The Virginian-Pilot
                             THE VIRGINIAN-PILOT 
              Copyright (c) 1997, Landmark Communications, Inc.

DATE: Saturday, February 22, 1997           TAG: 9702220274
SECTION: BUSINESS                PAGE: D1   EDITION: FINAL 
SOURCE: BY CHRISTOPHER DINSMORE, STAFF WRITER 
                                            LENGTH:   43 lines

NORFOLK SOUTHERN FORWARDS REPORT TO TRANSIT BOARD IN BID FOR CONRAIL

Norfolk Southern Corp. started the clock Friday on its pending application to federal regulators for permission to buy Conrail Inc.

The Norfolk-based railroad announced that it has filed a preliminary environmental report with the Surface Transportation Board, the agency that must approve any railroad takeover. Under STB rules, the confidential environmental report must be filed at least 30 days prior to the primary application.

There was no indication Friday that CSX Corp. had already filed the same paperwork necessary to advance its competing application to take over Conrail.

Richmond-based CSX has said that its application would be filed by March 1, but on Friday a spokesman would not say whether it had filed the environmental report.

STB officials could not be reached.

In a separate filing with the Securities and Exchange Commission on Friday, Norfolk Southern disclosed that Conrail and Pennsylvania officials agreed Wednesday to an extension of a Nov. 8 federal court order that prohibits Conrail from implementing its ``poison-pill'' anti-takeover defense.

Norfolk Southern has been battling CSX in federal courtsand board rooms for control of Philadelphia-based Conrail, the Northeastern freight railroad. So far, they have fought to a draw. Norfolk Southern has prevailed with Conrail shareholders while CSX has won some key court battles.

CSX and Conrail agreed to a merger in October now worth $9.4 billion. Afraid of being cut out of the Northeast, Norfolk Southern launched a competing bid for Conrail that is now worth $10.3 billion.

Officials at the three railroads met three weeks ago to discuss possible compromises and agreed at that point not to publicly discuss any subsequent meetings. It's unclear now if any meetings have occurred.

Norfolk Southern's filing signals that the fight for Conrail will now turn to the Surface Transportation Board. The STB has set a 365-day schedule for reviewing the pending applications for control of Conrail.

MEMO: Staff Writer Christopher Dinsmore can be phoned at (757) 446-2271

or e-mailed at dins(AT)pilotonline.com

KEYWORDS: CONRAIL CSX NORFOLK SOUTHERN MERGER


by CNB