UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                               -----------------------


                                      FORM 10-Q


(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended MARCH 31, 2002

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from            to
                                     ----------	   ----------
Commission file numbers 1-743; 1-3744; 1-4793; 1-546-2


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

            Virginia                           53-6002016
-----------------------------------	---------------------------------
(State or other jurisdiction of	(IRS Employer Identification No.)
 incorporation or organization)

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


Registrant's telephone number, including area code	(757) 629-2680
                                                    ---------------------


                                     No Change
-------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  (X) Yes  ( ) No

The number of shares outstanding of each of the registrant's classes of
Common Stock, as of the last practicable date:

     Class                                  Outstanding as of March 31, 2002
     -----                                  --------------------------------
Common Stock (par value $1.00)	                   16,668,997



                                        2


                               TABLE OF CONTENTS
                               -----------------

                                                                        Page
                                                                        ----
Part  I.	Financial Information:

            Item 1.     Financial Statements:

                        Consolidated Statements of Income
                        Three Months Ended March 31, 2002 and 2001         3

                        Consolidated Balance Sheets
                        March 31, 2002, and December 31, 2001              4

                        Consolidated Statements of Cash Flows
                        Three Months Ended March 31, 2002 and 2001         5

                        Notes to Consolidated Financial Statements         6

            Item 2.     Management's Discussion and Analysis of
                        Financial Condition and Results of Operations     12

            Item 3.     Quantitative and Qualitative Disclosures
                        About Market Risks                                19

Part II.    Other Information:

            Item 6.     Exhibits and Reports on Form 8-K                  20

Signatures                                                                21



                                           3

PART I.  FINANCIAL INFORMATION
------------------------------

Item 1.     Financial Statements.
------      --------------------

<TABLE>
                   NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
             (A Majority-Owned Subsidiary of Norfolk Southern Corporation)
                            Consolidated Statements of Income
                                    ($ in millions)
                                      (Unaudited)

<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                       ------------------
                                                                      2002            2001
                                                                      ----            ----
<S>                                                                  <C>             <C>
Railway operating revenues:
     Coal                                                            $    359        $    393
     General merchandise                                                  869             871
     Intermodal                                                           229             238
                                                                      -------         -------
          TOTAL RAILWAY OPERATING REVENUES                              1,457           1,502
                                                                      -------         -------

Railway operating expenses:
     Compensation and benefits                                            383             394
     Materials, services and rents                                        453             486
     Conrail rents and services (Note 3)                                  121             117
     Depreciation                                                         123             123
     Diesel fuel                                                           81             117
     Casualties and other claims                                           35              37
     Other                                                                 61              76
                                                                      -------         -------
          TOTAL RAILWAY OPERATING EXPENSES                              1,257           1,350
                                                                      -------         -------

          Income from railway operations                                  200             152

Other income (expense) - net                                              (52)            (45)
Interest expense on debt                                                   (9)             (8)
                                                                      -------         -------
          Income before income taxes                                      139              99

Provision for income taxes                                                 54              37
                                                                      -------         -------

          NET INCOME                                                 $     85        $     62
                                                                      =======         =======

See accompanying notes to Consolidated Financial Statements.
</TABLE>


                                          4

Item 1.	Financial Statements.  (continued)
------	--------------------
<TABLE>
                    NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
              (A Majority-Owned Subsidiary of Norfolk Southern Corporation)
                             Consolidated Balance Sheets
                                  ($ in millions)
                                    (Unaudited)

<CAPTION>
                                                             March 31, 2002       Dec. 31, 2001
                                                             --------------       -------------
<S>                                                             <C>                  <C>
ASSETS
Current assets:
     Cash and cash equivalents                                  $    120              $    167
     Accounts receivable net of allowance for doubtful
       accounts of $5 million (Note 3)                               126                   152
     Due from Conrail (Note 3)                                         5                     8
     Materials and supplies                                           91                    87
     Deferred income taxes                                           155                   153
     Other current assets                                             85                    98
                                                                 -------               -------
          Total current assets                                       582                   665

