As filed with the Securities and Exchange Commission on January
26, 1994                                Registration No.    -
_________________________________________________________________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                                                                 

                     Washington, D. C. 20549
                            __________

                              FORM S-8
                                                                 

                     REGISTRATION STATEMENT
                              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
                DIRECTORS' RESTRICTED STOCK PLAN
                    (Full title of the plan)

                       JOHN S. SHANNON, Esq.
                  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:
                         (804) 629-2630
                             __________


<TABLE>
                       CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>                 <C>        <C>        <C>            <C>
                               Proposed   Proposed       Amount
                               maximum    maximum        of reg- 
                    Amount     offering   aggregate      istra-
Title of securities to be      price      offering       tion
to be registered    registered per share* price*         fee


Norfolk Southern    30,000      $73.3125   $2,199,375.00 $758.41
Corporation         shares
Common Stock, 
$1.00 par value

<FN>
*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457(h), based upon a
price of $73.3125 per share for 30,000 shares of Common Stock
issuable under the Directors' Restricted Stock Plan, such price
being the average of the high and low prices of the Common Stock
reported in the consolidated reporting system on January 21,
1994, a date within five business days prior to the date of
filing this Registration Statement.

</TABLE>

<PAGE>
             THIS REGISTRATION STATEMENT ON FORM S-8
                    ("REGISTRATION STATEMENT")
   IS SOLELY FOR THE REGISTRATION OF SHARES OF COMMON STOCK OF
                  NORFOLK SOUTHERN CORPORATION 
                TO BE ISSUED OR GRANTED UNDER THE 

                   NORFOLK SOUTHERN CORPORATION
            DIRECTORS' RESTRICTED STOCK PLAN ("PLAN") 


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; 

          (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.

          Not applicable.


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 she or he 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
her or 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 obligated 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, 1989.

                         (b)  Copy of the Bylaws of Norfolk
                         Southern Corporation, as last amended
                         January 25, 1994.

          23             Consent of KPMG Peat Marwick.

          99             Copy of the Plan as adopted January 25,
                         1994, effective upon filing of this
                         Registration Statement.


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 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed 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.

<PAGE>
                            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,
Commonwealth of Virginia, on this 25th day of January, 1994.


                    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 John S. Shannon
and John R. Turbyfill, 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.

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on this 25th
day of January, 1994, by the following persons in the capacities
indicated.

SIGNATURE                          TITLE
                                

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

/s/ Henry C. Wolf                  Executive Vice President-
(Henry C. Wolf)                    Finance (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/ Gene R. Carter       
(Gene R. Carter)                   Director


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


/s/ William J. Crowe, Jr.
(William J. Crowe, Jr.)            Director


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


/s/ Landon Hilliard      
(Landon Hilliard)                  Director


/s/ E. B. Leisenring, Jr.
(E. B. Leisenring, Jr.)            Director


_________________________
(J. Margaret O'Brien)              Director


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


/s/ Robert E. McNair     
(Robert E. McNair)                 Director


_________________________
(Harold W. Pote)                   Director

<PAGE>
                        INDEX TO EXHIBITS


                                             
                                                  



EXHIBIT                           
NUMBER                DESCRIPTION 

   4           Copy of the Bylaws of Norfolk 
               Southern Corporation as
               last amended January 25, 1994     

  23           Consent of KPMG Peat Marwick          


  99           Copy of Norfolk Southern 
               Corporation Directors' 
               Restricted Stock Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15601}]
{"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": "033-52031", "film-number": "94502857"}, "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
26, 1994                                Registration No.    -
_________________________________________________________________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                                                                 

                     Washington, D. C. 20549
                            __________

                              FORM S-8
                                                                 

                     REGISTRATION STATEMENT
                              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
                DIRECTORS' RESTRICTED STOCK PLAN
                    (Full title of the plan)

                       JOHN S. SHANNON, Esq.
                  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:
                         (804) 629-2630
                             __________

                       CALCULATION OF REGISTRATION FEE
Proposed   Proposed       Amount
                               maximum    maximum        of reg- 
                    Amount     offering   aggregate      istra-
Title of securities to be      price      offering       tion
to be registered    registered per share* price*         fee

Norfolk Southern    30,000      $73.3125   $2,199,375.00 $758.41
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(h), based upon a
price of $73.3125 per share for 30,000 shares of Common Stock
issuable under the Directors' Restricted Stock Plan, such price
being the average of the high and low prices of the Common Stock
reported in the consolidated reporting system on January 21,
1994, a date within five business days prior to the date of
filing this Registration Statement.
THIS REGISTRATION STATEMENT ON FORM S-8
                    ("REGISTRATION STATEMENT")
   IS SOLELY FOR THE REGISTRATION OF SHARES OF COMMON STOCK OF
                  NORFOLK SOUTHERN CORPORATION 
                TO BE ISSUED OR GRANTED UNDER THE 

                   NORFOLK SOUTHERN CORPORATION
            DIRECTORS' RESTRICTED STOCK PLAN ("PLAN") 

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; 

          (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.

          Not applicable.

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 she or he 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
her or 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 obligated 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, 1989.

                         (b)  Copy of the Bylaws of Norfolk
                         Southern Corporation, as last amended
                         January 25, 1994.

          23             Consent of KPMG Peat Marwick.

          99             Copy of the Plan as adopted January 25,
                         1994, effective upon filing of this
                         Registration Statement.

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 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed 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,
Commonwealth of Virginia, on this 25th day of January, 1994.

                    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 John S. Shannon
and John R. Turbyfill, 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 25th
day of January, 1994, by the following persons in the capacities
indicated.

SIGNATURE                          TITLE
                                

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

/s/ Henry C. Wolf                  Executive Vice President-
(Henry C. Wolf)                    Finance (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/ Gene R. Carter       
(Gene R. Carter)                   Director

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

/s/ William J. Crowe, Jr.
(William J. Crowe, Jr.)            Director

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

/s/ Landon Hilliard      
(Landon Hilliard)                  Director

/s/ E. B. Leisenring, Jr.
(E. B. Leisenring, Jr.)            Director

_________________________
(J. Margaret O'Brien)              Director

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

/s/ Robert E. McNair     
(Robert E. McNair)                 Director

_________________________
(Harold W. Pote)                   Director
INDEX TO EXHIBITS

                                             
                                                  

EXHIBIT                           
NUMBER                DESCRIPTION 

   4           Copy of the Bylaws of Norfolk 
               Southern Corporation as
               last amended January 25, 1994     

  23           Consent of KPMG Peat Marwick          

  99           Copy of Norfolk Southern 
               Corporation Directors' 
               Restricted Stock Plan