UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Norfolk Southern Railway Company
_________________________________________________________________
(Name of Issuer)
$2.60 Cumulative Preferred Stock, Series A
(no par value, $50 stated value)
_________________________________________________________________
(Title of Class of Securities)
655855 20 3
________________________________
(CUSIP Number)
James C. Bishop, Jr.
Executive Vice President - Law
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(804) 629-2630
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 26, 1996
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
NORFOLK SOUTHERN CORPORATION
52-1188014
(2) Check the appropriate box if a member (a) [ ]
of a group: (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC, AF
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Virginia
(7) Sole Voting Power: 167,443 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 167,443 (see Item 5)
(10) Shared Dispositive Power: 100,120 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 267,563 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 22.35%
(14) Type of Reporting Person HC, CO
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
NORFOLK SOUTHERN RAILWAY COMPANY
53-6002016
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: AF
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Virginia
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0 (see Item 5)
(10) Shared Dispositive Power: 100,120 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 100,120 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 8.4%
(14) Type of Reporting Person CO
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
NORFOLK AND WESTERN RAILWAY COMPANY
54-0321560
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: AF
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Virginia
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 90,342 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 90,342 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 7.6%
(14) Type of Reporting Person CO
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
GEORGIA SOUTHERN AND FLORIDA RAILWAY COMPANY
53-6001292
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Georgia
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 204 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 204 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.02%
(14) Type of Reporting Person CO
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
HIGH POINT, RANDLEMAN, ASHEBORO
AND SOUTHERN RAILROAD COMPANY
52-0792624
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: North Carolina
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 3,920 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 3,920 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.3%
(14) Type of Reporting Person CO
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
RAIL INVESTMENT COMPANY
54-1602007
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Delaware
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 90,342 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 90,342 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 7.6%
(14) Type of Reporting Person CO
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
STATE UNIVERSITY RAILROAD COMPANY
53-6002038
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: North Carolina
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 1,640 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 1,640 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.01%
(14) Type of Reporting Person CO
<PAGE>
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
YADKIN RAILROAD COMPANY
52-0793037
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: North Carolina
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 4,014 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,014 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.03%
(14) Type of Reporting Person CO
<PAGE>
This Statement amends the Schedule 13D dated June 21, 1989,
as amended by Amendment No. 1 dated January 11, 1990, Amendment
No. 2 dated August 8, 1990, Amendment No. 3 dated May 22, 1991,
Amendment No. 4 dated February 7, 1992, Amendment No. 5 dated
April 8, 1992, Amendment No. 6 dated May 24, 1994, Amendment No.
7 dated October 7, 1994, Amendment No. 8 dated April 19, 1995,
Amendment No. 9 dated October 23, 1995, Amendment No. 10 dated
March 8, 1996, and Amendment No. 11 dated May 3, 1996 (the
"Schedule 13D"), of Norfolk Southern Corporation; Norfolk
Southern Railway Company; Norfolk and Western Railway Company;
Georgia Southern and Florida Railway Company; High Point,
Randleman, Asheboro and Southern Railroad Company; Rail
Investment Company; State University Railroad Company; and Yadkin
Railroad Company, relating to the Preferred Stock of Norfolk
Southern Railway Company (formerly CUSIP number 843673 40 1,
changed to CUSIP 655855 20 3, following the Issuer's corporate
name change from Southern Railway Company to Norfolk Southern
Railway Company).
Item 2. Identity and Background.
Appendix I to Item 2 of the Schedule 13D is amended and
restated as set forth on Appendix I to Item 2 attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated as follows:
During the sixty days ended on the date hereof, NS purchased
14,000 shares of Preferred Stock for an aggregate cash
consideration of $575,153.50. During the period from May 23,
1996 to June 26, 1996, NS purchased 14,000 shares of Preferred
Stock for an aggregate cash consideration of $575,153.50.
The full amount of the cash consideration and brokerage
commissions for all 167,348 shares of Preferred Stock purchased
from June 2, 1989, through June 26, 1996, was $6,257,870.90 and
was paid from internally generated funds of NS. For a number of
purchases, NS has paid brokerage commissions of $0.10 per share.
However, a significant number of shares has been purchased
directly by NS through unsolicited offers to sell without payment
of brokerage commissions.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
As of the date of this statement, the Issuer had 1,197,027
shares of Preferred Stock outstanding. The aggregate number of
shares and the approximate percentage of the class of Preferred
Stock beneficially owned by each Filing Person as of the date
hereof is set forth below:
<TABLE>
<CAPTION>
<S> <C> <C>
Filing Person No. of Shares Percentage
NS 267,563 22.35%
Issuer 100,120 8.40%
NW 90,342 7.55%
GSF 204 0.02%
HPRAS 3,920 0.33%
RIC 90,342 7.55%
SURC 1,640 0.14%
Yadkin 4,014 0.34%
</TABLE>
NS owns all the common stock of and controls the Issuer. Through
stock control of GSF, HPRAS, RIC (through stock control of NW),
SURC and Yadkin, the Issuer beneficially owns the 100,120 shares
(or approximately 8.4% of the outstanding shares) of Preferred
Stock owned directly by those companies. However, shares owned
by the Issuer's subsidiaries are not entitled to vote under
Virginia law.