Investments (Note 5)                                                 775                   631
Properties less accumulated depreciation                          10,742                10,672
Other assets                                                         608                   573
                                                                 -------               -------
          TOTAL ASSETS                                          $ 12,707              $ 12,541
                                                                 =======               =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                           $    788              $    819
     Income and other taxes                                          202                   236
     Due to NS - net (Note 3)                                        407                   517
     Notes and accounts payable to Conrail (Note 3)                   83                   373
     Other current liabilities                                       123                   134
     Current maturities of long-term debt                             92                    88
                                                                 -------               -------
          Total current liabilities                                1,695                 2,167

Long-term debt                                                       798                   780
Other liabilities                                                  1,002                 1,024
Due to Conrail (Note 3)                                              367                    --
Minority interests                                                     3                     3
Deferred income taxes                                              3,842                 3,746
                                                                 -------               -------
          TOTAL LIABILITIES                                        7,707                 7,720
                                                                 -------               -------

Stockholders' equity:
     Serial preferred stock                                           55                    55
     Common stock                                                    167                   167
     Additional paid-in capital                                      706                   706
     Accumulated other comprehensive income (Note 5)                 310                   215
     Retained income                                               3,762                 3,678
                                                                 -------               -------
          TOTAL STOCKHOLDERS' EQUITY                               5,000                 4,821
                                                                 -------               -------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 12,707              $ 12,541
                                                                 =======               =======

See accompanying notes to Consolidated Financial Statements.
</TABLE>


                                          5

Item 1.	Financial Statements.  (continued)
------	--------------------
<TABLE>
                     NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
               (A Majority-Owned Subsidiary of Norfolk Southern Corporation)
                           Consolidated Statements of Cash Flows
                                     ($ in millions)
                                       (Unaudited)

<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                          ------------------
                                                                         2002            2001
                                                                         ----            ----

<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                         $   85          $   62
     Reconciliation of net income to net cash
       provided by operating activities:
          Depreciation                                                     124             123
          Deferred income taxes                                             29             (39)
          Nonoperating gains on properties and investments                 (10)             (7)
          Changes in assets and liabilities affecting operations:
               Accounts receivable                                          26              (1)
               Materials and supplies                                       (4)             (1)
               Other current assets and due from Conrail                    27              69
               Income tax liabilities                                       (1)             23
               Other short-term liabilities                                (43)           (106)
               Other - net                                                 (52)            (52)
                                                                         -----           -----
                    Net cash provided by operating activities              181              71

CASH FLOWS FROM INVESTING ACTIVITIES:
     Property additions                                                   (179)           (273)
     Property sales and other transactions                                  (9)              2
     Investments, including short-term                                     (22)            (33)
     Investment sales and other transactions                                --               2
                                                                         -----           -----
                    Net cash used for investing activities                (210)           (302)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Dividends                                                              (1)             (1)
     Advances to NS                                                       (112)             --
     Advances and repayments from NS                                         2              21
     Proceeds from borrowings                                              133             258
     Debt repayments                                                       (40)            (20)
                                                                         -----           -----
                    Net cash provided by (used for)
                      financing activities                                 (18)            258
                                                                         -----           -----
                    Net increase (decrease) in cash
                      and cash equivalents                                 (47)             27

CASH AND CASH EQUIVALENTS:
     At beginning of year                                                  167              --
                                                                         -----           -----
     At end of period                                                   $  120          $   27
                                                                         =====           =====

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash paid during the period for:
          Interest (net of amounts capitalized)                         $   13          $   34
          Income taxes                                                  $   27          $   60

See accompanying notes to Consolidated Financial Statements.
</TABLE>

                                         6

Item 1.	Financial Statements.  (continued)
------	--------------------

              NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES (NS RAIL)
          (A Majority-Owned Subsidiary of Norfolk Southern Corporation [NS])
                     Notes to Consolidated Financial Statements

1.    In the opinion of Management, the accompanying unaudited interim
      financial statements contain all adjustments (consisting of normal
      recurring accruals) necessary to present fairly the Company's
      financial position as of March 31, 2002, and its results of operations
      and cash flows for the three months ended March 31, 2002 and 2001.

      Although Management believes that the disclosures presented are
      adequate to make the information not misleading, these Consolidated
      Financial Statements should be read in conjunction with:  (a) the
      financial statements and notes included in the Company's latest Annual
      Report on Form 10-K and (b) any Current Reports on Form 8-K.

