As filed with the Securities and Exchange Commission on January
26, 1994                                Registration No.    -
_________________________________________________________________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                                                                 

                     Washington, D. C. 20549
                            __________

                              FORM S-8
                                                                 

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                            __________

                     NORFOLK SOUTHERN CORPORATION
          (Exact name of issuer as specified in its charter)

              Virginia                            52-1188014
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)             Identification No.)

       Three Commercial Place                      23510-2191
          Norfolk, Virginia                        (Zip Code)
(Address of Principal Executive Offices)


                  NORFOLK SOUTHERN CORPORATION
                DIRECTORS' RESTRICTED STOCK PLAN
                    (Full title of the plan)

                       JOHN S. SHANNON, Esq.
                  Executive Vice President - Law
                   Norfolk Southern Corporation
                      Three Commercial Place
                   Norfolk, Virginia 23510-2191
             (Name and address of agent for service)
   Telephone number, including area code, of agent for service:
                         (804) 629-2630
                             __________



                       CALCULATION OF REGISTRATION FEE

                                             
                               Proposed   Proposed       Amount
                               maximum    maximum        of reg- 
                    Amount     offering   aggregate      istra-
Title of securities to be      price      offering       tion
to be registered    registered per share* price*         fee


Norfolk Southern    30,000      $73.3125   $2,199,375.00 $758.41
Corporation         shares
Common Stock, 
$1.00 par value


*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457(h), based upon a
price of $73.3125 per share for 30,000 shares of Common Stock
issuable under the Directors' Restricted Stock Plan, such price
being the average of the high and low prices of the Common Stock
reported in the consolidated reporting system on January 21,
1994, a date within five business days prior to the date of
filing this Registration Statement.




             THIS REGISTRATION STATEMENT ON FORM S-8
                    ("REGISTRATION STATEMENT")
   IS SOLELY FOR THE REGISTRATION OF SHARES OF COMMON STOCK OF
                  NORFOLK SOUTHERN CORPORATION 
                TO BE ISSUED OR GRANTED UNDER THE 

                   NORFOLK SOUTHERN CORPORATION
            DIRECTORS' RESTRICTED STOCK PLAN ("PLAN") 


ITEM 3.   Incorporation of Documents by Reference.

          Norfolk Southern Corporation ("Registrant") hereby
incorporates into the Registration Statement the documents listed
below; all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities to
be granted under the Plan have been granted or which deregisters
all securities then remaining ungranted, shall be deemed to be
incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.    

          (1)  Registrant's latest Annual Report filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934, as
amended; 

          (2)  All other reports of the Registrant thereafter
filed pursuant to Section 13(a) or 15(d) of the Exchange Act; and

          (3)  The description of Norfolk Southern Corporation
Common Stock contained in the registration statement on Form 8-B,
as amended, filed pursuant to Section 12 of the Exchange Act.


ITEM 4.   Description of Securities.

          Not applicable to already-registered securities. 


ITEM 5.   Interests of Named Experts and Counsel.

          Not applicable.


ITEM 6.   Indemnification of Directors and Officers.

          Article 10 of the Virginia Stock Corporation Act
provides, in general, for indemnification by a corporation of any
person threatened with or made a party to any action, suit or
proceeding by reason of the fact she or he is, or was, a
director, officer, employee or agent of such corporation. 
Indemnification also is authorized (and in certain cases, is
required) with respect to a criminal action or proceeding where
the potential indemnitee had no reasonable cause to believe that
her or his conduct was unlawful.  A corporation also may
indemnify such individuals for service, performed at the request
of that corporation, as a director, officer, employee, agent or
otherwise of another entity or organization.

          Article VI of the Restated Articles of Incorporation of
Norfolk Southern Corporation ("Corporation") provides, in
general, for mandatory indemnification of directors and officers
(including former directors and officers), to the full extent
permitted by Virginia law, against liability incurred by them in
proceedings by third parties, or by or on behalf of the
Corporation itself, by reason of the fact that such person is, or
was, a director or officer of the Corporation, or is, or was,
serving at the request of the Corporation as a director, officer,
employee, agent or otherwise of another entity or organization. 
Virginia corporate law currently does not permit indemnity for
willful misconduct or for a knowing violation of the criminal
law.

          Article VI of the Corporation's Restated Articles of
Incorporation also provides that in every instance, and to the
fullest extent permitted by Virginia corporate law in effect from
time to time, directors and officers of the Corporation
(including former directors and officers) shall not be liable to
the Corporation or its stockholders.  Under current Virginia law,
this provision cannot limit liability for willful misconduct or
for a knowing violation either of the criminal law or of any
federal or state securities law.

