PAGE 1
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                          -----------------------
                                     
                                 FORM 10-Q

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended SEPTEMBER 30, 1995

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from          to
                                    --------    --------
                       Commission file number 1-8339

                       NORFOLK SOUTHERN CORPORATION
- ----------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


               Virginia                                 52-1188014
- ----------------------------------------    --------------------------------
    (State or other jurisdiction of         (IRS Employer Identification No.)
    incorporation or organization)

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

Registrant's telephone number, including area code      (804) 629-2680
                                                    ------------------------

                                 No Change
- ----------------------------------------------------------------------------
           (Former name, former address and former fiscal year,
                      if changed since last report.)
                                     
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  (X) Yes   ( ) No

The number of shares outstanding of each of the registrant's classes of
Common Stock, as of the last practicable date:

                Class                 Outstanding as of October 31, 1995
                -----                 ----------------------------------
     Common Stock (par value $1.00)     129,768,492 shares (excluding
                                          7,252,634 shares held by
                                          registrant's consolidated
                                                subsidiaries)
  PAGE 2
                                     
            NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS)
                                     
                                   INDEX
                                   -----


                                                                  Page
                                                                  ----
Part I. Financial Information:

        Item 1.   Consolidated Statements of Income
                  Three Months and Nine Months Ended
                  September 30, 1995 and 1994                       3

                  Consolidated Balance Sheets
                  September 30, 1995, and December 31, 1994         4

                  Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 1995 and 1994     5

                  Notes to Consolidated Financial Statements      6-7

        Item 2.   Management's Discussion and Analysis of
                  Financial Condition and Results of Operations  8-13

Part II. Other Information:

        Item 6.   Exhibits and Reports on Form 8-K                 14
        
Signatures                                                         15

Index to Exhibits                                                  16

  PAGE 3
                                     

                      PART I.  FINANCIAL INFORMATION
                      ------------------------------
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
                     Consolidated Statements of Income
             (In millions of dollars except per share amounts)
                                (Unaudited)
                                     

                                    Three Months Ended   Nine Months Ended
                                       September 30,       September 30,
                                      1995      1994      1995      1994
                                    --------  --------  --------  -------- 
                                                      
TRANSPORTATION OPERATING REVENUES:
 Railway:
  Coal                              $  318.5  $  325.0  $  930.1  $  952.4
  Merchandise                          647.3     622.7   1,994.7   1,880.7
  Other                                 30.2      28.1      86.8      82.8
                                    --------  --------  --------  -------- 
       Total railway                   996.0     975.8   3,011.6   2,915.9
 Motor carrier                         187.9     195.4     501.2     493.5
                                    --------  --------  --------  -------- 
       Total operating revenues      1,183.9   1,171.2   3,512.8   3,409.4
                                    --------  --------  --------  -------- 
TRANSPORTATION OPERATING EXPENSES:
 Railway:
  Compensation and benefits            359.7     340.4   1,091.6   1,033.5
  Materials, services and rents        146.7     160.2     472.5     486.5
  Depreciation                          98.3      95.1     289.4     283.4
  Diesel fuel                           45.2      47.3     140.9     139.7
  Casualties and other claims           30.7      36.4      91.7     103.0
  Other                                 37.7      32.5     114.1     109.0
                                    --------  --------  --------  -------- 
       Total railway                   718.3     711.9   2,200.2   2,155.1
 Motor carrier                         173.5     181.8     481.3     476.2
                                    --------  --------  --------  -------- 
       Total operating expenses        891.8     893.7   2,681.5   2,631.3
                                    --------  --------  --------  -------- 
       Income from operations          292.1     277.5     831.3     778.1

Other income (expense):
 Interest income                         6.9       7.4      21.7      18.7
 Interest expense on debt              (28.8)    (27.5)    (85.7)    (75.2)
 Other - net                            16.9       8.7      87.4      48.3
                                    --------  --------  --------  -------- 
       Total other income (expense)     (5.0)    (11.4)     23.4      (8.2)
                                    --------  --------  --------  -------- 
       Income before income taxes      287.1     266.1     854.7     769.9

Provision for income taxes             103.2      97.8     318.9     278.2
                                    --------  --------  --------  -------- 
       NET INCOME                   $  183.9  $  168.3  $  535.8  $  491.7
                                    ========  ========  ========  ======== 

                                                      
Per share amounts (Note 5):
 Net income                         $   1.40  $   1.24  $   4.07  $   3.59
 Dividends                              0.52      0.48      1.56      1.44

See accompanying notes to consolidated financial statements.

