As filed with the Securities and Exchange Commission on
November 25, 1997 Registration No. ________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
NORFOLK SOUTHERN CORPORATION
(Exact name of issuer as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
52-1188014
(I.R.S. Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia
(Address of Principal Executive Offices)
23510-2191
(Zip Code)
THRIFT AND INVESTMENT PLAN
OF NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
(Full title of the plan)
JAMES C. BISHOP, JR., Esquire
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:
(757) 629-2750
__________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of regis-
to be to be price offering tration
registered registered per share* price* fee
_________________________________________________________________
Norfolk 7,000,000 $31.78125 $222,468,750 $67,414.77
Southern shares
Corporation
Common Stock,
$1.00 par value
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
_________________________________________________________________
*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457 (c) and (h),
based upon a price of $31.78125 per share for 7,000,000 shares of
Common Stock issued under the Thrift and Investment Plan of
Norfolk Southern Corporation and Participating Subsidiary
Companies, such price being the average of the high and low
prices of the Common Stock reported in the consolidated reporting
system on November 21, 1997, a date within five business days
prior to the date of filing this Registration Statement.
NOTE: Pursuant to Rule 429, the Prospectus which relates to this
Registration Statement contains all of the information which
would currently be required in a prospectus relating to the
securities covered by Registration Statement No. 33-44188.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement is solely for the registration of
additional Norfolk Southern Corporation Common Stock for issuance
under the Thrift and Investment Plan of Norfolk Southern
Corporation and Participating Subsidiary Companies ("Plan").
Therefore, pursuant to General Instruction E to Form S-8, the
contents of the earlier registration statement relating to the
plan (File No. 33-44188), including all post-effective amendments
thereto, are incorporated by reference into this Registration
Statement.
Item 8. Exhibits.
Exhibit Number Description
23 Consent of Independent Auditors
(a) Consent of KPMG Peat Marwick LLP
<PAGE>
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
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
and Commonwealth of Virginia, on this 25th day of November, 1997.
NORFOLK SOUTHERN CORPORATION
By: /s/ David R. Goode
David R. Goode
(Chairman, President and Chief
Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Norfolk
Southern Corporation hereby severally constitute James C. Bishop,
Jr. and Henry C. Wolf, and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, any and all amendments to the Registration
Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable
Norfolk Southern Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to any and all amendments to said
Registration Statement.
Signature Title
/s/ David R. Goode Chairman, President and Chief
(David R. Goode) Executive Officer and Director
and (Principal Executive
Officer)
/s/ Henry C. Wolf Executive Vice President-
(Henry C. Wolf) Finance (Principal Financial
Officer)
/s/ John P. Rathbone Vice President and Controller
(John P. Rathbone) (Principal Accounting Officer)
/s/ Gerald L. Baliles
(Gerald L. Baliles) Director
/s/ Carroll A. Campbell, Jr.
(Carroll A. Campbell, Jr.) Director
/s/ Gene R. Carter
(Gene R. Carter) Director
/s/ L. E. Coleman
(L. E. Coleman) Director
/s/ T. Marshall Hahn, Jr.
(T. Marshall Hahn, Jr.) Director
/s/ Landon Hilliard
(Landon Hilliard) Director
/s/ E. B. Leisenring, Jr.
(E. B. Leisenring, Jr.) Director
/s/ Arnold B. McKinnon
(Arnold B. McKinnon) Director
/s/ Jane Margaret O'Brien
(Jane Margaret O'Brien) Director
/s/ Harold W. Pote
(Harold W. Pote) Director
<PAGE>
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the managers (persons who administer the employee
benefit plan) of the Thrift and Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies have
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Norfolk, Commonwealth of Virginia, on this 25th day of
November, 1997.
THRIFT AND INVESTMENT PLAN OF
NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
By /s/ L. Ike Prillaman
(L. Ike Prillaman, Manager)
By /s/ Henry C. Wolf
(Henry C. Wolf, Manager)
By /s/ Paul N. Austin
(Paul N. Austin, Manager)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
23 Consent of Independent Auditors
(a) Consent of KPMG Peat Marwick LLP
Exhibit 23
The Board of Directors
Norfolk Southern Corporation:
We consent to incorporation by reference in the registration
statement on Form S-8 of Norfolk Southern Corporation and
subsidiaries of our report dated January 28,1997, except as to
the second and third paragraphs of Note 15, which are as of
February 12, 1997, relating to the consolidated balance sheets of
Norfolk Southern Corporation and subsidiaries and as of
December 31, 1996 and 1995, and the related consolidated
statements of income, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended
December 31, 1996, and the related consolidated financial
statement schedule, which report appears in the December 31,
1996, annual report on Form 10-K of Norfolk Southern Corporation
and subsidiaries.
/s/ KPMG Peat Marwick LLP
November 25, 1997
Norfolk, Virginia