2.    Commitments and Contingencies

      Lawsuits
      --------
      NSR and certain subsidiaries are defendants in numerous lawsuits and
      other claims relating principally to railroad operations. When
      management concludes that it is probable that a liability has been
      incurred and the amount of the liability can be reasonably estimated,
      it is accrued through a charge to expenses.

      Presently, there are cases involving labor issues where the aggregated
      range of loss could be from nothing to $40 million.  Management believes
      that NS Rail will prevail in these cases; however, an unfavorable
      outcome could result in accruals that could be significant to results
      of operations in a particular year or quarter.

      Casualty Claims
      ---------------
      NS Rail is generally self-insured for casualty claims.  Claims in
      excess of self-insurance levels are insured up to excess coverage
      limits.  The casualty claims liability is determined actuarially, based
      upon claims filed and an estimate of claims incurred but not yet
      reported. While the ultimate amount of claims incurred is dependent
      on future developments, in management's opinion, the recorded
      liability is adequate to cover the future payments of claims.  However,
      it is possible that the recorded liability may not be adequate to cover
      the future payments of claims.  Adjustments to the recorded liability
      will be reflected in operating expenses in the periods in which such
      adjustments are known.

      Environmental Matters
      ---------------------
      NS Rail is subject to various jurisdictions' environmental laws and
      regulations.  It is NS Rail's policy to record a liability where such
      liability or loss is probable and its amount can be estimated
      reasonably.  Claims, if any, against third parties for recovery of
      cleanup costs incurred by NS Rail are reflected as receivables in the
      balance sheet and are not netted against the associated NS Rail
      liability.  Environmental engineers regularly participate in ongoing
      evaluations of all identified sites and in determining any necessary
      adjustments to initial liability estimates.  NS Rail also has
      established an Environmental Policy Council, composed of senior
      managers, to oversee and interpret its environmental policy.

      NS Rail's balance sheets included liabilities for environmental
      exposures in the amount of $30 million at March 31, 2002, and
      $33 million at Dec. 31, 2001 (of which $8 million was accounted for as
      a current liability for each period).  At March 31, 2002, the
      liability represented NS Rail's estimate of the probable cleanup and
      remediation costs based on available information at 123 identified
      locations. On that date, 10 sites accounted for $16 million of the
      liability, and no individual site

                                      7

Item 1.	Financial Statements.  (continued)
------	--------------------

      was considered to be material.  NS Rail anticipates that much of this
      liability will be paid out over five years; however, some costs will be
      paid out over a longer period.

      At some of the 123 locations, certain NS Rail subsidiaries, usually in
      conjunction with a number of other parties, have been identified as
      potentially responsible parties by the Environmental Protection Agency
      (EPA) or similar state authorities under the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980, or
      comparable state statutes, which often impose joint and several
      liability for cleanup costs.

      With respect to known environmental sites (whether identified by
      NS Rail or by the EPA or comparable state authorities), estimates of
      NS Rail's ultimate potential financial exposure for a given site or
      in the aggregate for all such sites are necessarily imprecise because
      of the widely varying costs of currently available cleanup techniques,
      the likely development of new cleanup technologies, the difficulty of
      determining in advance the nature and full extent of contamination and
      each potential participant's share of any estimated loss (and that
      participant's ability to bear it) and evolving statutory and regulatory
      standards governing liability.

      The risk of incurring environmental liability - for acts and omissions,
      past, present and future - is inherent in the railroad business.  Some
      of the commodities in NS Rail's traffic mix, particularly those
      classified as hazardous materials, can pose special risks that NS Rail
      and its subsidiaries work diligently to minimize.  In addition, several
      NS Rail subsidiaries own, or have owned, land used as operating
      property, or which is leased or may have been leased and operated by
      others, or held for sale.  Because environmental problems may exist on
      these properties that are latent or undisclosed, there can be no
      assurance that NS Rail will not incur environmentally related
      liabilities or costs with respect to one or more of them, the amount
      and materiality of which cannot be estimated reliably at this time.
      Moreover, lawsuits and claims involving these and other now-
      unidentified environmental sites and matters are likely to arise from
      time to time.  The resulting liabilities could have a significant
      effect on financial condition, results of operations or liquidity in
      a particular year or quarter.

