SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                               SCHEDULE 14D-1
                             (Amendment No. 26)
            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. 26 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 11.  Material to be Filed as Exhibits.

         Item 11 is hereby amended and supplemented by the following:

         (a)(70)   Press Release issued by Parent on December 19, 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 19, 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)(70)         Press Release issued by Parent on December 19, 1996.

EX-99

       FOR IMMEDIATE RELEASE
       December 19, 1996

                                           Media Contact:  Robert Fort
                                           (757) 629-2714

       NORFOLK SOUTHERN STUDYING 11TH-HOUR CSX OFFER

       NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today
       issued the following statement:

              "Norfolk Southern is studying CSX's most recent proposal to
       acquire Conrail Inc. However, CSX's latest offer appears to be an
       11th-hour attempt to avoid defeat at the shareholders' meeting
       that had been scheduled for December 23.

              "There should be no doubt that Norfolk Southern remains as
       determined as ever to acquire Conrail and will use any and all
       appropriate financial means to accomplish that objective."


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