  PAGE 4
                                     

               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
                        Consolidated Balance Sheets
                         (In millions of dollars)
                                (Unaudited)

                                              September 30,   December 31,
                                                  1995            1994
                                              ------------    ------------
                                                         
ASSETS
Current assets:
 Cash and cash equivalents                      $    73.2      $    57.0
 Short-term investments                             214.1          249.7
 Accounts receivable - net                          773.8          726.6
 Materials and supplies                              63.1           61.9
 Deferred income taxes                              138.3          137.0
 Other current assets                                77.8          105.3
                                                ---------      ---------
     Total current assets                         1,340.3        1,337.5

Investments                                         231.2          172.8
Properties less accumulated depreciation          9,233.1        8,987.1
Other assets                                         68.3           90.4
                                                ---------      ---------
     TOTAL ASSETS                               $10,872.9      $10,587.8
                                                =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Short-term debt                                $    43.1      $    44.9
 Accounts payable                                   720.5          704.1
 Income and other taxes                             211.0          168.5
 Other current liabilities                          147.0          142.3
 Current maturities of long-term debt (Note 3)       59.3           72.0
                                                ---------      ---------
     Total current liabilities                    1,180.9        1,131.8

Long-term debt (Note 3)                           1,588.3        1,547.8
Other liabilities                                   984.8          961.9
Minority interests                                   52.2           53.5

Deferred income taxes                             2,258.6        2,208.0
                                                ---------      ---------
     TOTAL LIABILITIES                            6,064.8        5,903.0
                                                ---------      ---------
Stockholders' equity:
 Common stock $1.00 per share par value             137.4          140.4
 Other capital                                      424.5          410.4
 Retained income                                  4,266.8        4,154.6

 Less treasury stock at cost, 7,252,634 shares      (20.6)         (20.6)
                                                ---------      ---------
     TOTAL STOCKHOLDERS' EQUITY                   4,808.1        4,684.8
                                                ---------      ---------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,872.9      $10,587.8
                                                =========      =========

See accompanying notes to consolidated financial statements.

  PAGE 5
                                     

               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
                   Consolidated Statements of Cash Flows
                         (In millions of dollars)
                                (Unaudited)

                                                        Nine Months Ended
                                                           September 30,
                                                         1995        1994
                                                       --------    --------
                                                             
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                            $  535.8    $  491.7
 Reconciliation of net income to net cash
   provided by operating activities:
     Special charge payments                               (9.6)      (30.2)
     Depreciation                                         308.1       305.7
     Deferred income taxes                                 44.7        68.3
     Nonoperating gains and losses on properties
       and investments                                    (56.8)      (13.1)
     Changes in assets and liabilities affecting
       operations:
         Accounts receivable                              (42.2)      (43.6)
         Materials and supplies                            (1.2)        4.6
         Other current assets                              27.5        16.2
         Current liabilities other than debt               91.5        54.6
         Other - net                                       16.4         2.8
                                                       --------    --------
            Net cash provided by operating activities     914.2       857.0

CASH FLOWS FROM INVESTING ACTIVITIES:
 Property additions (Note 3)                             (497.6)     (491.9)
 Property sales and other transactions                     80.8        53.4
 Investments and loans                                    (54.5)      (44.5)
 Investment sales and other transactions                   24.6       260.1
 Short-term investments - net                              38.6      (143.3)
                                                       --------    --------
            Net cash used for investing activities       (408.1)     (366.2)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends                                               (205.9)     (197.9)
 Common stock issued - net                                 10.6         9.4
 Purchase and retirement of common stock                 (238.6)     (179.0)
 Proceeds from long-term borrowings (Note 3)                7.6        41.4
 Debt repayments                                          (63.6)     (108.7)
                                                       --------    --------
            Net cash used for financing activities       (489.9)     (434.8)
                                                       --------    --------
            Net increase in cash and cash equivalents      16.2        56.0

CASH AND CASH EQUIVALENTS:*
 At beginning of year                                      57.0        80.5
                                                       --------    --------
 At end of period                                      $   73.2    $  136.5
                                                       ========    ======== 
- ----------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid during the period for:
   Interest (net of amounts capitalized)               $  100.7    $   93.3
   Income taxes                                        $  219.3    $  154.3

* Cash equivalents are highly liquid investments purchased three months or
  less from maturity.

