Norfolk Southern Railway Co/VA – ‘8-K’ for 5/23/97

As of:  Wednesday, 5/28/97   ·   For:  5/23/97   ·   Accession #:  92275-97-9   ·   File #:  1-00743

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Nsc 8-K                                                3     10K 
 2: EX-99       Press Release                                          2±     9K 

8-K   —   Nsc 8-K
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION                
WASHINGTON, D.C.  20549                 

FORM 8-K                
CURRENT REPORT                
PURSUANT TO SECTION 13 OR 15 (D)                
OF THE SECURITIES EXCHANGE ACT OF 1934                

Date of Report (Date of earliest event reported): May 23, 1997                

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

1-743; 1-3744;          
Virginia             1-4793; 1-546-2       53-600201 6              
(State of Incorporation) (Commission File No.)  (IRS Employer                   
                               Identification No.)

Three Commercial Place                
Norfolk, Virginia  23510-2191               
(Address of principal executive offices)              

(757) 629-2682                
(Registrant's telephone number)               

No Change               
(Former name or former address, if changed since last report)               

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ITEM 5.   OTHER EVENTS                                                          

On May 27, 1997, Norfolk Southern Corporation ("NSC"),      
which own all of the Registrant's common stock, and CSX     
Corporation ("CSX") issued the attached joint press         
release indicating that approximately 57,407,389 shares     
(including those covered by notices of guaranteed           
delivery) of Conrail Inc. had been accepted for payment     
by Green Acquisition Corp., pursuant to NSC's and CSX's     
joint tender offer which expired on May 23, 1997.           

NSC's portion of the payment for the shares tendered in     
May will be approximately $4.567 billion; including the     
$943 million paid by NSC to acquire 8.2 million shares      
of Conrail stock in February, NSC's total payments to       
date for shares of Conrail Inc. will approximate $5.510     
billion.                                                    

NSC will pay 58% of the cost of acquiring any remaining     
shares of Conrail Inc.; NSC's total cost to acquire         
shares of Conrail Inc. thus is anticipated not to           
exceed $5.710 billion.                                      

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS                                     

(c)  Exhibits:                                              

(99) Joint press release, dated May 27, 1997,     
issued by NSC and CSX concerning the    
   acceptance for payment by Green Acquisition
  Corp. of approximately 57,407,389 tendered
    shares (including about 8,937,900 covered by
  notices of guaranteed delivery) of Conrail
Inc.                                    

SIGNATURES              

Pursuant to the requirements of the Securities Exchange     
Act of 1934, the Registrant has duly caused this report to be                   
signed on its behalf by the undersigned hereunto duly authorized.               

Dated: May 27, 1997                                                             

            NORFOLK SOUTHERN RAILWAY COMPANY
        (Registrant)

    By: /s/ Dezora M. Martin

    Dezora M. Martin
                 Assistant Corporate Secretary

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EXHIBIT INDEX             

Exhibit                                                               
Number         Description                                            

99             Joint press release, dated May 27, 1997,               
issued by NSC and CSX concerning the    
   acceptance for payment by Green Acquisition
  Corp. of approximately 57,407,389 tendered
    shares (including about 8,937,900 covered by
  notices of guaranteed delivery) of Conrail
Inc.                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		5/28/97
		5/27/97		2		3			DEF 14A
For Period End:		5/23/97		1		2
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