SCHEDULE 14A INFORMATION

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


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    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)

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                             [Advertisement]

                        TO CONRAIL SHAREHOLDERS:

                 Give Conrail a vote they can't ignore:

                                AGAINST

   [Graphic: Box with checkmark with the words "Vote Against" directly
   below the box.] Vote AGAINST Conrail's proposal to "opt out" of
   Pennsylvania's Fair Value Statute.

   [Graphic: Box with checkmark with the words "Vote Against" directly
   below the box.] Vote AGAINST Conrail's proposal to adjourn the
   special meeting if the vote isn't going Conrail's way.

         Norfolk Southern's offer is worth fighting for.
         Your vote against Conrail's proposals will help preserve the
         benefits of Norfolk Southern's $110 per share, all-cash offer.
         Norfolk Southern's offer is worth 22% more than CSX's
         problematic part-cash, part-shares offer.* CSX's offer requires
         you to wait for regulatory approval before CSX can acquire the
         75% of Conrail stock remaining in the hands of shareholders.
         And there's no downside protection at all if CSX stock declines
         in price.

         Norfolk Southern's offer won't go away.
         CSX and Conrail wish we'd go away. They want you to think we
         won't be there. But we're gong to stick this one out. Conrail
         shareholders can help support us by voting AGAINST Conrail's
         proposals.
              Tell the Conrail Board that you want Norfolk Southern's
         superior $110 per share, all-cash offer -- with prompt payment
         into a voting trust. Tell them to stop trying to force the
         inferior CSX deal on Conrail shareholders.

                    Defend the value of your shares.
         Vote now on Norfolk Southern's GOLD proxy card AGAINST
  Conrail's proposals to "opt out" of Pennsylvania's Fair Value Statute
      and to adjourn the special meeting. Be sure Norfolk Southern
                 receives your proxy before December 23.


[Norfolk Southern Logo]

   Important: If you have any questions, please call our solicitor,
   Georgeson & Company Inc. toll free at 1-800-223-2064. Banks and
   brokers call 212-440-9800.


   * Based on the closing price of CSX common stock on December 12,
     1996.


December 13, 1996



                             [Advertisement]


                    TO PARTICIPANTS IN CONRAIL'S ESOP

            An Open Letter To Conrail ESOP Participants From
                      Norfolk Southern Corporation


                         [Norfolk Southern Logo]


Dear ESOP Participant:

Now is the time to act.

   You now have the opportunity to say "NO" to the CSX/Conrail deal at
   the shareholders' meeting scheduled for December 23 by voting AGAINST
   Conrail's proposal to "opt out" of the Pennsylvania Fair Value
   Statute. As a participant in the Conrail ESOP, you can instruct the
   ESOP Trustee to vote your shares AGAINST this proposal to amend
   Conrail's Articles of Incorporation and the adjournment proposal.

   You should know that your ESOP votes are very important because each
   share you have in your ESOP account represents a voting interest, by
   our calculations, equal to at least seven shares. This is because
   your shares direct the voting of 1) ESOP shares allocated your
   account, 2) ESOP shares not yet allocated to your account, 3) any
   ESOP shares that are not voted, and 4) Employee Benefits Trust
   shares. Therefore, it is very important that you vote and be heard.
   Remember, the ESOP Trustee is required by law to keep your vote
   confidential.

   Why should you instruct the ESOP Trustee to vote AGAINST the "opt
   out" proposal? Here are six reasons:

         1.       There is substantially more overlap with a CSX/Conrail
                  system than there is with a Norfolk Southern/Conrail
                  system. A merger between CSX and Conrail would
                  eliminate competitive service in 64 cities, including
                  Philadelphia, Baltimore, Youngstown and Pittsburgh.
                  Conrail's Hollidaysburg and Altoona shops are within
                  70 miles of CSX's facilities at Cumberland, MD.
                  Redundancies like these could add up to lost jobs.

         2.       Our managers are valuable to us and are treated as
                  such. We have avoided massive layoffs and involuntary
                  separations. Since the formation of Norfolk Southern
                  in June 1982, we have matched people to needs through
                  attrition, voluntary separation and early retire-
                  ments.

         3.       Norfolk Southern and Conrail both can boast fully
                  funded, healthy pension funds, ensuring peace of mind
                  for both employees and retirees. CSX, on the other
                  hand, has been listed as one of the "Top 50 Companies
                  with the Largest Underfunded Pension Liability" by
                  the Pension Benefits Guaranty Corporation. Why let CSX
                  reap the benefit of the protective surplus your hard
                  work has built up?

         4.       Norfolk Southern is committed to maintaining a major
                  operating presence in Philadelphia as we have done in
                  Roanoke, Virginia and Atlanta, Georgia -- major
                  operating centers for Norfolk Southern's two
                  predecessor railroads. Norfolk Southern also has made
                  public plans for a multimodal rail-highway facility at
                  the dormant Philadelphia Navy base.

         5.       Norfolk Southern's $110 all-cash offer for Conrail
                  shares is the superior offer. CSX's proposal for the
                  remaining Conrail stock is currently valued at
                  approximately $92 per share.* Unlike the Norfolk
                  Southern offer, the second-step stock portion of the
                  CSX offer is contingent on Surface Transportation
                  Board approval. The earliest CSX expects to receive
                  such approval is early 1998. This means you have no
                  assurance if and when CSX will acquire the remaining
                  75% of Conrail stock.

         6.       You should know that a number of senior Conrail
                  executives have been selling Conrail shares recently,
                  not only pursuant to the first CSX offer but also on
                  the open market. Ask yourself if this indicates a lack
                  of confidence in the value and chances of completion
                  of CSX's proposed deal.


   Many of you have worked with Norfolk Southern people for many years
   and are familiar with our values and beliefs. You know us. Together,
   we can form an even better railroad -- a process that you can help.
   Say "NO" to the CSX/Conrail merger by voting today. Instruct the ESOP
   Trustee to vote your shares "AGAINST" Conrail's amendment proposal
   and the adjournment proposal.

   Your vote is important to us. If you have already sent a Trustee
   instruction card in response to the Conrail solicitation, you may
   revoke it and vote "AGAINST" the proposal by signing and dating the
   enclosed green instruction card previously sent to you and mailing it
   to the Trustee. It's the latest dated instruction card that counts.
   The Trustee's deadline for receiving your instructions is Thursday,
   December 19. Why let others decide your destiny when you can cast a
   vote for your future?


   Sincerely,



   NORFOLK SOUTHERN CORPORATION


                         [Norfolk Southern Logo]


   Important: If you have any questions, please call our solicitor,
   Georgeson & Company Inc. toll free at 1-800-223-2064. Banks and
   brokers call 212-440-9800.


   * Based on the closing price of CSX common stock on December 12,
     1996.



   December 13, 1996