      However, based on its assessments of the facts and circumstances now
      known, Management believes that it has recorded the probable costs
      for dealing with those environmental matters of which the Corporation
      is aware.  Further, Management believes that it is unlikely that any
      identified matters, either individually or in the aggregate, will
      have a material adverse effect on NS Rail's financial position,
      results of operations or liquidity.

      Purchase Commitments
      --------------------
      At March 31, 2002, NS Rail had outstanding purchase commitments of
      approximately $60 million in connection with its 2002 capital program.
      NS Rail had forward fuel purchase commitments for the remainder of 2002
      covering 51 million gallons of fuel at an average cost of 63 cents per
      gallon, which includes federal taxes.

3.    Related Parties

      General
      -------
      NS is the parent holding company of NSR.  Rail operations are
      coordinated at the holding company level by the NS Vice Chairman and
      Chief Operating Officer.   NS charges NS Rail a fee for management
      services it performs for NS Rail (which totaled $146 million and
      included a $9 million mark-up in the first quarter of 2002 and totaled
      $144 million and included a $9 million markup in the first quarter of
      2001).  In addition, NS charges NS Rail a revenue-based

                                        8

Item 1.	Financial Statements.  (continued)
------	--------------------

      licensing fee (which totaled $21 million in each of the first quarters
      of 2002 and 2001) for use of certain intangible assets owned by NS.

      NS Rail owns 21,169,125 shares of NS common stock.

      Operations Over Conrail's Lines
      -------------------------------
      Overview -- NS and CSX Corporation (CSX) jointly own Conrail Inc.
      (Conrail), whose primary subsidiary is Consolidated Rail Corporation
      (CRC), the major freight railroad in the Northeast.

      Operations of Conrail's Lines -- NSR operates as a part of its rail
      system the routes and assets of Pennsylvania Lines LLC (PRR), a wholly
      owned subsidiary of CRC, pursuant to operating and lease agreements.
      Costs necessary to operate and maintain the PRR assets, including
      leasehold improvements, are borne by NSR.  CSX Transportation, Inc.
      (CSXT) operates the routes and assets of another CRC subsidiary under
      comparable terms.  Certain other Conrail routes and assets (the
      "Shared Assets Areas") continue to be operated by CRC for the joint and
      exclusive benefit of NSR and CRXT.  In addition to a fee paid for such
      access, NSR and CSXT pay, based on usage, the costs incurred by CRC to
      operate the Shared Assets Areas.

      NS Rail's Consolidated Balance Sheet at March 31, 2002, included $70
      million of liabilities related to the Conrail transaction, principally
      for contractual obligations to Conrail employees imposed by the Surface
      Transportation Board when it approved the transaction.  Through
      March 31, 2002, NS Rail has paid $99 million of these costs.

      NS Rail provides certain general and administrative support functions
      to Conrail, the fees for which are billed in accordance with several
      service-provider arrangements and amount to approximately $6 million
      annually.

      "Conrail rents and services" includes expenses for amounts due to PRR
      and CRC for use by NSR of operating properties and equipment and
      operation of the Shared Assets Areas.

      A significant portion of payments made to PRR is borrowed back from a
      PRR subsidiary.  Previously, these loans were made under a global demand
      note; however, in the first quarter of 2002, the PRR subsidiary
      exchanged this demand note for a new global note due in 2032.  As a
      result, borrowings owed to the PRR subsidiary now comprise the
      noncurrent balance "Due to Conrail."  The interest rate for these loans
      is variable and was 2.66 percent at March 31, 2002.  The current
      balance "Due to Conrail" at March 31, 2002, is composed of amounts
      related to expenses included in "Conrail rents and services," as
      discussed above.  At Dec. 31, 2001, the current balance "Due to
      Conrail" included $72 million of such amounts and $301 million of
      advances owed under the previous demand note.

      Sales of Accounts Receivable
      ----------------------------
      NS Rail sells, without recourse, to a bankruptcy-remote special-purpose
      NS subsidiary, a pool of accounts receivable.  NS Rail services and
      collects all of the sold receivables on behalf of the buyers; however,
      no servicing asset or liability has been recognized because the benefits
      of servicing are estimated to be just adequate to compensate NS Rail for
      its responsibilities.  Payments collected from sold receivables are
      remitted to the special-purpose NS subsidiary, which, in turn, reinvests
      the amounts by purchasing new receivables from NS Rail.  NS Rail has no
      retained interest in the sold receivables.

