Registration No. - 33-25713
Post-Effective Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
NORFOLK SOUTHERN CORPORATION
(Exact name of issuer as specified in its charter)
Virginia 52-1188014
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Commercial Place 23510-2191
Norfolk, Virginia (Zip Code)
(Address of Principal Executive Offices)
EMPLOYEE STOCK PURCHASE PLAN OF
NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
(Full title of the plan)
JOHN S. SHANNON, Esq.
Executive Vice President - Law
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(804) 629-2630
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
33-25713 IS BEING FILED PURSUANT TO UNDERTAKING NO. 3 WHICH
REQUIRES THE REGISTRANT TO REMOVE FROM REGISTRATION BY MEANS OF A
POST-EFFECTIVE AMENDMENT ANY OF THE SECURITIES REGISTERED WHICH
REMAIN UNSOLD AT THE TERMINATION OF THE OFFERING. THE EMPLOYEE
STOCK PURCHASE PLAN OF NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES WAS TERMINATED EFFECTIVE
MARCH 31, 1995. AT THAT TIME, 681,653 SHARES REMAINED UNSOLD AND
SHOULD BE REMOVED FROM REGISTRATION.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, Norfolk Southern Corporation certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on
this 20th day of June, 1995.
NORFOLK SOUTHERN CORPORATION
By /s/ David R. Goode
(David R. Goode)
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to the Registration Statement
has been signed below on this 20th day of June, 1995, by the
following persons in the capacities indicated.
Signature
Title
/s/ David R. Goode Chairman, President and
(David R. Goode) Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ Henry C. Wolf Executive Vice President
(Henry C. Wolf) (Principal Financial Officer)
/s/ John P. Rathbone Vice President and Controller
(John P. Rathbone) (Principal Accounting Officer)
___________________________
(Gerald L. Baliles) Director
___________________________
(Gene R. Carter) Director
______________*____________
(L. E. Coleman) Director
______________*____________
(T. Marshall Hahn, Jr.) Director
___________________________
(Landon Hilliard) Director
______________*____________
(E. B. Leisenring, Jr.) Director
___________________________
(J. Margaret O'Brien) Director
______________*____________
(Arnold B. McKinnon) Director
_____________*_____________
(Robert E. McNair) Director
__________________________
(Harold W. Pote) Director
* By /s/ John S. Shannon
(John S. Shannon)
(Attorney-in Fact)
