ROANOKE TIMES 
                      Copyright (c) 1997, Roanoke Times

DATE: Tuesday, January 14, 1997              TAG: 9701140090
SECTION: BUSINESS                 PAGE: B6   EDITION: METRO 
SOURCE: GREG EDWARDS

NS OFFERS STOCKHOLDERS OF CONRAIL A NEW DEAL

Norfolk Southern Corp. said Monday it will buy 9.9 percent of Conrail Inc.'s stock for $115 per share if Conrail shareholders vote NS' way this week.

At a meeting Friday, Conrail shareholders will be asked by the Philadelphia-based railroad's management to approve proposals that would clear the way for a merger between Conrail and CSX Corp. of Richmond.

Competitor NS said its offer for the Conrail stock is contingent only on the shareholders' defeat of those proposals, one of which would let CSX pay for 40 percent of Conrail's shares with cash and the rest with CSX stock.

The current NS offer is $115 per share, all cash, compared with CSX's cash-and-stock offer, which represents an average payout of about $100 for each Conrail share.

NS said it could not buy any more than 9.9 percent of Conrail's stock without triggering a Conrail anti-takeover measure, but a shareholders' vote to reject the CSX-Conrail merger plan would "signal the beginning of the process to unseat Conrail directors at Conrail's next annual meeting."

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