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 CORPORATION         
     (Exact name of Registrant as specified in its charter)
                                
                                
                                
      Virginia                1-8339            52-1188014   
(State of Incorporation)(Commission File No.) (IRS Employer
                                             Identification No.)

                                
                                
                     Three Commercial Place
                  Norfolk, Virginia  23510-2191
            (Address of principal executive offices)
                                
                                
                                
                         (757) 629-2600
                (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 (the
          "Company") 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 the Company's and CSX's joint tender
          offer which expired on May 23, 1997.

          The Company's portion of the payment for the shares
          tendered in May will be approximately $4.567 billion;
          including the $943 million paid by the Company to
          acquire 8.2 million shares of Conrail stock in
          February, the Company's total payments will approximate
          $5.510 billion.
          
          The Company will pay 58% of the cost of acquiring any
          remaining shares of Conrail Inc.; the Company'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 the Company 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 CORPORATION
                                            (Registrant)


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


                          EXHIBIT INDEX


     Exhibit
     Number         Description

     99             Joint press release, dated May 27, 1997,
                    issued by Company 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.