SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 14D-1
                             (Amendment No. 12)
            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. 12 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 thereto, dated November 8, 1996
(the "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 Supplement or the Schedule 14D-1.

Item 10. Additional Information.

           Item 10 is hereby amended and supplemented by the following:

           (e) On November 19, 1996, the District Court issued an oral
ruling denying Plaintiffs' motion for preliminary injunctive relief after
two days of hearings. After the ruling, Plaintiffs asked the District Court
for an injunction pending appeal which was denied. On the same date,
Plaintiffs filed an emergency motion for an injunction pending appeal and a
motion seeking an expedited appeal to the United States Court of Appeals
for the Third Circuit (the "Third Circuit").  On November 20, 1996, the
Third Circuit denied Plaintiffs' motion for an injunction pending appeal.


Item 11. Material to be Filed as Exhibits.

           Item 11 is hereby amended and supplemented by the following:

           (a)(46) Press Release issued by Parent on November 19, 1996.


                                 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.


November 20, 1996

                                 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                                 Page

(a)(46)      Press Release issued by Parent on November 19, 1996.

EX-99

FOR IMMEDIATE RELEASE
November 19, 1996

                       Media Contact: Robert Fort
                       (757) 629-2714 or
                       (757) 463-3276


NORFOLK SOUTHERN TO APPEAL DECISION
IN EFFORT TO BLOCK CSX OFFER FOR CONRAIL

NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today issued the
following statement in response to the decision by U.S. District Judge
Donald W. VanArtsdalen in Philadelphia denying Norfolk Southern's request
for a preliminary injunction against CSX's tender offer for Conrail shares:

           "Norfolk Southern will appeal the ruling to the Third Circuit
Court of Appeals in Philadelphia. The District Court's decision will not
lessen our commitment to providing Conrail shareholders with the
opportunity to receive promptly $110 per share in cash for all of their
shares.

           "We continue to believe that Conrail and CSX are subverting the
intent of Pennsylvania law by preventing Conrail shareholders from even
considering Norfolk Southern's clearly superior offer -- an offer worth at
least $15 more per share than the proposed CSX-Conrail deal.

           "Throughout two days of testimony before the District Court,
there was no dispute that Norfolk Southern's offer was financially superior
to CSX's. Besides being better for shareholders, a Norfolk Southern-Conrail
combination will be better for other constituents whose interests are
affected -- better for employees, for shippers, for suppliers and for
communities."

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