See accompanying notes to consolidated financial statements.

  PAGE 6
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
                Notes to Consolidated Financial Statements


1. In the opinion of Management, the accompanying unaudited interim
   financial statements contain all adjustments (consisting of normal
   recurring accruals) necessary to present fairly the financial
   position as of September 30, 1995, and the results of operations and
   cash flows for the nine months ended September 30, 1995, and 1994.

   While Management believes that the disclosures presented are adequate
   to make the information not misleading, these consolidated financial
   statements should be read in conjunction with the financial
   statements and notes included in the Corporation's latest Annual
   Report on Form 10-K.

2. Contingencies

   There have been no significant changes since year-end 1994 in the
   matters as discussed in Note 17, CONTINGENCIES, appearing in the NS
   Annual Report on Form 10-K for 1994, Notes to Consolidated Financial
   Statements, beginning on page 72.

3. Capital Leases

   During the first quarter of 1995, an NS rail subsidiary entered into
   capital leases covering new locomotives.  The related capital lease
   obligations totaling $104.5 million were reflected in the
   Consolidated Balance Sheet as debt and, because they were non-cash
   transactions, were excluded from the Consolidated Statement of Cash
   Flows.  The lease obligations carry stated interest rates between
   8.23 percent and 8.60 percent but were converted to variable rate
   obligations using interest rate swap agreements.  The interest rates
   on these obligations are based on the six-month London Interbank
   Offered Rate and are reset every six months with realized gains or
   losses accounted for as an adjustment of interest expense over the
   terms of the leases.  As a result, NS is exposed to the market risk
   associated with fluctuations in interest rates.  To date, while such
   rate fluctuations have been nominal, their effects have been
   favorable.

4. Stock Purchase Programs

   Since 1987, the Board of Directors has authorized the purchase and
   retirement of up to 65 million shares of NS common stock.  Purchases
   under the programs have been made with a combination of internally
   generated cash and through the issuance of debt.  Since the first
   purchases in December 1987 through September 30, 1995, NS has
   purchased and retired 62,638,800 shares of its common stock under
   these programs at a cost of approximately $2.8 billion.  Future
   purchases are dependent on market conditions, the economy, cash needs
   and alternative investment opportunities.

  PAGE 7
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
                Notes to Consolidated Financial Statements


5. Earnings Per Share


   "Earnings per share" is computed by dividing net income by the
   weighted average number of common shares outstanding as follows:


                           Three Months Ended     Nine Months Ended
                              September 30,          September 30,
                            1995        1994       1995        1994
                            ----        ----       ----        ----
                                         (In thousands)
                                                 
   Average number of
     shares outstanding    130,578    135,992     131,532    137,105



   Recent decreases in the average number of shares outstanding of NS
   common stock are the result of the stock purchase program described
   in Note 4.

  PAGE 8
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
        Management's Discussion and Analysis of Financial Condition
                         and Results of Operations


RESULTS OF OPERATIONS

Net Income
- ----------
"Net income" for the third quarter was $183.9 million, the highest for
any quarter in NS' history, and $15.6 million, or 9 percent, higher than
in the third quarter of 1994.  Contributing to the 1995 third-quarter
record were a $14.6 million increase in "Income from operations" and a
$6.4 million improvement in nonoperating income.

"Net income" of $535.8 million for the nine months ended September 30,
1995, also a record, was up $44.1 million, or 9 percent, over the
comparable period last year.  A 7 percent increase in "Income from
operations" and substantially higher nonoperating income, largely due to
the first-quarter gain on the partial redemption of a partnership
interest, were principally responsible for the improvement.


