As filed with the Securities and Exchange Commission on January
25, 1995                          Registration No. 33 -
_________________________________________________________________

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)

THOROUGHBRED RETIREMENT INVESTMENT
PLAN OF NORFOLK SOUTHERN CORPORATION
AND PARTICIPATING COMPANIES
(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      
Title of                   maximum       maximum       Amount of
securities     Amount      offering      aggregate     regis-
to be          to be       price         offering      tration
registered     registered  per share*    price*        fee
_________________________________________________________________

Norfolk        1,200,000   $63.125       $75,750,000   $26,120.69
Southern       shares
Corporation
Common Stock
$1.00 par 
value

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.

_________________________________________________________________

</TABLE/

>

*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457(h), based upon a
price of $63.125 per share for 1,200,000 shares of Common Stock
issuable under the Thoroughbred Retirement Investment Plan, such
price being the average of the high and low prices of the Common
Stock reported in the consolidated reporting system on January
19, 1995, a date within five business days prior to the date of
filing this Registration Statement.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, and the Plan's latest annual report filed pursuant to
Section 15(d) 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 that he or she 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
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 obliged 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 24, 1995.

23             Consent of KPMG Peat Marwick.

99             Copy of the Plan as adopted January 24,
1995, effective April 1, 1995.

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, Form
S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission 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,
and Commonwealth of Virginia, on this 24th day of January, 1995.

NORFOLK SOUTHERN CORPORATION

By /s/ 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
24th day of January, 1995, by the following persons in the
capacities indicated.

Signature                               Title

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

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

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

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

/s/ Jane Margaret O'Brien
(Jane Margaret O'Brien)                 Director

/s/ Harold W. Pote
(Harold W. Pote)                        Director

The Plan.  Pursuant to the requirements of the
Securities Act of 1933, the managers (persons who administer the
employee benefit plan) of the Thoroughbred Retirement Investment
Plan of Norfolk Southern Corporation and Participating Subsidiary
Companies have 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 24th day of January, 1995.

THOROUGHBRED RETIREMENT INVESTMENT PLAN
OF NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES 

By /s/ John R. Turbyfill
(John R. Turbyfill, Manager)

By /s/ Henry C. Wolf
(Henry C. Wolf, Manager)

By /s/ Paul N. Austin
(Paul N. Austin, Manager)

B Y L A W S

OF

NORFOLK SOUTHERN CORPORATION

AS AMENDED

JANUARY 24, 1995

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 stock-
holders or at any special meeting held in lieu thereof.  The
number of the directors shall be eleven, 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.

CONSENT OF INDEPENDENT AUDITORS'

The Board of Directors:
Norfolk Southern Corporation:

We consent to the incorporation by reference herein of our report
dated January 25, 1994, which appears in the December 31, 1993
annual report on Form 10-K of Norfolk Southern Corporation.  Our
report refers to changes in accounting methods related to income
taxes, postretirement benefits, and postemployment benefits.

/s/ KPMG Peat Marwick LLP

January 25, 1995

THOROUGHBRED RETIREMENT INVESTMENT PLAN 

OF

NORFOLK SOUTHERN CORPORATION

AND

PARTICIPATING SUBSIDIARY COMPANIES

Effective April 1, 1995

INDEX

Page

Article I        -  Background and Purpose                     1

Article II       -  Definitions                                1

Article III      -  Membership                                 5

Article IV       -  Basic and After-Tax Contributions          6

Article V        -  Matching Contributions                     7

Article VI       -  Rollover Contributions                     7 

Article VII      -  Limitation on Contributions and            8
Benefits

Article VIII     -  Investment of Contributions and            9
Income

Article IX       -  Distributions and Withdrawals             11

Article X        -  Member Rights                             14

Article XI       -  Administration                            15

Article XII      -  Participation by Subsidiary Companies     18

Article XIII     -  Modification or Termination of Plan       19

Article XIV      -  Non-Alienation of Benefits                19

Article XV       -  Miscellaneous                             19

Article XVI      -  Top Heavy Provisions                      21

Article XVII     -  Transfers To Other Plans of               22
the Corporation

THOROUGHBRED RETIREMENT INVESTMENT PLAN

OF 

NORFOLK SOUTHERN CORPORATION 

AND 

PARTICIPATING SUBSIDIARY COMPANIES

ARTICLE I.  BACKGROUND AND PURPOSE

Norfolk Southern Corporation adopted the Norfolk
Southern Corporation Thoroughbred Retirement Investment Plan
("Plan"), effective April 1, 1995, for eligible employees of the
Corporation and its subsidiary and affiliated companies to
encourage retirement savings by participating employees.

ARTICLE II.  DEFINITIONS

For purposes of the Plan, the following terms shall
have the following meanings unless a different meaning is plainly
required by the context:

After-Tax       Amounts contributed by a Member in accordance
Contributions   with Paragraph 4 of Article IV.

After-Tax       The account established with respect to the
Contributions   After-Tax Contributions of each Member in
Account         accordance with Paragraph 5 of Article IV.

Agreement       An Employee of the Corporation or a Participating
Employee        Subsidiary in a position for which the rate of
pay is governed by the provisions of a collective
bargaining agreement (but excluding an employee
excepted under Section 4 of Supplemental
Agreement "A" between Norfolk and Western Railway
Company and the Brotherhood of Railway, Airline
and Steamship Clerks, Freight Handlers, Express
and Station Employees).

Balanced        An investment fund selected by the Managers,
Fund            which is managed by an investment manager (within
the meaning of Section 3(38) of ERISA) and which
seeks both income and capital appreciation by
investing in a combination of both stocks and
bonds.

Basic           Amounts contributed by the Corporation or a
Contributions   Participating Subsidiary on behalf of a Member in
accordance with Paragraph 1 of Article IV which
are deductible under Code Section 404.

Basic           The account established with respect to the
Contributions   Basic Contributions on behalf of each Member in
Account         accordance with Paragraph 5 of Article IV.

Beneficiary     The Member's surviving spouse on the date of the
Member's death.  If the Member has no surviving
spouse or if the Member's surviving spouse has
consented in writing to a designation of
beneficiary, which consent has been acknowledged
by a notary public, then the surviving person or
persons designated in writing by the Member to
receive the balance in any account held by the
Plan for such Member at the time of his death, or
in the absence of a valid designation, the estate
of the Member.  

