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
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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": "98703215"}, "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):
                   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