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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CONRAIL INC.
(NAME OF SUBJECT COMPANY)
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CONRAIL INC.
(NAME OF PERSON(S) FILING STATEMENT)
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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)
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SERIES A ESOP CONVERTIBLE JUNIOR PREFERRED STOCK, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)

N/A
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JAMES D. MCGEEHAN
CORPORATE SECRETARY
CONRAIL INC.
2001 MARKET STREET
TWO COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19101
(215) 209-4000

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

With a copy to:
ROBERT A. KINDLER, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
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INTRODUCTION

Conrail Inc. ("Conrail") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed on
October 16, 1996 (as amended, the "Schedule 14D-9"), with respect to an offer by
Green Acquisition Corp., a wholly owned subsidiary of CSX Corporation ("CSX") to
purchase an aggregate of 17,860,124 of the outstanding Shares. Capitalized terms
not defined herein have the meanings assigned thereto in the Schedule 14D-9.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text at the end thereof:

On October 23, 1996, (i) Norfolk Southern Corporation ("Norfolk Southern")
issued a press release, the full text of which is attached as Exhibit (a)(8)
hereto and incorporated herein by reference, announcing its intention to
commence a tender offer for all of the outstanding Shares at a price of $100 per
Share, net to the seller in cash, and (ii) Conrail issued a press release, filed
herewith as Exhibit (a)(9) and incorporated herein by reference, advising
Conrail's shareholders that they need not take any immediate action with respect
to the unsolicited Norfolk Southern tender offer.

In addition, on October 23, 1996, Norfolk Southern filed a Complaint for
Declaratory and Injunctive Relief in the United States District Court for the
Eastern District of Pennsylvania against Conrail, CSX and the directors of
Conrail. Norfolk Southern's complaint alleges, among other things, violations of
fiduciary duty, of Conrail's Articles of Incorporation and By-Laws, of the PBCL
and of the federal securities laws and requests preliminary and permanent
injunctive and declaratory relief including, without limitation, (i) an
injunction from commencing or continuing a tender offer (such as the Offer) for
the Shares, seeking the Company Pennsylvania Shareholder Approval or taking
steps to make effective the amendment to Conrail's Articles of Incorporation
which is the subject of such approval (the "Articles Amendment"), taking any
action to redeem the Common Stock Purchase Rights or render the Common Stock
Purchase Rights inapplicable to any offer with respect to Conrail by CSX
without, at the same time, rendering them inapplicable with respect to Norfolk
Southern's proposed tender offer with respect to Conrail, taking any action to
enforce certain provisions of the Merger Agreement, failing to take action to
exempt Norfolk Southern's proposal to acquire Conrail from certain provisions of
the PBCL and holding the special meeting of Conrail shareholders to obtain the
Company Pennsylvania Shareholder Approval (the "Pennsylvania Special Meeting"),
and (ii) a declaration that certain "continuing director" provisions in the
September 20, 1995 amendment to the July 19, 1989 rights agreement are void. The
Norfolk Southern complaint specifically alleges the following misrepresentations
and omissions of material fact by Conrail and CSX (capitalized terms used in the
following quoted paragraphs not defined herein shall have the meanings set forth
in the Norfolk Southern complaint):

"48. Conrail's Preliminary Proxy Statement contains the following
misrepresentations of fact:
(a) Conrail states that "certain provisions of Pennsylvania law
effectively preclude . . . CSX from purchasing 20% or more" of Conrail's
shares in the CSX Offer "or in any other manner (except the [CSX] Merger."
This statement is false. The provisions of Pennsylvania law to which
Conrail is referring are those of Subchapter 25E of the Pennsylvania
Business Corporation law. This law does not "effectively preclude" CSX from
purchasing 20% or more of Conrail's stock other than through the CSX
Merger. Rather, it simply requires a purchaser of 20% or more of Conrail's
voting stock to pay a fair price in cash, on demand, to the holders of the
remaining 80% of the shares. The real reason that CSX will not purchase 20%
or more of Conrail's voting stock absent the Charter Amendment is that,
unlike NS, CSX is unable or unwilling to pay a fair price in cash for 100%
of Conrail's stock.

(b) Conrail states that its "Board of Directors believes that Conrail
shareholders should have the opportunity to receive cash in the near term
for 40% of [Conrail's] shares," and that "[t]he Board of Directors believes
it is in the best interests of shareholders that they have the opportunity
to receive cash for 40% of their shares in the near term." These statements
are false. First of all, the Conrail Board believes that Conrail
shareholders should have the opportunity to receive cash in the near-term
for 40% of Conrail's shares only if such transaction will swiftly deliver
effective control of Conrail to CSX. Second, the Conrail Board of Directors
does not believe that such swift transfer of control to CSX is in the best
interests of Conrail shareholders; rather, the Conrail Board of Directors
believes that swift transfer of

effective control over Conrail to CSX through the CSX Offer will lock-up
the CSX Transaction and preclude Conrail shareholders from any opportunity
to receive the highest reasonably available price in a sale of control of
Conrail.
49. CSX's Schedule 14D-1 contains the following misrepresentations of fact:

(a) CSX states that the "purpose of the [CSX] Offer is for [CSX] . . .
to acquire a significant equity interest in [Conrail] as the first step in
a business combination of [CSX] and [Conrail]." This statement is false.
The purpose of the CSX Offer is to swiftly transfer effective control over
Conrail to CSX in order to lock up the CSX Transaction and foreclose the
acquisition of Conrail by any competing higher bidder.

