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                                 CONRAIL INC.
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                         NORFOLK SOUTHERN CORPORATION

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                         [Norfolk Southern Logo]

FOR IMMEDIATE RELEASE
- ---------------------

   December 8, 1996

   Media Contact: Robert Fort 757/629-2714

   NS ISSUES PLEDGE TO CR SHAREHOLDERS

   NORFOLK, VA -- Norfolk Southern today confirmed its commitment to
   Conrail shareholders by pledging that it will not be a party to any
   agreement with CSX or Conrail that delivers anything less to Conrail
   shareholders than $110 a share in cash, for all shares, promptly
   into a voting trust.  The pledge is contained in a letter from David
   R. Goode, NS chairman, president and chief executive officer, that
   will be sent to Conrail shareholders on Monday.

   "The only way Conrail shareholders are going to see our superior,
   all cash offer is if they force their management to honor
   shareholder wishes," Goode said.  "As things now stand, Conrail
   management is denying its own shareholders the benefits of our $110,
   all cash offer for all shares, which is nearly 19 percent higher
   than the part cash, part stock CSX offer."

   Conrail has called for a shareholder vote at a meeting set for 5
   p.m. on December 23.  However, it has already declared that it won't
   convene the meeting unless it has enough votes to assure approval of
   its proposal to opt out of the Pennsylvania Fair Value Statute, and
   to adjourn the special meeting.  It said that it will continue to
   set new shareholder meetings until Conrail shareholders approve its
   proposal.  

   "This arrogant denial of basic shareholder rights is an outrage," 
   Goode said.

   Goode stressed that the NS pledge also contained an important
   message for both CSX management and CSX shareholders.  "CSX
   management should have no doubt as to our determination to acquire
   Conrail and our willingness to use any and all appropriate financial
   means to accomplish that objective," the NS chairman said.

   For CSX shareholders, we repeat our willingness to create today with
   CSX and Conrail a structure for Eastern railroad service that will
   enable both of our companies to prosper in a competitive
   environment," Goode noted, "but this will be accomplished only
   pursuant to a $110 all cash offer for all shares into a voting
   trust.  Such an offer would benefit the shareholders of all three
   companies.

   "However, Conrail shareholders must vote 'no' in order to make this
   happen," Goode said.

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