SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 2, 1998 (September 1, 1998)
NORFOLK SOUTHERN CORPORATION
(Exact name of Registrant as specified in its charter)
Virginia 1-8339 52-1188014
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
(Address of principal executive offices)
(757) 629-2600
(Registrant's telephone number)
No Change
(Former name or former address, if changed since last report)
Item 5. Other Events.
Effective September 1, 1998, Norfolk and Western Railway Company
("N&W") was merged with and into its parent Norfolk Southern Railway
Company ("NSR"), the registrant's wholly-owned rail subsidiary. Pursuant
to the terms of the related Agreement and Plan of Merger, NSR is the
surviving company and formally succeeds to all N&W's assets and
liabilities, including its obligations in respect of the following debt
securities registered pursuant to Section 12(b) of the Securities Exchange
Act (the "N&W Debt Securities"):
(i) $1,754,900.00 4.85% Subordinated Income Debentures of NW due
November 15, 2015, and
(ii) $4,466,000.00 6% Subordinated Income Debentures of The Virginian
Railway Company due August 1, 2008.
Following the merger, the N&W Debt Securities will continue to be
listed on the New York Stock Exchange under their current designations.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NORFOLK SOUTHERN CORPORATION
(Registrant)
By: /s/ Dezora M. Martin
_________________________
(signature)
Dezora M. Martin
Corporate Secretary
Date: September 2, 1998
