SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

     Filed by the Registrant / /
     Filed by a Party other than the Registrant /X/

     Check the appropriate box:

     / / Preliminary Proxy Statement

     / / Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))

     / / Definitive Proxy Statement

     /X/ Definitive Additional Materials

     / / Soliciting Material Pursuant to Section 240.14a-11(c)
         or Section 240.14a-12

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

                    NORFOLK SOUTHERN CORPORATION

      (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN
                         THE REGISTRANT)

     Payment of Filing Fee (Check the appropriate box):

     /X/ No fee required.

     / / Fee computed on table below per Exchange Act Rules
         14a-6(i)(1) and 0-11.

     (1) Title of each class of securities to which transac-
         tion applies:

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     (2) Aggregate number of securities to which transaction
     applies:

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     (3) Per unit price or other underlying value of transac-
         tion computed pursuant to Exchange Act Rule 0-11 
         (Set forth the amount on which the filing fee is
          calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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     / / Fee paid previously with preliminary materials.

     / / Check box if any part of the fee is offset as provid-
         ed by Exchange Act Rule 0-11(a)(2) and identify the
         filing for which the offsetting fee was paid previously. 
         Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its
         filing.

     (1) Amount Previously Paid:

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     (2) Form, Schedule or Registration Statement No.:

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     (3) Filing Party:

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     (4) Date Filed:

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                   NORFOLK SOUTHERN CORPORATION

   Dear Shareholder:

   Please accept our thanks for sending in your GOLD Proxy
   Card.

   To avoid the possibility of the validity of your proxy being
   challenged or disqualified for the reason(s) indicated
   below, we are requesting that you sign, date and mail the
   enclosed new GOLD Proxy Card with the correction indicated
   below in the self-addressed envelope provided for your
   convenience.  This Proxy will automatically revoke any proxy
   when it is returned to us.

   ( )  Your previous proxy was unsigned.  (If signing as
        attorney, executor, administrator, personal representa-
        tive of the estate, corporate officer, partner, trust-
        ee, custodian or guardian, please sign and give your
        full title as such.)

   ( )  Your previous proxy was undated.  (Please date, sign
        and return the new GOLD Proxy Card in the enclosed
        envelope.)

   ( )  Your previous proxy omitted your title or authority. 
        (If signing as attorney, executor, administrator,
        personal representative of the estate, corporate offi-
        cer, partner, trustee, custodian or guardian, please
        sign and give your full title as such.)

   ( )  Your previous proxy, as signed, did not conform to the
        name shown on the proxy.  (Please date and sign this
        proxy card exactly as the registration appears on the
        proxy, including your full title if signing other than
        in an individual capacity.)  If the registration is in
        the name of a custodian for the benefit of a minor, the
        custodian must sign and indicate their capacity.  If
        you are a beneficiary 18 years or older, you may sign
        as long as you indicate your age.

   ( )  Your previous proxy was not signed by all joint owners. 
        (If shares are registered in the name of more than one
        person, each such person should sign the GOLD Proxy
        Card.  If a joint tenant is deceased, please indicate
        that you are the surviving joint owner.)

   ( )  Your previous proxy, as clearly marked, did not clearly
        specify your instructions.  Please sign, date and
        clearly mark your proxy.

   ( )  Other _______________________________________________________
        _____________________________________________________________

   Since time is of the essence, we would greatly appreciate
   your signing, dating and mailing the enclosed GOLD Proxy
   Card as soon as possible.  Please mail it in the envelope
   provided for your convenience.  Once again, we greatly
   appreciate your support.

   Sincerely,

   NORFOLK SOUTHERN CORPORATION