FOR IMMEDIATE RELEASE
                    July 7, 1999

NORFOLK SOUTHERN ANNOUNCES SPECIAL INCENTIVE PROGRAM

NORFOLK,  VA. - Norfolk Southern Corporation (NYSE:  NSC)  today
announced that it has made a special incentive program available
to its employees who are represented by labor unions.

      In  a  letter to employees describing the program, Norfolk
Southern  Chairman,  President  and  CEO  David  R.  Goode  said
employees who make themselves available for service in specified
periods through early September will receive a special incentive
of $600 for each such period. It is anticipated that the payment
will  be  contributed  to the employee's 401(k)  account  as  an
employer  contribution and invested in Norfolk  Southern  common
stock.  Norfolk  Southern will establish a  401(k)  account  for
those employees who qualify for the incentive and do not have an
existing account.

      The program is open to 30,000 employees, each of whom will
be  able to qualify for a total incentive of $3,000. The expense
of  these  incentives -- the total amount  of  which  cannot  be
estimated  reliably  at this time -- will be  reflected  in  the
third quarter.

      "We  must continue to concentrate on improving the quality
of  service  to our customers, while maintaining  our  focus  on
safety,"  Goode said. "In recognition of the level of dedication
that  will  be  required to successfully complete the  tasks  at
hand, the special availability bonus program is being placed  in
effect."

      Norfolk  Southern  Corporation, a  Virginia-based  holding
company  with  headquarters in Norfolk,  owns  a  major  freight
railroad,  Norfolk  Southern  Railway  Company,  which  operates
approximately 21,600 miles of road in 22 states, the District of
Columbia and the Province of Ontario.

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Media Contact: Robert C. Fort 757/629-2710

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