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CONRAIL INC.
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NORFOLK SOUTHERN CORPORATION

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[Norfolk Southern Logo]

FOR IMMEDIATE RELEASE
- ---------------------

December 8, 1996

Media Contact: Robert Fort 757/629-2714

NS ISSUES PLEDGE TO CR SHAREHOLDERS

NORFOLK, VA -- Norfolk Southern today confirmed its commitment to
Conrail shareholders by pledging that it will not be a party to any
agreement with CSX or Conrail that delivers anything less to Conrail
shareholders than $110 a share in cash, for all shares, promptly
into a voting trust.  The pledge is contained in a letter from David
R. Goode, NS chairman, president and chief executive officer, that
will be sent to Conrail shareholders on Monday.

"The only way Conrail shareholders are going to see our superior,
all cash offer is if they force their management to honor
shareholder wishes," Goode said.  "As things now stand, Conrail
management is denying its own shareholders the benefits of our $110,
all cash offer for all shares, which is nearly 19 percent higher
than the part cash, part stock CSX offer."

Conrail has called for a shareholder vote at a meeting set for 5
p.m. on December 23.  However, it has already declared that it won't
convene the meeting unless it has enough votes to assure approval of
its proposal to opt out of the Pennsylvania Fair Value Statute, and
to adjourn the special meeting.  It said that it will continue to
set new shareholder meetings until Conrail shareholders approve its
proposal.  

"This arrogant denial of basic shareholder rights is an outrage," 
Goode said.

Goode stressed that the NS pledge also contained an important
message for both CSX management and CSX shareholders.  "CSX
management should have no doubt as to our determination to acquire
Conrail and our willingness to use any and all appropriate financial
means to accomplish that objective," the NS chairman said.

For CSX shareholders, we repeat our willingness to create today with
CSX and Conrail a structure for Eastern railroad service that will
enable both of our companies to prosper in a competitive
environment," Goode noted, "but this will be accomplished only
pursuant to a $110 all cash offer for all shares into a voting
trust.  Such an offer would benefit the shareholders of all three
companies.

"However, Conrail shareholders must vote 'no' in order to make this
happen," Goode said.

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