          Directors and officers of the Corporation are covered
by certain policies providing directors' and officers' liability
insurance.  In general, the insurers are obligated to make
payments under these policies only if the Corporation may
indemnify a director or officer -- and does not or cannot do so. 
The policies are issued on a "claims made" basis, and apply as
well to service performed by such individuals at the direction of
the Corporation as a director, officer, employee, agent or
otherwise of another entity or organization.


ITEM 7.   Exemption from Registration.

          Not applicable


ITEM 8.   Exhibits.

     Exhibit Number              Description

           4             Instruments defining the rights of
                         security holders, including indentures.

                         (a)  The Restated Articles of 
                         Incorporation of Norfolk Southern 
                         Corporation are incorporated herein by
                         reference from Exhibit 1 of Norfolk
                         Southern's Form 10-Q Report for the
                         quarter ended September 30, 1989.

                         (b)  Copy of the Bylaws of Norfolk
                         Southern Corporation, as last amended
                         January 25, 1994.

          23             Consent of KPMG Peat Marwick.

          99             Copy of the Plan as adopted January 25,
                         1994, effective upon filing of this
                         Registration Statement.


ITEM 9.   Undertakings.     

          The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

               (i)    To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement; and

               (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          The undersigned registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.


                            SIGNATURES

          THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, Norfolk Southern Corporation certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
Commonwealth of Virginia, on this 25th day of January, 1994.


                    NORFOLK SOUTHERN CORPORATION



                    By  /s/ David R. Goode
                            (David R. Goode)
                        Chairman, President and 
                        Chief Executive Officer



                        POWER OF ATTORNEY


          We, the undersigned officers and directors of Norfolk
Southern Corporation hereby severally constitute John S. Shannon
and John R. Turbyfill, and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, any and all amendments to the Registration
Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable
Norfolk Southern Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to any and all amendments to said
Registration Statement.



     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on this 25th
day of January, 1994, by the following persons in the capacities
indicated.

SIGNATURE                          TITLE
                                

/s/ David R. Goode                 Chairman, President and 
(David R. Goode)                   Chief Executive Officer and
                                   Director (Principal Executive
                                   Officer)

/s/ Henry C. Wolf                  Executive Vice President-
(Henry C. Wolf)                    Finance (Principal)
                                   Financial (Officer)

/s/ John P. Rathbone               Vice President and Controller
(John P. Rathbone)                 (Principal Accounting Officer)


/s/ Gerald L. Baliles    
(Gerald L. Baliles)                Director 


/s/ Gene R. Carter       
(Gene R. Carter)                   Director


/s/ L. E. Coleman        
(L. E. Coleman)                    Director


/s/ William J. Crowe, Jr.
(William J. Crowe, Jr.)            Director


/s/ T. Marshall Hahn, Jr.
(T. Marshall Hahn, Jr.)            Director


/s/ Landon Hilliard      
(Landon Hilliard)                  Director


/s/ E. B. Leisenring, Jr.
(E. B. Leisenring, Jr.)            Director


_________________________
(J. Margaret O'Brien)              Director


/s/ Arnold B. McKinnon   
(Arnold B. McKinnon)               Director


/s/ Robert E. McNair     
(Robert E. McNair)                 Director


_________________________
(Harold W. Pote)                   Director


                        INDEX TO EXHIBITS


                                             
                                                  



EXHIBIT                           
NUMBER                DESCRIPTION 

   4           Copy of the Bylaws of Norfolk 
               Southern Corporation as
               last amended January 25, 1994     

  23           Consent of KPMG Peat Marwick          


  99           Copy of Norfolk Southern 
               Corporation Directors' 
               Restricted Stock Plan                         

                                                      
                                                       EXHIBIT 4











                           B Y L A W S


                               OF


                   NORFOLK SOUTHERN CORPORATION


                           AS AMENDED


                         JANUARY 25, 1994


                              BYLAWS

                                OF

                   NORFOLK SOUTHERN CORPORATION



                            ARTICLE I
                      Stockholders' Meetings

     SECTION 1.  Annual Meeting.  The annual meeting of the
stockholders of the corporation shall be held on such date in
March, April, May or June as the board of directors may
designate.  If the date of the annual meeting shall be a legal
holiday, the meeting shall be held on the next succeeding day not
a legal holiday.

     SECTION 2.  Special Meetings.  Special meetings of the
stockholders shall be held whenever called by the chief executive
officer or by a majority of the directors.

     SECTION 3.  Time and Place.  All meetings of the
stockholders shall be held at the time and place stated in the
notice of meeting.

