AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2004

REGISTRATION NO. 333-114795
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NORFOLK SOUTHERN RAILWAY COMPANY
(Exact name of Registrant as specified in its charter)

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COMMONWEALTH OF VIRGINIA 4011 53-6002016
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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PRR NEWCO, INC.
(Exact name of Registrant as specified in its charter)

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COMMONWEALTH OF VIRGINIA 4011 52-2441467
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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THREE COMMERCIAL PLACE
NORFOLK, VIRGINIA 23510-2191
(757) 629-2680
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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JAMES A. SQUIRES, ESQ.
THREE COMMERCIAL PLACE
NORFOLK, VIRGINIA 23510-2191
(757) 629-2680
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

WITH COPIES OF ALL COMMUNICATIONS TO:

ERIC J. FRIEDMAN, ESQ.
DAVID J. GOLDSCHMIDT, ESQ.
C/O SKADDEN ARPS, SLATE, MEAGHER & FLOM, LLP
4 TIMES SQUARE
NEW YORK, NY 10036
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]

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CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED OFFERING PRICE(1), (2) REGISTRATION FEE
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9 3/4% Notes Due June 15, 2020............ $319,000,000 $428,417,000 $54,280.43(3)
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7 7/8% Notes Due May 15, 2043............. $145,000,000 $168,562,500 $21,356.87(3)
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Guarantee of the 9 3/4% Notes Due June 15,
2020.................................... $319,000,000 N/A (4)
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Guarantee of the 7 7/8% Notes Due May 15,
2043.................................... $145,000,000 N/A (4)
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(f) under the Securities Act based on 58% of the
outstanding principal amount of Consolidated Rail Corporation's, or
Conrail's, 9 3/4% Debentures Due June 15, 2020 ($319,000,000) and Conrail's
7 7/8% Debentures Due May 15, 2043 ($145,000,000), multiplied by the average
of the bid and ask market price on April 20, 2004 for each of Conrail's
9 3/4% Debentures (135%) and Conrail's 7 7/8% Debentures (117%),
respectively, represented in each case as a percentage of par, less an
amount equal to 58% of the aggregate cash payment to be paid for each of
Conrail's 9 3/4% Debentures ($7.00 per $1,000 principal amount of 9 3/4%
Debentures) and Conrail's 7 7/8% Debentures ($7.50 per $1,000 principal
amount of 7 7/8% Debentures) validly tendered in the exchange offer and
consent solicitation assuming 100% of the Conrail Debentures are validly
tendered and accepted for exchange in the exchange offer and consent
solicitation.
(2) Exclusive of accrued interest, if any.
(3) Fee previously paid.

(4) The 9 3/4% Notes and the 7 7/8% Notes to be issued by PRR Newco, Inc. will
be guaranteed by Norfolk Southern Railway Company. Pursuant to Rule 457(n),
no separate fee is required to be paid in respect of the guarantees of the
9 3/4% Notes or the 7 7/8% Notes which are being registered concurrently.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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PAGE NUMBER OR INCORPORATION
EXHIBIT NO. DESCRIPTION BY REFERENCE TO
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2.1 Form of Distribution Agreement by and among CSX Previously filed.
Corporation, CSX Transportation, Inc., CSX Rail
Holding Corporation, CSX Northeast Holding
Corporation, New York Central Lines LLC, Norfolk
Southern Corporation, Norfolk Southern Railway
Company, Pennsylvania Lines LLC, Conrail Inc.,
Green Acquisition Corp., Consolidated Rail
Corporation and CRR Holdings LLC.

2.2 Form of Transaction Agreement Amendment by and Previously filed.
among CSX Corporation, CSX Transportation, Inc.,
Norfolk Southern Corporation, Norfolk Southern
Railway Company, Conrail Inc., Consolidated Rail
Corporation and CRR Holdings LLC.

2.3 Form of Tax Allocation Agreement by and among Previously filed.
Green Acquisition Corp., Conrail, Inc.,
Consolidated Rail Corporation, Pennsylvania Lines
LLC and New York Central Lines LLC.

3.1 Articles of Incorporation of PRR Newco, Inc. Previously filed.

3.2 Bylaws of PRR Newco, Inc., as amended. Previously filed.

3.3 Articles of Incorporation of Norfolk Southern Incorporated by reference
Railway Company to Exhibit 3(i) to Norfolk
Southern Railway Company's
10-K filed on March 8,
2001.

