SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 14D-1
                             (Amendment No. 34)
            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. 34 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,
dated November 8, 1996 (the "First Supplement"), and the Second
Supplement, dated December 20, 1996 (the "Second 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 First Supplement,
the Second Supplement or the Schedule 14D-1.

Item 4.  Source and Amount of Funds or Other Consideration.

         Item 4 is hereby amended and supplemented by the following:

         (a) On January 8, 1997, Parent announced that it had received
commitment letters from banks for more than enough funds to complete its
proposed acquisition of the Company. Receipt by Parent of such
commitments satisfies the Financing Condition to the Offer.

Item 10.  Additional Information.

         Item 10 is hereby amended and supplemented by the following:

         (f) On January 8, 1997, Parent and Purchaser announced that they
were extending the expiration date of the Offer to 12:00 midnight, New
York City time, on Friday, January 24, 1997, unless the Offer is further
extended. As of the afternoon of January 7, 1997, approximately 2,568,000 
Shares had been tendered and not withdrawn pursuant to the Offer.

Item 11.  Material to be Filed as Exhibits.

         Item 11 is hereby amended and supplemented by the following:

         (a)(81)  Text of Advertisement appearing in newspapers
                  commencing January 8, 1997.

         (a)(82)  Press Release issued by Parent on January 8, 1997.


                                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:  January 8, 1997


                             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)(81)    Text of Advertisement appearing in newspapers commencing
           January 8, 1997.

(a)(82)    Press Release issued by Parent on January 8, 1997.

EX-99

                                  [Newspaper Ad]

                          TO ALL CONRAIL CONSTITUENCIES:

                              Protect your interests.
                            Support Norfolk Southern's
                              superior $115 per share
                                  all cash offer.

Join those who are demanding that the Conrail Board secure the superior
benefits of the Norfolk Southern offer for all constituencies.

Greater value for Shareholders

Norfolk Southern's $115 all-cash, all-shares offer with prompt payment
through use of a voting trust - is worth 18%1 more than CSX's current
deal. And it does not subject you to the substantial equity risk
presented by receiving part of your payment in CSX stock, which has
already declined 16%(1) since the CSX offer for Conrail was announced.

Better for Conrail employees

A merger between CSX and Conrail would eliminate competitive rail
service in 64 cities, and Conrail's Hollidaysburg and Altoona shops are
within 70 miles of CSX's facilities at Cumberland, Maryland.
Redundancies like these could add up to lost jobs. A Norfolk
Southern/Conrail system would have substantially less overlap.

        In addition, CSX was recently named again as having one of the
nation's 50 largest underfunded pensions.(2)  With a Norfolk
Southern/Conrail combination, Conrail employees would become part of one
of the most financially sound and safest major railroads in America.

A more competitive environment for shippers

A CSX/Conrail combination would eliminate competitive service in major
markets, such as Philadelphia, Baltimore, Youngstown and Pittsburgh. A
Norfolk Southern/Conrail combination will provide balanced competition
by creating a strong rail alternative to compete with CSX.

A stronger commitment to the economies of Philadelphia and Pennsylvania

Norfolk Southern is committed to maintaining a major operating presence
in Philadelphia and has announced plans for a multimodal rail-highway
facility at the Philadelphia Navy Base. We are committed to continuing
to operate Conrail's Hollidaysburg Car Shop and its Juaniata Locomo-
tive Shop in Altoona, and will seek to promote employment at both
locations. What has CSX promised?

Protect your interests. Shareholders should vote now AGAINST Conrail's
proposals. Others should make their voices heard.

[Graphic: checkmark in box above the words "VOTE AGAINST"]

Conrail Shareholders
Protect 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 scheduled for
January 17. Be sure Norfolk Southern receives your proxy before January
17.

Conrail ESOP Participants
Your vote is especially important since each vote represents several
votes. Use your GREEN instruction card to confidentially instruct your
Trustee to vote AGAINST Conrail's proposals. Be sure the trustee
receives your instruction card by January 15.

[Norfolk Southern Logo]

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

(1) Based on the closing price of CSX common stock on
January 6, 1997.  (2) Pension Benefit Guaranty Corporation:
News Release 97-09, 12/12/96.

January 8, 1997

EX-99

     FOR IMMEDIATE RELEASE
     JANUARY 8, 1997

                                        Media Contact:  Robert Fort
                                        (757) 629-2710

     NORFOLK, VA -- Norfolk Southern Corporation (NYSE:NSC) today
     announced that it is extending its previously announced tender
     offer for shares of Conrail.  The tender offer has been extended
     through 12:00 midnight, New York City time, on Friday, January
     24, 1997.  Norfolk Southern continues to offer $115 cash per
     share for all shares of Conrail.  According to the depositary for
     the Norfolk Southern tender offer, approximately 2,568,000
     Conrail shares had been tendered and not withdrawn pursuant to
     Norfolk Southern s offer as of the afternoon of January 7.

          Norfolk Southern also said that it has received signed
     commitment letters from banks in amounts more than sufficient to
     fund its current offer.  Accordingly, the financing condition of
     the Norfolk Southern offer has been satisfied.

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