolk Southern is
          convinced the courts ultimately will not approve the
          Conrail board's wholesale abrogation of its fiduciary
          duties to all of its constituencies.

               Norfolk Southern reiterated that its offer for
          Conrail ensures balanced competition in the East with the
          least disruption to operations and service.  The size and
          scope of the divestitures which would be required to make
          a CSX/Conrail combination acceptable would impose
          significant costs on the new company.  These costs are
          for the most part avoidable with a Norfolk
          Southern/Conrail combination because the two railroads
          have much less overlap.

          * Based on the closing price of CSX stock on 12/19/96

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