SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 14D-1
                             (Amendment No. 38)
            Tender Offer Statement Pursuant to Section 14(d)(1)
                   of the Securities Exchange Act of 1934

                                Conrail Inc.
                         (Name of Subject Company)

                        Norfolk Southern Corporation
                      Atlantic Acquisition Corporation
                                 (Bidders)

                  Common Stock, par value $1.00 per share
          (Including the associated Common Stock Purchase Rights)
                       (Title of Class of Securities)

                                208368 10 0
                   (CUSIP Number of Class of Securities)

                      Series A ESOP Convertible Junior
                     Preferred Stock, without par value
          (Including the associated Common Stock Purchase Rights)
                       (Title of Class of Securities)

                               Not Available
                   (CUSIP Number of Class of Securities)

                            James C. Bishop, Jr.
                        Executive Vice President-Law
                        Norfolk Southern Corporation
                           Three Commercial Place
                        Norfolk, Virginia 23510-2191
                         Telephone: (757) 629-2750
          (Name, Address and Telephone Number of Person Authorized
         to Receive Notices and Communications on Behalf of Bidder)

                              with a copy to:
                           Randall H. Doud, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                              919 Third Avenue
                          New York, New York 10022
                         Telephone: (212) 735-3000



        This Amendment No. 38 amends the Tender Offer Statement on
Schedule 14D-1 filed on October 24, 1996, as amended (the "Schedule
14D-1"), by Norfolk Southern Corporation, a Virginia corporation
("Parent"), and its wholly owned subsidiary, Atlantic Acquisition
Corporation, a Pennsylvania corporation ("Purchaser"), relating to
Purchaser's offer to purchase all outstanding shares of (i) Common Stock,
par value $1.00 per share (the "Common Shares"), and (ii) Series A ESOP
Convertible Junior Preferred Stock, without par value (the "ESOP
Preferred Shares" and, together with the Common Shares, the "Shares"), of
Conrail Inc. (the "Company"), including, in each case, the associated
Common Stock Purchase Rights, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 24, 1996
(the "Offer to Purchase"), as amended and supplemented by the Supplement
to the Offer to Purchase, dated November 8, 1996 (the "First
Supplement"), and the Second Supplement to the Offer to Purchase, dated
December 20, 1996 (the "Second Supplement"), and in the revised Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"). Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings given such terms in
the Offer to Purchase, the First Supplement, the Second Supplement or the
Schedule 14D-1.

Item 10.  Additional Information.

        (e) On January 14, 1997, the Third Circuit scheduled oral
arguments to hear Plaintiffs' motion for an injunction pending appeal for
3:00 p.m. on January 15, 1997.

 Item 11.  Material to be Filed as Exhibits.

        Item 11 is hereby amended and supplemented by the following:

        (a)(89)   Text of Mailgram sent to certain Company shareholders
                  commencing January 14, 1997.


                                SIGNATURE

        After due inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated:  January 14, 1997

                         NORFOLK SOUTHERN CORPORATION


                         By: /s/ JAMES C. BISHOP, JR.
                         Name:  James C. Bishop, Jr.
                         Title: Executive Vice President-Law


                         ATLANTIC ACQUISITION CORPORATION


                         By: /s/ JAMES C. BISHOP, JR.
                         Name:  James C. Bishop, Jr.
                         Title: Vice President and General Counsel


                              EXHIBIT INDEX

Exhibit
Number                Description

(a)(89)       Text of Mailgram sent to certain Company shareholders
              commencing January 14, 1997.

EX-99

                                  [Mailgram]

          January 13, 1997

          Dear Conrail Shareholder:

          The Conrail Special Meeting is just a few short days
          away.  Your vote, which will determine the future value
          of your investment, is very important, no matter how many
          shares you own.

                      NORFOLK SOUTHERN CONTINUES TO PROVE
                    ITS COMMITMENT TO CONRAIL SHAREHOLDERS

          Norfolk Southern announced today that if Conrail
          shareholders vote AGAINST the "opt out" amendment and the
          adjournment proposal at the Conrail Special Meeting,
          Norfolk Southern will promptly amend its existing all-
          cash tender offer in order to buy Conrail common and ESOP
          preferred shares representing 9.9% of Conrail's
          outstanding common shares (or about 8.2 million shares)
          for $115 per share in cash.  This represents the maximum
          number of shares Norfolk Southern can buy without
          triggering Conrail's poison pill.  Norfolk Southern would
          then promptly begin a second all-cash tender offer for
          all the remaining Conrail common and ESOP preferred
          shares at $115 per share in cash after it completes the
          9.9% tender offer.  This means that you can immediately
          begin to realize the benefit of Norfolk Southern's offer
          -- which is worth about 14%* more than CSX's offer for
          the remaining Conrail shares.

                IT'S NOT TOO LATE TO PROTECT YOUR INVESTMENT.

          To preserve your opportunity to receive the benefits of
          Norfolk Southern's superior offer, you must vote AGAINST
          Conrail's proposals today.

          Because time is short and your vote extremely important,
          we have established a method to enable you to vote by
          toll-free telephone.  Please follow the simple
          instructions below.

          If you need any assistance with the last-minute voting of
          your shares, please call Georgeson and Company Inc, toll-
          free, at 1-800-223-2064.

          Thank you for your support.

          Sincerely,

          NORFOLK SOUTHERN CORPORATION




          *    Based on the closing price of CSX stock on January
               13, 1997.


          TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE
                  COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!!


                                 INSTRUCTIONS

          1.   Call Toll-Free 1-800-521-8454 between 8:00 a.m. and
               12:00 midnight eastern time.

          2.   Tell the operator that you wish to send a collect
               ProxyGram to ID No. 4482, Norfolk Southern
               Corporation.

          3.   State your name, address and telephone number.

          4.   State the bank or broker at which your shares are
               held and your control number as shown below:

                    Name:               
                    Broker:             
                    Control number:     
                    Number of shares: