As filed with the Securities and Exchange Commission on January
28, 1999                               Registration No.          

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549
                            __________

                             FORM S-8

                    REGISTRATION STATEMENT NO.
                              UNDER
                    THE SECURITIES ACT OF 1933
                            __________

                   NORFOLK SOUTHERN CORPORATION
        (Exact name of issuer as specified in its charter)
 
           Virginia                              52-1188014
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)
                                  
          Three Commercial Place                 23510-2191
            Norfolk, Virginia                    (Zip Code)
(Address of Principal Executive Offices)

                   NORFOLK SOUTHERN CORPORATION
                  THOROUGHBRED STOCK OPTION PLAN
                     (Full title of the plan)

                  JAMES C. BISHOP, JR., Esquire
                  Executive Vice President - Law
                   Norfolk Southern Corporation
                      Three Commercial Place
                   Norfolk, Virginia 23510-2191
             (Name and address of agent for service)

  Telephone number, including area code, of agent for service: 
                          (757) 629-2750
                            __________

                 CALCULATION OF REGISTRATION FEE
_________________________________________________________________
                             Proposed   Proposed
                             maximum    maximum         
Title of          Amount     offering   aggregate    Amount of
securities        to be      price      offering     registration
to be registered  registered per share* price*       fee
_________________________________________________________________
Norfolk Southern  6,000,000  $28.625  $171,750,000.00  $50,666.25 
Corporation       shares
Common Stock, 
$1.00 par value
_________________________________________________________________

*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457 (c) and (h),
based upon a price of $28.625 per share for 6,000,000 shares of
Common Stock issued under the Thoroughbred Stock Option Plan,
such price being the average of the high and low prices of the
Common Stock reported in the consolidated reporting system on
January 22, 1999, a date within five business days prior to the
date of filing this Registration Statement. 

<PAGE>

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Norfolk Southern Corporation ("Registrant") hereby
incorporates into the Registration Statement the documents listed
below; all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities to
be granted under the Plan have been granted or which deregisters
all securities then remaining ungranted, shall be deemed to be
incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.    

     (1)  Registrant's latest Annual Report filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended,
and the Plan's latest annual report filed pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended;

     (2)  All other reports of the Registrant thereafter filed
pursuant to Section 13(a) or 15(d) of the Exchange Act; and

     (3)  The description of Norfolk Southern Corporation Common
Stock contained in the registration statement on Form 8-B, as
amended, filed pursuant to Section 12 of the Exchange Act. 


Item 4.  Description of Securities.

     Not applicable to already-registered securities. 


Item 5.  Interests of Named Experts and Counsel.

     An opinion has been rendered to the Corporation by Joseph C.
Dimino, Esquire, General Solicitor of the Corporation, stating
that any shares of Common Stock when issued and delivered for the
purposes described in the Plan will be duly authorized, legally
issued and fully paid and nonassessable.  As of January 26, 1999,
Mr. Dimino was the beneficial owner, either directly or
indirectly, of approximately 5001 shares of Common Stock.  Also,
as of January 26, 1999, Mr. Dimino had been awarded 5,000
performance share units under the Corporation's Long-Term
Incentive Plan and held unexercised Options awarded under the
Corporation's Long-Term Incentive Plan to purchase 46,000 shares
of Common Stock. 


Item 6.  Indemnification of Directors and Officers.

     Article 10 of the Virginia Stock Corporation Act provides,
in general, for indemnification by a corporation of any person
threatened with or made a party to any action, suit or proceeding
by reason of the fact that he or she is, or was, a director,
officer, employee or agent of such corporation.  Indemnification
also is authorized (and in certain cases, is required) with
respect to a criminal action or proceeding where the potential
indemnitee had no reasonable cause to believe that his conduct
was unlawful. A corporation also may indemnify such individuals
for service, performed at the request of that corporation, as a
director, officer, employee, agent or otherwise of another entity
or organization.