Board of        The Board of Directors of the Corporation.
Directors

Bond Fund       An investment fund selected by the Managers,
which is managed by an investment manager (within
the meaning of Section 3(38) of ERISA) and which
invests principally in marketable corporate debt
securities, United Stated Government securities,
mortgage-related securities, and cash.  

Code            The Internal Revenue Code of 1986, as amended.

Compensation    The salary payable during an established pay
period in the form of cash (including overtime,
vacation, sick leave, arbitraries and allowances
paid under the terms of a collective bargaining
agreement, and any payments made pursuant to a
protective agreement or condition) of a Member
before any reduction for contributions made to 
the Plan in accordance with Paragraph 1 of
Article IV.  No other fringe benefits are
includable.  Annual compensation in excess of One
Hundred Fifty Thousand Dollars ($150,000), as
indexed under Code Section 415(d), shall not be
included within this definition.  Payments for
separation, from a productivity fund, for buy-out
of a productivity fund, lump sum payments for a
cost-of-living adjustment, or back payments made
as a retroactive adjustment to wages shall not be
included within this definition.

Corporation     Norfolk Southern Corporation.

Disability      A disability that enables the Member to be
eligible for and receive a disability annuity
under the Railroad Retirement Act or the Social
Security Act or to be eligible for and receive a
benefit under the Long-Term Disability Plan of
Norfolk Southern Corporation and Participating
Subsidiary Companies.

Employee        An individual employed by and receiving
Participating   Compensation from the Corporation, a 
Subsidiary or other subsidiary or affiliated
company for work performed in the United States
of America.

Equity Growth   An investment fund selected by the Managers, 
Fund            which is managed by an investment manager (within
the meaning of Section 3(38) of the Employee
Retirement Income Security Act of 1974, as
amended), and which seeks capital appreciation by
investing principally in common stock and bonds
or securities convertible into common stock. 
Current income is a secondary objective.

Equity Growth   An investment fund selected by the Managers,
and Income      which is managed by an investment manager (within
Fund            the meaning of Section 3(38) of ERISA) and which
seeks both capital growth and current income
through investment in a diversified portfolio
consisting primarily of common stocks and
securities convertible into common stocks.

ERISA           Employee Retirement Income Security Act of 1974,
as amended.

Managers        Individuals appointed by the Board of Directors
who shall be responsible for the administration
of the Plan in accordance with the provisions of
Article XI.

Matching        Amounts contributed by the Corporation or a
Contributions   Participating Subsidiary in accordance with
Paragraph 1 of Article V which are deductible
under Code Section 404.

Matching        The account established with respect to the 
Contributions   Matching Contributions on behalf of each Member
Account         in accordance with Paragraph 2 of Article V.

Maximum         The maximum percentage of compensation within
Deferral        the meaning of Code Section 414(s) that may be
Percentage      contributed on behalf of a Member during any Plan
Year in accordance with the limitations imposed
by Code Section 401(k)(3).

Member          Any Agreement Employee who participates in the
Plan in accordance with Article IV.

Normal Retire-  Age 62
ment Age

Participating   Each subsidiary or affiliated company of the
Subsidiary      Corporation which adopts the Plan and is approved
for participation in the Plan in accordance with
the provisions of Article XII.

Plan            The board of Managers who shall have the
Administrator   authority to administer the Plan pursuant to
Article XI.

Plan Year       Any calendar year during which the Plan is in
effect.

Retirement      Resignation from the Corporation or a
Participating Subsidiary and eligibility for a
retirement annuity under the Railroad Retirement
Act or the Social Security Act or retirement from
the Corporation or a Participating Subsidiary
under the Retirement Plan of Norfolk Southern
Corporation and Participating Subsidiary
Companies.

Rollover        Amounts contributed in cash to the Trust Fund by
Contributions   a Member in accordance with Article VI
representing both the employee contributions and
employer contributions to a qualified plan of a
previous employer, and earnings thereon, which
are eligible "rollover distributions" as defined
in Code Section 402(c)(4).  Such Rollover
Contributions are not entitled to a Matching
Contribution.

Rollover        The account established with respect to the 
Contributions   Rollover Contributions attributable to an
Account         employee's pre-tax contributions (and earnings
thereon), employer contributions (and earnings
thereon), and any earnings on after-tax employee
contributions to a qualified defined
contribution, defined benefit or profit-sharing
plan of a previous employer.

Separation      Separation from the Corporation or a 
From Service    Participating Subsidiary and termination or
relinquishment of all seniority rights under any
applicable collective bargaining agreement.

Stable Value    An investment fund selected by the Managers,
Fund            which is managed by an investment manager (within
the meaning of Section 3(38) of ERISA) and which
invests principally in investment contracts with
insurance companies, banks, or other financial
institutions.  

Trust Fund      The fund established pursuant to the Norfolk
Southern Corporation Thoroughbred Retirement
Investment Plan Trust Agreement to receive and
invest the amounts deferred, transferred, or
contributed on behalf of Members under the Plan
and from which distributions are made.

Trustee         A corporation or individual(s) appointed by the
Managers pursuant to the trust agreement to hold
the Trust Fund.

ARTICLE III.  MEMBERSHIP

1.   Every Agreement Employee of the Corporation or any
Participating Subsidiary shall be eligible to become a Member of
the Plan on the first day of the calendar month coinciding with
or next following the expiration of twelve (12) months of
continuous service (including any periods of inactivity not
resulting in Separation From Service) following the date on which
he or she first performs service as an Employee for the
Corporation or an affiliated employer within the meaning of Code
Section 414, and shall become a Member of the Plan by completing
an application form supplied by the Managers.

2.   Membership in the Plan shall continue until the
Retirement, Disability or Separation From Service (not including
periods of inactivity resulting from furlough) of the Member and
shall continue thereafter until all benefits to which the Member
is entitled under the Plan have been distributed.  A Member who
dies shall cease to be a Member on the date of the Member's
death.

3.   A Member who ceases to be an Agreement Employee as
a result of transfer to a nonagreement position or an authorized
leave of absence shall continue to be a Member of the Plan,
except that all contributions to the Plan under Article IV shall
cease unless and until the Member again commences service as an
Agreement Employee, at which time such contributions may be
resumed.

