SCHEDULE 14A INFORMATION

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

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          / / 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)

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          FOR IMMEDIATE RELEASE
          December 13, 1996

          Media Contact: Robert C. Fort
          (757) 629-2714

          NS SEEKS INJUNCTION TO STOP POSTPONEMENT OF CONRAIL
          SHAREHOLDER VOTE

          NORFOLK, VA -- Norfolk Southern Corporation today filed a
          motion in U.S. District Court in Philadelphia to block
          Conrail, Inc. from postponing a scheduled December 23
          meeting at which shareholders are to vote on whether to
          "opt out" of Pennsylvania's Fair Value statute.

               In its motion for a preliminary injunction, Norfolk
          Southern said Conrail and CSX Corporation are "subverting
          the processes of corporate democracy" by announcing they
          will refuse to allow the vote to proceed unless they are
          assured of victory. The motion alleges that this
          represents "fundamentally unfair conduct directed at
          Conrail's shareholders' most fundamental right - the
          right to vote."  Norfolk Southern said Conrail and CSX
          are allowing shareholders no choice on December 23,
          effectively denying them the right to vote against the
          proposed amendment to Conrail's charter.

               "Permitting defendants to disenfranchise those
          shareholders who refuse to opt out of the statute
          designed to protect them against coercive, two-tiered
          front-end loaded tender offers like the CSX transaction
          defeats the purpose and intent" of the Pennsylvania law
          and "contravenes the public policy concern for credible
          corporate democracy," Norfolk Southern said in its
          motion.

               Norfolk Southern has offered $110 a share in cash
          for all Conrail shares, a $10 billion offer worth at
          least $1.3 billion more than CSX's proposal.

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



          FYI:  I thought you would be interested in two
          developments Thursday in the battle for Conrail:

          --   Institutional Shareholder Services, a Bethesda, Md.,
               shareholder consulting firm, recommended that
               Conrail shareholders vote against a proposal to "opt
               out" of Pennsylvania's takeover law.  ISS said CSX's
               "front-end loaded, two-tiered takeover does not
               treat all Conrail shareholders fairly" and that
               lock-ups in the agreement have denied them "the
               possibility of accepting a higher payment for their
               shares."  (Please see attached press release issued
               by ISS.)
          --   The Port Authority of New York said it would urge
               federal regulators to break up Conrail's rail
               monopoly at the port as a condition for approving
               any sale of the railroad.  (Please see story on Page
               B-4 in the Eastern Edition of today's Wall Street
               Journal.)

          Deborah Noxon

          Norfolk Southern Corporation
          757-629-2861


                                 NEWS RELEASE

          CSX/CONRAIL MERGER DISRUPTED

                  ISS RECOMMENDS AGAINST "OPT OUT" PROVISION

          FOR IMMEDIATE RELEASE         Contact: Marcy J. 
                                        Markowitz/(301)215-9507
                                        mmarkowitz@cda.com

          Bethesda, MD - In a December 12 analysis, Institutional
          Shareholder Services (ISS) has recommended AGAINST a
          proposal by Conrail Corp. to opt out of a Pennsylvania
          fair price provision which would allow CSX Corp. to
          complete a merger with Conrail.  Norfolk Southern Corp.,
          (NS) seeks to tender for Conrail shares at a higher
          price.

          In his report, Senior Analyst Peter R. Gleason states,
          "...CSX's front-end loaded, two-tiered takeover does not
          treat all Conrail shareholders fairly, and the lock-ups
          contained in the agreement have denied Conrail's
          shareholders the possibility of accepting a higher
          payment for their shares."

          Mr. Gleason met with both Conrail and NS executives
          before making his recommendation.  His analysis, which
          recounts these discussions, is attached.  Also attached
          is a summary of the analysis, written for The ISS Friday
          Report by Mr. Gleason.

          Timeline:

          October 31 - Conrail sent notices to shareholders that it
          would hold a special meeting of shareholders on November
          14, 1996, to amend its articles of incorporation to opt
          out of Subchapter E of Chapter 25 of the Pennsylvania

          Business Corporation Law of 1988.  The provision is
          Pennsylvania's fair price provision which would inhibit
          Conrail's proposed merger with CSX Corp.

          October 23 - Norfolk Southern Corp. announced a tender
          offer for all outstanding Conrail shares at $100.00 per
          share.

          November 19 - The U.S. District Court for the Eastern
          District of Pennsylvania issued a ruling denying the
          Norfolk Southern motion to block competition of the CSX
          tender for 19.9 percent of Conrail's common stock.  The
          decision allowed CSX to continue with its tender offer,
          which expired at midnight Wednesday, November 20, 1996. 
          Norfolk Southern immediately appealed the decision.

          November 20 - The U.S. Third Court of Appeals in
          Philadelphia rejected Norfolk Southern's emergency
          injunction request and cleared the path for CSX Corp. to
          acquire 19.9 percent of Conrail's outstanding common
          stock in a tender offer valued at $110 per
          share.  CSX completed the tender offer, which ended at
          midnight November 20, 1996, with approximately 85 percent
          of Conrail shareholders tendering their shares.

          November 26 - Conrail filed definitive proxy materials
          with the SEC and set a meeting date of December 23, 1996,
          for its shareholder vote to opt out of Pennsylvania's
          fair price provision.  Norfolk Southern has extended its
          previously announced tender offer for Conrail share until
          Monday, December 16, 1996.

          Peter R. Gleason, Senior Analyst
          email: pgleason@cda.com

          Peter Gleason is a Senior Analyst responsible for
          analyses regarding proxy contests, mergers, acquisitions,
          and corporate restructurings.  He earned a B.A. from
          Dartmouth College in 1988, and is a candidate for an
          M.B.A. in finance and marketing from Virginia Tech. 
          Peter started at ISS in 1990 as an Account Representative
          in the Sales & Marketing Department and joined the
          Domestic Proxy Advisory Service in 1991.  In addition to
          his work in research, he oversees several consulting
          projects for ISS clients.  Prior to joining ISS, Peter
          was a commercial leasing broker for Cushman & Wakefield,
          Inc. in New York and interned on the Government
          Securities Trading Desk at Smith Barney Harris Upham,
          also in New York.

          About ISS

          Located in Bethesda, MD, Institutional Shareholder
          Services (ISS) is the world's leading provider of proxy
          voting and corporate governance services.  Serving close
          to 400 institutional clients -- as well as trustees,
          custodians and corporations throughout North America,
          Europe and Australia -- ISS analyzes proxy issues and
          recommends votes for approximately 10,000 shareholder
          meetings around the world each year.

          ISS's main institutional services include Proxy Advisory
          and Voting Agent Services, U.S. and Global.  Proprietary
          software products include ProxyMaster, an electronic
          proxy voting and research management tool, and
          ProxyRecord, a recordkeeping and reporting package. 
          ProxyReporter, another ISS software product, is used to
          provide consolidated reporting packages to plan sponsors
          who delegate voting to their managers.  In addition,
          ISS's corporate governance consulting services are used
          by a number of leading corporations, regulatory and self-
          regulatory organizations around the world.

          Founded in 1985, ISS is unit of CDA Investment
          Technologies, a division of Thomson Financial Services.

          For more information on ISS, call Marcy J. Markowitz at
          (301)215-9507.

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