     Article VI of the Restated Articles of Incorporation of
Norfolk Southern Corporation ("Corporation") provides, in
general, for mandatory indemnification of directors and officers
(including former directors and officers), to the full extent
permitted by Virginia law, against liability incurred by them in
proceedings by third parties, or by or on behalf of the
Corporation itself, by reason of the fact that such person is, or
was, a director or officer of the Corporation, or is, or was,
serving at the request of the Corporation as a director, officer,
employee, agent or otherwise of another entity or organization. 
Virginia corporate law currently does not permit indemnity for
willful misconduct or for a knowing violation of the criminal
law.

     Article VI of the Corporation's Restated Articles of
Incorporation also provides that in every instance, and to the
fullest extent permitted by Virginia corporate law in effect from
time to time, directors and officers of the Corporation
(including former directors and officers) shall not be liable to
the Corporation or its stockholders.  Under current Virginia law,
this provision cannot limit liability for willful misconduct or
for a knowing violation either of the criminal law or of any
federal or state securities law.

     Directors and officers of the Corporation are covered by
certain policies providing directors' and officers' liability
insurance.  In general, the insurers are obliged to make payments
under these policies only if the Corporation may indemnify a
director or officer -- and does not or cannot do so.  The
policies are issued on a "claims made" basis, and apply as well
to service performed by such individuals at the direction of the
Corporation as a director, officer, employee, agent or otherwise
of another entity or organization.


Item 7.  Exemption from Registration.

     Not applicable


Item 8.  Exhibits.

     Exhibit Number                Description

          4                        Instruments defining the
                                   rights of security holders,
                                   including indentures.

                                   (a)  The Restated Articles of
                                        Incorporation of Norfolk
                                        Southern Corporation are
                                        incorporated herein by
                                        reference from Exhibit 1
                                        of Norfolk Southern's
                                        Form 10-Q Report for the
                                        quarter ended September
                                        30, 1998.

                                   (b)  Copy of the Bylaws of
                                        Norfolk Southern
                                        Corporation, as last
                                        amended January 26, 1999.

          5                        Opinion of Joseph C. Dimino,
                                   Esquire, regarding the
                                   legality of the securities
                                   being registered.

          23                       Consent of Independent
                                   Auditors; Counsel:

                                   (a)  Consent of KPMG LLP.

                                   (b)  Consent of
                                        PricewaterhouseCoopers
LLP.

                                   (c)  The Consent of Joseph C.
                                        Dimino, Esquire, is
                                        contained in his opinion
                                        filed as Exhibit 5 to the
                                        Registration Statement.

          99                       Copy of the Plan as adopted
                                   January 26, 1999.


Item 9.  Undertakings.
          
     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent
          post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in
          the information set forth in this registration
          statement; and

               (iii)To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change to such information in the registration
          statement; provided, however, that paragraphs (1)(i)
          and (1)(ii) above do not apply if the registration
          statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by
          the registrant pursuant to Section 13 or Section 15(d)
          of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration
          statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

          The undersigned registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.  


                            SIGNATURES
 
     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, Norfolk Southern Corporation certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
and Commonwealth of Virginia, on this 26th day of January, 1999.


                              NORFOLK SOUTHERN CORPORATION



                              By   /s/ David R. Goode
                                   (David R. Goode)
                                   Chairman, President and Chief
                                   Executive Officer




                        POWER OF ATTORNEY


     We, the undersigned officers and directors of Norfolk
Southern Corporation hereby severally constitute James C. Bishop,
Jr. and Henry C. Wolf, and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, any and all amendments to the Registration
Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable
Norfolk Southern Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to any and all amendments to said
Registration Statement.

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on this
26th day of January, 1999, by the following persons in the
capacities indicated.


                            SIGNATURES


Signature                          Title



/s/ David R. Goode                 Chairman, President and Chief
(David R. Goode)                   Executive Officer and Director
                                   (Principal Executive Officer)

/s/ Henry C. Wolf                  Vice Chairman and Chief 
(Henry C. Wolf)                    Financial Officer (Principal   
                                   Financial Officer)


/s/ John P. Rathbone               Vice President and Controller
(John P. Rathbone)                 (Principal Accounting Officer)


/s/ Gerald L. Baliles
(Gerald L. Baliles)                Director



/s/ Carroll A. Campbell                                           
(Carroll A. Campbell)              Director



