CSX Raises Cash Portion of its Agreement
                    with Conrail to $110 per Conrail Share

             Conrail Board Unanimously Approves CSX Amended Offer

          Conrail Board Unanimously Rejects Norfolk Southern's Offer

    RICHMOND, Va. and PHILADELPHIA, Nov. 6 /PRNewswire/ -- CSX Corporation
(NYSE: CSX) and Conrail Inc. (NYSE: CRR) today announced that they have
amended the terms of their merger agreement.  Under the revised terms, CSX has
raised the cash portion of its offer to $110 per Conrail share.
    Conrail also announced that its Board of Directors carefully considered
the relative merits of a merger with Norfolk Southern rather than with CSX,
and unanimously reaffirmed that a merger with CSX is in Conrail's best
interest and is the superior strategic combination for Conrail.  The Conrail
Board determined that a transaction with Norfolk Southern is not in the best
interest of Conrail and its constituencies.
    David M. LeVan, chairman, president and chief executive officer of
Conrail, said, "Our two companies have now agreed to significantly increase
the value to be received by the Conrail shareholders, and Conrail's other
constituencies will continue to get tremendous benefits resulting from the CSX
merger.
    "On October 14, 1996, the Conrail Board unanimously approved a merger of
equals with CSX to create one of the world's leading transportation and
logistics companies," Mr. LeVan continued. "That transaction provided value to
our shareholders at the high-end of what has been paid in other railroad
mergers, and it clearly was and is in the best interests of Conrail and its
constituencies.  Before approving that merger, we carefully considered the
relative merits of a merger with Norfolk Southern rather than with CSX, and we
unanimously determined that a merger with CSX was in Conrail's best interest
and was the superior strategic combination for Conrail.  In making that
decision we were fully aware that Norfolk Southern had expressed an interest
in acquiring Conrail.  We have now reaffirmed that decision."
    John W. Snow, CSX chairman, president and chief executive officer, said,
Our decision to increase the cash portion of the offer not only reflects CSX's
commitment to completing the transaction, but also accounts for the increased
value we have determined will be realized through the merger.  Further
analysis by our management team, working with its counterpart at Conrail, has
identified at least $730 million in synergies and cost savings, $180 million
more than originally anticipated.

    "Following the combination of our two companies, we expect immediate net
traffic benefits of about $165 million and cost savings totaling approximately
$565 million," continued Mr. Snow.  "Importantly, we will realize these
benefits rapidly by working closely together.  This is especially significant
since Conrail shareholders who receive CSX shares as consideration for their
shares, will benefit from what we expect will be a substantial increase in the
value of those shares.
    "Furthermore, it is apparent that the merger between CSX and Conrail will
produce significant public policy benefits.  The service and pricing
advantages we will offer shippers will reduce truck traffic along the now
congested interstate corridors throughout the region.  We also will be able to
provide a safer, more reliable operating environment for passenger services.
Only the CSX/Conrail combination offers so many significant benefits to
customers and the greater public," Mr. Snow added.
    "The hostile Norfolk Southern bid is burdened with a series of significant
conditions.  Given all the obstacles in the path of Norfolk Southern's bid,
Conrail shareholders would have to wait a prolonged amount of time to receive
payment for their shares.  Meanwhile, the CSX/Conrail combination offers an
immediate opportunity to move forward together creating real, substantive
value for both Conrail and CSX shareholders.
    "The merger of CSX and Conrail is driven by a compelling logic.  Together,
CSX and Conrail will create the leading global freight transportation and
logistics management company and provide dramatically improved rail service to
our customers east of the Mississippi.  Shippers and receivers throughout the
region will benefit from significantly enhanced competition, much better
service and more competitive pricing.  Our combined railroad will grow
significantly and operate with maximum efficiency," Mr. Snow said.
    "Clearly, the combination of CSX and Conrail provides the best overall
package of benefits to our constituencies, including customers, the
communities we serve, and the public-at-large.  We welcome the strong support
of the Conrail Board of Directors and look forward to a bright future as our
new company moves full speed into the 21st Century," concluded Mr. Snow.
    The significant amendments to the CSX/Conrail merger agreement include:
    The increase of the cash portion of the transaction to $110 per Conrail
share.  The structure of the proposed merger will remain the same: 40 percent
of the fully diluted shares of Conrail's common stock and ESOP preferred stock
will be acquired at the new price and the remaining 60 percent will be
exchanged for CSX stock at the originally agreed-upon exchange ratio of
1.85619 CSX shares for each Conrail share;
    An extension by three months of the period of time during which the
Conrail Board of Directors cannot withdraw its support of the merger agreement
or agree to any competing transaction.  As now extended, such provisions will
run until July 12, 1997; and
    Neither party will engage in discussions or enter into any agreement with
other railroad companies (including Norfolk Southern) relating to trackage
rights or other concessions without the participation and agreement of the
other party.
    Additionally, the Conrail Shareholders Meeting scheduled for November 14
has been canceled.  The record date for a new shareholders meeting has been
set at December 5, 1996, and the shareholder meeting is expected to be held in
mid-December.
    CSX's tender offer of $110 per Conrail share is for an aggregate of about
17.9 million shares of Conrail common stock and ESOP preferred stock, or
approximately 19.9 percent of the Conrail outstanding voting stock.  The offer
is subject to certain customary conditions.
    Under the terms of the CSX offer, as amended, the tender offer's
expiration date and withdrawal and proration rights are extended until
Midnight EST, November 20, 1996.  As of the close of business on November 5,
1996,  56,634 Conrail shares had been tendered pursuant to the CSX offer.
    CSX Corporation, headquartered in Richmond, VA, is an international
transportation company offering a variety of rail, container-shipping,
intermodal, trucking, barge and contract logistics management services.
    Conrail, with corporate headquarters in Philadelphia, PA, operates an
11,000-mile rail freight network in 12 northeastern and midwestern states, the
District of Columbia, and the Province of Quebec.

