SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 14D-1
                             (Amendment No. 24)
            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. 24 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 10. ADDITIONAL INFORMATION.

          Item 10 is hereby amended and supplemented by the following:

          (e) On December 17, 1996, the District Court held a hearing to
consider Plaintiffs' Motion for a Preliminary Injunction. At the
conclusion of the hearing, the District Court issued an order enjoining
the Defendants from failing to convene, and/or from postponing, and/or
from adjourning the Special Meeting of the Company's shareholders
scheduled for Monday, December 23, 1996, by reason of the Company or its
nominees not having received sufficient proxies to assure approval of
the proposal set forth in the "Notice of Special Meeting of
Shareholders" and in the proxy materials to "opt-out" of Subchapters E,
G, and H of Chapter 25 of the PBCL.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

          Item 11 is hereby amended and supplemented by the following:

          (a)(66)  Press Release issued by Parent on December 17, 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 17, 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)(66)     Press Release issued by Parent on December 17, 1996.

EX-99

       FOR IMMEDIATE RELEASE
       December 17, 1996

                                           Media Contact:  Robert Fort
                                           (757) 629-2714

       NS PRAISES RULING BLOCKING CONRAIL FROM POSTPONING SHAREHOLDER
       MEETING

       NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today
       issued the following statement in response to U.S. District Court
       Judge Donald Van Artsdalen's decision granting its motion for a
       preliminary injunction to prevent Conrail Inc. from postponing a
       special meeting of shareholders scheduled for December 23:

              "Today's decision is a victory for Conrail shareholders who
       will now have the opportunity to voice their opinion on Conrail's
       proposal to 'opt out' of the fair value provision of Pennsylvania's 
       anti-takeover statute.

              "We are pleased that Judge Van Artsdalen recognized that
       the December 23 vote would be nothing more than a 'sham election' 
       if Conrail could cancel the shareholder meeting because it was
       losing.  

              "During the hearing, Judge Van Artsdalen asked Conrail's
       lawyer, 'Isn't there something fundamentally unfair with saying,
       'we're going to hold an election, but we're only going to hold it
       if we know we're going to win?''  In his ruling, the judge
       agreed with Norfolk Southern that the answer to this question was
       yes.

              "Norfolk Southern remains determined to deliver Conrail
       shareholders its all-cash offer of $110 for each of their shares. 
       Shareholders will have a meaningful vote on December 23 and by
       voting against the 'opt out' proposal will be a step closer to
       having the opportunity to consider Norfolk Southern's superior
       offer -- an offer worth about $16 per share or $1.5 billion more
       than CSX's coercive front-end loaded, two-tiered deal for
       Conrail." 

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