Registration Statement No. 33-556
Post-Effective Amendment No. 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 2
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)
NORTH AMERICAN VAN LINES, INC.
EMPLOYEE SAVINGS PLAN AND TRUST
(Full title of the plan)
JAMES C. BISHOP, 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:
(757) 629-2750
</PAGE>
THIS POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO.
33-556 IS BEING FILED TO REMOVE FROM REGISTRATION 143,488
SECURITIES WHICH REMAIN UNSOLD. EFFECTIVE MARCH 20, 1998, THE
NORTH AMERICAN VAN LINES, INC. EMPLOYEE SAVINGS PLAN AND TRUST
WAS AMENDED TO ELIMINATE NORFOLK SOUTHERN COMMON STOCK AS AN
INVESTMENT OPTION. SHARES OF NORFOLK SOUTHERN COMMON STOCK
REMAINING UNSOLD AS OF THAT DATE 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 29th day of April, 1998.
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 29th day of April, 1998, 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
______________*_____________
(Carroll A. Campbell, Jr.) Director
______________*_____________
(Gene R. Carter) Director
______________*____________
(L. E. Coleman) Director
______________*____________
(T. Marshall Hahn, Jr.) Director
______________*____________
(Landon Hilliard) Director
______________*____________
(E. B. Leisenring, Jr.) Director
______________*____________
(Arnold B. McKinnon) Director
______________*_____________
(Jane Margaret O'Brien) Director
_____________*_____________
(Harold W. Pote) Director
* By /s/ James C. Bishop
(James C. Bishop)
(Attorney-in Fact)
