SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 1, 1997
NORFOLK SOUTHERN RAILWAY COMPANY
(Exact name of Registrant as specified in its charter)
1-743; 1-3744;
Virginia 1-4793; 1-546-2 53-6002016
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
(Address of principal executive offices)
(757) 629-2682
(Registrant's telephone number)
No Change
(Former name or former address, if changed since last report)
This Current Report on Form 8-K/A amends the Current Report
on Form 8-K of Norfolk Southern Railway Company (the "Regis-
trant") dated April 8, 1997 and filed on April 10, 1997.
Item 7(c). Exhibits.
23.1 Consent of Price Waterhouse LLP relating to the
financial statements of Conrail Inc.
99.3 The audited Consolidated Statements of Income,
Consolidated Statements of Stockholders' Equity
and Consolidated Statements of Cash Flows of Con-
rail, Inc. for each of the years in the three-year
period ended December 31, 1996, and the Consoli-
dated Balance Sheets of Conrail Inc. at December
31, 1996 and December 31, 1995, incorporated by
reference to Exhibit 99.3 to Norfolk Southern
Corporation's Current Report on Form 8-K/A dated
May 1, 1997.
99.4 Pro forma condensed consolidated financial
statements of Norfolk Southern Corporation as of
and for the year ended December 31, 1996, adjusted
to reflect its acquisition of an interest in Conrail
Inc., incorporated by reference to Exhibit 99.4 to
Norfolk Southern Corporation's Current Report on Form
8-K/A dated May 1, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly autho-
rized.
Dated: May 1, 1997
NORFOLK SOUTHERN RAILWAY
COMPANY
(Registrant)
By: /s/ Dezora M. Martin
--------------------------
Dezora M. Martin
Assistant Corporate Secretary
EXHIBIT INDEX
Exhibit
Number Description
23.1 Consent of Price Waterhouse LLP relating to the
financial statements of Conrail Inc.
99.3 The audited Consolidated Statements of Income,
Consolidated Statements of Stockholders' Equity
and Consolidated Statements of Cash Flows of Con-
rail Inc. for each of the years in the three-year
period ended December 31, 1996, and the Consoli-
dated Balance Sheets of Conrail Inc. at December
31, 1996 and December 31, 1995, incorporated by
reference to Exhibit 99.3 to Norfolk Southern
Corporation's Current Report on Form 8-K/A dated
May 1, 1997.
99.4 Pro forma condensed consolidated financial statements
of Norfolk Southern Corporation as of and for the
year ended December 31, 1996, adjusted to reflect
its acquisition of an interest in Conrail Inc.,
incorporated by reference to Exhibit 99.4 to Nor-
folk Southern Corporation's Current Report on Form
8-K/A dated May 1, 1997.
EXHIBIT 23.1
CONSENT OF INDEPENDANT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Current Report on Form 8-K/A of Norfolk Southern
Railway Company dated May 1, 1997 of our report dated
January 21, 1997, except as to Note 2, which is as of
March 7, 1997, on the consolidated financial statements
of Conrail Inc. for the year ended December 31, 1996,
appearing on page 6 of the Form 8-K/A of Norfolk Southern
Corporation dated May 1, 1997.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103
May 1, 1997
