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): May 23, 1997
                                
                                
                                
                NORFOLK SOUTHERN RAILWAY COMPANY         
     (Exact name of Registrant as specified in its charter)
                                
                                
                                
                            1-743; 1-3744;   
      Virginia             1-4793; 1-546-2       53-600201 6  
(State of Incorporation) (Commission File No.)  (IRS Employer
                                              Identification No.)
                                
                                
                     Three Commercial Place
                  Norfolk, Virginia  23510-2191
             (Address of principal executive offices)
                                
                                
                                
                         (757) 629-2682
                 (Registrant's telephone number)
                                
                                
                                
                            No Change                    
  (Former name or former address, if changed since last report)



ITEM 5.   OTHER EVENTS
       
          On May 27, 1997, Norfolk Southern Corporation ("NSC"),
          which own all of the Registrant's common stock, and CSX
          Corporation ("CSX") issued the attached joint press
          release indicating that approximately 57,407,389 shares
          (including those covered by notices of guaranteed
          delivery) of Conrail Inc. had been accepted for payment
          by Green Acquisition Corp., pursuant to NSC's and CSX's
          joint tender offer which expired on May 23, 1997.

          NSC's portion of the payment for the shares tendered in
          May will be approximately $4.567 billion; including the
          $943 million paid by NSC to acquire 8.2 million shares
          of Conrail stock in February, NSC's total payments to
          date for shares of Conrail Inc. will approximate $5.510
          billion.
          
          NSC will pay 58% of the cost of acquiring any remaining
          shares of Conrail Inc.; NSC's total cost to acquire
          shares of Conrail Inc. thus is anticipated not to
          exceed $5.710 billion.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits: 

               (99) Joint press release, dated May 27, 1997,
                    issued by NSC and CSX concerning the
                    acceptance for payment by Green Acquisition
                    Corp. of approximately 57,407,389 tendered
                    shares (including about 8,937,900 covered by
                    notices of guaranteed delivery) of Conrail
                    Inc.


                            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.


Dated: May 27, 1997


                              NORFOLK SOUTHERN RAILWAY COMPANY    
                                      (Registrant)



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


                           EXHIBIT INDEX

     Exhibit
     Number         Description

     99             Joint press release, dated May 27, 1997,
                    issued by NSC and CSX concerning the
                    acceptance for payment by Green Acquisition
                    Corp. of approximately 57,407,389 tendered
                    shares (including about 8,937,900 covered by
                    notices of guaranteed delivery) of Conrail
                    Inc.