     SECTION 4.  Quorum.  The holders of a majority of the
outstanding shares of capital stock entitled to vote, represented
in person or by proxy, shall constitute a quorum at any meeting
of the stockholders.  If less than a quorum is present at an
annual or special meeting, then a majority in interest of the
stockholders present in person or by proxy may from time to time
adjourn the meeting to a fixed time and place, no further notice
of any adjourned meeting being required.  Each stockholder shall
be entitled to one vote in person or by proxy for each share
entitled to vote then outstanding in his name on the books of the
corporation.

     SECTION 5.  Record Date.  The board of directors may fix in
advance a date as the record date for a determination of
stockholders for any purpose, such date to be not more than
seventy days before the meeting or action requiring a
determination of stockholders.

     SECTION 6.  Conduct of Meetings.  The chief executive
officer, or any officer or director he may designate, shall
preside over all meetings of the stockholders.  The secretary of
the corporation, or an assistant secretary, shall act as
secretary of all the meetings, if present.  If the secretary or
an assistant secretary is not present, the chairman of the
meeting shall appoint a secretary.

     The board of directors, prior to the annual meeting of the
stockholders each year, shall appoint one or more inspectors of
election to act at such annual meeting and at all other meetings
of stockholders held during the ensuing year.  In the event of
the failure of the board to make such appointment or if any
inspector of election shall for any reason fail to attend and to
act at such meeting, an inspector or inspectors of election, as
the case may be, may be appointed by the chairman of the meeting.

The inspectors of election shall determine the qualification of
voters, the validity of proxies and the results of ballots.


                           ARTICLE II
                       Board of Directors

     SECTION 1.  Election, Number and Term.  The board of
directors shall be chosen at the annual meeting of the
stockholders or at any special meeting held in lieu thereof.  The
number of the directors shall be twelve, and the directors shall
be classified and shall hold office for terms as provided in the
articles of incorporation.  This number may be increased or
decreased at any time by amendment of these bylaws, but shall
always be a number of not less than three.  Directors need not be
stockholders.  Directors shall hold office until their successors
are elected.

     SECTION 2.  Quorum.  A majority of the number of directors
fixed by these bylaws shall constitute a quorum.  If less than a
quorum is present at a meeting, then a majority of those present
may adjourn the meeting to a fixed time and place, no further
notice of any adjourned meeting being required.
     
     SECTION 3.  Vacancies.  Any vacancy arising among the
directors, including a vacancy resulting from an increase by not
more than thirty percent in the number of directors last elected
by the stockholders, may be filled by a majority vote of the
remaining directors though less than a quorum unless sooner
filled by the stockholders.

     SECTION 4.  Meetings.  Meetings of the board of directors
shall be held at times fixed by resolution of the board or upon
the call of the chief executive officer or of one-third of the
members of the board.  Notice of any meeting not held at a time
fixed by a resolution of the board shall be given to each
director at least two days before the meeting at his residence or
business address or by delivering such notice to him or by
telephoning or telegraphing it to him at least one day before the
meeting.  Any such notice shall contain the time and place of the
meeting.  Meetings may be held without notice if all the
directors are present or those not present waive notice before or
after the meeting.  The chief executive officer, or any director
he may designate, shall preside over all meetings. 

     SECTION 5.  Committees.  The board of directors may by
resolution designate an executive committee and one or more other
committees, each of which shall consist of two or more directors.

Any such committee, to the extent provided in the resolution of
the board of directors and except as otherwise provided by law,
shall have and may exercise the powers and authority of the board
of directors in the management of the business and affairs of the
corporation.


                           ARTICLE III
                             Officers

     SECTION 1.  Election, Number and Term.  The board of
directors, promptly after its election in each year, may elect a
chairman of the board and shall elect a president (one of whom
shall be designated chief executive officer), a secretary and a
treasurer, and may elect one or more vice chairmen and vice
presidents and may appoint such other officers as it may deem
proper.  Any officer may hold more than one office except that
the same person shall not be president and secretary.  Each
officer shall hold office until his successor is elected or until
his death or until he resigns or is removed in the manner
hereinafter provided.

     SECTION 2.  Removal.  Any officer may be removed at any time
by the vote of the board of directors and any officer or agent
appointed otherwise than by the board of directors may be removed
by any officer having authority to appoint that officer or agent.


     SECTION 3.  Vacancies.  Vacancies among the officers elected
by the board of directors shall be filled by the directors.

