FOR IMMEDIATE RELEASE
February 5, 1997

                              Media Contact:  Robert Fort
                              (757) 629-2710


NORFOLK SOUTHERN COMPLETES TENDER OFFER 
FOR 9.9% OF CONRAIL SHARES

NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today
announced that its cash tender offer for shares of Conrail Inc.
(NYSE: CRR) at a price of $115 per share was oversubscribed.  The
offer expired at 12:00 Midnight, New York City time, on Tuesday,
February 4, 1997.

     Based on a preliminary count from the depositary for the
offer, approximately 66.8 million shares have been tendered,
which includes approximately 24.1 million shares subject to
guarantees of delivery.  Norfolk Southern's subsidiary, Atlantic
Acquisition Corporation, accepted for payment 8.2 million Conrail
shares in the offer, which represent approximately 9.9% of the
outstanding common shares of Conrail (the approximate maximum
number of shares Norfolk Southern can buy without triggering
Conrail's "poison pill").  The preliminary proration factor under
the offer is 12.26% for all Conrail shares tendered.  The final
proration factor is expected to be announced on or about Tuesday,
February 11, 1997, and it is expected that payment for the shares
that have been accepted will commence promptly thereafter.

     Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va.  It owns a major freight railroad,
Norfolk Southern Railway Company, which operates approximately
14,400 miles of road in 20 states, primarily in the Southeast and
Midwest, and the Province of Ontario, Canada.  The corporation
also owns North American Van Lines, Inc., and Pocahontas Land
Corporation, a natural resources company.

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World Wide Web Site - http://www.nscorp.com

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FOR IMMEDIATE RELEASE
February 12, 1997

                              Media Contact:  Robert Fort
                              (757) 629-2710


NORFOLK SOUTHERN COMMENCES SECOND TENDER OFFER TO ACQUIRE CONRAIL
SHARES FOR $115 PER SHARE

NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) announced
today that a wholly owned subsidiary is commencing its previously
announced all-cash tender offer for all of the outstanding Common
Shares and Series A ESOP Convertible Junior Preferred Shares of
Conrail Inc. (NYSE: CRR) not already owned by Norfolk Southern at
a price of $115 per share.  The tender offer will expire on
Wednesday, March 12, 1997, at 12:00 Midnight, New York City time,
unless the offer is extended.  On February 11, 1997, Norfolk
Southern commenced payment for the 8,200,000 Conrail shares
acquired pursuant to Norfolk Southern's prior tender offer.

     Following completion of the tender offer, which is subject
to certain minimum tender and other conditions, Norfolk Southern
intends to consummate a merger in which all remaining Conrail
shares would be converted into the right to receive the same cash
price per share paid in Norfolk Southern's tender offers.

     Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va. It owns a major freight railroad,
Norfolk Southern Railway Company, which operates about 14,300
miles of road in 20 states primarily in the Southeast and
Midwest, and the Province of Ontario, Canada.  The corporation
also owns North American Van Lines, Inc., and Pocahontas Land
Corporation, a natural resources company.

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World Wide Web Site - http://www.nscorp.com