4.   A Member whose employment is transferred among the
Corporation and the Participating Subsidiaries shall continue to
be a Member of the Plan.

ARTICLE IV.  BASIC AND AFTER-TAX CONTRIBUTIONS

1.   Subject to the limitation imposed by Article VI,
each Member may elect that the Corporation or Participating
Subsidiary employing such Member shall contribute each pay period
to the Plan a pre-tax amount designated by the Member equal to
not less than one percent (1%) nor more than ten percent (10%) of
the Member's Compensation; provided, however, that such
contributions must be in whole percentages.  The amount of the
contribution under this Paragraph 1 of Article IV for any month
shall be rounded to the nearest whole dollar and shall be known
as the "Basic Contribution."  The Member's Compensation each pay
period shall be reduced by the amount of the Basic Contribution
made on behalf of the Member.

2.   A Member may request at any time to change the
percentage of the Basic Contributions made on the Member's
behalf.  Any such request for change shall be effective as soon
as practicable after the signed authorization is received by the
Managers.

3.   A Member may request at any time to suspend any
Basic Contributions made on the Member's behalf.  Any such
request for suspension shall be effective as soon as practicable
after the signed authorization is received by the Managers.  A
Member who has suspended Basic Contributions may cause such
contributions to be resumed as soon as practicable after a signed
authorization is received by the Managers.

4.   A Member may elect to contribute each pay period
to the Plan, by payroll deduction, an after-tax amount designated
by the Member equal to not less than one percent (1%) nor more
than five percent (5%) of the Member's Compensation; provided,
however, that such contribution must be in one percent (1%)
increments.  The amount of the contribution under this Paragraph
4 of Article IV for any pay period will be rounded to the nearest
whole dollar and is known as the "After-Tax Contribution."       

A Member may request at any time to change the
percentage of the After-Tax Contributions made on the Member's
behalf.  Any such request for change shall be effective as soon
as practicable after the signed authorization is received by the
Managers.      

A Member may request at any time to suspend any
After-Tax Contributions made on the Member's behalf.  Any such
request for suspension shall be effective as soon as practicable
after the signed authorization is received by the Managers.  A
Member who has suspended After-Tax Contributions may cause such
contributions to be resumed as soon as practicable after a signed
authorization is received by the Managers.

5.  Separate accounts shall be established and
maintained with respect to the Basic Contributions made on behalf
of each Member and any After-Tax Contributions made by the
Member.     

ARTICLE V.  MATCHING CONTRIBUTIONS

1.   The Corporation and each Participating Subsidiary
shall contribute currently to the Plan an amount equal to thirty
percent (30%) of the Basic Contribution made on behalf of each
Member but not to exceed the lesser of forty-five dollars ($45)
per month ($22.50 per established pay period if the Member's pay
period is semimonthly, $20.77 per established pay period if the
Member's pay period is biweekly, or $10.39 per established pay
period if the Member's pay period is weekly, but in no event
exceeding $540.00 in a calendar year) or one and eight-tenths
percent (1.8%) of the Member's Compensation.  The contribution
made under this Paragraph 1 of Article V shall be known as the
"Matching Contribution."

2.   Separate accounts are established and maintained
with respect to Matching Contributions made on behalf of each
Member.        

3.   If a Participating Subsidiary is a member of an
affiliated group including the Corporation (within the meaning of
Code Section 1504) and does not have current or accumulated
earnings and profits sufficient to fund the entire contribution
otherwise required of the Participating Subsidiary under the
Plan, the Corporation (or another Participating Subsidiary) shall
contribute, out of its current or accumulated earnings and
profits, for the benefit of the Members who are employed by the
Participating Subsidiary an amount equal to the portion of the
contribution that the Participating Subsidiary was prevented from
making by reason of the insufficiency of its current or
accumulated earnings and profits.

ARTICLE VI.   ROLLOVER CONTRIBUTIONS

A Member may transfer to the Member's Rollover
Contributions Account, as a direct rollover from a previous
employer's qualified plan, cash representing (i) employee pre-tax
contributions (including earnings thereon), (ii) employer
contributions (including earnings thereon) and (iii) earnings on
after-tax employee contributions.  Such transfers must be made
directly from the trustee of the previous employer's qualified
plan.  Rollover Contributions that satisfy Code Section
408(d)(3)(A)(ii) are allowed to be made to the Plan from an
Individual Retirement Account.  Such rollover amounts will be
allocated among and invested in the investment options, in the
same proportions, as previously elected by the Member for Basic 
and After-Tax Contributions, and such allocations will be
adjusted automatically to reflect any changes made by the Member
for the investment of Basic and After-Tax Contributions.  A
Member may not make separate investment elections for his or her
Rollover Contributions Account unless such Member does not have a
Basic and/or After-Tax Contributions Account.   

ARTICLE VII.  LIMITATION ON CONTRIBUTIONS AND BENEFITS           

1.   Basic Contributions may not exceed the maximum
amount allowable under the Code.  To the extent that the Member's
Basic Contributions exceed the maximum amount allowable under the
Code, the excess (including earnings thereon calculated up to the
end of the Plan Year) shall be returned to the Member by April
15th of the year following the year of the excess Basic
Contribution.  In addition, this limitation applies to the total
of all pre-tax deferrals to all Code Section 401(k) plans of the
Corporation and all affiliated employers within the meaning of
Code Section 414 to which the Member has made a pre-tax deferral
within a given year.  Should a Member's excess contribution
derive from pre-tax deferrals to more than one Code Section
401(k) plan, the excess contributions shall be refunded on a pro
rata basis, to the extent permitted under the respective plans,
based on the amount of the contributions made to such plans.     