      Under the terms of the sale agreement, the receivables are treated as
      sold and, accordingly, $562 million at March 31, 2002, and $534 million
      at Dec. 31, 2001, of sold receivables are not included on the NS Rail
      Consolidated Balance

                                       9

Item 1.	Financial Statements.  (continued)
------	--------------------

      Sheets.  Fees associated with the sale, which totaled $67 million and
      $68 million in each of the first quarters of 2002 and 2001,
      respectively, are based on historical dilution and prevailing interest
      rates and are included in "Other income (expense) - net."

<TABLE>
      Intercompany Accounts
      ---------------------

<CAPTION>
                                               March 31, 2002            Dec. 31, 2001
                                               --------------            -------------
                                                          Average                  Average
                                                          Interest                 Interest
                                             Balance        Rate      Balance        Rate
                                             -------      --------    -------      --------
                                                             ($ in millions)

      <S>                                    <C>             <C>      <C>             <C>
      Due from NS:
        Advances                             $   68          2%       $   68          2%

      Due to NS:
        Notes                                  (475)         3%         (585)         3%
                                              -----                    -----
            Due to NS - net                  $ (407)                  $ (517)
                                              =====                    =====
</TABLE>

      Interest is applied to certain advances at the average NS yield on
      short-term investments and to the notes at specified rates.  NS Rail's
      first quarter results include interest income of $3 million in each of
      2002 and 2001 and interest expense of $3 million in 2002 and $4 million
      in 2001 related to these intercompany accounts.  These amounts are
      included in "Other income (expense) - net."

      Intercompany Federal Income Tax Accounts
      ----------------------------------------
      In accordance with the NS Tax Allocation Agreement, intercompany
      federal income tax accounts are recorded between companies in the NS
      consolidated group.  NS Rail had long-term intercompany federal income
      tax payables (which are included in "Deferred income taxes" in the
      Consolidated Balance Sheets) of $876 million at March 31, 2002, and
      $871 million at Dec. 31, 2001.

4.    Derivative Financial Instruments

      NS Rail uses derivative financial instruments to reduce the risk of
      volatility in its diesel fuel costs and to manage its overall exposure
      to fluctuations in interest rates.  NS Rail does not engage in the
      trading of derivatives.  NS Rail's management has determined that its
      derivative financial instruments qualify as either fair-value or
      cash-flow hedges, having values which highly correlate with the
      underlying hedged exposures, and has designated such instruments as
      hedging transactions.  Credit risk related to the derivative financial
      instruments is considered to be minimal and is managed by requiring
      high credit standards for counterparties and periodic settlements.

      Diesel Fuel Hedging
      -------------------
      In second quarter 2001, NS Rail began a program to hedge a portion of
      its diesel fuel consumption.  The intent of the program is to assist in
      the management of NS Rail's aggregate risk exposure to fuel price
      fluctuations, which can significantly affect NS Rail's operating margins
      and profitability, through the use of one or more types of derivative
      instruments.  Diesel fuel costs represented approximately 6 percent and
      9 percent of NS Rail's operating expenses for first quarter 2002 and
      2001, respectively.  The program provides that NS Rail will not enter
      into any fuel hedges with a duration of more than thirty-six months,
      and that no more than eighty percent of NS Rail's average monthly fuel
      consumption will be hedged for each month within any thirty-six month
      period.

                                        10

Item 1.	Financial Statements.  (continued)
------	--------------------

      NS Rail's management has designated these derivative instruments as
      cash-flow hedges of the exposure to variability in expected future cash
      flows attributable to fluctuations in diesel fuel prices.  During first
      quarter 2002 NS Rail entered into 72 fuel swaps for approximately
      101 million gallons at an average price of approximately $0.61 per
      gallon of Nymex No. 2 heating oil.  As of March 31, 2002, outstanding
      swaps covered approximately 42 percent, 32 percent, and 2 percent of
      estimated fuel purchases for the remainder of 2002 and for the years
      2003 and 2004, respectively.

      NS Rail's fuel hedging activity resulted in a net increase in diesel
      fuel expense of $4 million for the first quarter 2002.  Ineffectiveness
      related to the use of diesel fuel hedges was approximately $1 million
      for the quarter.

