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):

                   July 7, 1999 (July 2, 1999)



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



          Virginia               1-8339          52-1188014
(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 July 2, 1999, in connection with the integration of the
Conrail properties allocated to Pennsylvania Lines LLC (PRR) and
being operated under agreement with PRR by Norfolk Southern
Railway Company, the registrant announced that incentives -- more
particularly described in the Bulletin and in the press release
annexed hereto as, respectively, Exhibit 99.1 and Exhibit 99.2
- -- are being made available to employees covered by collective
bargaining agreements.  The primary purposes of the incentives
are to encourage all participating employees to "continue to
concentrate on improving the quality of service to our customers,
while maintaining our focus on safety."

The maximum incentive amount for which each of 30,000 potentially
eligible participating employees will be able to qualify is
$3,000 -- $600 for each of five specified periods.  It is not
possible to estimate reliably either (1) the total number of
employees who actually will receive incentives or (2) the actual
amount any one employee will receive, or, consequently, the
aggregate amount that, at the conclusion of the last of the five
specified periods, actually will be payable.

To the fullest extent possible, incentives are expected to be
satisfied with new-issue Norfolk Southern common stock
contributed (on the basis of the market price at the time) to the
401(k) accounts of the recipient employees.  Some incentives may
be satisfied in cash.

The expense of these incentives will be recorded in the third
quarter and is in addition to expenses incurred in the second
quarter for contractual service commitments, equipment rents, and
increased labor costs that have been mentioned in registrant's
earlier announcements concerning the higher-than-anticipated
expenses it has incurred in connection with the integration of
Conrail properties.


Item 7(c).  Exhibits.

     No. 99.1  Copy of the "Bulletin" issued July 2, 1999,
               outlining certain incentives available to
               agreement employees between July 3, 1999, and
               early September 1999.

     No. 99.2  Copy of the press release issued July 7, 1999,
               announcing that certain incentives have been
               offered to agreement employees for service between
               July 3, 1999, and early September 1999.




     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 CORPORATION
                                            (Registrant)


                                   By: /s/ Dezora M. Martin
                                           Dezora M. Martin
                                           Corporate Secretary
Date:  July 7, 1999



                          EXHIBIT INDEX


Exhibit
Number
System              Description

 99.1               Copy of the "Bulletin" issued
                    July 2, 1999, outlining certain
                    incentives available to agreement
                    employees between July 3, 1999,
                    and early September 1999.

 99.2               Copy of the press release issued
                    July 7, 1999, announcing that certain
                    incentives have been offered to
                    agreement employees for service
                    between July 3, 1999, and early
                    September 1999.