ROANOKE TIMES 
                      Copyright (c) 1997, Roanoke Times

DATE: Wednesday, January 29, 1997            TAG: 9701290083
SECTION: BUSINESS                 PAGE: B-6  EDITION: METRO 
DATELINE: WASHINGTON
SOURCE: Bloomberg Business News

CONRAIL BOARD SAYS IT'S NEUTRAL SHAREHOLDERS CAN CASH IN ON NS OFFER

Conrail's directors, for weeks adamant in their support of selling the company only to CSX Corp., now say they are neutral on a bid by hostile suitor Norfolk Southern Corp. to purchase as many as 8.2 million Conrail common shares.

Conrail said Tuesday that its board voted unanimously Monday to ``express no opinion'' on the NS offer to pay $115 per share in cash for the 8.2 million shares. The vote was reported in a filing Tuesday by the company with the Securities and Exchange Commission.

``Conrail shareholders who desire to receive cash now for a portion of their shares should feel free'' to accept the NS offer, Conrail said.

``Conrail shareholders who desire to participate in the long-term growth of the railroad industry'' shouldn't tender their shares, the board said.

NS is bidding against a plan by CSX Corp. to acquire Conrail for $110 a share. Norfolk promised to buy the 9.9percent stake after Conrail shareholders voted against a key provision in the CSX-Conrail merger plan.

The Conrail board remains fully committed to the merger with CSX, Conrail said in a press release that accompanied the filing. Conrail officers don't plan to tender their shares to NS, the filing said.

The company still favors a CSX/Conrail merger "because it firmly believes that such a combination will create the world's leading freight transportation and logistics company, and in doing so, will best serve the interests of all of Conrail's constituencies," Conrail CEO David LeVan wrote in a letter to shareholders released Tuesday.

"In addition, the Conrail board continues to believe that a sale to Norfolk is not in the best interests of Conrail," he said.

NS did not react to the Conrail statements, but the issue is expected to surface today when the company's executives hold a regular quarterly meeting in New York with securities analysts.

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