     SECTION 4.  The Chief Executive Officer.  The chief
executive officer, subject to the control of the board of
directors, shall in general supervise and control all of the
business and affairs of the corporation.  All officers and
agents, other than officers or agents elected or appointed by the
board of directors, shall be appointed by the chief executive
officer or by the heads of departments, subject to the approval
of the chief executive officer.  Unless otherwise specifically
provided in these bylaws or by direction of the board of
directors, the chief executive officer or, at his direction, any
officer, employee or agent of the corporation designated by him,
may sign and execute all representations, securities, conveyances
of real and personal property, leases, licenses, releases,
contracts and other obligations and instruments in the name of
the corporation.

     SECTION 5.  The Vice Chairmen and Vice Presidents.  The vice
chairmen and the vice presidents shall perform such duties as
from time to time may be assigned to them by the chief executive
officer or by the board of directors.  In the absence of the
chief executive officer, or in the event of his death, inability
or refusal to act, the officer designated by the chief executive
officer or the board of directors shall perform the duties of the
chief executive officer, and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the chief
executive officer.  Any vice chairman or vice president may sign,
with the secretary or an assistant secretary, certificates for
shares of the corporation.

     SECTION 6.  The Secretary.  The secretary shall: (a) keep
the minutes of the meetings of the stockholders and the board of
directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions
of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that
the seal of the corporation is affixed to all documents the
execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address
of each stockholder which shall be furnished to the secretary by
such stockholders; (e) sign with the chairman of the board, a
vice chairman, the president, or a vice president, certificates
for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation;
and (g) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be
assigned to him by the chief executive officer or by the board of
directors.

     SECTION 7.  The Treasurer.  If required by the board of
directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the board of directors shall determine.  He shall:
(a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of Article
IV of these bylaws; (b) when duly authorized, disperse all moneys
belonging or coming to the corporation; and (c) in general
perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by
the chief executive officer or by the board of directors.

     SECTION 8.  Assistant Secretaries and Assistant  Treasurers.

The assistant secretaries, when authorized by the board of
directors, may sign with the chairman of the board, a vice
chairman, the president or a vice president certificates for
shares of the corporation the issuance of which shall have been
authorized by a resolution of the board of directors.  The
assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the board of
directors shall determine.  The assistant secretaries and
assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer,
respectively, or by the chief executive officer or the board of
directors.

      SECTION 9.  Salaries.  The salaries of the officers elected
by the board of directors shall be fixed by the board of
directors.  The salaries of all other officers shall be fixed by
the chief executive officer or by the heads of departments,
subject to the approval of the chief executive officer.


                           ARTICLE IV
                       Checks and Deposits

     SECTION 1.  Checks and Drafts.  All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

     SECTION 2.  Deposits.  All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as may be selected in a manner authorized by the
board of directors.


                            ARTICLE V
                       Certificate of Stock

     Each stockholder shall be entitled to a certificate or
certificates of stock in such form as may be approved by the
board of directors signed by the chairman of the board, a vice
chairman, the president or a vice president and by the secretary
or an assistant secretary or the treasurer or any assistant
treasurer.

     All transfers of stock of the corporation shall be made upon
its books by surrender of the certificate for the shares
transferred accompanied by an assignment in writing by the holder
and may be accomplished either by the holder in person or by a
duly authorized attorney in fact.

     In case of the loss, mutilation or destruction of a
certificate of stock, a duplicate certificate may be issued upon
such terms not in conflict with law as the board of directors may
prescribe.

     The board of directors may also appoint one or more transfer
agents and registrars and may require stock certificates to be
countersigned by a transfer agent or registered by a registrar or
may require stock certificates to be both countersigned by a
transfer agent and registered by a registrar.  If certificates of
capital stock of the corporation are signed by a transfer agent
or by a registrar (other than the corporation itself or one of
its employees), the signature thereon of the officers of the
corporation and the seal of the corporation thereon may be
facsimiles, engraved or printed.  In case any officer or officers
who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, such
certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such
officer or officers of the corporation.


                           ARTICLE VI
                              Seal

     The seal of the corporation shall be a flat-faced circular
die, of which there may be any number of counterparts, with the
word "SEAL" and the name of the corporation and the state and
year of incorporation engraved thereon.


                           ARTICLE VII
                           Fiscal Year

     The fiscal year of the corporation shall begin on the first
day of January and end on the thirty-first day of December in
each year.

                           ARTICLE VIII
                      Voting of Stock Held

     Unless otherwise ordered by the board of directors, the
chief executive officer, or his designee, shall have full power
and authority in behalf of the corporation to attend and to act
and to vote at any meetings of stockholders of any corporation in
which the corporation may hold stock, and at any such meeting
shall possess and may exercise any and all the rights and powers
incident to the ownership of such stock, which, as the owner
thereof, the corporation might have possessed and exercised if
present, and may sign proxies on behalf of the corporation with
respect to any such meeting or sign consents on behalf of the
corporation with respect to corporate actions permitted without a
meeting of stockholders.  The board of directors, by resolution,
from time to time, may confer like powers upon any other person
or persons.


