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):
July 3, 1997 (June 27, 1997)
NORFOLK SOUTHERN RAILWAY COMPANY
(Exact name of Registrant as specified in its charter)
1-743; 1-3744;
Virginia 1-4793; 1-546-2 53-600201 6
(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)
ITEM 5. OTHER EVENTS.
Effective June 27, 1997, Norfolk Southern
Corporation ("NSC"), which owns all of Registrant's
common stock, closed the $3,500,000,000 5-Year Credit
Agreement, dated as of May 21, 1997, among NSC, the
banks from time to time parties thereto, Morgan
Guaranty Trust Company of New York, as Administrative
Agent, and Merrill Lynch Capital Corporation, as
Documentation Agent, a copy of which is filed as an
exhibit hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
10.1 $3,500,000,000 5-Year Credit Agreement, dated
as of May 21, 1997, among NSC, the banks from
time to time parties thereto, Morgan Guaranty
Trust Company of New York, as Administrative
Agent, and Merrill Lynch Capital Corporation,
as Documentation Agent (incorporated by
reference to Exhibit 10.1 to NSC's Current
Report on Form 8-K dated July 3, 1997).
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.
Dated: July 3, 1997
NORFOLK SOUTHERN RAILWAY
COMPANY (Registrant)
By:/s/ DEZORA M. MARTIN
Dezora M. Martin
Assistant Corporate
Secretary
EXHIBIT INDEX
Exhibit
Number Description
10.1 $3,500,000,000 5-Year Credit Agreement,
dated as of May 21, 1997, among NSC, the
banks from time to time parties thereto,
Morgan Guaranty Trust Company of New York,
as Administrative Agent, and Merrill Lynch
Capital Corporation, as Documentation Agent
(incorporated by reference to Exhibit 10.1
to NSC's Current Report on Form 8-K dated
July 3, 1997).