2.   The rate of Basic Contributions made on behalf of
any Member may not exceed the Maximum Deferral Percentage.  In
the event that the Managers determine that the rate of Basic
Contributions on behalf of any highly compensated (as defined in
the Code) Member otherwise would exceed the Maximum Deferral
Percentage for the Plan Year, the Basic Contributions on behalf
of such Member shall be reduced during the Plan Year, or the
amount of such reduction (including earnings thereon calculated
up to the end of the Plan Year) shall be returned to the Member
by March 15 of the year following the year of the Basic
Contributions.  If Matching Contributions have been made to the
Plan with respect to Basic Contributions that are refunded, such
Matching Contributions, including earnings thereon, shall be
forfeited to the Plan.  If a reduction or refund in the Basic
Contributions on behalf of a Member is required in order to meet
the Maximum Deferral Percentage limitation, the reduction or
refund shall be made in increments of one-hundredth of one
percent (0.01%) of Compensation commencing with the highest
percentage of Compensation contributed on behalf of Members
described in Code Section 401(k)(5), until the Maximum Deferral
Percentage limitation is satisfied.

3.  Notwithstanding any provision in the Plan to the
contrary, the annual addition to a Member's accounts may not
exceed the limitations provided in Code Section 415, determined
on a calendar year basis (prorated for any Plan Year which is
less than a full calendar year), incorporated herein by
reference.

ARTICLE VIII.  INVESTMENT OF CONTRIBUTIONS AND INCOME           

1.   Upon becoming a Member, each Member shall elect to
have any Basic Contributions, any After-Tax Contributions, and
any Rollover Contributions  invested by the Managers in multiples
of ten percent (10%) of such aggregate contributions
("Contributions") in one or more of the following investment
options:

Option A.  A Stable Value Fund.
Option B.  A Bond Fund.
Option C.  A Balanced Fund.
Option D.  An Equity Growth and Income Fund.      
Option E.  An Equity Growth Fund.           
Option F.  Corporation common stock.  

This investment election will apply to the
Member's Basic, After-Tax, and Rollover Contributions Accounts. 
A Member may not make separate investment elections for each
account.       

The selection of investment options is the sole
responsibility of each Member.  No employee or representative of
the Corporation, a Participating Subsidiary, the Managers or the
Trustee is authorized to make any recommendation with respect to
the selection of investment options.

The Managers shall, from time to time, select and
engage an Equity Growth Fund, an Equity Growth and Income Fund, a
Balanced Fund, a Bond Fund and a Stable Value Fund.  The Managers
may, at any time, discharge any Equity Growth Fund, Equity Growth
and Income Fund, Balanced Fund, Bond Fund or Stable Value Fund
and select and engage a successor.  The Trustee may, in its
discretion, hold all or any part of the assets allocated to one
or more of the investment options in cash or cash equivalents.   

2.   A Member may request to change the allocation of
Contributions among investment options in multiples of ten
percent (10%).  Any such change will be effective at the end of
the day for elections made prior to 2:00 p.m. Eastern Time on a
business day (a day on which the New York Stock Exchange is open
for business), or at the end of the following business day for
elections made after 2:00 p.m. ET or on a non-business day.  If a
Member does not provide for the allocation of Contributions, the
Member will be deemed to have allocated Contributions to the
Stable Value Fund.

3.   A Member may elect to shift in increments of ten
percent (10%) the existing balances of the Member's Basic
Contributions Account, After-Tax Contributions Account, and
Rollover Contributions Account invested in any option to another
option.  The shift of account balances will be effective at the
end of the day for elections made prior to 2:00 p.m. Eastern Time
on a business day (a day on which the New York Stock Exchange is
open for business), or at the end of the following business day
for elections made after 2:00 p.m. ET or on a non-business day,
except for any portion of the balance of a Member's account
invested in Option F which is subject to a holding period in
accordance with Paragraph 6 of this Article VIII.

If a Member elects to shift all or a portion of
the balances of the Member's Basic Contributions Account,
After-Tax Contributions Account, and Rollover Contributions
Account invested in Options A, B, C, D, or E under Paragraph 1 of
this Article VIII, such change in investment options shall be
made by the Trustee by allocating participation units from one
Member's account to another Member's account or by selling such
units back to the appropriate Fund, the value of any such
participation units to be their market value on the day the
Member's election to shift is effective.

If a Member elects to shift all or a portion of
the balances of the Member's Basic Contributions Accounts,
After-Tax Contributions Account, and Rollover Contributions
Account invested in Option F under Paragraph 1 of this Article
VIII, such change in investment options shall be made by the
Trustee either by selling the affected shares on the open market
or by allocating the Member's affected shares of Corporation
common stock to other Member accounts.  The value of shares
allocated to other Member accounts shall be the closing price of
such shares on the New York Stock Exchange on the day the
Member's election to shift is effective.  Sales of affected
shares of common stock on the open market may be made without
registration or government approval under federal or state law
pursuant to an exemption or exemptions from any such laws which
is or are, in the opinion of counsel for the Trustee, applicable
to such sales, the value of any such shares to be determined on
the basis of the sale price of the affected shares less
commissions and fees.

4.   All Matching Contributions shall be invested in
Corporation common stock.

5.   Except as provided in Paragraph 3 of this Article
VIII or Paragraph 1 of Article X, the Trustee shall purchase in
the open market shares of Corporation common stock with all
Matching Contributions made in cash and with all Basic
Contributions, After-Tax Contributions and Rollover Contributions
that the Member elects to have invested in Option F under
Paragraph 1 of this Article VIII.  Such purchases shall be made
by the Trustee in its discretion provided that the Trustee shall
not purchase such common stock in advance except to meet purchase
requirements for contributions becoming available during the
current day.  Shares of Corporation common stock purchased by the
Trustee shall be credited proportionately to the individual
Member accounts.  A cost shall be assigned to each share
purchased based upon the total amount paid by the Trustee,
including commissions and fees, for all the stock purchased on
the effective date of the transaction.

6.   Any shares of Option F which are purchased on the
Member's behalf under the terms of this Article VIII shall be
subject to a holding period of five business days measured from
the effective date of the transaction (date of purchase), during
which time the shares may not be sold.  If a Member requests to
shift the balance of his or her account under Paragraph 3 of this
Article VIII or requests a distribution and/or withdrawal under
Article IX, such request may not be effected for shares of Option
F subject to the holding period until the holding period has
ended.

7.   The income received and distributed in cash to the
Plan, in the form of dividends or otherwise, from investments
held in the Member's Basic Contributions Account, After-Tax
Contributions Account and Rollover Contributions Account shall be
retained in the respective account and reinvested in the same
investment option(s) and in the same proportions as current
contributions to those accounts.  If a Member does not provide
for the allocation of current contributions, the Member will be
deemed to have allocated such income to the Stable Value Fund. 
Dividend income on shares of Corporation common stock allocated
to the Member's Matching Contributions Account shall be retained
in the respective account and reinvested in Corporation common
stock.