/s/ Gene R. Carter                                            
(Gene R. Carter)                   Director



/s/ L. E. Coleman                                                 
(L. E. Coleman)                    Director



/s/ T. Marshall Hahn, Jr.
(T. Marshall Hahn, Jr.)            Director



/s/ Landon Hilliard
(Landon Hilliard)                  Director



/s/ Steven F. Leer                                                
(Steven F. Leer)                   Director



/s/ Arnold B. McKinnon                                            
(Arnold B. McKinnon)               Director



/s/ Jane Margaret O'Brien                                         
(Jane Margaret O'Brien)            Director



/s/ Harold W. Pote
(Harold W. Pote)                   Director


<PAGE>
                        INDEX TO EXHIBITS


     Exhibit Number                Description

          4                        Instruments defining the
                                   rights of security holders,
                                   including indentures.

                                   (a)  The Restated Articles of
                                        Incorporation of Norfolk
                                        Southern Corporation are
                                        incorporated herein by
                                        reference from Exhibit 1
                                        of Norfolk Southern's
                                        Form 10-Q Report for the
                                        quarter ended September
                                        30, 1998.

                                   (b)  Copy of the Bylaws of
                                        Norfolk Southern
                                        Corporation, as last
                                        amended January 26, 1999.

          5                        Opinion of Joseph C. Dimino,
                                   Esquire, regarding the
                                   legality of the securities
                                   being registered.

          23                       Consent of Independent
                                   Auditors; Counsel:

                                   (a)  Consent of KPMG LLP.

                                   (b)  Consent of
                                        PricewaterhouseCoopers
LLP.

                                   (c)  The Consent of Joseph C.
                                        Dimino, Esquire, is
                                        contained in his opinion
                                        filed as Exhibit 5 to the
                                        Registration Statement.

          99                       Copy of the Norfolk Southern
                                   Corporation Thoroughbred Stock
                                   Option Plan.
[{"type": "S-8", "sequence": "1", "description": "THOROUGHBRED STOCK OPTION PLAN", "secsgml_size_bytes": 19014}]
{"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": "S-8", "act": "33", "file-number": "333-71321", "film-number": "99515321"}, "business-address": {"street1": "THREE COMMERCIAL PL", "city": "NORFOLK", "state": "VA", "zip": "23510-2191", "phone": "8046292680"}}
As filed with the Securities and Exchange Commission on January
28, 1999                               Registration No.          

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549
                            __________

                             FORM S-8

                    REGISTRATION STATEMENT NO.
                              UNDER
                    THE SECURITIES ACT OF 1933
                            __________

                   NORFOLK SOUTHERN CORPORATION
        (Exact name of issuer as specified in its charter)
 
           Virginia                              52-1188014
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)
                                  
          Three Commercial Place                 23510-2191
            Norfolk, Virginia                    (Zip Code)
(Address of Principal Executive Offices)

                   NORFOLK SOUTHERN CORPORATION
                  THOROUGHBRED STOCK OPTION PLAN
                     (Full title of the plan)

                  JAMES C. BISHOP, JR., Esquire
                  Executive Vice President - Law
                   Norfolk Southern Corporation
                      Three Commercial Place
                   Norfolk, Virginia 23510-2191
             (Name and address of agent for service)

  Telephone number, including area code, of agent for service: 
                          (757) 629-2750
                            __________

                 CALCULATION OF REGISTRATION FEE
_________________________________________________________________
                             Proposed   Proposed
                             maximum    maximum         
Title of          Amount     offering   aggregate    Amount of
securities        to be      price      offering     registration
to be registered  registered per share* price*       fee
_________________________________________________________________
Norfolk Southern  6,000,000  $28.625  $171,750,000.00  $50,666.25 
Corporation       shares
Common Stock, 
$1.00 par value
_________________________________________________________________

*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457 (c) and (h),
based upon a price of $28.625 per share for 6,000,000 shares of
Common Stock issued under the Thoroughbred Stock Option Plan,
such price being the average of the high and low prices of the
Common Stock reported in the consolidated reporting system on
January 22, 1999, a date within five business days prior to the
date of filing this Registration Statement.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Norfolk Southern Corporation ("Registrant") hereby
incorporates into the Registration Statement the documents listed
below; all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities to
be granted under the Plan have been granted or which deregisters
all securities then remaining ungranted, shall be deemed to be
incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.    

