SC 14D1/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              SCHEDULE 14D-1
                            (Amendment No. 46)
           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. 46 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 up to an aggregate of 8,200,000 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"), the Second Supplement to the Offer to Purchase, dated
December 20, 1996 (the "Second Supplement"), the Third Supplement to the
Offer to Purchase, dated January 22, 1997 (the "Third 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, the Third Supplement or the Schedule 14D-1.

Item 3.  Past Contacts, Transactions or Negotiations with the Subject Company.

        Item 3 is hereby amended and supplemented by the following:

        On January 31, 1997, representatives of Parent, CSX and the
Company had a meeting to discuss matters relating to Parent's and CSX's
offers for the Company. Parent, CSX and the Company issued a Press
Release thereafter, the text of which is filed as an exhibit hereto and
is incorporated herein by reference.

Item 10.  Additional Information.

        Item 10 is hereby amended and supplemented by the following:

        (e) On January 30, 1997, the STB, after a public comment process,
issued a final procedural schedule under which the STB would issue a
final order 365 days from the filing of the STB Application. Parent has
not yet filed the STB Application. The STB also announced it would have a
single proceeding for determining the control or merger of the Company
and reserved the right to modify the procedural process should
circumstances warrant.

 Item 11.  Material to be Filed as Exhibits.

        Item 11 is hereby amended and supplemented by the following:

        (a)(109)      Press Release issued by Parent, CSX and the Company
                      on January 31, 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 31, 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)(109)       Press Release issued by Parent, CSX and the Company
               on January 31, 1997.

EX-99

CONTACTS:


Conrail Inc.           CSX Corporation             Norfolk Southern Corp.
Craig McQueen          Thomas F. Hoppin            Robert Fort
215-209-4597           804-782-1450                757-629-2710



FOR IMMEDIATE RELEASE:



        WASHINGTON, DC - Jan. 31, 1997 - Conrail Inc. (NYSE: CRR), CSX
Corp. (NYSE: CSX) and Norfolk Southern Corporation (NYSE: NSC) today
released the following statement following the initial meeting between
the parties: "Conrail, CSX and Norfolk Southern have concluded their
meeting and have agreed that no further details on this meeting or timing
of future meetings will be announced."