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 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 June 27, 1997, Registrant closed the
               $3,500,000,000 5-Year Credit Agreement, dated as of May
               21, 1997, among Registrant, 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 Registrant, 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. 


                                 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 CORPORATION
                                                 (Registrant)

                                        By: /s/ DEZORA M. MARTIN       
                                           Dezora M. Martin
                                           Corporate Secretary


                               EXHIBIT INDEX

          Exhibit
          Number          Description

          10.1      $3,500,000,000 5-Year Credit Agreement, dated as
                    of May 21, 1997, among Registrant, 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.
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{"company-data": {"conformed-name": "NORFOLK SOUTHERN CORP", "cik": "0000702165", "assigned-sic": "4011", "irs-number": "521188014", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08339", "film-number": "97636481"}, "business-address": {"street1": "THREE COMMERCIAL PL", "city": "NORFOLK", "state": "VA", "zip": "23510-2191", "phone": "8046292680"}}
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 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 June 27, 1997, Registrant closed the
               $3,500,000,000 5-Year Credit Agreement, dated as of May
               21, 1997, among Registrant, 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 Registrant, 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. 

                                 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 CORPORATION
                                                 (Registrant)

                                        By: /s/ DEZORA M. MARTIN       
                                           Dezora M. Martin
                                           Corporate Secretary

                               EXHIBIT INDEX

          Exhibit
          Number          Description

          10.1      $3,500,000,000 5-Year Credit Agreement, dated as
                    of May 21, 1997, among Registrant, 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.