Railway Operating Revenues
- --------------------------
"Railway operating revenues" increased $20.2 million, or 2 percent, in the
third quarter and $95.7 million, or 3 percent, for the nine months ended
September 30, 1995, compared with the same periods last year.  The
increases in operating revenues were due to:


                                  Third Quarter      First Nine Months
                                  1995 vs. 1994        1995 vs. 1994
                               Increase (Decrease)  Increase (Decrease)
                               -------------------  -------------------
                                       (In millions of dollars)

                                                    
     Traffic volume (carloads)      $  19.8               $ 125.8
     Revenue per unit/mix              (1.7)                (34.1)
     Other                              2.1                   4.0
                                    -------               -------
                                    $  20.2               $  95.7
                                    =======               =======

  PAGE 9
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
        Management's Discussion and Analysis of Financial Condition
                         and Results of Operations



The principal revenue commodity groups and changes from the prior year
were as follows:


                                  Third Quarter      First Nine Months
                                  1995 vs. 1994        1995 vs. 1994
                               Increase (Decrease)  Increase (Decrease)
                               -------------------  -------------------
                                       (In millions of dollars)

                                                    
     Coal                           $  (6.5)              $ (22.3)
     Merchandise:
       Intermodal                       9.2                  39.5
       Agriculture                      6.2                  11.9
       Paper/forest                     5.8                  17.6
       Automotive                       4.8                  25.7
       Metals/construction              4.3                  18.8
       Chemicals                       (5.7)                  0.5
     Other, principally switching
       and demurrage                    2.1                   4.0
                                    -------               ------- 
                                    $  20.2               $  95.7
                                    =======               =======



Coal
- ----
The comparative decline in NS' coal revenues, for both the third quarter
and first nine months of 1995, resulted from an overall weakness in
shipments of domestic utility coal.  Stockpiles at coal-fired generating
plants had been quite high since the summer of 1994.  This summer's
relatively hot weather in NS' service region resulted in stockpiles
beginning to moderate.  Export coal shipments continued the improvement
begun during the second quarter, as the economic recovery in Europe
helped to generate a 15 percent increase in third-quarter volume and a
5 percent increase in volume for the first nine months of 1995, compared
with last year.

Looking ahead, the encouraging trends in both the domestic utility and
export markets for coal over NS' lines are expected to continue,
producing moderate traffic growth for the remainder of the year.

  PAGE 10
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
        Management's Discussion and Analysis of Financial Condition
                         and Results of Operations


Merchandise
- -----------
All merchandise commodity groups (except chemicals in the third quarter)
produced higher revenues compared with last year.  The intermodal group
continued to produce the greatest gains, with revenues up $9.2 million,
or 9 percent, for the third quarter, and up $39.5 million, or 13 percent,
for the first nine months.  Container traffic posted the largest gains
compared with last year's third quarter, although a softening domestic
economy resulted in somewhat slower growth, compared with the first six
months this year.  Strong container shipments and modest improvement in
trailer movements are expected in the fourth quarter.

The agriculture group recorded the second-best revenue increase in the
third quarter, rising $6.2 million, or 8 percent, compared with last
year.  Strong demand for grain, increased wheat shipments from NS
sourcing regions and an improved export market combined to produce the
gains.  The fourth-quarter outlook is also positive, although this year's
harvest is not expected to match last year's record levels.  Revenues in
the paper/forest and metals/construction commodity groups were up
$5.8 million and $4.3 million, or 5 percent, for the quarter, and up
$17.6 million and $18.8 million, or 5 percent and 8 percent,
respectively, for the first nine months.  The gains in the paper/forest
group were almost entirely due to higher average revenues per shipment,
as traffic volume was flat for both periods.  Higher average revenues
also largely were responsible for the improved results in
metals/construction, although some of the year-to-date gain was due to
greater first-quarter traffic volume.  Revenues from automotive traffic
were up $4.8 million, or 5 percent, for the quarter and $25.7 million, or
8 percent, for the first nine months.  NS continues to benefit from
improved automotive sales and production in markets it serves.
Automobile traffic is expected to remain ahead of last year, although
projected gains from plants scheduled to come back on line in the fourth
quarter will be somewhat mitigated by retooling downtimes and production
slow-downs at other plants.

Railway Operating Expenses
- --------------------------
"Railway operating expenses" increased $6.4 million, or 1 percent, in the
third quarter of 1995, and $45.1 million, or 2 percent, for the nine-month
period, compared with the same periods last year.