(b) CSX states that "the Pennsylvania Control Transaction Law
effectively precludes [CSX, through its acquisition subsidiary] from
purchasing 20% or more of Conrail's shares pursuant to the [CSX] Offer."
This statement is false. The provisions of Pennsylvania law to which
Conrail is referring are those of Subchapter 25E of the Pennsylvania
Business Corporation law. This law does not "effectively preclude" CSX from
purchasing 20% or more of Conrail's stock other than through the CSX
Merger. Rather, it simply requires a purchaser of 20% or more of Conrail's
voting stock to pay a fair price in cash, on demand, to the holders of the
remaining 80% of the shares. The real reason that CSX will not purchase 20%
or more of Conrail's voting stock absent the Charter Amendment is that,
unlike NS, CSX is unable or unwilling to pay a fair price in cash for 100%
of Conrail's stock.

50. Conrail's Schedule 14D-9 states that "the [CSX Transaction] . . . is
being structured as a true merger-of-equals transaction." This statement is
false. The CSX Transaction is being structured as a rapid, locked-up sale of
control of Conrail to CSX involving a significant, albeit inadequate, control
premium.
51. Each of the Conrail Preliminary Proxy Statement, the CSX Schedule
14D-1, and the Conrail Schedule 14D-9 omit to disclose the following material
facts, the disclosure of which are necessary to make the statements made in such
documents not misleading:

(a) That both Conrail (and its senior management) and CSX (and its
senior management) knew (i) that NS was keenly interested in acquiring
Conrail, (ii) that NS has the financial capacity and resources to pay a
higher price for Conrail than CSX could, and (iii) that a financially
superior competing bid for Conrail by NS was inevitable.

(b) That Conrail management led NS to believe that if and when the
Conrail Board determined to sell Conrail, it would do so through a process
in which NS would be given the opportunity to bid, and that in the several
weeks prior to the announcement of the CSX Transaction, defendant LeVan on
two occasions prevented Mr. Goode from presenting an acquisition proposal
to Conrail by stating to him that making such a proposal would be
unnecessary and that Mr. LeVan would contact Mr. Goode concerning NS's
interest in acquiring Conrail following (i) the Conrail Board's strategic
planning meeting scheduled for September 1996 and (ii) a meeting of the
Conrail Board purportedly scheduled for October 16, 1996.

(c) That in September of 1994, NS had proposed a stock-for-stock
acquisition of Conrail at an exchange ratio of 1.1 shares of NS stock for
each share of Conrail stock, which ratio, if applied to the price of NS
stock on the day before announcement of the CSX Transaction, October 14,
1996, implied a bid by NS worth over $101 per Conrail share.

(d) That the CSX Transaction was structured to swiftly transfer
effective, if not absolute voting control over Conrail to CSX, and to
prevent any other bidders from acquiring Conrail for a higher price.

(e) That although Conrail obtained opinions from Morgan Stanley and
Lazard Freres that the consideration to be received by Conrail stockholders
in the CSX Transaction was "fair" to such shareholders from a financial
point of view, Conrail's Board did not ask its investment bankers whether
the CSX Transaction consideration was adequate, from a financial point of
view, in the context of a sale of control of Conrail such as the CSX
Transaction.

(f) That although in arriving at their "fairness" opinions, both
Morgan Stanley and Lazard Freres purport to have considered the level of
consideration paid in comparable transactions, both investment bankers
failed to consider the most closely comparable transaction -- NS's
September 1994 merger proposal, which as noted above, would imply a price
per Conrail share in excess of $101.

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(g) That, if asked to do so, Conrail's investment bankers would be
unable to opine in good faith that the consideration offered in the CSX
Transaction is adequate to Conrail's shareholders from a financial point of
view.

(h) That Conrail's Board failed to seek a fairness opinion from its
investment bankers concerning the $300 million break-up fee included in the
CSX Transaction.

(i) That Conrail's Board failed to seek a fairness opinion from its
investment bankers concerning the Stock Option Agreement granted by Conrail
to CSX in connection with the CSX Transaction.

(j) That the Stock Option Agreement is structured so as to impose
increasingly severe dilution costs on a competing bidder for control of
Conrail for progressively higher acquisition bids.

(k) That the Conrail Board intends to withhold the filing of the
Charter Amendment following its approval by Conrail's stockholders if the
effectiveness of such amendment would facilitate any bid for Conrail other
than the CSX Transaction.

