SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


                             FORM 8-K


                          CURRENT REPORT


                 PURSUANT TO SECTION 13 OR 15(d)
                  of the Securities Act of 1934



        Date of Report (Date of earliest event reported):

                   May 24, 2000 (May 23, 2000)



                   NORFOLK SOUTHERN RAILWAY COMPANY
      (exact name of registrant as specified in its charter)


                                 1-743
                                 1-3744
                                 1-4793
          Virginia               1-546-2         53-6002016
(State or other jurisdiction  (Commission       (IRS Employer
      of incorporation)        File Number)   Identification No.)


      Three Commercial Place, Norfolk, Virginia  23510-2191
             (Address of principal executive offices)


Registrant's telephone number, including area code (757) 629-2680


                            No Change
 (Former name or former address, if changed since last report.)




Item 5.        Other Events.

     On May 23, 2000, the Registrant's parent, Norfolk Southern
Corporation, announced that it had closed that day the sale of
$300 million aggregate principal amount of its 8 % Senior Notes
due in 2005 and of $300 million aggregate principal amount of its
8 % Senior Notes due in 2010.


Item 7.(c)     Exhibits

               99        Copy of Norfolk Southern Corporation's press
                         release, issued May 23, 2000.



                            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 RAILWAY COMPANY
                                        (Registrant)


                              By:   /s/ Dezora M. Martin
                                 Dezora M. Martin
                                 Assistant Corporate Secretary

Date:  May 24, 2000




                          EXHIBIT INDEX



 Exhibit
 Number
 System                       Description

   99          Copy of Norfolk Southern Corporation's press
               release, issued May 23, 2000.