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                                 CONRAIL INC.
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                         NORFOLK SOUTHERN CORPORATION

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     FOR IMMEDIATE RELEASE
     January 9, 1997

                                        Media Contact:  Robert Fort
                                        (757) 629-2710

     NORFOLK SOUTHERN TO APPEAL RULING ON PRELIMINARY INJUNCTION AGAINST 
     CONRAIL, WELCOMES SURFACE TRANSPORTATION BOARD POSITION ON LOCK-OUT
      
     NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) issued
     the following statement in response to U.S. District Court Judge
     Donald VanArtsdalen's decision today declining to issue a
     preliminary injunction enjoining the Conrail shareholders 
     meeting scheduled to be held January 17 and a separate decision
     today by the Surface Transportation Board:

          "Norfolk Southern is appealing the Court's ruling to the
     U.S. Third Circuit Court of Appeals in Philadelphia and is asking
     the Court to hear the appeal on an expedited basis. 

          "Regardless of the outcome of our appeal, Conrail
     shareholders will have an opportunity on January 17 to regain
     control of the corporation they own.  By rejecting the proposed
     'opt out' of Pennsylvania's fair value statute they can send a
     clear message to Conrail's board that CSX's latest bid is
     unacceptable and that shareholders want the opportunity to
     consider Norfolk Southern's superior all-cash offer of $115 per
     share --- an offer worth over $1 billion more than CSX's.

          "Today's ruling in no way contradicts the fact that Conrail
     and CSX are continuing to wage a campaign of coercion to deny
     Conrail shareholders that opportunity and force them to go along
     with CSX's inferior offer.  

           "Norfolk Southern is pleased that the Surface
     Transportation Board, acting on its petition to invalidate the
     lock-out provision, today issued a decision acknowledging that
     the two-year lock-out period 'appears excessive on its face.' 

          "The Board emphasized that the lock-out provision would not
     preclude it from approving Norfolk Southern's proposal to acquire
     Conrail or keep Norfolk Southern from consummating the merger
     once it is approved.    

          "While the Board said it was premature to void the provision
     at this time, it held that federal law would void the lock-out
     provision if the Board approves a Norfolk Southern/Conrail
     combination.  In language applicable to CSX and Conrail, the
     Board said:  'A person cannot effectively preclude our approval
     of a transaction from going forward simply by entering into a
     contract that purports to prevent all alternatives to its own
     preferred outcome.'

          "Norfolk Southern remains committed to its offer to acquire
     Conrail and to deliver to Conrail shareholders $115 in cash for
     each of their shares.  As announced yesterday, Norfolk Southern
     has received commitments from banks that provide more than enough
     money to fully fund its all-cash offer." 

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