ARTICLE IX.  DISTRIBUTIONS AND WITHDRAWALS

1.   Except as provided in Paragraphs 3, 4, 5, 6, and 7
of this Article IX, the account balances of a Member shall be
held by the Trustee until the Member's Retirement, Disability,
Separation From Service or death.  If the Member's Retirement,
Disability, or Separation From Service occurs prior to Normal
Retirement Age and the value of the Member's interest in the Plan
is greater than three thousand five hundred dollars ($3,500), no
distribution of account balances will be made to the Member prior
to the earlier of Normal Retirement Age or death without the
Member's consent.  Any distribution under this provision shall be
made in a manner which is consistent with and satisfies all
consent requirements of Code Section 411(a)(11).  Except as
provided herein, if a Member so elects, any distribution made
under this Article will be transferred directly either to one
Individual Retirement Account or one qualified plan as designated
by such Member on the form provided for such purpose. 
Notwithstanding the above, no direct transfer will be made of any
distribution of less than two hundred dollars ($200) in cash or
stock (except to the extent such distribution when combined with
all other distributions previously made during the calendar year
to such Member exceeds two hundred dollars ($200)).  Furthermore,
no direct transfer will be made of any after-tax employee
contributions.  If the value of the Member's interest in the Plan
at Retirement prior to Normal Retirement Age, Disability or
Separation From Service for any reason, does not exceed three
thousand five hundred dollars ($3,500), then the account balances
of a Member shall be distributed as the Member directs as soon as
practicable.  If not previously distributed, upon attaining
Normal Retirement Age after Separation From Service, the account
balances of a Member shall be distributed to the Member or to an
Individual Retirement Account or another qualified plan as
designated by the Member, or upon death of a Member to the
Member's Beneficiary or to an Individual Retirement Plan as
directed by the Beneficiary as soon as practicable following
death.  If an allocation or contribution is made to a Member's
account following distribution of a Member's account balances
upon attainment of Normal Retirement Age after Separation From
Service or upon Death, the amount so allocated or contributed
shall be distributed as soon as practicable following such
allocation or contribution.

2.   Any Corporation common stock held by the Trustee
for the account of a Member that is to be distributed shall be
delivered or transferred to the Member (or as the Member directs
pursuant to paragraph 1 of this Article IX) or to the Member's
Beneficiary, either as shares of Corporation common stock or as
cash, as the Member requests,  except that the Trustee shall not
be required to deliver or transfer any fractional share of such
common stock to the Member or his Beneficiary, and in lieu
thereof shall distribute the cash value of any such fractional
share.  The account balances held by the Trustee other than in
Corporation common stock shall be distributed in cash.  Any
transfer taxes payable by the Trustee under this Plan shall be
paid by the Corporation or the Participating Subsidiary that
employed the Member.              

3.   A Member may withdraw all or a portion of the
balance of the Member's After-Tax Contributions Account, but such
withdrawal may not be requested more frequently than once during
each three-month period measured from the beginning of the Plan
Year.  The amount of the withdrawal may not be less than five
hundred dollars ($500).  A request for a withdrawal from the
Member's After-Tax Contributions Account will be effective as
soon as practicable after the signed authorization is received by
the Managers.  Any withdrawal shall be made pro rata from the
investment options in which the balance of the After-Tax
Contributions Account is invested.

4.   A Member may make a written request to the
Managers on the basis of the Member's hardship for a withdrawal
of a portion of the Member's Basic Contributions Account
attributable to the Member's Basic Contributions (excluding the
income thereon) and/or of a portion of the Member's Rollover
Contributions Account.  If the request does not specify an
account for withdrawal or if the request exceeds the amount which
may be withdrawn from either account, then the undesignated
request or the deficient amount, if any, will be withdrawn first
from the Member's Basic Contributions Account and, if the
necessary amount exceeds the amount which may be withdrawn from
the Member's Basic Contributions Account, secondly from the
Member's Rollover Contributions Account.  A service charge as
determined by the Managers or their designee shall apply to each
request for a withdrawal on the basis of the Member's hardship,
and the service charge must accompany the written request.  After
receiving such a request, the Managers may make a distribution
from the Member's Basic Contributions Account and/or from the
Member's Rollover Contributions Account if they determine in
their sole discretion, and on a uniform and nondiscriminatory
basis, that the withdrawal is reasonably necessary to alleviate
the hardship and is for:  (i) expenses for medical care described
in Code Section 213(d) previously incurred by the Member, the
Member's spouse, or any dependents of the Member as defined in
Code Section 152 or necessary for these persons to obtain medical
care described in Code Section 213(d), (ii) costs directly
related to the purchase of the principal residence for the Member
(excluding mortgage payment), (iii) payment of tuition, related
educational fees, and room and board expenses for the next twelve
(12) months of post-secondary education for the Member, or the
Member's spouse, children, or dependents as defined in Code
Section 152, (iv) payments necessary to prevent the eviction of
the Member from the Member's principal residence or foreclosure
on the mortgage of that residence, or (v) any other immediate and
heavy financial need as may hereafter be deemed by the Internal
Revenue Service to be a basis for hardship withdrawal.  A
withdrawal will be "reasonably necessary to alleviate the
hardship" only if (i) the distribution does not exceed the amount
of the immediate and heavy financial need, including the amount
necessary to pay income taxes and penalties resulting from the
distribution, (ii) the Member has obtained all nonhardship
distributions and nontaxable loans currently available under all
of the Corporation's Plans, (iii) the Member's Basic
Contributions and all other elective contributions of the Member
in all other plans are suspended for twelve (12) months after
receipt of the hardship withdrawal funds, and (iv) for the
Member's taxable year following the year of the hardship
withdrawal, the Member's Basic Contributions do not exceed the
excess of the applicable limit under Code Section 402(g) for such
taxable year over the amount of the Member's Basic Contributions
for the year of the hardship withdrawal.

Any hardship withdrawal authorized by the Managers
shall be made pro rata from the investment options in which the
balance of the Basic Contributions Account and/or Rollover
Contributions Account is invested and shall be made in cash as
soon as practical.