The numbers of shares of Preferred Stock as to which each
Filing Person has the sole or shared power to vote (or to direct
the vote) and the sole or shared power to dispose (or to direct
the disposition) are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Power to Vote Power to Dispose or
or to Direct the Vote to Direct the Disposition
Filing Person Sole Shared Sole Shared
NS 167,443 0 167,443 100,120
Issuer 0 0 0 100,120
NW 0 0 0 90,342
GSF 0 0 0 204
HPRAS 0 0 0 3,920
RIC 0 0 0 90,342
SURC 0 0 0 1,640
Yadkin 0 0 0 4,014
</TABLE>
During the sixty days ended on the date hereof, none of the
Filing Persons nor, to the knowledge of any of the Filing
Persons, any of the persons named in Appendix I to Item 2 hereof
has effected any transactions in Preferred Stock other than as
set forth in Items 3 and 5 hereof or described in Appendix I to
Item 5 annexed hereto.
To the knowledge of the Filing Persons, no subsidiary of any
of the Filing Persons (other than the Filing Persons) and no
executive officer or director of any of the Filing Persons
beneficially owns any shares of Preferred Stock and none of them
has, or knows of any other person who has, the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Preferred Stock
beneficially owned by the Filing Persons, except as described in
Appendix I to Item 5 annexed hereto.
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: June 26, 1996
NORFOLK SOUTHERN CORPORATION
By /s/ William J. Romig
Vice President and Treasurer
NORFOLK SOUTHERN RAILWAY COMPANY
By /s William J. Romig
Vice President
NORFOLK AND WESTERN RAILWAY COMPANY
By /s/ William J. Romig
Vice President
GEORGIA SOUTHERN AND FLORIDA RAILWAY
COMPANY
By /s/ William J. Romig
Vice President
HIGH POINT, RANDLEMAN, ASHEBORO AND
SOUTHERN RAILROAD COMPANY
By /s/ William J. Romig
Vice President
RAIL INVESTMENT COMPANY
By /s/ William J. Romig
President
STATE UNIVERSITY RAILROAD COMPANY
By /s/ William J. Romig
Vice President
YADKIN RAILROAD COMPANY
By /s/ William J. Romig
Vice President
<PAGE>
Appendix I to Item 2
I. The name, principal occupation and principal business
address of each director of Norfolk Southern
Corporation (NS) is set forth below.
(1) Gerald L. Baliles, a director of NS, is principally
employed as a partner in the law firm of Hunton & Williams.
Mr. Baliles's business address is 951 E. Byrd Street, Riverfront
Plaza, East Tower, Richmond, Virginia 23219-4074.
(2) Gene R. Carter, a director of NS, is principally
employed as Executive Director of the Association for Supervision
and Curriculum Development. Dr. Carter's business address is
1250 N. Pitt Street, Alexandria, Virginia 22314-1403.
(3) Lester E. Coleman, a director of NS, is retired from
his former position as Chairman and Chief Executive Officer of
The Lubrizol Corporation (diversified specialty chemical
company). Dr. Coleman's principle address is 14849 Trappers
Trail, Novelty, Ohio 44072.
(4) David R. Goode, a director of NS, is principally
employed as Chairman, President, and Chief Executive Officer of
NS. Mr. Goode's business address is Three Commercial Place,
Norfolk, Virginia 23510-2191.
(5) T. Marshall Hahn, Jr., a director of NS, is principally
employed as Honorary Chairman of the Board of Georgia-Pacific
Corporation (manufacturer and distributor of building products,
pulp and paper products and chemicals). Mr. Hahn's business
address is P. O. Box 105605, Atlanta, Georgia 30348-5605.
(6) Landon Hilliard, a director of NS, is principally
employed as Partner, Brown Brothers Harriman & Co. (a private
bank in New York City). Mr. Hilliard's business address is 59
Wall Street, New York, New York 10005.
(7) E. B. Leisenring, Jr., a director of NS, is principally
employed as Chairman of the Philadelphia Contributionship (the
nation's oldest insurance company). Mr. Leisenring's business
address is One Tower Bridge, Suite 501, West Conshohocken,
Pennsylvania 19428.