3.4 Bylaws of Norfolk Southern Railway Company Incorporated by reference
to Exhibit 3(ii) to
Norfolk Southern Railway
Company's 10-K filed on
March 8, 2001.

4.1 Form of Indenture by and among PRR Newco, Inc., Previously filed.
Norfolk Southern Railway Company and The Bank of
New York.

4.2 Form of Supplemental Indenture, relating to the Filed herewith.
9 3/4% Senior Notes due 2020 and the 7 7/8% Senior
Notes due 2043.

4.3 Form of 9 3/4% Senior Note due 2020. Included in Exhibit 4.2.

4.4 Form of 7 7/8% Senior Note due 2043. Included in Exhibit 4.2.

4.5 In accordance with Item 601(b)(4)(iii) of N/A
Regulation S-K, copies of instruments of Norfolk
Southern Railway Company and its subsidiaries with
respect to the rights of holders of long-term debt
not being registered herein are not filed
herewith, or incorporated by reference, but will
be furnished to the Commission upon request.

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II-1

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PAGE NUMBER OR INCORPORATION
EXHIBIT NO. DESCRIPTION BY REFERENCE TO
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5.1 Opinion of James A. Squires, Esq. Previously filed.

12.1 Statement regarding the computation of ratio of Previously filed.
earnings to fixed charges for NSR.

15.1 Letter regarding unaudited interim financial Previously filed.
information.

23.1 Consent of KPMG LLP, Independent registered public Previously filed.
accounting firm.

23.2 Consent of KPMG LLP and Ernst & Young LLP, Previously filed.
Independent registered public accounting firms.

23.3 Consent of James A. Squires, Esq. Included in Exhibit 5.1.

24.1 Powers of Attorney. Previously filed.

25.1 Statement of Eligibility and Qualification on Form Previously filed.
T-1 of The Bank of New York, as trustee under the
First Supplemental Indenture for the 9 3/4% Senior
Notes due 2020 and the 7 7/8% Senior Notes due
2043.

99.1 Form of Letter of Consent/Transmittal. Filed herewith.

99.2 Form of Notice of Guaranteed Delivery. Filed herewith.

99.3 Form of Client Letter Filed herewith.

99.4 Form of Letter to Brokers, Dealers, Commercial Filed herewith.
Banks, Trust Companies and Other Nominees.

99.5 Guidelines for Certification of Taxpayer Previously filed.
Identification Number on Substitute Form W-9.

99.6 Indenture dated as of May 1, 1990, between Previously filed.
Consolidated Rail Corporation and J.P. Morgan
Trust Company, National Association, as successor
to Bank One Trust Company, N.A., a national
banking corporation, which was successor in
interest to The First National Bank of Chicago, a
national banking association

99.7 Conrail Supplemental Indenture, dated as of August Previously filed.
25, 1998, between Consolidated Rail Corporation
and J.P. Morgan Trust Company, National
Association, as successor to Bank One Trust
Company, N.A., a national banking corporation,
which was successor in interest to The First
National Bank of Chicago, a national banking
association
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II-2

SIGNATURES FOR NORFOLK SOUTHERN RAILWAY COMPANY

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-4
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Norfolk, Virginia, on this 9th day of August, 2004.

NORFOLK SOUTHERN RAILWAY COMPANY

By: *
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Name: David R. Goode
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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SIGNATURE TITLE DATE
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* President and Chief Executive August 9, 2004
- ------------------------------------------------ Officer and Director (Principal
David R. Goode Executive Officer)

* Vice President and Chief Financial August 9, 2004
- ------------------------------------------------ Officer and Director (Principal
Henry C. Wolf Financial Officer)

* Vice President and Controller August 9, 2004
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Marta R. Stewart

* Vice President and Director August 9, 2004
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L.I. Prillaman

* Vice President and Director August 9, 2004
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Stephen C. Tobias
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* James A. Squires, pursuant to Powers of Attorney (executed by each of the
officers and directors listed above and previously filed with the Security and
Exchange Commission), by signing his name, does hereby sign and execute this
Post-Effective Amendment No. 1 to Registration Statement on behalf of each of
the persons referenced above.

By: /s/ JAMES A. SQUIRES

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Name: James A. Squires

Title: Attorney-in-fact

Dated: August 9, 2004

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SIGNATURES FOR PRR NEWCO, INC.

PRR NEWCO, INC.