Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

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STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ------------

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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification Number)

One Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)

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PRR NEWCO, INC.
(Exact name of obligor as specified in its charter)

Commonwealth of Virginia 52-2441467
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

3 Commercial Place
Norfolk, Virginia 23510
(Address of principal executive offices) (Zip code)

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9-3/4% Notes Due June 15, 2020
7-7/8% Notes Due May 15, 2043
(Title of the indenture securities)

ADDITIONAL OBLIGOR

NORFOLK SOUTHERN RAILWAY COMPANY
(Exact name of obligor as specified in its charter)

Commonwealth of Virginia 53-6002016
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

3 Commercial Place
Norfolk, Virginia 23510 23510
(Address of principal executive offices) (Zip code)

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Guarantee of the 9-3/4% Notes Due June 15, 2020
Guarantee of the 7-7/8% Notes Due May 15, 2043

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

Superintendent of Banks of the 2 Rector Street, New York, N.Y. 10006
State of New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation 550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None. (See Note on page 2.)

ITEM 16. LIST OF EXHIBITS.

Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. - A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)

4. - A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed as Exhibit 25(a) to Registration Statement No.
333-102200.)

6. - The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)

7. - A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.

NOTE

Inasmuch as this Form T-1 is being filed prior to the ascertainment by
the Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of April, 2004.

THE BANK OF NEW YORK

By: /s/ Van K. Brown
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Name: Van K. Brown
Title: Vice President

EXHIBIT 7
(Page 1 of 3)

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2003, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
In Thousands

ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . $ 3,752,987
Interest-bearing balances .......................... 7,153,561
Securities:
Held-to-maturity securities ........................ 260,388
Available-for-sale securities ...................... 21,587,862
Federal funds sold in domestic offices ................ 165,000
Securities purchased under agreements to
resell ............................................. 2,804,315
Loans and lease financing receivables:
Loans and leases held for sale ..................... 557,358
Loans and leases, net of unearned
income...............36,255,119
LESS: Allowance for loan and
lease losses............664,233
Loans and leases, net of unearned
income and allowance ............................. 35,590,886
Trading Assets ........................................ 4,892,480
Premises and fixed assets (including capitalized
leases) ............................................ 926,789
Other real estate owned ............................... 409
Investments in unconsolidated subsidiaries and
associated companies ............................... 277,788
Customers' liability to this bank on acceptances
outstanding ........................................ 144,025
Intangible assets
Goodwill ........................................... 2,635,322
Other intangible assets ............................ 781,009
Other assets .......................................... 7,727,722
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Total assets .......................................... $89,257,901
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EXHIBIT 7
(Page 2 of 3)

LIABILITIES
Deposits:
In domestic offices ................................ $33,763,250
Noninterest-bearing.......................14,511,050
Interest-bearing..........................19,252,200
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ........................... 22,980,400
Noninterest-bearing..........................341,376
Interest-bearing..........................22,639,024
Federal funds purchased in domestic
offices ............................................. 545,681
Securities sold under agreements to repurchase ........ 695,658
Trading liabilities ................................... 2,338,897
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) .......................... 11,078,363
Bank's liability on acceptances executed and
outstanding ........................................ 145,615
Subordinated notes and debentures ..................... 2,408,665
Other liabilities ..................................... 6,441,088
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Total liabilities ..................................... $80,397,617
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Minority interest in consolidated
subsidiaries ....................................... 640,126

EQUITY CAPITAL
Perpetual preferred stock and related
surplus ............................................ 0
Common stock .......................................... 1,135,284
Surplus ............................................... 2,077,255
Retained earnings ..................................... 4,955,319
Accumulated other comprehensive income ................ 52,300
Other equity capital components ....................... 0
Total equity capital .................................. 8,220,158
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Total liabilities minority interest and equity capital 89,257,901
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EXHIBIT 7
(Page 3 of 3)

I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi Directors
Gerald L. Hassell
Alan R. Griffith