      Interest Rate Hedging
      ---------------------
      NS Rail manages its overall exposure to fluctuations in interest rates
      by issuing both fixed and floating-rate debt instruments, and by
      entering into interest rate hedging transactions.  NS Rail had $243
      million, or 36.3 percent, and $251 million, or 36.7 percent, of its
      fixed rate debt portfolio hedged at March 31, 2002 and Dec. 31, 2001,
      respectively, using interest rate swaps that qualify for and are
      designated as fair-value hedge transactions.  These swaps have been
      effective in hedging the changes in fair value of the related debt
      arising from changes in interest rates, and accordingly, there has
      been no impact on earnings resulting from ineffectiveness associated
      with these derivative transactions.

      Fair Values
      -----------
      The fair values of NS Rail's diesel fuel derivative instruments at
      March 31, 2002 and Dec. 31, 2001, were determined based upon current
      fair market values as quoted by third party dealers.  Fair values of
      interest rate swaps were determined based upon the present value of
      expected future cash flows discounted at the appropriate implied spot
      rate from the spot rate yield curve.  Fair value adjustments are
      noncash transactions, and accordingly, are excluded from the
      Consolidated Statement of Cash Flows.  "Accumulated other comprehensive
      income," a component of "Stockholders' equity," includes $10 million
      (pretax) of unrealized gains at March 31, 2002, and $15 million (pretax)
      of unrealized losses at Dec. 31, 2001, related to the fair value of
      derivative fuel hedging transactions that will terminate within twelve
      months of the respective dates.

      The asset and liability positions of NS Rail's outstanding derivative
      financial instruments at March 31, 2002 and Dec. 31, 2001 were as
      follows:

<TABLE>
<CAPTION>
                                                            March 31,      Dec. 31,
										  2002	     2001
                                                              ----           ----
                                                                ($ in millions)
     <S>                                                     <C>             <C>
     Interest rate hedges:
         Gross fair market asset position                    $ 10            $ 12

      Fuel hedges:
         Gross fair market asset position                      16              --
         Gross fair market (liability) position                (1)            (19)
                                                             ----            ----
      Total net asset (liability) position                   $ 25            $ (7)
                                                             ====            ====
</TABLE>


                                         11

Item 1.	Financial Statements.  (continued)
------	--------------------


5.    Comprehensive Income

<TABLE>
      NS Rail's total comprehensive income was as follows:

<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                                 ------------------
                                                                 2002          2001
                                                                 ----          ----
                                                                  ($ in millions)

	<S>                                                        <C>           <C>
      Net income                                                 $   85        $   62
      Other comprehensive income                                     95            46
                                                                  -----         -----
           Total comprehensive income                            $  180        $  108
                                                                  =====         =====
</TABLE>

      For NS Rail, "Other comprehensive income" is the unrealized gains and
      losses on certain investments in debt and equity securities,
      principally NS common stock, and amounts related to cash flow hedges.


                                         12

Item 2.     Management's Discussion and Analysis of Financial Condition
------      -----------------------------------------------------------
            and Results of Operations.
            -------------------------

                NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
           Management's Discussion and Analysis of Financial Condition
                             and Results of Operations


RESULTS OF OPERATIONS

Net Income
----------
First-quarter net income was $85 million in 2002, up $23 million, or
37 percent, compared with first quarter last year.  The improvement was
primarily the result of a 32 percent increase in income from railway
operations, which was driven by lower railway operating expenses.

Railway Operating Revenues
--------------------------
First-quarter railway operating revenues were $1.5 billion in 2002, down
$45 million, or 3 percent, compared with 2001.  As shown in the following
table, the decline was primarily the result of lower traffic volume.

<TABLE>
<CAPTION>
                                                       First Quarter
                                                       2002 vs.  2001
                                                     Increase (Decrease)
                                                     ------------------
                                                       ($ in millions)

      <S>                                                  <C>
      Traffic volume (carloads)                            $   (43)
      Revenue per unit/mix                                      (2)
                                                            ------
                                                           $   (45)
                                                            ======
</TABLE>

<TABLE>
Revenues and carloads for the commodity groups were as follows:

<CAPTION>
                                                             Revenues             Carloads
                                                          2002      2001       2002      2001
                                                          ----      ----       ----      ----
                                                          ($ in millions)      (In thousands)

