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        REMARKS BY:    DAVID R. GOODE
                       CHAIRMAN, PRESIDENT AND CEO
                       NORFOLK SOUTHERN CORPORATION

        BEFORE THE:    SALOMON BROTHERS TRANSPORTATION
                       CONFERENCE
                       NEW YORK, NEW YORK
                       NOVEMBER 12, 1996

             Good afternoon, and thank you, Jim, for that
        introduction.  As you can easily guess, it has never been a
        greater pleasure to participate in this conference. Much as
        I'd like to think it's my speaking prowess -- or the solid
        story Norfolk Southern has to tell -- we all know better. 
        You want to hear about it.  I want to talk about it.   So
        let's get on with it. 

             The it,  of course, is Conrail.  All of you know that
        last week Norfolk Southern increased its offer for Conrail
        to $110 per share  -- all in cash. That demonstrates our
        resolve and the importance we affix to this issue.  It is
        our long-held belief that a combination of Norfolk Southern
        and Conrail is in everyone's best interest.

             In my time this afternoon, I'll outline for you why our
        offer is best for shareholders, best for shippers, best for
        employees, and best for the general public.  I'll describe
        exactly how our offer is superior to that of CSX Corporation
        in all those respects, and in one more:  A Norfolk Southern
        / Conrail combination will preserve competition in our
        industry.  A CSX / Conrail combination would restrain it. 

             Let's start with Conrail shareholders.  For them, our
        $10 billion cash offer has the highest value and the lowest
        risk.  It offers immediate and obvious benefits.

             Our offer will give Conrail shareholders a premium of
        $17, or 18 percent over the blended value of CSX's 40
        percent cash and 60 percent stock proposal, based on
        yesterday's closing price for CSX stock.

             Our offer provides for shares to be purchased into a
        voting trust, providing immediate cash payment to
        shareholders.  With our offer, shareholders know the value
        they'll receive. They won't have to guess.

             And our offer -- unlike 60 percent of CSX's offer -- is
        not contingent on regulatory approval, which could force
        shareholders to wait until late next year or longer to
        receive an as yet undetermined total value from CSX.

             While I've taken the trouble -- and your time -- to
        outline these facts, I really don't think you needed the
        reminders. It's just crystal clear that -- for Conrail
        shareholders -- our offer is better. Given a fair chance,
        I'm confident they'll make the right choice. 

             Norfolk Southern shareholders will benefit from our
        offer, too.  Through improved operating efficiencies and
        market share gains, a Norfolk Southern / Conrail combination
        will add significantly to earnings per share, resulting in a
        growth rate more than 50 percent higher than we might have
        achieved on our own.  The earnings impact will be accretive
        in the second year of the combination but will be accretive
        from a cashflow standpoint in the first year.  

             We have the financial ability to make this deal work.
        We have the financing done -- and over-subscribed. We have
        the balance sheet that makes such a strong transaction for
        our shareholders possible -- and we have the willingness to
        do it. This is an opportunity for our shareholders, and Hank
        Wolf and Bill Romig have shown the results in detail in our
        presentations.

             Our shareholders support this transaction, as they
        should. It will create a strong, efficient rail system for
        us, but one which will not be anti-competitive. We intend to
        make this work for our shareholders -- not with the monopoly
        of the other combination -- but with the competitive edge
        that talented Norfolk Southern and Conrail people will bring
        to the table. They will deliver the kind of performance that
        will benefit not only our shareholders, but also shippers.

             So, the Norfolk Southern / Conrail transaction is best
        for shareholders of both companies. 

             Conrail employees should vastly prefer our offer, too.
        They should want our deal.  A quick glance at the rail
        system map shows why.  CSX's routes and facilities overlap
        Conrail considerably. There's a lot of duplication. You know
        what has to happen there.  Competitive solutions, sure, but
        also redundancies. I wish Conrail employees could have heard
        the conference call last week with analysts.  If they had,
        they would have heard the list of yards and shops being
        considered for consolidation.  From a job security
        standpoint, if I were in the steel-toed shoes of a Conrail
        employee, I'd welcome Norfolk Southern with open arms.  I'd
        welcome a merger with a company whose physical plant extends
        and complements --  rather than duplicates -- the Conrail
        system.

