SCHEDULE 14A INFORMATION

               PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

          Filed by the Registrant / /
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          Check the appropriate box:

          / / Preliminary Proxy Statement

          / / Confidential, for Use of the Commission Only
              (as permitted by Rule 14a-6(e)(2))

          / / Definitive Proxy Statement

          /X/ Definitive Additional Materials

          / / Soliciting Material Pursuant to Section 240.14a-11(c)
              or Section 240.14a-12


                                 CONRAIL INC.

               (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                         NORFOLK SOUTHERN CORPORATION

     (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

          Payment of Filing Fee (Check the appropriate box):

          /X/ No fee required.

          / / Fee computed on table below per Exchange Act Rules
              14a-6(i)(1) and 0-11.

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              transaction applies:

          (2) Aggregate number of securities to which transaction
              applies:

          (3) Per unit price or other underlying value of
              transaction computed pursuant to Exchange Act Rule 0-11 
              (Set forth the amount on which the filing fee is
              calculated and state how it was determined):

          (4) Proposed maximum aggregate value of transaction:

          (5) Total fee paid:

          / / Fee paid previously with preliminary materials.

          / / Check box if any part of the fee is offset as
              provided by Exchange Act Rule 0-11(a)(2) and identify the
              filing for which the offsetting fee was paid previously. 
              Identify the previous filing by registration statement
              number, or the Form or Schedule and the date of its
              filing.

          (1) Amount Previously Paid:

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          (4) Date Filed:



          [NEWSPAPER AD]

          TO ALL CONRAIL CONSTITUENCIES:

          PROTECT YOUR INTERESTS.
          SUPPORT NORFOLK SOUTHERN'S 
          SUPERIOR $115 PER SHARE
          ALL CASH OFFER.

          Join those who are demanding that the Conrail Board
          secure the superior benefits of the Norfolk Southern
          offer for all constituencies.

          GREATER VALUE FOR SHAREHOLDERS

          Norfolk Southern's $115 all-cash, all-shares offer - with
          prompt payment through use of a voting trust - is worth
          18%(1) more than CSX's current deal. And it does not
          subject you to the substantial equity risk presented by
          receiving part of your payment in CSX stock, which has
          already declined 16%(1) since the CSX offer for Conrail was
          announced.

          BETTER FOR CONRAIL EMPLOYEES

          A merger between CSX and Conrail would eliminate
          competitive rail service in 64 cities, and Conrail's
          Hollidaysburg and Altoona shops are within 70  miles of
          CSX's facilities at Cumberland, Maryland.  Redundancies
          like these could add up to lost jobs. A Norfolk
          Southern/Conrail system would have substantially less
          overlap.

               In addition, CSX was recently named again as having
          one of the nation's 50 largest underfunded pensions.(2)
          With a Norfolk Southern/Conrail combination, Conrail
          employees would become part of one of the most
          financially sound and safest major railroads in America.

          A MORE COMPETITIVE ENVIRONMENT FOR SHIPPERS

          A CSX/Conrail combination would eliminate competitive
          service in major markets, such as Philadelphia,
          Baltimore, Youngstown and Pittsburgh.  A Norfolk
          Southern/Conrail combination will provide balanced
          competition by creating a strong rail alternative to
          compete with CSX.

          A STRONGER COMMITMENT TO THE ECONOMIES OF PHILADELPHIA
          AND PENNSYLVANIA

          Norfolk Southern is committed to maintaining a major
          operating presence in Philadelphia and has announced
          plans for a multimodal rail-highway facility at the
          Philadelphia Navy Base.  We are committed to continuing
          to operate Conrail's Hollidaysburg Car Shop and its
          Juaniata Locomotive Shop in Altoona, and will seek to
          promote employment at both locations.  What has CSX
          promised?

          PROTECT YOUR INTERESTS. SHAREHOLDERS SHOULD VOTE NOW
          AGAINST CONRAIL'S PROPOSALS. OTHERS SHOULD MAKE THEIR
          VOICES HEARD.

          [GRAPHIC: CHECKMARK IN BOX ABOVE THE WORDS "VOTE
          AGAINST"]

          CONRAIL SHAREHOLDERS
          Protect the value of your shares. Vote now on Norfolk
          Southern's GOLD proxy card AGAINST Conrail's proposals to
          "opt out" of Pennsylvania's Fair Value Statute and to
          adjourn the special meeting scheduled for January 17. Be
          sure Norfolk Southern receives your proxy before January
          17.

          CONRAIL ESOP PARTICIPANTS
          Your vote is especially important since each vote
          represents several votes.  Use your GREEN instruction
          card to confidentially instruct your Trustee to vote
          AGAINST Conrail's proposals. Be sure the trustee receives
          your instruction card by January 15.

          [NORFOLK SOUTHERN LOGO]

          Important: If you have any questions, please call our
          solicitor, Georgeson & Company Inc. toll free at 800-223-
          2064. Banks and brokers call 212-440-9800.

          (1) Based on the closing price of CSX common stock on
          January 6, 1997. (2) Pension Benefit Guaranty Corporation:
          News Release 97-09, 12/12/96.

          January 8, 1997


          [PRESS RELEASE]
          FOR IMMEDIATE RELEASE
          January 8, 1997

          Media Contact:  Robert Fort
          (757) 629-2710 

          NORFOLK, VA -- Norfolk Southern Corporation (NYSE:NSC)
          today announced that it is extending its previously
          announced tender offer for shares of Conrail. The tender
          offer has been extended through 12:00 midnight, New York
          City time, on Friday, January 24, 1997.  Norfolk Southern
          continues to offer $115 cash per share for all shares of
          Conrail.  According to the depositary for the Norfolk
          Southern tender offer, approximately 2,568,000 Conrail
          shares had been tendered and not withdrawn pursuant to
          Norfolk Southern's offer as of the afternoon of January
          7.

               Norfolk Southern also said that it has received
          signed commitment letters from banks in amounts more than
          sufficient to fund its current offer.  Accordingly, the
          financing condition of the Norfolk Southern offer has
          been satisfied. 

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