The largest expense increase for the quarter was in "Compensation and
benefits" which rose $19.3 million, or 6 percent.  The main factors
contributing to this increase were:  (1) higher wage rates; (2) increased
accruals for stock-based compensation, largely a result of the rise in the
market price of NS stock; and (3) higher health care costs for agreement
employees due to the absorption last year of the cash surplus in a multi-
railroad insurance fund.

On September 26, 1995, NS announced a voluntary retirement program for
certain eligible employees, which 272 of the 475 eligible employees
accepted.  The charge for this program will be recorded in 
fourth-quarter operating expenses.  The effects of this program 
are expected to produce annual savings of approximately
$16 million.
  PAGE 11
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
        Management's Discussion and Analysis of Financial Condition
                         and Results of Operations


Third-quarter expenses also saw an increase in "Other" expenses, which
were up $5.2 million, or 16 percent, compared with last year, which had
benefited from favorable sales and use tax settlements.  Partially
offsetting these increases were reductions in "Materials, services and
rents" and "Casualties and other claims."  "Materials, services and rents"
declined $13.5 million, or 8 percent, due primarily to lower locomotive
and freight car repairs.  Greater income from equipment rents related to
the deprescription of car hire and the leasing of locomotives also
contributed to the decline.  "Casualties and other claims" was
$5.7 million, or 16 percent, lower due to favorable experience in personal
injury claims.

The increase in year-to-date "Railway operating expenses" also reflected
higher compensation and benefits costs which were up $58.1 million, or
6 percent, for the same reasons mentioned in the discussion about third-
quarter expenses.  "Other" expenses rose $5.1 million, or 5 percent,
compared to 1994, which included a favorable sales and use tax adjustment.
The principal decreases in year-to-date railway operating expenses were in
"Materials, services and rents" and "Casualties and other claims."
"Materials, services and rents" declined $14 million, or 3 percent, for
the same reasons mentioned in the third-quarter discussion.  "Casualties
and other claims" declined $11.3 million, or 11 percent, reflecting this
year's more favorable personal injury claims experience and lower
environmental claim costs.

Motor Carrier Operating Revenues
- --------------------------------
"Motor carrier operating revenues" declined $7.5 million, or 4 percent,
for the third quarter but were $7.7 million, or 2 percent, ahead for the
first nine months, compared with the same periods last year.  The
quarterly decline was primarily a result of sluggish demand in the
Relocation Services Division during what is normally its busiest season
of the year.  The year-to-date increase was in the High Value Products
Division, principally due to the recovering economy and increased sales
efforts in the blanketwrap (specialized handling of uncartoned freight)
unit and at the distribution centers.

Motor Carrier Operating Expenses
- --------------------------------
"Motor carrier operating expenses" were $8.3 million, or 5 percent, lower
for the third quarter, but were $5.1 million, or 1 percent, higher for
the nine months, compared with the same periods last year.  Both
variances were principally volume-related.

Other Income (Expense)
- ----------------------
"Interest income" was $0.5 million, or 7 percent, lower for the quarter,
but was $3.0 million, or 16 percent, higher for the first nine months.  The
year-to-date increase was largely due to higher interest rates.

"Interest expense on debt" increased $1.3 million, or 5 percent, and
$10.5 million, or 14 percent, for the third quarter and year-to-date,
respectively, mainly due to higher rates on commercial paper debt.

  PAGE 12
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
        Management's Discussion and Analysis of Financial Condition
                         and Results of Operations


"Other-net" improved by $8.2 million over third-quarter 1994 and by
$39.1 million above the first nine months of last year.  The improvement
for the quarter was largely due to an increase in gains on sales of
property while the year-to-date increase was largely attributable to a
$30.5 million ($18.8 million after-tax) gain resulting from the partial
redemption in January of a real estate partnership interest.

Income Taxes
- ------------
The "Provision for income taxes" in the third quarter of 1995 totaled
$103.2 million, for an effective rate of 35.9 percent, compared with an
effective rate of 36.8 percent last year.  For the first nine months of
1995, income taxes were $318.9 million for an effective tax rate of
37.3 percent, compared with an effective tax rate of 36.1 percent in 1994.
The lower year-to-date effective rate in 1994 was due primarily to
adjustments in federal income tax reserves related to prior years and to a
favorable valuation allowance adjustment for a deferred tax asset.

