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                                CONRAIL INC.
              (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                        NORFOLK SOUTHERN CORPORATION

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     FOR IMMEDIATE RELEASE
     December 27, 1996

                         Media Contact:  Robin Chapman
                         757-629-2713

     NS ASKS STB TO RULE CSX-CONRAIL "LOCK-OUT" PROVISION UNLAWFUL

     NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today
     asked the Surface Transportation Board to rule that a December 18
     amendment to the merger agreement between CSX and Conrail
     constitutes unlawful control by one railroad over another.

          The amendment prohibits Conrail, without CSX's consent, from
     entering into or discussing a merger agreement with any other
     company until 1999, even if Conrail shareholders or the STB
     disapprove the proposed CSX merger.

          "Unless the Board intervenes to protect its jurisdiction
     over the control of one rail carrier by another," Norfolk
     Southern said in its petition to the STB, "CSX will be able to
     use the unlawful control afforded by the lock-out provision to
     coerce a critical vote of Conrail stockholders scheduled for
     January 17, 1997, by portraying CSX as the only choice available
     to them -- even though the terms of CSX's acquisition would
     provide Conrail's shareholders other than CSX $1.16 billion less
     than Norfolk Southern's offer and even though a CSX-Conrail
     consolidation on its face presents extremely serious competitive
     issues, as CSX officials acknowledged years ago in testimony to
     Congress."

          Norfolk Southern said that while provisions are commonly
     used in merger agreements that allow the merging parties time to
     secure needed corporate and regulatory approvals to consummate
     the transaction, a "lock-out" extending more than one year after
     the expected date of the STB's final decision on the CSX-Conrail
     merger is "extraordinary and wholly unjustified" and is intended
     to coerce Conrail shareholders to approve the transaction.

          "The obvious and only intent of the amended lock-out
     provision is to preclude even the possibility of NS's superior
     offer from being realized for so long that Conrail shareholders
     will feel that they are left with no other effective choice but
     to accept the CSX merger," Norfolk Southern said.

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