SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                               SCHEDULE 14D-1
                             (AMENDMENT NO. 2)
            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                                SCHEDULE 13D
                             (AMENDMENT NO. 4)


                                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 amends the combined Tender Offer Statement on Schedule
14D-1 initially filed on February 12, 1997, as amended, and the Schedule
13D initially filed on February 5, 1997, as amended (the "Combined
Statement"), 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 February 12, 1997 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which, together constitute the
"Second Offer"). Unless otherwise defined herein, all capitalized terms
used herein shall have the respective meanings given such terms in the
Offer to Purchase or the Combined Statement.

ITEM 10.  ADDITIONAL INFORMATION.

      Item 10 is hereby amended and supplemented by the following:

      (e) On February 18, 1997, the District Court approved and entered a
Supplemental Consent Order, agreed to by Parent, Purchaser, the
Commissioner of the Pennsylvania Securities Commission, the Attorney
General of the Commonwealth of Pennsylvania and the Company extending the
November 8, 1996 Consent Order enjoining enforcement of the Pennsylvania
Takeover Disclosure Law to the Second Offer.

          On February 21, 1997, Parent and Norfolk Southern Railway Company
submitted a Preliminary Environmental Report to the STB's Section of
Environmental Analysis, relating to Parent's proposed acquisition of
control of the Company and Consolidated Rail Corporation.

 ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

      Item 11 is hereby amended and supplemented by the following:

      (a)(9)    Press Release issued by Parent on February 21, 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:  February 21, 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)(9)            Press Release issued by Parent on February 21, 1997.

EX-99

FOR IMMEDIATE RELEASE
February 21, 1997

                         Media Contact: Robert Fort
                               (757) 629-2710

NS SUBMITS PRELIMINARY ENVIRONMENTAL REPORT TO STB

NORFOLK, VA -- Norfolk Southern Corporation and Norfolk Southern Railway
Company today submitted a Preliminary Environmental Report to the Surface
Transportation Board's Section of Environmental Analysis relating to
Norfolk Southern's proposed acquisition of control of Conrail Inc. and
Consolidated Rail Corporation.

      The Preliminary Environmental Report was submitted under the
procedural schedule set by the STB, which requires that such report be
submitted at least 30 days prior to the filing of a primary application.

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