SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 14D-1
                             (Amendment No. 41)
            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. 41 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)(93) Press Release issued by Parent on January 17, 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 17, 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)(93) Press Release issued by Parent on January 17, 1997.

EX-99

FOR IMMEDIATE RELEASE
January 17, 1997

                                            Media Contact:  Robert Fort
                                            (757) 629-2710

CONRAIL SHAREHOLDERS OVERWHELMINGLY VOTE AGAINST 'OPT OUT', NORFOLK
SOUTHERN SAYS

NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) issued the
following statement, made by David R. Goode, Chairman, President and Chief
Executive Officer, following the Conrail shareholders meeting today:

        "I am pleased to report that based on the proxy cards Norfolk
Southern had received through this morning, it appears that Conrail
shareholders have overwhelmingly rejected their management's attempt to
deny them their right to choose the best offer for their shares and voted
against opting out of the Pennsylvania Fair Value Statute. According to our
tally, at least 53 percent, constituting an absolute majority of
outstanding shares, voted against the 'opt-out.' Even more dramatic is the
vote by shareholders other than CSX or Conrail plans. More than nine of ten
of their shares were voted against the 'opt out.'

        "With this vote, Conrail's owners have sent a powerful message to
Conrail's board that shareholders will not be coerced into accepting the
deal CSX and Conrail tried to impose on them.

        "The vote is a rejection of the CSX/Conrail deal. It is also a
strong endorsement of Norfolk Southern's better offer. But there's even
more involved here. The vote is a strong statement in favor of a higher
standard of corporate democracy and for accountability and fairness to
corporate owners.

        "This battle has often been confrontational. None of us likes
confrontation. That's certainly not Norfolk Southern's style. But we had no
choice. The issues are too important to stand aside when the future of
transportation in the East is at stake.

        "After it becomes official that Conrail shareholders have rejected
the 'opt-out' proposal, we will keep the promise that we made last week; we
will begin an all-cash offer to buy 9.9 percent of Conrail's outstanding
common shares for $115 per share.

        "Now that the shareholders have spoken, it is time for Conrail's
board to accept their will. We hope they will seize the opportunity to do
that. Our superior offer should be allowed to go forward and we're ready to
have meaningful discussions with Conrail and CSX to that end. But whatever
happens, we will move forward.

        "We will make our case before the Surface Transportation Board,
which will determine the ultimate form of any combination involving
Conrail.

        "The STB will fully examine the potential impacts on the employees,
the shipping public and communities. It will not rely on Conrail
management's claim that this so-called 'strategic merger of equals' is as
good for all constituencies as it is for Conrail management. The STB will
examine the facts. We will demonstrate that Norfolk Southern truly is the
best partner for Conrail, that it has made a better offer, and will make,
with Conrail, a better railroad and a more competitive, balanced rail
transportation system in the East. And we expect to have a lot of help from
shippers, ports, and other interested parties.

        "We remain firmly committed to the best interest of the
shareholders, employees and customers of Conrail and Norfolk Southern as
well as the communities they serve. We are committed to growth and
opportunity, a result that will be good for our stockholders and Conrail's,
good for shippers and good for the national interest.

        "We are immensely gratified by this vote.

        "Conrail shareholders have sent a strong message. Now it is time
for all of us -- Norfolk Southern, CSX and Conrail -- to move forward in
the spirit of that message."

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