SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

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CONRAIL INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NORFOLK SOUTHERN CORPORATION

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN
THE REGISTRANT)

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FOR IMMEDIATE RELEASE
December 19, 1996

Media Contact:  Robert Fort
(757) 629-2714

NORFOLK SOUTHERN STUDYING 11TH-HOUR CSX OFFER

NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today
issued the following statement:

"Norfolk Southern is studying CSX's most recent proposal to
acquire Conrail Inc. However, CSX's latest offer appears to be an
11th-hour attempt to avoid defeat at the shareholders' meeting
that had been scheduled for December 23.

"There should be no doubt that Norfolk Southern remains as
determined as ever to acquire Conrail and will use any and all
appropriate financial means to accomplish that objective."

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