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                                                                 Exhibit (a)(8)

     NORFOLK SOUTHERN PLANS ALL CASH $100 PER SHARE OFFER FOR CONRAIL, INC.

        NEW YORK, NY -- Norfolk Southern Corporation (NYSE:NSC) announced today
that it will be commencing an all cash tender offer for all of the outstanding
common shares and Series A ESOP convertible junior preferred shares of Conrail,
Inc. (NYSE:CRR), at a price of $100 per share. Following the completion of the
tender offer, Norfolk Southern intends to effect a merger in which all
remaining Conrail shareholders will also receive the same cash price paid in
the tender offer.

        "This proposal is better on every point than the CSX/Conrail proposal
announced last week. A combined Norfolk Southern-Conrail will create a more
balanced eastern rail system and will do so by increasing, rather than
diminishing, competition in the industry," said David R. Goode, Chairman,
President and Chief Executive Officer of Norfolk Southern.

        "For customers, it provides single-line access to some of the largest
markets in the world. It combines Conrail with the industry leader in safety,
efficiency, innovation and service. For Norfolk Southern shareholders and
employees of both companies, the merger provides the opportunities that come
with greater growth -- more than either company could have achieved on its own.
And, for Conrail shareholders, this offer is superior."

        Based upon the per share closing price of the CSX (NYSE-CSX) shares
yesterday, Norfolk Southern's $100 per share offer represents a premium of
$11.49 (13%) over the blended value of CSX's 40% cash and 60% stock proposal.
Norfolk Southern's offer will provide for a voting trust to hold the Conrail
shares acquired in the tender offer and merger and thereby allow Conrail
shareholders to receive immediate payment for their shares in the tender offer
and merger.

        The tender offer will be conditioned upon, among other things, the
receipt by Norfolk Southern of an informal written opinion from the staff of
the Surface Transportation Board that the use of the voting trust is consistent
with the policies of the STB, Norfolk Southern having obtained sufficient
financing for the tender offer and subsequent merger, the valid tender of a
majority of Conrail's shares on a fully diluted basis, Subchapter 25F of
Pennsylvania's Business Corporation Law not being applicable to the offer,
Conrail's poison pill having been redeemed or otherwise made inapplicable to
Norfolk Southern's tender offer, the merger agreement between CSX and Conrail
having been terminated in accordance with its terms and other customary
conditions. The complete terms and conditions of the tender offer will be set
forth





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in the offering documents to be filed shortly with the Securities and Exchange
Commission.

        Norfolk Southern already has commitments for $4 billion of the
necessary financing from Merrill Lynch and JP Morgan and a letter indicating
they are highly confident that the balance is available.

        Norfolk Southern is a transportation holding company which operates a
14,500 mile rail system in 20 states and one Canadian province, as well as a
trucking company.

        Following is the complete text of a letter sent from David R. Goode to
the Board of Directors of Conrail.

October 23, 1996

Board of Directors
Conrail Inc.
2001 Market Street
Two Commerce Square
Philadelphia, Pennsylvania 19101

Attention: David M. LeVan, Chairman

Dear Members of the Board:

        For a number of years, other members of our senior management and I
have spoken numerous times with Mr. LeVan, your current Chairman, and with Mr.
Hagan, your former Chairman, and with other senior officers of your company.
During many of these conversations, we at Norfolk Southern expressed a desire
to join our companies together.

        On two recent occasions, in late September and again on October 4, I
contacted Mr. LeVan to reiterate our strong interest in acquiring Conrail and
request a meeting at which I could prevent a concrete proposal. In each case, I
emphasized that I wished to communicate our proposal so that the Conrail Board
would be aware of it during their next meeting. Also in each case, Mr. LeVan
stated that it was unnecessary for me to do so.

        In view of this background, it came as a disappointment to me when it
was announced on October 15 that you had agreed to the proposed acquisition of
Conrail by CSX Corporation. We regret that, despite knowing our long-term
interest in joining Conrail with Norfolk Southern, your chairman ignored our
long-standing offer to submit a business combination proposal to you.

        Since October 15, we have been analyzing the proposed CSX transaction
and have been considering the possibility of making a proposal that would be
demonstrably superior to your proposed transaction with CSX. We now have
completed that process and are using this letter to communicate our conclusions
to you.