             At the same time, I'd be concerned about my retirement. 
        I'd want my overfunded Conrail pension fund to be combined
        with Norfolk Southern's overfunded pension fund.  I would
        not want it anywhere close to CSX's, which had been on the
        Pension Benefit Guarantee Corporation's list of Ten Most
        Underfunded Pension Funds. 

             Shippers should also support a Conrail-Norfolk Southern
        merger.  A combined Norfolk Southern will increase
        competition in the transportation industry, while a CSX
        merger will result in extreme market dominance. 

             The math is simple.  Today, Norfolk Southern and CSX
        have a competitive balance, with about 45 percent and 55
        percent shares, respectively, of their combined business. 
        CSX and Conrail, however, would grab a lopsided almost 70/30
        split over Norfolk Southern.

             A combined CSX / Conrail would control 98 percent of
        the Class 1 track in Maryland, 73 percent in Ohio, 99
        percent in Pennsylvania, 78 percent in West Virginia and 100
        percent in Delaware.

             Important markets -- from New York to Northern New
        Jersey to Boston to Baltimore to Dayton to Indianapolis,
        Philadelphia, Pittsburgh, Wilmington and Youngstown -- would
        be left with just one carrier. Market dominance would exist
        across every industry sector. I can't believe -- although
        CSX and Conrail might wish otherwise -- that our Eastern
        rail system can stand this kind of market dominance. I can't
        predict STB decisions, but I do believe public policy
        requires strong, competitive rail service in the East. 

             Consider New York. Compare the lack of growth of the
        Port of New York during the years that Conrail has enjoyed a
        service monopoly here with the phenomenal growth of the Port
        of Hampton Roads, which is served by both Norfolk Southern
        and CSX. Industrial development and economic growth suffer
        when there is no competition at and between large markets.
        Would we really risk places like Baltimore, Philadelphia and
        Pittsburgh going to single rail service?

             Some might say -- and I certainly would if necessary --
         Well, we ll have to fix the anti-competitive parts.  Maybe
        so -- but why not go for the Norfolk Southern alternative
        that does not start with an anti-competitive combination
        that has to be fixed? The Conrail board, even if it is
        tempted to go for a dominant combination, should stop and
        consider the regulatory risk that they are asking 60 percent
        of their shareholders to bear.

             In an anti-competitive scenario, it's not difficult to
        picture the ghost of re-regulation rising from the dead to
        again haunt our industry. That's not in anybody's interest.
        Not Conrail's,  not CSX's and not ours. I'm dedicated to
        making every effort to avoid that spectre. 

             Norfolk Southern and Conrail will produce a balanced
        split, and we have indicated our willingness to structure
        our combination to reduce the difference even further. 
        Norfolk Southern will provide for real competition in the
        East. 

             Our bid encourages a balanced competitive structure for
        Eastern railroad service with two rail systems of comparable
        size and scope.  It acknowledges that large markets must be
        served by more than one railroad; that ownership of major
        trunk lines and effective terminal access are required for
        true competition; and that competition is weakened when less
        than fair value is paid for assets.

             A Norfolk Southern / Conrail combination will promote
        growth in the global marketplace by removing artificial
        barriers to traffic flows at home.  Norfolk Southern
        customers, for example, will obtain better access to the
        Northeast and improved single system coverage in the East. 
        Conrail customers will obtain better access to the
        Southeast.

             We will provide a level of service that only a broad
        network can achieve.  We will be able to improve intermodal
        service between the Northeast and Southeast, making our
        intermodal network more competitive with alternative truck
        services.  That's healthy not only for shippers, but for the
        motoring public on our clogged and crumbling highways. This
        combination can and will produce growth and develop new rail
        markets. 

             Our competitors have worked hard to suggest that their
        proposed merger would be a merger of equals.   In the media
        recently, they seemed to be knocking Norfolk Southern for
        offering superior transportation service and for posting
        excellent financial results.