                           ARTICLE IX
                           Amendments

     These bylaws may be altered, amended or repealed and new
bylaws may be adopted by the board of directors at any regular or
special meeting of the board of directors.

                                                       EXHIBIT 23


                 CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Norfolk Southern Corporation

We consent to the incorporation by reference herein of our
reports dated January 26, 1993, which appear in the December 31,
1992, annual report on Form 10-K of Norfolk Southern Corporation.



                                       /s/ KPMG Peat Marwick


Norfolk, Virginia
January 26, 1994

                                                       EXHIBIT 99

                   NORFOLK SOUTHERN CORPORATION

                 Directors' Restricted Stock Plan


  I. Effective Date:     January 1, 1994


 II. Purpose:            To increase the ownership of common
                         stock of Norfolk Southern Corporation
                         ("Corporation") by non-employee
                         directors so as to align further their
                         ownership interest in the Corporation
                         with that of the stockholders.


III. Eligibility:        Any non-employee director of the
                         Corporation as of the Effective Date and
                         any non-employee director of the
                         Corporation who begins his or her term
                         as director on or after the Effective
                         Date ("Eligible Director").  A "non-    
                         employee director" is a director who is
                         not an officer of the Corporation or any
                         of its subsidiaries.


 IV. Benefits:           (1)  An Eligible Director shall be
                              granted one-thousand (1,000) shares
                              of Corporation common stock
                              ("Restricted Shares") on the later
                              of the Effective Date of the
                              Registration Statement registering
                              the grant of common stock under
                              this Plan or the date a person
                              becomes an Eligible Director. 

                         (2)  Restricted Shares shall be
                              restricted as hereinafter provided
                              for a period ("Restriction Period")
                              commencing on the date of grant and
                              ending on the date that is the
                              earlier of the death of the
                              Eligible Director or 6 months
                              after the Eligible Director ceases
                              to be a director by reason of
                              disability or retirement.  During
                              the Restriction Period, the
                              Eligible Director shall have the
                              entire beneficial interest in and
                              all rights and privileges of a
                              stockholder as to the Restricted
                              Shares, including the right to
                              receive dividends and the right to
                              vote such shares, subject to
                              the following conditions: (a) the
                              Eligible Director shall not be
                              entitled to delivery of the stock
                              certificate until expiration of the
                              Restriction Period; (b) none of the
                              Restricted Shares may be sold,
                              transferred, assigned, pledged or
                              otherwise encumbered or disposed of
                              during the Restriction Period; and
                              (c) all Restricted Shares shall be
                              forfeited and all rights of the
                              Eligible Director in and to such
                              shares shall terminate unless the
                              Eligible Director remains a
                              director of the Corporation until
                              death, disability or retirement.

                         (3)  For purposes of this Plan,
                              "retirement" of an Eligible
                              Director means termination of
                              service as a director of the
                              Corporation, if (a) the Eligible
                              Director at the time of 
                              termination was ineligible to
                              continue serving as a director
                              under the Corporation's Retirement
                              Policy for Directors or (b) the
                              Eligible Director had served as a
                              director of the Corporation for at
                              least two consecutive years, and
                              such termination is (i) due to the
                              Eligible Director's taking a
                              position with or providing services
                              to a governmental, charitable or
                              educational institution whose
                              policies prohibit continued service
                              as a director of the Corporation,
                              or (ii) due to the fact that
                              continued service as a director
                              would be a violation of law, or
                              (iii) not due to the voluntary
                              resignation or refusal
                              to stand for reelection by the
                              Eligible Director.

                         (4)  The Board of Directors of the
                              Corporation may make such
                              adjustments in the number and kind
                              of shares authorized by the Plan
                              and the number and kind of shares
                              or other securities or property
                              covered by outstanding awards as
                              are required by any change in the
                              corporate structure or shares of
                              the Corporation, including but not
                              limited to, recapitalization, stock
                              splits, stock dividends, 
                              combination or exchange of
                              shares, mergers, consolidations,
                              rights offerings, separations,
                              reorganizations, and liquidations. 


 V.  Miscellaneous:      A maximum of 30,000 shares of
                         Corporation  common stock may be granted
                         under this  Plan.  This Plan may be
                         amended (but not more than once every
                         six months, other than to comply with
                         changes in the Internal Revenue Code) or
                         terminated by the Board of Directors of
                         the Corporation.