5.   With the consent of the alternate payee, the
Trustee shall make an immediate distribution from the Member's
Basic Contributions Account, Matching Contributions Account,
After-Tax Contributions Account, and/or Rollover Contributions
Account upon receipt of a qualified domestic relations order, as
that term is defined in Code Section 414(p), unless the order
specifically prohibits such immediate distribution.  The Managers
shall establish reasonable procedures to determine the qualified
status of domestic relations orders and to administer
distributions under such qualified orders.

6.   Any distribution under the Plan shall commence not
later than April 1 of the calendar year following the calendar
year in which the Member attains age 70 1/2, and shall be in an
amount equal to the account balance of the Member.  Any amounts
credited to the Member's account after such distribution will be
distributed on an annual basis.   

ARTICLE X.  MEMBER RIGHTS 

1.   At all times a Member shall have a fully vested
interest in all account balances including his Basic
Contributions Account, After-Tax Contributions Account, Matching
Contributions Account, and Rollover Contributions Account.  The
Board of Managers will establish and monitor procedures to insure
the confidentiality of information relating to the purchase,
holding and sale of Corporation common stock, and the exercise of
voting, tender and similar rights relating to Corporation common
stock, held in Member Accounts.  The Board of Managers shall
appoint an independent fiduciary to be responsible for
safeguarding such confidentiality whenever in the judgment of the
Board of Managers there is a potential for undue influence by the
Corporation with regard to the exercise of stockholder rights.   

2.   Upon and in accordance with written instructions
from a Member, the Trustee shall give proxies for or vote at each
Corporation stockholders' meeting full shares of Corporation
common stock then held in any account of the Member.  The Trustee
shall not vote any shares for which written instructions are not
received.  The Corporation has established policies to safeguard
the confidentiality of proxies and ballots.  An independent party
will be retained to assist in soliciting proxies and to tabulate
all proxies and ballots and is contractually bound to maintain
the confidentiality of the voting process.

3.   In the event of a tender offer (to which Section
14(d) of the Securities Exchange Act of 1934 applies) for shares
of Corporation common stock, the Trustee shall cause the offer to
be communicated to each Member and shall provide each Member, by
first class mail, with any tender offer materials, statements or
information received by the Trustee as a stockholder of record. 
The Trustee shall provide each Member with the means to instruct
the Trustee to tender or not to tender the shares of Corporation
common stock held by the Trustee for the accounts of that Member
and to reinvest the proceeds from any shares that are tendered,
or as to whether any other actions solicited by such materials,
statements, or information should be taken with respect to such
shares.  The Trustee shall act with due diligence and reasonable
dispatch in communicating the offer, providing each Member with
any tender offer materials, statements and information, and
tendering the shares held in the Member's accounts or taking such
other solicited action if so instructed by the Member.  Any
shares of Corporation common stock held by the Trustee with
respect to which they receive no instructions from the Member to
whose accounts such shares are credited shall not be tendered,
and no other solicited action shall be taken by the Trustee with
respect to such shares.

4.   Any claim for benefits under the Plan must be
filed in writing with the board of Managers or its designee.  The
Managers shall make all determinations as to the right of any
person to a benefit.  If a claim is denied in whole or in part, a
Member will receive a written explanation of the reason for the
denial within ninety (90) days, unless special circumstances
require an extension of time for processing the claim.  If an
extension of time for processing is required, a Member will be
provided with written notice of the extension and the date by
which the Managers expect to render a decision.  The extension
will not exceed ninety (90) days from the end of the initial
period.  A notice of denial of a claim will include the reason
for denial, reference to Plan provisions on which the denial is
based, a description of additional material necessary to perfect
the claim and information as to the steps to be taken if a Member
wishes to submit a claim for review.  Within sixty (60) days of
receipt of written notice of denial of a Member's claim, the
Member may request in writing a review of such denial by the
Managers.  The Member or a representative may review pertinent
documents and submit issues and comments in writing to the
Managers.  The Managers will render a decision within sixty (60)
days of receipt of written request for review.

ARTICLE XI.  ADMINISTRATION

1.   The Plan shall be administered by a board of not
less than three nor more than five Managers, each of whom shall
be appointed by the Board of Directors and shall serve until he
or she resigns or is removed by the Board of Directors.  The
Managers shall hold meetings upon such notice, at such place or
places, and at such intervals as required to carry out their
functions.  A majority of the Managers then in office shall
constitute a quorum for all purposes of the Plan.  All
resolutions or other actions taken by the Managers shall be by
vote of a majority of those present at a meeting of the Managers,
or without a meeting by an instrument in writing signed by all of
the Managers at such time in office.  The Managers shall be the
Plan's named fiduciary.

2.   The Managers shall elect a Chairman and may
appoint a Secretary, who may, but need not, be one of the
Managers.  The Managers may appoint, employ or engage and
discharge record- keepers, accountants, attorneys, custodians,
nominees, or such other person or persons, who, in the sole
judgment of the Managers, are needed to provide services for the
effective administration of the Plan.

3.   The Managers shall adopt, amend and rescind such
rules and regulations as they deem expedient for the
administration of the Plan; prescribe procedures and records
required for the administration of the Plan; and make all other
determinations and take all other action necessary for the
orderly and efficient administration of the Plan.  In addition to
any implied powers and duties that may be needed to carry out the
provisions of the Plan, the Managers shall have the following
specific powers and duties:

(a)  To administer and interpret the Plan in their
discretion and to decide any and all matters
arising hereunder, including the right to
remedy possible ambiguities, inconsistencies
or omissions; provided, that all such
interpretations and decisions shall be
applied in a uniform and nondiscriminatory
manner to all persons similarly situated;    

(b)  To determine benefits that shall be payable
to any Member, Beneficiary or other person in
accordance with the provisions of the Plan;  

(c)  To appoint a Trustee, execute any necessary
trust documents and authorize disbursements
from the Trust Fund; 

(d)  To appoint other persons to carry out such  
responsibilities under the Plan as they may
determine, including the appointment of
independent agents to maintain the books and
records of the Plan and to administer the
daily operations of the Plan;

(e)  To employ one or more persons to render
advice with respect to any of their
responsibilities under the Plan;

(f)  To allocate their responsibilities for the
administration of the Plan (other than
trustee responsibilities) among the Managers,
and to delegate to others their
responsibilities under the Plan (other than
trustee responsibilities), all in accordance
with Section  405(c) of ERISA;

(g)  To authorize an individual Manager or
Managers to execute powers of assignment
and/or other instruments on behalf of the
Managers;

(h)  To appoint one or more investment managers
(within the meaning of Section 3(38) of
ERISA) to manage some or all of the assets of
the Plan;

(i)  To vote, if they choose to do so, shares of
an Equity Growth and Income Fund, Equity
Growth Fund, Balanced Fund, Bond Fund and
Stable Value Fund held in the Trust Fund; and

(j)  To amend the terms of Plan as they may be
directed by the Board of Directors of the
Corporation.