(8) Arnold B. McKinnon, a director of NS, is retired from
his former position as Chairman and Chief Executive Officer of
NS. Mr. McKinnon's business address is Three Commercial Place,
Norfolk, Virginia 23510-2191.
(9) Jane Margaret O'Brien, a director of NS, is principally
employed as President of Hollins College. Ms. O'Brien's business
address is P. O. Box 9625, Roanoke, Virginia 24020-9625.
(10) Harold W. Pote, a director of NS, is principally
employed as partner of The Beacon Group (a private investment
partnership focusing on principal investments in energy, real
estate and general corporate buyouts). Mr. Pote's business
address is 375 Park Avenue, 17th Floor, New York, NY 10152.
II. The name, principal occupation and principal business
address of each executive officer of Norfolk Southern
Corporation (NS) not listed under I above is set forth
below. (Unless otherwise indicated, the principal
business address of the executive officers listed below
is Three Commercial Place, Norfolk, Virginia
23510-2191.)
(1) D. Henry Watts is principally employed as Vice Chairman
of NS.
(2) James C. Bishop, Jr. is principally employed as
Executive Vice President-Law of NS.
(3) R. Alan Brogan is principally employed as Executive
Vice President-Transportation Logistics of NS. Mr. Brogan's
business address is 5501 U.S. Highway 30, West, Ft. Wayne,
Indiana 46818.
(4) L. I. Prillaman is principally employed as Executive
Vice President-Marketing of NS.
(5) Stephen C. Tobias is principally employed as Executive
Vice President-Operations of NS.
(6) Henry C. Wolf is principally employed as Executive Vice
President-Finance of NS.
(7) William B. Bales is principally employed as Senior Vice
President-International of NS. Mr. Bales's business address is
110 Franklin Road, S.E., Roanoke, Virginia 24042.
(8) Paul N. Austin is principally employed as Vice
President-Personnel of NS.
(9) John F. Corcoran is principally employed as Vice
President-Public Affairs of NS. Mr. Corcoran's business address
is 1500 K Street, Suite 375, Washington, D.C. 20005.
(10) David A. Cox is principally employed as Vice President-
Properties of NS.
(11) Thomas L. Finkbiner is principally employed Vice
President-Intermodal of NS.
(12) John W. Fox, Jr. is principally employed as Vice
President-Coal Marketing of NS. Mr. Fox's business address is
110 Franklin Road, S.E., Roanoke, Virginia 24042.
(13) Thomas J. Golian is principally employed as Vice
President of NS.
(14) James L. Granum is principally employed as Vice
President-Public Affairs of NS. Mr. Granum's business address is
1500 K Street, Suite 375, Washington, D.C. 20005.
(15) James A. Hixon is principally employed as Vice
President-Taxation of NS.
(16) Jon L. Manetta is principally employed as Vice
President-Transportation & Mechanical of NS.
(17) Harold C. Mauney, Jr. is principally employed as Vice
President-Quality Management of NS.
(18) Donald W. Mayberry is principally employed as Vice
President-Research and Tests of NS. Mr. Mayberry's business
address is 110 Franklin Road, S.E., Roanoke, Virginia 24042.
(19) James W. McClellan is principally employed as Vice
President-Strategic Planning of NS.
(20) Kathryn B. McQuade is principally employed as Vice
President-Internal Audit of NS. Ms. McQuade's business address
is 110 Franklin Road, S.E., Roanoke, Virginia 24042.
(21) Charles W. Moorman is principally employed as Vice
President-Information Technology of NS.
(22) Phillip R. Ogden is principally employed as Vice
President-Engineering of NS. Mr. Ogden's business address is 185
Spring Street, Atlanta, GA 30303.
(23) Magda A. Ratajski is principally employed as Vice
President-Public Relations of NS.
(24) John P. Rathbone is principally employed as Vice
President and Controller of NS.
(25) William J. Romig is principally employed as Vice
President and Treasurer of NS.
(26) Donald W. Seale is principally employed as Vice
President-Merchandise Marketing of NS.
(27) Robert S. Spenski is principally employed as Vice
President-Labor Relations of NS.
(28) William C. Wooldridge is principally employed as Vice
President-Law.
(29) Dezora M. Martin is principally employed as Corporate
Secretary of NS.
III. The names of the Directors of Norfolk Southern Railway
Company, each of whom is listed under I or II above,
are set forth below.
David R. Goode
James C. Bishop, Jr.
L. I. Prillaman
Stephen C. Tobias
D. Henry Watts
Henry C. Wolf
IV. The name, principal occupation and principal business
address of each executive officer of Norfolk Southern
Railway Company (NSR) not listed under I, II or III
above is set forth below.