     (1)  Registrant's latest Annual Report filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended,
and the Plan's latest annual report filed pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended;

     (2)  All other reports of the Registrant thereafter filed
pursuant to Section 13(a) or 15(d) of the Exchange Act; and

     (3)  The description of Norfolk Southern Corporation Common
Stock contained in the registration statement on Form 8-B, as
amended, filed pursuant to Section 12 of the Exchange Act. 

Item 4.  Description of Securities.

     Not applicable to already-registered securities. 

Item 5.  Interests of Named Experts and Counsel.

     An opinion has been rendered to the Corporation by Joseph C.
Dimino, Esquire, General Solicitor of the Corporation, stating
that any shares of Common Stock when issued and delivered for the
purposes described in the Plan will be duly authorized, legally
issued and fully paid and nonassessable.  As of January 26, 1999,
Mr. Dimino was the beneficial owner, either directly or
indirectly, of approximately 5001 shares of Common Stock.  Also,
as of January 26, 1999, Mr. Dimino had been awarded 5,000
performance share units under the Corporation's Long-Term
Incentive Plan and held unexercised Options awarded under the
Corporation's Long-Term Incentive Plan to purchase 46,000 shares
of Common Stock. 

Item 6.  Indemnification of Directors and Officers.

     Article 10 of the Virginia Stock Corporation Act provides,
in general, for indemnification by a corporation of any person
threatened with or made a party to any action, suit or proceeding
by reason of the fact that he or she is, or was, a director,
officer, employee or agent of such corporation.  Indemnification
also is authorized (and in certain cases, is required) with
respect to a criminal action or proceeding where the potential
indemnitee had no reasonable cause to believe that his conduct
was unlawful. A corporation also may indemnify such individuals
for service, performed at the request of that corporation, as a
director, officer, employee, agent or otherwise of another entity
or organization.

     Article VI of the Restated Articles of Incorporation of
Norfolk Southern Corporation ("Corporation") provides, in
general, for mandatory indemnification of directors and officers
(including former directors and officers), to the full extent
permitted by Virginia law, against liability incurred by them in
proceedings by third parties, or by or on behalf of the
Corporation itself, by reason of the fact that such person is, or
was, a director or officer of the Corporation, or is, or was,
serving at the request of the Corporation as a director, officer,
employee, agent or otherwise of another entity or organization. 
Virginia corporate law currently does not permit indemnity for
willful misconduct or for a knowing violation of the criminal
law.

     Article VI of the Corporation's Restated Articles of
Incorporation also provides that in every instance, and to the
fullest extent permitted by Virginia corporate law in effect from
time to time, directors and officers of the Corporation
(including former directors and officers) shall not be liable to
the Corporation or its stockholders.  Under current Virginia law,
this provision cannot limit liability for willful misconduct or
for a knowing violation either of the criminal law or of any
federal or state securities law.

     Directors and officers of the Corporation are covered by
certain policies providing directors' and officers' liability
insurance.  In general, the insurers are obliged to make payments
under these policies only if the Corporation may indemnify a
director or officer -- and does not or cannot do so.  The
policies are issued on a "claims made" basis, and apply as well
to service performed by such individuals at the direction of the
Corporation as a director, officer, employee, agent or otherwise
of another entity or organization.

Item 7.  Exemption from Registration.

     Not applicable

Item 8.  Exhibits.

     Exhibit Number                Description

          4                        Instruments defining the
                                   rights of security holders,
                                   including indentures.

                                   (a)  The Restated Articles of
                                        Incorporation of Norfolk
                                        Southern Corporation are
                                        incorporated herein by
                                        reference from Exhibit 1
                                        of Norfolk Southern's
                                        Form 10-Q Report for the
                                        quarter ended September
                                        30, 1998.

                                   (b)  Copy of the Bylaws of
                                        Norfolk Southern
                                        Corporation, as last
                                        amended January 26, 1999.