    Attached is a fact sheet on the CSX/Conrail merger of equals, and
additional information regarding this announcement can be found on the
companies' Web sites on the Internet.  CSX's home page can be reached at
http://www.CSX.com.  Conrail's home page can be reached at
http://www.CONRAIL.com.

    FAST FACTS REGARDING THE CSX - CONRAIL MERGER
    The proposed CSX/CRR merger of equals will create a powerful strategic
alliance, the leading transportation company in the world with more than
$14 billion in revenue and operations serving more than 80 countries around
the globe.
    In addition to the railroad, the new company will include the nation's
largest container-shipping (Sea-Land Services) and barging (American
commercial Barge Line) companies, its only full-service, coast-to-coast
intermodal company (CSX Intermodal) and one of the foremost contract logistics
management companies (Customized Transportation Services) in the world.
    For employees and the communities within which they work and live, the
CSX/CRR merger of equals offers the combination of companies with
complementary business mixes, common corporate strategies and compatible
corporate cultures.
    CSX/CRR has agreed to locating the corporate headquarters of the new
company in Philadelphia; to leaving the operating headquarters of the CSXT and
Conrail rail companies in Jacksonville and Philadelphia for the foreseeable
future; to a board comprised of an equal number of directors from each
company; and to a defined succession plan that insures the management and
employees, shareholders, customers and communities served by both companies
will have powerful roles and strong voices in the future of the company.
    For shareholders, the CSX/CRR merger of equals offers ownership of an
international transportation company with the scale and efficiency at home and
abroad to compete effectively and generate attractive returns well into the
21st Century.
    For customers, the CSX/CRR combination provides a 29,000 route mile rail
system that would span 22 states and offer vastly improved service to
virtually all major markets east of the Mississippi.  Such a system will
provide the highest quality service to customers as a result of faster, more
reliable service, shorter routes, an improved cost structure, better equipment
supply and utilization and more single-line service.
    The proposed CSX/CRR merger of equals allows realization of public policy
benefits that cannot be accomplished through any other combination.
    More passenger trains will use the combined CSX/CRR rail system than any
other in the United States.  These include not only Amtrak's, but also those
operated by commuter services in Boston, New York, Philadelphia, Baltimore and
Washington.  Freight and passenger trains currently share the same tracks in
these areas.  Improved coordination, scheduling and operation of freight and
passenger services will reduce delays and improve safety and service for
passengers.  Similar options may exist in other parts of the combined system
in the future as hard-pressed urban planners increasingly turn to rail
transportation to relieve highway congestion, save scarce public resources and
improve air quality.
    The proposed CSX/CRR merger of equals offers improved rail competition to
Northeast and Midwest markets and an opportunity to improve the social and
economic benefits of the entire transportation infrastructure of the region
through increased, more effective competition with the trucking industry and
through additional intermodal cooperation.

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