SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 14D-1
                             (Amendment No. 19)
            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. 19 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 3.  Past Contacts, Transactions or Negotiations With the Subject Company.

         Item 3 is hereby amended and supplemented by the following:

         (b) On December 11, 1996, Parent sent a letter to the Company
Board. In the letter, Parent offered to formalize in a written agreement
with the Company, on behalf of the Company's shareholders, Parent's pledge
made earlier this week that it will not be a party to any agreement with
CSX or the Company that delivers anything less to the Company's
shareholders than a $110 all-cash, all-Shares offer - with prompt payment
through use of a voting trust - so long as the Company's shareholders
reject the maneuvering by CSX and the Company's management to pay
shareholders less than they deserve for their Shares. Parent is awaiting a
response from the Company. Such letter is filed as exhibit (a)(56) hereto
and is incorporated herein by reference.

Item 10.  Additional Information.

         Item 10 is hereby amended and supplemented by the following:

         (b) On November 27, 1996, the STB issued a proposed schedule
pursuant to which the STB would issue a final order 300 days from the
filing of the application (the "STB Application") by Parent seeking
approval of the Proposed Merger. Parent has not yet filed the STB
Application. The STB is required by statute to enter a final order with
respect to the STB Application within approximately 16 months after it is
filed. The STB's proposed schedule is subject to a public comment process
with written comments due no later than December 13, 1996 and Parent's
reply due by December 23, 1996, after which the STB is then expected to
issue a final schedule which may or may not be identical to the proposed
schedule. Regardless of the final scheduling order, there can be no
assurance that the STB will issue a final decision any sooner than the
approximately 16-month period permitted by law, or that the decision, when
issued, will be favorable to the Proposed Merger.

         (f) On December 11, 1996, Parent and Purchaser announced that they
were extending the expiration date of the Offer to 12:00 midnight, New York
City time, on Friday, January 10, 1997, unless the Offer is further
extended. As of the morning of December 11, 1996, approximately 2.4 million
Shares had been tendered and not withdrawn pursuant to the Offer.


Item 11.  Material to be Filed as Exhibits.

         Item 11 is hereby amended and supplemented by the following:

         (a)(55)  Press Release issued by Parent on December 11, 1996.

         (a)(56)  Text of letter sent by Parent to the Company
                  Board on December 11, 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.


Dated:  December 11, 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

(a)(55)  Press Release issued by Parent on December 11, 1996.

(a)(56)  Text of letter sent by Parent to the Company Board on
         December 11, 1996.

EX-99

[Norfolk Southern Logo]


FOR IMMEDIATE RELEASE
December 11, 1996


                                            Media Contact: Robert Fort
                                            757 629-2714


NS OFFERS TO CR BOARD TO FORMALIZE NS PLEDGE

NORFOLK, VA -- In a letter sent today to the Board of Directors of
Conrail, Norfolk Southern offered to formalize in a written agreement
with Conrail, on behalf of Conrail's shareholders, Norfolk Southern's
pledge made earlier this week that it will not be a party to any
agreement with CSX or Conrail that delivers anything less to Conrail
shareholders than a $110 all-cash, all-shares offer - with prompt
payment through use of a voting trust so long as Conrail shareholders
reject the maneuvering by CSX and Conrail's management to pay
shareholders less than they deserve for their shares. Norfolk Southern
is awaiting a response from Conrail.

         Norfolk Southern also announced that, in order to underscore
its commitment to continue the fight to deliver to Conrail shareholders
$110 in cash per share, it has extended its previously announced $110
all cash, all shares tender offer through 12:00 midnight, New York, City
time, on January 10, 1997. According to the depositary for the Norfolk
Southern tender offer, approximately 2.4 million Conrail shares had been
tendered and not withdrawn pursuant to Norfolk Southern's offer as of
this morning.

                                    ###


World Wide Web Site - http://www.nscorp.com

EX-99

                      [Norfolk Southern Letterhead]


                                            December 11, 1996

BY FAX

Board of Directors
Conrail Inc.
2001 Market Street
Two Commerce Square
Philadelphia, Pennsylvania  19101
Attn:  Chairman

Gentlemen:

         As you know, both in a press release and in newspaper
advertisements earlier this week, Norfolk Southern issued the following
pledge to Conrail shareholders:

         "Norfolk Southern will not be a party to any agreement with CSX
or Conrail that delivers anything less to Conrail shareholders than a
$110 all-cash, all-shares offer - with prompt payment through use of a
voting trust - so long as Conrail shareholders reject the maneuvering by
CSX and Conrail's management to pay you less than you deserve for your
shares."

         I am writing to underscore the seriousness of Norfolk
Southern's pledge. We intend that the foregoing pledge be treated as a
binding commitment to the Conrail shareholders. However, should you deem
it necessary or otherwise appropriate, Norfolk Southern stands ready to
enter into a written agreement with Conrail, on behalf of the Conrail
shareholders, confirming this pledge.

         Our attorneys are available to work with your attorneys to
promptly work out the language of such an agreement. We look forward to
your response.

                                            Very truly yours,



                                            David R. Goode