Required Accounting Change
- --------------------------
In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of."  This standard establishes the accounting and reporting
requirements for recognizing and measuring impairment of long-lived assets
and related goodwill which either are held and used or are held for
disposal.  SFAS No. 121 is effective for fiscal years beginning after
December 15, 1995, and NS plans to implement this change in the first
quarter of 1996.  The impact to NS of adopting this new standard is not
currently determinable; however, it is not expected to have a material
effect on the Corporation's financial position or results of operations.

Environmental Matters
- ---------------------
NS Rail (NS' rail subsidiary) and NS Rail's wholly owned subsidiary, The
Alabama Great Southern Railroad Company ("AGS"), have complied with a
recent request from the Environmental Protection Agency ("EPA") to
provide information concerning any connection they may have had - in the
1880's - to property or the operations conducted thereon at the Bayou
Bonfouca NPL Superfund site located in Slidell, Louisiana.  Since
providing such information, NS has learned informally that the EPA may
consider AGS, with several other entities believed to be solvent, a
potentially responsible party with respect to such site.  Any such
designation of AGS and any associated liability will be contested; it is
not possible at this time to anticipate either (a) the amount of any
liability that may be asserted against NS or NS Rail or (b) as a
consequence, the materiality of such amount to NS' financial position,
results of operation or liquidity in a particular quarter or year.

  PAGE 13
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
        Management's Discussion and Analysis of Financial Condition
                         and Results of Operations



FINANCIAL CONDITION AND LIQUIDITY


                                   September 30, 1995  December 31, 1994
                                   ------------------  -----------------
                                           (Dollars in millions)

                                                     
   Cash and short-term investments      $287.3             $306.7
   Working capital                      $159.4             $205.7
   Current ratio                           1.1                1.2
   Debt to total capitalization           26.0%              26.2%


CASH FLOWS FROM OPERATING ACTIVITIES are NS' principal source of
liquidity and were sufficient to cover cash outflows for dividends, debt
repayments and capital spending (see Consolidated Statements of Cash
Flows on page 5).  The increase in cash provided by operating activities,
compared with the first nine months of 1994, was primarily due to higher
income from operations and lower special charge payments.

CASH FLOWS FROM INVESTING ACTIVITIES were affected principally by
capital spending for property additions.  "Investments and loans"
consists primarily of premium payments related to corporate-owned life
insurance (COLI), while "Investment sales and other transactions"
principally reflects borrowing on COLI.

CASH FLOWS FROM FINANCING ACTIVITIES primarily reflect uses of cash with
the largest amount having been spent on the stock purchase program (see
Note 4).  "Proceeds from long-term borrowings" in 1995 represent amounts
received in connection with capital lease transactions entered into
during the first quarter (see Note 3), and in 1994, reflect an equipment
trust issued.
  PAGE 14
                                     
                        PART II.  OTHER INFORMATION
                        ---------------------------
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES


Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
        (a)  Exhibits

             Computation of Per Share Earnings

             Financial Data Schedule

        (b)  Reports on Form 8-K

             No reports on Form 8-K were filed for the three months ended
             September 30, 1995.




  PAGE 15
                                     
                                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 thereunto duly authorized.



                                      NORFOLK SOUTHERN CORPORATION
                               -----------------------------------------
                                              (Registrant)




Date:  November 9, 1995        /s/ Dezora M. Martin
      -------------------      -----------------------------------------
                               Dezora M. Martin
                               Corporate Secretary (Signature)




Date:  November 9, 1995        /s/ John P. Rathbone
      -------------------      -----------------------------------------
                               John P. Rathbone
                               Vice President and Controller
                               (Principal Accounting Officer) (Signature)


  PAGE 16
                                     
               NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
                                     
                             INDEX TO EXHIBITS
                             -----------------


Electronic
Submission
Exhibit
Number                     Description                     Page Number
- -----------  -----------------------------------------     -----------

   11        Statement re Computation of Per Share
             Earnings                                        17-18

   27        Financial Data Schedule (This exhibit is
             required to be submitted electronically
             pursuant to the rules and regulations of
             the Securities and Exchange Commission and
             shall not be deemed filed for purposes of
             Section 11 of the Securities Act of 1933
             or Section 18 of the Securities Exchange
             Act of 1934).                                      19