SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 14D-1
                             (Amendment No. 39)
            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. 39 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
to the Offer to Purchase, dated November 8, 1996 (the "First
Supplement"), and the Second Supplement to the Offer to Purchase, 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 11.  Material to be Filed as Exhibits.

        Item 11 is hereby amended and supplemented by the following:

        (a)(90)  Text of Advertisement appearing in newspapers
                 commencing January 15, 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 15, 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)(90)        Text of Advertisement appearing in newspapers
               commencing January 15, 1997.

EX-99

                             [Advertisement]

TO CONRAIL SHAREHOLDERS:

                  Norfolk Southern is committed to you.


Norfolk Southern will buy 9.9% of Conrail's shares for $115 per share in
cash after defeat of the "opt out" and adjournment proposals on January
17.

In a continuing effort to cram down CSX's inferior offer, Conrail and CSX
are now suggesting that Conrail shareholders will have to wait until 1999
to benefit from Norfolk Southern's superior offer. That is not true.

Norfolk Southern will promptly amend its existing tender offer to
purchase Conrail's common and ESOP preferred shares representing 9.9% of
Conrail's outstanding common shares (the most that we can purchase
without triggering the Poison Pill) after shareholders reject Conrail's
proposal to "opt out" of the important protections provided by the
Pennsylvania Fair Value Statute. The 9.9% offer would not be subject to
termination of the Conrail/CSX merger agreement and would not require any
action by Conrail's board.

Norfolk Southern will tender for the remaining shares promptly after the
purchase.

Surface Transportation Board Decision

The Surface Transportation Board decided last week that "the lock-out
provision would in no way preclude Board approval . . . of NS/Conrail
merger . . . or the consummation of such a merger, if approved."

Based on the procedural schedule anticipated by the Surface
Transportation Board, the merger case will be decided in late 1997 or
early 1998. That means the lock-out clause will cease to have any
practical effect a year earlier than CSX would have you believe.


                 Ask yourself which offer benefits you.

=============================================================================
NORFOLK SOUTHERN'S SUPERIOR       CSX'S INFERIOR "CRAM DOWN" OFFER
OFFER
- -----------------------------------------------------------------------------
$115 per share.                   $101.29 nominal blended value per share.*
- -----------------------------------------------------------------------------
100% cash.                        Only 25% cash for remaining Conrail shares.
- -----------------------------------------------------------------------------
No continued equity risk.         The value of the back-end portion of
                                  the offer will fluctuate with the price
                                  of CSX stock. There is no downside
                                  protection.

- -----------------------------------------------------------------------------
Consistent with the purpose       Exactly the kind of two-tiered, coercive
of the Pennsylvania Fair          offer that the Pennsylvania Fair Value
Value Statute.                    Statute was intended to prevent.
=============================================================================


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


     Protect your interests. Vote now AGAINST Conrail's proposals to "opt
         out" of Pennsylvania's Fair Value Statute and to adjourn the
         special meeting.


      Vote  now on Norfolk Southern's GOLD proxy card AGAINST Conrail's
            proposals.  Be sure Norfolk Southern receives your proxy
            before January 17.

[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.


* Based on the closing price of CSX common stock on January 13, 1997.
  Assumes CSX preferred stock is worth $16 per share.

January 15, 1997