(l) That the Charter Amendment and/or its submission to a vote of the
Conrail shareholders is illegal and ultra vires under Pennsylvania law.

(m) That the Conrail Board's discriminatory (i) use of the Charter
Amendment, (ii) amendment of the Conrail Poison Pill and (iii) action
exempting the CSX Transaction from Pennsylvania's Business Combination
Statute, all to facilitate the CSX Transaction and to preclude competing
financially superior offers for control of Conrail, constitute a breach of
the defendant directors' fiduciary duty of loyalty.

(n) That Conrail's Board failed to conduct a reasonable, good faith
investigation of all reasonably available material information prior to
approving the CSX transaction and related agreements, including the lock-up
Stock Option Agreement.

(o) That in recommending that Conrail's shareholders tender their
shares to CSX in the CSX Offer, Conrail's Board did not conclude that doing
so would be in the best interests of Conrail's shareholders.

(p) That in recommending that Conrail's shareholders approve the
Charter Amendment, the Conrail Board did not conclude that doing so would
be in the best interests of Conrail's shareholders.

(q) That in recommending that Conrail shareholders tender their shares
to CSX in the CSX Offer, primary weight was given by the Conrail Board to
interests of persons and/or groups other than Conrail's shareholders.

(r) That in recommending that Conrail shareholders tender their shares
to CSX in the CSX Offer, primary weight was given to the personal interests
of defendant LeVan in increasing his compensation and succeeding Mr. Snow
as Chairman and Chief Executive Officer of the combined CSX/Conrail
company.

(s) That the Continuing Director Requirement in Conrail's Poison Pill
(described below in paragraphs 54 through 60, adopted by Conrail's board in
September 1995 and publicly disclosed at that time, is illegal and ultra
vires under Pennsylvania law and therefore is void and unenforceable."

A copy of the Norfolk Southern complaint is attached hereto as Exhibit
(c)(8), is incorporated herein by reference and the foregoing summary
description is qualified in its entirety by reference to such exhibit.

On October 24, 1996, Conrail issued a press release announcing that a
hearing on the preliminary injunction being sought by Norfolk Southern has been
scheduled to be heard on November 12, 1996. A copy of the press release is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference.

On October 24, 1996, Norfolk Southern filed with the Securities and
Exchange Commission (the "Commission") a Tender Offer Statement on Schedule
14D-1 with respect to its offer to purchase all outstanding Shares referred to
above.

ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text thereto:

(a)(8) Text of press release issued by Norfolk Southern, dated October 23,
1996.

(a)(9) Text of press release issued by Conrail, dated October 23, 1996.

(a)(10) Text of press release issued by Conrail, dated October 24, 1996.

(c)(8) Complaint in Norfolk Southern et al. v. Conrail Inc., et al. No.
96-CV-7167, filed on October 23, 1996 in the United States District Court for
the Eastern District of Pennsylvania.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

CONRAIL INC.

By /s/ TIMOTHY T. O'TOOLE

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Name: Timothy T. O'Toole

Title: Senior Vice
President -- Finance

Dated as of October 25, 1996

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EXHIBIT INDEX

EXHIBIT DESCRIPTION PAGE NO.
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*(a)(1) Offer to Purchase dated October 16, 1996..................................
*(a)(2) Letter of Transmittal.....................................................
*(a)(3) Text of press release issued by Conrail, dated October 15, 1996...........
*(a)(4) Letter to shareholders of Conrail dated October 16, 1996..................
*(a)(5) Form of Summary Advertisement dated October 16, 1996......................
*(a)(6) Opinion of Lazard Freres & Co. LLC........................................
*(a)(7) Opinion of Morgan Stanley & Co. Incorporated..............................
(a)(8) Text of press release issued by Norfolk Southern, dated October 23,
1996......................................................................
(a)(9) Text of press release issued by Conrail, dated October 23, 1996...........
(a)(10) Text of press release issued by Conrail, dated October 24, 1996...........
(b) Not applicable............................................................
*(c)(1) Agreement and Plan of Merger dated as of October 14, 1996.................
*(c)(2) Conrail Stock Option Agreement, dated as of October 14, 1996..............
*(c)(3) CSX Stock Option Agreement dated as of October 14, 1996...................
*(c)(4) Form of Voting Trust Agreement............................................
*(c)(5) Employment Agreement of Mr. LeVan dated as of October 14, 1996............
*(c)(6) Change of Control Agreement of Mr. LeVan dated as of October 14, 1996.....
*(c)(7) Pages 4-5, and 9-14 of Conrail's Proxy Statement dated April 3, 1996......
(c)(8) Complaint in Norfolk Southern et al. v. Conrail Inc., et al., No.
96-CV-7167, filed on October 23, 1996 in the United States District Court
for the Eastern District of Pennsylvania..................................

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* Previously filed.