4.   Title to stock of the Corporation, investment
accounts, or securities purchased for the account of a Member by
the Trustee pursuant to the provisions of the Plan and the trust
agreement may be held in the name of the "Trustee of Norfolk
Southern Corporation Thoroughbred Retirement Investment Plan," or
at the discretion of the Trustee and upon advice of counsel may
be taken in the name of a nominee.  The Trustee is authorized to
purchase, sell or transfer shares of common stock of the
Corporation in such manner and at such times as may be necessary,
and to purchase and sell shares or units in investment funds in
such amounts and at such times as may be necessary in order to
carry out the purposes of the Plan and the trust agreement.      

5.   All administration costs arising under the Plan
(not including administration costs of the Equity Growth and
Income Fund, Equity Growth Fund, Balanced Fund, Bond Fund or
Stable Value Fund themselves, which are charged against the value
of investments in those funds, and service charges required for
withdrawals under paragraph 4 of Article VIII) shall be borne by
the Corporation and the Participating Subsidiaries.              

6.   No Managers may act or vote on or otherwise
influence a decision of the Managers specifically relating to the
Manager's own participation in the Plan.

7.   A Manager and any other person or group of persons
may serve in more than one fiduciary capacity with respect to the
Plan in accordance with Section 402(c)(1) of ERISA.             

8.   Whenever in the administration of the Plan any
action by the Corporation or the Managers is required, such
action shall be uniform in nature as applied to all persons
similarly situated.  All determinations of the Managers or the
Board of Directors with respect to any matters hereunder shall be
final, conclusive and binding on all persons.

9.   The Managers shall enter into a trust agreement
with the Trustee providing for the administration of the Trust
Fund thereunder in such form and containing such provisions as
the Managers deem appropriate, including, but not by way of
limitation, provisions with respect to the powers and authority
of the Trustee, and the authority of the Managers to amend or
terminate the trust agreement or to change the Trustee.  The
trust agreement is hereby incorporated into, and made part of,
the Plan.  Except as provided in Paragraph 10 of this Article XI,
the assets of the Trust Fund shall not be used for any purpose
other than for the exclusive benefit of the Members and their
Beneficiaries and the payment of the reasonable expenses of
administering the Plan.  The Members and their Beneficiaries
shall look only to the Trust Fund for payment of benefits under
the Plan.  The Corporation and the Participating Subsidiaries
shall in no event have any obligation to pay directly any benefit
due under the Plan.

10.  If a contribution to the Plan by the Corporation
or a Participating Subsidiary was made (i) by a mistake of fact,
(ii) on the condition that it was deductible under Code Section
404 and the deduction is disallowed, or (iii) on the condition
that the Plan qualified under Code Section 401 and the Plan does
not so qualify, the contribution shall be refunded to the
Corporation or the Participating Subsidiary making the
contribution; provided, that in the case of a contribution
described in clause (i), the refund may be made only within one
(1) year after the payment of the contribution, that in the case
of a contribution described in clause (ii), the refund may be
made only within one (1) year after the disallowance of the
deduction has become final and may be made only to the extent
that the deduction was disallowed, and that in the case of a
contribution described in clause (iii), the refund may be made
only within one (1) year after the date of the denial of the
qualification of the Plan.

11.  Each Member shall be furnished not less than
annually a statement of the Member's account balances.   

ARTICLE XII.  PARTICIPATION BY SUBSIDIARY COMPANIES            

Conditional upon prior approval by the Corporation, any
company that is a subsidiary of or is affiliated with the
Corporation may adopt and participate in the Plan as a
Participating Subsidiary.  Each Participating Subsidiary shall
make, execute and deliver such instruments as the Corporation
and/or the Managers shall deem necessary or desirable, and shall
designate the Corporation as its agent to act for it in all
transactions in which the Corporation believes such agency will
facilitate the administration of the Plan.    

ARTICLE XIII.  MODIFICATION OR TERMINATION OF PLAN

1.   The Corporation reserves the right to modify,
amend, or terminate the Plan at any time and from time-to-time,
and retroactively if deemed necessary or appropriate, through
action of its Board of Directors, and a Participating Subsidiary
may terminate its participation in the Plan at any time by action
of its board of directors.  No amendment, however, shall be made
which shall deprive the Members of any of the benefits of the
provisions of the Plan with respect to the contributions made
prior to the effective date of such amendment, nor shall any
amendment be made that would effect a diversion of any of the
funds contributed to purposes other than for the exclusive
benefit of the Members and their Beneficiaries.

2.   The Plan may not be merged or consolidated with,
and its assets or liabilities may not be transferred to any other
plan, unless each Member would receive a benefit immediately
after the merger, consolidation or transfer (if the transferee
plan then terminated) that is equal to or greater than the
benefit the Member would have been entitled to receive
immediately before the merger, consolidation or transfer of
assets (if the Plan had then terminated).     

ARTICLE XIV.  NON-ALIENATION OF BENEFITS

Except as otherwise required by law or by a qualified
domestic relations order, the right of any person to a benefit
hereunder shall not be subject to alienation, assignment,
attachment, garnishment, pledge, hypothecation, levy or lien of
any kind and no attempt to cause such benefits to be so subjected
shall be recognized by the Managers or Trustee.  In the event a
Member shall attempt to alienate, assign, transfer, pledge, or
hypothecate any amount held by the Trustee for the Member's
benefit, the Managers and/or the Trustee shall take such steps as
they deem necessary to preserve such amounts for the benefit of
the Member or the Member's Beneficiary.   

