As filed with the Securities and Exchange Commission on 
May 20, 1999                       Registration No. 333-


         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)


             THOROUGHBRED RETIREMENT INVESTMENT PLAN
               OF NORFOLK SOUTHERN CORPORATION AND
                PARTICIPATING SUBSIDIARY COMPANIES
                     (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      
Title of                maximum      maximum          Amount
securities  Amount      offering     aggregate        of regis-
to be       to be       price        offering         tration
registered  registered  per share*   price*           fee
_________________________________________________________________ 
Norfolk     5,000,000   $34.21875   $171,093,750.00  $47,564.06
Southern    shares
Corporation
Common Stock
$1.00 par value

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
_________________________________________________________________
*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 $34.21875 per share for 5,000,000 of
Common Stock issued under the Thoroughbred Retirement Plan of
Norfolk Southern Corporation and Participating Subsidiary
Companies, such price being the average of the high and low
prices of the Common Stock reported in the consolidated reporting
system on May 18, 1999, a date within five business days prior to
the date of filing this Registration Statement.

NOTE: Pursuant to Rule 429, the Prospectus which relates to this
Registration Statement contains all of the information which
would currently be required in a prospectus relating to the
securities covered by Registration Statement No. _____________.

</Page>

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
                             EXPLANATORY NOTE
     
     
This Registration Statement is solely for the registration of
additional Norfolk Southern Corporation Common Stock for issuance
under the Thoroughbred Retirement Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies
("Plan").  Therefore, pursuant to General Instruction E to Form
S-8, the contents of the earlier registration statement relating
to the plan (File No. 33-57417), including all post-effective
amendments thereto, are incorporated by reference into this
Registration Statement.
     
     
     Item 8.   Exhibits.
     
     Exhibit Number      Description
     
          4              Instruments defining the rights of
                         security holders, including indentures.
     
                         (b)  Copy of the Bylaws of Norfolk
                              Southern Corporation, as last
                              amended May 13, 1999.
                     
         23              Consents of Independent Auditors:
     
                         (a)    Consent of KPMG LLP.
                         (b)    Consent of PricewaterhouseCoopers
                                LLP.
     
</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,
and Commonwealth of Virginia, on this 13th day of May, 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.
     
                            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 Jr.                                      
(Carroll A. Campbell, Jr.)         Director



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



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

     
     THE PLAN.  Pursuant to the requirements of the Securities
Act of 1933, the managers (persons who administer the employee
benefit plan) of the Thoroughbred Retirement Investment Plan of
Norfolk Southern Corporation and Participating Subsidiary
Companies have 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 13th day of May, 1999.
     
     
                              THOROUGHBRED RETIREMENT
                              INVESTMENT PLAN OF NORFOLK
                              SOUTHERN CORPORATION AND
                              PARTICIPATING SUBSIDIARY COMPANIES
     
     
     
     
                             By /s/ L. Ike Prillaman
                                (L. Ike Prillaman, Manager)
     
     
     
                             By /s/ Henry C. Wolf
                                (Henry C. Wolf, Manager)
     
     
     
                             By /s/ Paul N. Austin
                                (Paul N. Austin, Manager)

</Page>

                             INDEX TO EXHIBITS
     
     Exhibit Number      Description
     
          4              Instruments defining the rights of
                         security holders, including indentures.
     
                         (b)  Copy of the Bylaws of Norfolk
                              Southern Corporation, as last
                              amended May 13, 1999.
                     
         23              Consents of Independent Auditors:
     
                         (a)    Consent of KPMG LLP.
                         (b)    Consent of PricewaterhouseCoopers
                                LLP.
[{"type": "S-8", "sequence": "1", "description": "THOROUGHBRED RETIREMENT INVESTMENT PLAN", "secsgml_size_bytes": 9519}]
{"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": "333-78939", "film-number": "99631310"}, "business-address": {"street1": "THREE COMMERCIAL PL", "city": "NORFOLK", "state": "VA", "zip": "23510-2191", "phone": "8046292680"}}
As filed with the Securities and Exchange Commission on 
May 20, 1999                       Registration No. 333-

         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)

             THOROUGHBRED RETIREMENT INVESTMENT PLAN
               OF NORFOLK SOUTHERN CORPORATION AND
                PARTICIPATING SUBSIDIARY COMPANIES
                     (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      
Title of                maximum      maximum          Amount
securities  Amount      offering     aggregate        of regis-
to be       to be       price        offering         tration
registered  registered  per share*   price*           fee
_________________________________________________________________ 
Norfolk     5,000,000   $34.21875   $171,093,750.00  $47,564.06
Southern    shares
Corporation
Common Stock
$1.00 par value

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
_________________________________________________________________
*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 $34.21875 per share for 5,000,000 of
Common Stock issued under the Thoroughbred Retirement Plan of
Norfolk Southern Corporation and Participating Subsidiary
Companies, such price being the average of the high and low
prices of the Common Stock reported in the consolidated reporting
system on May 18, 1999, a date within five business days prior to
the date of filing this Registration Statement.

NOTE: Pursuant to Rule 429, the Prospectus which relates to this
Registration Statement contains all of the information which
would currently be required in a prospectus relating to the
securities covered by Registration Statement No. _____________.

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
                             EXPLANATORY NOTE
     
     
This Registration Statement is solely for the registration of
additional Norfolk Southern Corporation Common Stock for issuance
under the Thoroughbred Retirement Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies
("Plan").  Therefore, pursuant to General Instruction E to Form
S-8, the contents of the earlier registration statement relating
to the plan (File No. 33-57417), including all post-effective
amendments thereto, are incorporated by reference into this
Registration Statement.
     
     
     Item 8.   Exhibits.
     
     Exhibit Number      Description
     
          4              Instruments defining the rights of
                         security holders, including indentures.
     
                         (b)  Copy of the Bylaws of Norfolk
                              Southern Corporation, as last
                              amended May 13, 1999.
                     
         23              Consents of Independent Auditors:
     
                         (a)    Consent of KPMG LLP.
                         (b)    Consent of PricewaterhouseCoopers
                                LLP.
     
     
                              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 13th day of May, 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.
     
                            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 Jr.                                      
(Carroll A. Campbell, Jr.)         Director

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

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

     
     THE PLAN.  Pursuant to the requirements of the Securities
Act of 1933, the managers (persons who administer the employee
benefit plan) of the Thoroughbred Retirement Investment Plan of
Norfolk Southern Corporation and Participating Subsidiary
Companies have 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 13th day of May, 1999.
     
     
                              THOROUGHBRED RETIREMENT
                              INVESTMENT PLAN OF NORFOLK
                              SOUTHERN CORPORATION AND
                              PARTICIPATING SUBSIDIARY COMPANIES
     
     
     
     
                             By /s/ L. Ike Prillaman
                                (L. Ike Prillaman, Manager)
     
     
     
                             By /s/ Henry C. Wolf
                                (Henry C. Wolf, Manager)
     
     
     
                             By /s/ Paul N. Austin
                                (Paul N. Austin, Manager)

                             INDEX TO EXHIBITS
     
     Exhibit Number      Description
     
          4              Instruments defining the rights of
                         security holders, including indentures.
     
                         (b)  Copy of the Bylaws of Norfolk
                              Southern Corporation, as last
                              amended May 13, 1999.
                     
         23              Consents of Independent Auditors:
     
                         (a)    Consent of KPMG LLP.
                         (b)    Consent of PricewaterhouseCoopers
                                LLP.