CONTACTS:  Thomas E. Hoppin
                                                            CSX
                                                 (804) 782-1450
                                                                 
                                                    Robert Fort
                                               Norfolk Southern
                                                 (757) 629-2710

FOR IMMEDIATE RELEASE
May 27, 1997

                 CSX AND NORFOLK SOUTHERN CLOSE
                TENDER OFFER FOR CONRAIL SHARES
                                
RICHMOND and NORFOLK, Va., May 27, 1997   CSX Corporation (NYSE:
CSX) and Norfolk Southern Corporation (NYSE: NSC) today announced
that their jointly owned acquisition company, Green Acquisition
Corp., has accepted for payment more than 94 percent of Conrail
Inc.'s outstanding shares not already owned by CSX and Norfolk
Southern.  Based on a preliminary count, approximately 57,407,389
Conrail shares had been tendered (including 8,937,900 shares by
notice of guaranteed delivery) into the joint tender offer that
expired at 5:00 p.m. EDT on Friday, May 23. Payment for shares
will be made promptly.  

  These shares, together with the Conrail shares already owned by
CSX and Norfolk Southern, represent approximately 96 percent of
the outstanding Conrail shares.  In connection with the tender
offer and subsequent merger, Norfolk Southern will have
contributed 58 percent, and CSX 42 percent, toward the aggregate
purchase price for all shares.  All Conrail shares acquired will
be placed in a joint voting trust pending Surface Transportation
Board approval of the proposed transaction. Conrail shares not
purchased in the tender offer will be converted into the right to
receive $115 per share in cash in a merger that will occur as
soon as practicable following the payment for the shares received
in the tender offer.

  "With the successful completion of this tender offer, we move
another step closer to delivering the benefits of this
transaction to all parties," said John W. Snow, CSX's chairman,
president and chief executive officer.  "At CSX, our management
team is focused on continuing to improve our existing railroad
operations, while preparing for the smooth and efficient
integration into CSX of the Conrail assets we will operate."

  David R. Goode, Norfolk Southern's chairman, president and
chief executive officer, said, "With the financial part of this
transaction nearly completed, we will now present to the Surface
Transportation Board our plan for improving the rail system in
the East. Norfolk Southern eagerly looks forward to the day when
we can put that plan into action and begin delivering its many
benefits to customers, communities and the nation's economy." 

  CSX and Norfolk Southern expect to file their joint application
with the STB in mid-June. Management of both companies are
confident the application will win support from customers and the
public.

  CSX Corporation, headquartered in Richmond, Va., is an
international transportation company offering a variety of rail,
container-shipping, intermodal, trucking, barge and contract
logistics management services.  CSX's home page can be reached at
http://www.CSX.com.

  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 more than 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.  Norfolk Southern's
home page can be reached at http://www.nscorp.com.

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