          5                        Opinion of Joseph C. Dimino,
                                   Esquire, regarding the
                                   legality of the securities
                                   being registered.

          23                       Consent of Independent
                                   Auditors; Counsel:

                                   (a)  Consent of KPMG LLP.

                                   (b)  Consent of
                                        PricewaterhouseCoopers
LLP.

                                   (c)  The Consent of Joseph C.
                                        Dimino, Esquire, is
                                        contained in his opinion
                                        filed as Exhibit 5 to the
                                        Registration Statement.

          99                       Copy of the Plan as adopted
                                   January 26, 1999.

Item 9.  Undertakings.
          
     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent
          post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in
          the information set forth in this registration
          statement; and

               (iii)To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change to such information in the registration
          statement; provided, however, that paragraphs (1)(i)
          and (1)(ii) above do not apply if the registration
          statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by
          the registrant pursuant to Section 13 or Section 15(d)
          of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration
          statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

          The undersigned registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.  

                            SIGNATURES
 
     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, Norfolk Southern Corporation certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
and Commonwealth of Virginia, on this 26th day of January, 1999.

                              NORFOLK SOUTHERN CORPORATION

                              By   /s/ David R. Goode
                                   (David R. Goode)
                                   Chairman, President and Chief
                                   Executive Officer

                        POWER OF ATTORNEY

     We, the undersigned officers and directors of Norfolk
Southern Corporation hereby severally constitute James C. Bishop,
Jr. and Henry C. Wolf, and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, any and all amendments to the Registration
Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable
Norfolk Southern Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to any and all amendments to said
Registration Statement.

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on this
26th day of January, 1999, by the following persons in the
capacities indicated.

                            SIGNATURES

Signature                          Title

/s/ David R. Goode                 Chairman, President and Chief
(David R. Goode)                   Executive Officer and Director
                                   (Principal Executive Officer)

/s/ Henry C. Wolf                  Vice Chairman and Chief 
(Henry C. Wolf)                    Financial Officer (Principal   
                                   Financial Officer)

/s/ John P. Rathbone               Vice President and Controller
(John P. Rathbone)                 (Principal Accounting Officer)

/s/ Gerald L. Baliles
(Gerald L. Baliles)                Director

/s/ Carroll A. Campbell                                           
(Carroll A. Campbell)              Director

/s/ Gene R. Carter                                            
(Gene R. Carter)                   Director

/s/ L. E. Coleman                                                 
(L. E. Coleman)                    Director

/s/ T. Marshall Hahn, Jr.
(T. Marshall Hahn, Jr.)            Director

/s/ Landon Hilliard
(Landon Hilliard)                  Director

/s/ Steven F. Leer                                                
(Steven F. Leer)                   Director

/s/ Arnold B. McKinnon                                            
(Arnold B. McKinnon)               Director

/s/ Jane Margaret O'Brien                                         
(Jane Margaret O'Brien)            Director

/s/ Harold W. Pote
(Harold W. Pote)                   Director
INDEX TO EXHIBITS

     Exhibit Number                Description

          4                        Instruments defining the
                                   rights of security holders,
                                   including indentures.

                                   (a)  The Restated Articles of
                                        Incorporation of Norfolk
                                        Southern Corporation are
                                        incorporated herein by
                                        reference from Exhibit 1
                                        of Norfolk Southern's
                                        Form 10-Q Report for the
                                        quarter ended September
                                        30, 1998.

                                   (b)  Copy of the Bylaws of
                                        Norfolk Southern
                                        Corporation, as last
                                        amended January 26, 1999.

          5                        Opinion of Joseph C. Dimino,
                                   Esquire, regarding the
                                   legality of the securities
                                   being registered.

          23                       Consent of Independent
                                   Auditors; Counsel:

                                   (a)  Consent of KPMG LLP.

                                   (b)  Consent of
                                        PricewaterhouseCoopers
LLP.

                                   (c)  The Consent of Joseph C.
                                        Dimino, Esquire, is
                                        contained in his opinion
                                        filed as Exhibit 5 to the
                                        Registration Statement.

          99                       Copy of the Norfolk Southern
                                   Corporation Thoroughbred Stock
                                   Option Plan.