             The goal, of course, was to instill fear that we will
        shake up the status quo by pushing hard to continue those
        traditions once we acquire Conrail.  If that scares anyone,
        they have every reason to be afraid. We will make changes --
        good ones -- changes that will provide growth and
        opportunity for both Conrail and Norfolk Southern employees
        and for our shippers throughout the land. That's the credo
        Norfolk Southern believes in -- that's how we post results.
        We will be a worthy competitor while continuing to work
        toward our vision to be the safest, most customer-focused
        and successful transportation company in the world. 

             We welcome competition, because we thrive on it.  As
        most of you know, our third quarter earnings once again set
        records and marked 15 consecutive quarters of year-over-year
        growth in earnings per share.  Our operating ratio remains
        the best among major U.S. railroads.

             Our infrastructure is world-class, and we have the
        resources to maintain and improve Conrail's track,
        structures and equipment.

             Year after year, Norfolk Southern has been the safest
        major carrier.  We continue to earn recognition for quality
        and innovation. Our dedication to service was acknowledged
        recently when Ford Motor Company awarded us a 12-year
        contract to distribute new vehicles to dealers through a
        network of mixing centers.  This network will enable Ford to
        reduce delivery times and save inventory costs for its 21
        North American assembly plants.  When the network is fully
        operational in 1998, Norfolk Southern expects to increase
        its motor vehicle business with Ford by 60 percent and enjoy
        a significantly higher automotive revenue stream.

             With Conrail as our partner, we won't rest on successes
        like this.  We will build on them.

             CSX and Conrail have told the financial community that
        their deal  makes sense  -- that it is best for all parties
        involved.  If so, why push it through in a coercive way.
        Before buying the CSX line, you need to ask:

             Why does CSX want to buy up to 20 percent of Conrail
        shares prior to the special meeting at which shareholders
        will vote on a change to the company's charter?

             Why give CSX an option to purchase 16 million shares at
        $92.50?

             Why provide a 180-day lockout period, or for that
        matter, under their revised tender, to extend the lockout
        period until July 12, 1997?

             Why cook up a poison pill with a dead hand provision
        that cannot be taken down even by a board willing to
        exercise its fiduciary responsibilities?

             Why allow for breakup fees that are significantly
        greater than breakup fees in other deals of this size?

             And why deny Conrail shareholders an opportunity to
        select the offer that is best for them? 

             You in the financial community know why these tactics
        are being employed.  There has been considerable recent
        publicity about that. It is our hope that you will use your
        good judgment and influence to support Norfolk Southern in
        our purchase of Conrail.

             Leaving aside the fine print, as a practical matter,
        only three conditions stand in the way of our proceeding.
        The Conrail board of directors would normally have the power
        to meet these conditions.  None requires a shareholder vote
        to permit Conrail's owners to accept Norfolk Southern s
        superior offer. 

             The first condition is that Conrail lift the poison
        pill for Norfolk Southern, as it has for CSX. 

             Second, Conrail should stop hiding behind the provision
        of the Pennsylvania statute that precludes a statutory
        merger with a shareholder owning more than 20 percent of the
        company without advance approval.

             And third is that the proposed deal with CSX be
        terminated. 

             All three conditions could easily be met by Conrail s
        directors, except to the extent that they have tied their
        own hands in the agreement with CSX.  If they will respond
        to the will of the shareholders, those shareholders could
        reap the economic benefits of Norfolk Southern's offer.

             I hope that you -- as members of the financial
        community serving the investing public -- will let the
        public, let the directors, and let the shareholders know
        that you support us.  Let them know you are troubled that
        the CSX / Conrail plan could be pushed through, depriving
        Conrail shareholders of the best offer.  Tell them you don t
        want to see this deal become a template for other coercive
        mergers down the road.  And let them know that a like it or
        lump it  posture is unacceptable. Arrogant statements from
        Conrail management such as,  If you don't like the law,
        don't buy the stock,  are more reminiscent of 1882 when
        William Henry Vanderbilt snorted:   The public be damned.  

             At this point, I'll be happy to take your questions. 
        Please understand if I am unable to respond in complete
        detail due to the constraints of our legal action.  I'm told
        that attorneys for CSX and Conrail advised their clients not
        to join you today.  My attorneys told me to go ahead and
        have a good time.