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                                 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 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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