(1) Sandra T. Pierce is principally employed as Corporate
Secretary of NSR and Norfolk and Western Railway Company. Ms.
Pierce's business address is Three Commercial Place, Norfolk,
Virginia 23510-2191.
(2) Ronald E. Sink is principally employed as Treasurer of
NSR and Norfolk and Western Railway Company. Mr. Sink's business
address is 110 Franklin Road, S.E., Roanoke, Virginia 24042.
V. The names of the Directors of Norfolk and Western
Railway Company, each of whom is listed under I, II,
III or IV above, are set forth below.
David R. Goode
James C. Bishop, Jr.
L. I. Prillaman
Stephen C. Tobias
D. Henry Watts
Henry C. Wolf
VI. The name, principal occupation and principal business
address of each executive officer of Norfolk and
Western Railway Company (NW) is listed under I, II,
III, IV or V above.
VII. The names of the Directors of Georgia Southern and
Florida Railway Company, each of whom is listed under
I, II, III, IV, V or VI above, are set forth below.
James C. Bishop, Jr.
L. I. Prillaman
Stephen C. Tobias
D. Henry Watts
Henry C. Wolf
VIII. The name, principal occupation and principal business
address of each executive officer of Georgia Southern
and Florida Railway Company, not listed under I, II,
III, IV, V, VI or VII above is set forth below.
(1) Thomas C. Hostutler, Comptroller of The Georgia
Northern Railway Company, is principally employed as Senior
Assistant Vice President-Corporate Accounting of NS. Mr.
Hostutler's business address is Three Commercial Place, Norfolk,
Virginia 23510-2191.
IX. The names of the Directors of High Point, Randleman,
Asheboro and Southern Railroad Company, each of whom is
listed under I, II, III, IV, V, VI, VII or VIII above,
are set forth below.
James C. Bishop, Jr.
L. I. Prillaman
Stephen C. Tobias
D. Henry Watts
Henry C. Wolf
X. The name, principal occupation and principal business
address of each executive officer of High Point,
Randleman, Asheboro and Southern Railroad Company is
listed under I, II, III, IV, V, VI, VII, VIII or IX
above.
XI. The names of the Directors of Rail Investment Company,
each of whom is listed under I, II, III, IV, V, VI,
VII, VIII, IX or X above, are set forth below.
James A. Hixon
Thomas C. Hostutler
John P. Rathbone
William J. Romig
Vacancy
XII. The name, principal occupation and principal business
address of each executive officer of Rail Investment
Company, is listed under I, II, III, IV, V, VI, VII,
VIII, IX, X or XI above.
XIII. The name, principal occupation and principal business
address of each executive officer of Rail Investment
Company is listed under I, II, III, IV, V, VI, VII,
VIII, IX, X, XI or XII above.
XIV. The names of the following Directors of State
University Railroad Company are not listed under I, II,
III, IV, V, VI, VII, VIII, IX, X, XI or XII above.
(1) P. C. Barwick, Jr., a director of State University
Railroad Company, is principally employed as Secretary, The North
Carolina Railroad Company. Mr. Barwick's business address is 131
S. Queen Street, Kinston, NC 28501.
(2) Robert S. Bridgers, a director of State University
Railroad Company, is retired from business. Mr. Bridger's
principle address is 425 S. Lumina Avenue, Wrightsville Beach, NC
28480.
The names of the remaining Directors of State
University Railroad Company, each of whom is listed
under I, II, III, IV, V, VI, VII, VIII, IX, X, XI or
XII above, are set forth below.
William J. Romig
D. Henry Watts
Henry C. Wolf
XV. The name, principal occupation and principal business
address of each executive officer of State University
Railroad Company is listed under I, II, III, IV, V, VI,
VII, VIII, IX, X, XI, XII or XIII above.
XVI. The names of the Directors of Yadkin Railroad Company
each of whom is listed under I, II, III, IV, V, VI,
VII, VIII, IX, X, XI, XII, XIII or XIV above, are set
forth below.
James C. Bishop, Jr.
David A. Cox
Harold C. Mauney, Jr.
L. I. Prillaman
William J. Romig
Donald W. Seale
Stephen C. Tobias
D. Henry Watts
Henry C. Wolf
XVII. The name, principal occupation and principal business
address of each executive officer of Yadkin Railroad
Company is listed under I, II, III, IV, V, VI, VII,
VIII, IX, X, XI, XII, XIII, XIV or XV above.
<PAGE>
Appendix I to Item 5
This Appendix supplements the information set forth in Item
5 of the foregoing Schedule 13D:
On July 1, 1996, Harold C. Mauney's wife beneficially owned
70 shares of Preferred Stock as to which Mr. Mauney disclaims any
beneficial interest in these shares.