        On behalf of Norfolk Southern, I am hereby making the following
proposal. Our proposal is that Norfolk Southern would acquire all of the
outstanding shares of Conrail common stock for

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cash at a price of $100.00 per share. This would be accomplished by a "first
step" cash tender offer for all outstanding shares of Conrail, followed by a
"second step" merger in which Conrail's remaining shareholders would receive
the same cash purchase price per share paid in the offer. This offer represents
a premium of $11.49 (13%) over the blended value of CSX's proposal based on
yesterday's closing price of CSX shares. Our offer will provide for a voting
trust to hold the Conrail shares acquired in the tender offer and merger and
thereby allow Conrail shareholders to receive immediate payment for all their
shares in the tender offer and merger.

        To underscore the seriousness of our intentions, we are commencing
promptly a cash tender offer, which can serve as the "first step" tender offer
contemplated by our proposal. On the other hand, unless and until you terminate
your pending proposed transaction with CSX in a manner permitted under the
terms of your merger agreement with CSX and enter into an agreement with us,
our cash tender offer will stand on its own as an offer made directly to your
shareholders.

        Subject to your Board's favorable response to our proposal, we are
prepared to negotiate a merger agreement on substantially the same terms and
conditions as your proposed transaction with CSX, except as it would be
modified to reflect the all-cash consideration that we are offering. In
addition, we are prepared to offer significant representation of Conrail
directors on the Norfolk Southern Board, to consider locating the corporate
headquarters of the combined company in Philadelphia and to discuss an
appropriate position for your Chairman following a transaction with us. We
believe that we offer your senior management opportunities for continued career
growth that appear to us not to exist with CSX. Although we determined that it
was appropriate, under the circumstances, to commence our cash tender offer,
our strong preference would be to negotiate a merger agreement with you.

        The price we are offering in our proposal, $100 per share, clearly
provides significantly greater and more certain value to your shareholders than
the proposed transaction with CSX. In addition, we believe our proposed
transaction can be completed on a more timely basis than the proposed CSX
transaction. Accordingly, we strongly believe that, pursuant to Section 4.2 of
your agreement with CSX, you should promptly request and obtain from your
counsel their advice confirming that you are obligated by principles of
fiduciary duty to consider our proposal. Also, we expect that, upon your
receipt of such advice and consistent with your clear fiduciary duties, you
will give us access to at least all the same information you furnished to CSX
in the course of your discussions and negotiations with them and that you will
discuss and negotiate with us the details of our proposal. In addition, you
should take whatever other actions are reasonably necessary or appropriate so
that we may operate on a level playing field with CSX and any other

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companies which may be interested in acquiring Conrail.

        Besides the benefits for your shareholder constituency, we are
confident that Conrail's employees, suppliers, customers, creditors and the
communities in which Conrail is located will be better served by the
combination of Norfolk Southern and Conrail as compared with the CSX proposal.
Moreover, because a Norfolk Southern merger presents a substantially more
favorable competitive and regulatory picture, our proposal is more consistent
with both the long and short-term interests of Conrail. We look forward to the
opportunity to directly discuss these matters with you in the manner they would
have been communicated before the hasty attempt to lockup a deal with CSX. To
ensure that your Board fulfills its fiduciary obligations and to resolve
certain other issues, we have today commenced litigation in the Federal
District Court for the Eastern District of Pennsylvania.

        Our Board of Directors is fully supportive of our Proposal and has
authorized and approved it. Consistent with our Board's action, we and our
advisors stand ready, willing and able to meet with you and your advisors at
your earliest convenience. I want to stress that we are flexible as to all
aspects of our proposal, including the possibility of substituting a
substantial equity component to our present offer so that your shareholders
could have a continuing interest in the combined enterprise, and are anxious to
proceed to discuss and negotiate it with you as soon as possible.
        
        Personally and on behalf of my colleagues at Norfolk Southern, I look
forward to hearing from you soon and working with you on our proposal.

Sincerely,

David R. Goode

cc: All Directors

Contact:
Robert C. Fort
(604) 629-2714

(sf)