ARTICLE XV.  MISCELLANEOUS

1.   This Plan shall not be deemed to be an employment
contract between the Corporation or any Participating Subsidiary
and any Member or other employee.

2.   If the Managers determine that any person entitled
to benefits hereunder is unable to care for his or her affairs
because of illness or accident, any payment due (unless a duly
qualified guardian or other legal representative has been
appointed) may be paid for the benefit of such person to his or
her spouse, parent, brother, sister or other party deemed by the
Managers to have incurred expenses for such person.              

3.   Any person eligible to receive benefits hereunder
shall furnish to the Managers any information or proof requested
by the Managers and reasonably required for the proper
administration of the Plan.  Failure on the part of any person to
comply with any such request within a reasonable period of time
shall be sufficient grounds for delay in the payment of any
benefits that may be due under the Plan until such information or
proof is received by the Managers.  If any person claiming
benefits under the Plan makes a false statement that is material
to a claim for benefits, the Managers may offset against future
payments any amount paid to such person to which such person was
not entitled under the provisions of the Plan.

4.   Each Member and each Beneficiary entitled to
receive a benefit under the Plan shall keep the Managers advised
of his or her current address.  If the Managers are unable to
locate a Member or Beneficiary to whom a benefit is payable under
the Plan for a period of thirty-six (36) months, commencing with
the day on which such benefit first becomes payable, the total
amount payable to such Member or Beneficiary shall be forfeited
and shall be used to reduce future Matching Contributions;
provided, that if such Member or Beneficiary to whom a benefit is
payable makes a claim in writing for such benefit after the
expiration of such thirty-six (36) month period, the benefit
shall be reinstated.  In the event of such reinstatement, payment
shall be made to the Member or Beneficiary as of the first day of
the month next following the expiration of thirty (30) days after
the date on which the Managers receive the written claim of the
Member or Beneficiary.

5.   The Corporation or any Participating Subsidiary
shall have the right, to the extent permitted by law, to deduct
from any payment or distribution to a Member or Beneficiary any
Federal, state or local taxes of any kind required by law to be
withheld.

6.   Whenever used in the Plan, words in the masculine
form shall be deemed to refer to females as well as to males, and
words in the singular or plural shall be deemed to refer also to
the plural or singular, respectively, as the context may require.

7.  The Plan, its validity, interpretation and
administration, and the rights and obligations of all persons
having an interest therein, shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, except
to the extent that such laws may be preempted by Federal law.  If
any provision of the Plan shall be held illegal or invalid for
any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and
enforced as if such illegal or invalid provision had never been
inserted herein.

ARTICLE XVI.  TOP HEAVY PROVISIONS

1.   In the event that the Plan is determined to be top
heavy (as defined in Section 2 of this Article XVI), the
following provision shall apply to the Plan for any Plan Year for
which the Plan is deemed to be top heavy:

(a)  A Member who has completed three (3) years of

service shall have a nonforfeitable right to
one hundred percent (100%) of his or her
accrued benefit under the Plan.              

(b)  Notwithstanding the provisions of Article IV,
the employer contribution for such year for
each participant who is a non-key employee
shall not be less than one and eight-tenths
percent (1.8%) of such participant's
compensation within the meaning of Code
Section 415; provided, however, that such
percentage shall not exceed the percentage at
which contributions are made (or required to
be made) under this Plan for the year for the

key employee for whom such percentage is the
highest for the year, taking into account so
much of the key employee's total compensation
for the year as does not exceed one hundred
fifty thousand dollars ($150,000) (or such
greater amount as may be authorized under
Code Section 415).

(c)  Notwithstanding the provisions of Article IV,
compensation in excess of one hundred fifty
thousand dollars ($150,000) per year (or such
greater amount as may be authorized under
Code Section 416) may not be taken into
account in computing the employer's          
contribution for any Member. 

2.   The Plan will be deemed to be top heavy if as of
the last day of the preceding Plan Year the Plan is a top heavy
plan as defined in Code Section 416(g)(1)(A).  Notwithstanding
the preceding sentence, the Plan shall not be considered a top
heavy plan for any Plan Year in which the Plan is a part of a
required or permissive aggregation group (in the meaning of Code
Section 416(g)(1)(B)) which is not top heavy.

3.   Any employee, or former employee, and the
beneficiary of such employee shall be deemed to be a key employee
for purposes of this Article XVI if at any time during the Plan
Year or any of the four preceding Plan Years such employee,
former employee or beneficiary thereof is:

(a)  an officer of the Corporation or a
Participating Subsidiary (provided that no
more than fifty (50) Members shall be
considered as an officer for purposes of this
subsection);

(b)  one of the ten (10) Members owning (or
considered as owning within the meaning of
Code Section 318) the largest interest in the
Corporation or a Participating Subsidiary;   

(c)  an owner of five percent (5%) of the stock of
the Corporation or a Participating
Subsidiary; or

(d)  an owner of one percent (1%) of the stock of
the Corporation or a Participating Subsidiary
and who receives compensation within the
meaning of Code Section 414(q)(7) from the
Corporation or a Participating Subsidiary of
more than one hundred fifty thousand 
dollars ($150,000) per year.

4.   For any Year in which the Plan is determined to be
top heavy, Article VII, section 4, shall be applied by modifying
Code Section 415 as provided by Code Section 416(h).             

5.   The Plan shall be aggregated with all other plans
of the Corporation or any Participating Subsidiary in which a key
employee participates or any other plan which enables the Plan to
meet the requirements of Section 401(a) or Code Section 410 for
the purpose of determining whether the Plan is top heavy.   

ARTICLE XVII.  TRANSFERS TO OTHER PLANS OF THE CORPORATION       

A Member who becomes eligible to participate in another
Section 401(k) plan of the Corporation or of a subsidiary or
affiliated company of the Corporation may be allowed to transfer
as a direct transfer his or her Basic Contributions Account,
Matching Contributions Account, After-Tax Contributions Account,
and Rollover Contributions Account to the Section 401(k) plan of
the Corporation or subsidiary or affiliated company if the
Managers determine that the Section 401(k) plan of the
Corporation or of its subsidiary or affiliate is comparable to
this Plan.