<S>                                                       <C>      <C>          <C>     <C>
Coal                                                      $  359	 $  393       398     439
General merchandise:
     Automotive                                              228      214       163     152
     Chemicals                                               186      188       104     107
     Metals/construction                                     160      165       162     166
     Paper/clay/forest                                       141      154       105     117
     Agr./consumer prod./govt.                               154      150       125     130
                                                           -----    -----     -----   -----
General merchandise                                          869      871       659     672
Intermodal                                                   229      238       549     543
                                                           -----    -----     -----   -----
          Total                                           $1,457   $1,502     1,606   1,654
                                                           =====    =====     =====   =====
</TABLE>

                                          13


Item 2.     Management's Discussion and Analysis of Financial Condition
------      -----------------------------------------------------------
            and Results of Operations.  (continued)
            -------------------------

Coal
----
Coal revenues decreased $34 million, or 9 percent, in the first quarter,
compared with the same period of last year.  Total tonnage handled declined
9 percent, reflecting lower utility volume, compared with a strong first
quarter of 2001, and continued weakness in export coal traffic.  Lower
utility volume principally resulted from reduced demand that reflected a
mild winter, higher stockpiles and lower natural gas prices (resulting in
more power generation at gas-fired plants).  The decline in export volume
was primarily the result of high coal prices and weak demand.

In the near term, coal revenues are expected to be comparable to those of
last year and to post year-over-year increases later in the year as utilities
deplete their stockpiles.

General Merchandise
-------------------
First-quarter general merchandise revenues decreased $2 million in 2002,
compared with the first quarter of 2001.  Traffic volume (carloads) declined
2 percent, as all commodity groups except automotive posted decreases.
Paper/clay/forest traffic volume was 10 percent lower, reflecting continued
weakness in the paper market.  Agriculture/consumer products/government
traffic volume dropped 4 percent, primarily a result of fewer shipments of
fertilizers, grains and feed.  Chemicals traffic volume decreased 3 percent,
largely because of reduced industrial demand.  Metals/construction traffic
volume fell 3 percent, reflecting less construction shipments.  Automotive
posted the only increase in traffic volume, up 7 percent, a result of
stronger-than-expected light vehicle production.  General merchandise
revenue per unit increased 2 percent, driven by a 7 percent increase in the
agriculture/consumer products/government commodity group that reflected a
favorable change in the mix of traffic (more longer-haul shipments).

General merchandise revenues are not expected to post year-over-year
improvements until later in the year, when a stronger economy is
anticipated.

Intermodal
----------
First-quarter intermodal revenues decreased $9 million, or 4 percent, in
2002, compared with the first quarter of 2001.  Revenue per unit declined
5 percent, reflecting the absence of fuel surcharges that were in place in
2001, market-driven rate reductions (largely a result of excess truck
capacity) and a change in the mix of traffic (less trailer shipments, which
have a higher revenue per unit).  Intermodal traffic volume increased
1 percent, as a 4 percent increase in container shipments and a 6 percent
gain in Triple Crown volume more than offset a 14 percent decline in
trailer shipments, which reflects the conversion of trailer traffic to
containers.  Traffic volume continued to benefit from new business supported
by the recently completed expansion of the intermodal network and service
improvements.

Intermodal revenues are expected to continue to benefit from continued
improvements in service and the terminal capacity added in 2001.

Railway Operating Expenses
--------------------------
First-quarter railway operating expenses were $1.3 billion in 2002, down
$93 million, or 7 percent, compared with first quarter 2001.

Compensation and benefits expenses decreased $11 million, or 3 percent, in
the first quarter, as lower payrolls and reduced payroll taxes more than
offset higher health and welfare benefit costs, lower pension income and
higher wage rates.


                                      14

Item 2.     Management's Discussion and Analysis of Financial Condition
------      -----------------------------------------------------------
            and Results of Operations.  (continued)
            -------------------------

Materials, services and rents decreased $33 million, or 7 percent, in the
first quarter, reflecting lower equipment rents and reduced expenses for
materials, primarily for locomotive and car repairs.  These lower costs were
partially offset by higher expenses for volume-related purchased services.

Conrail rents and services expenses increased $4 million, or 3 percent, in
the first quarter, reflecting a slight increase in operating fees and
lease rentals.

Depreciation expense was unchanged in the first quarter, as lower rates
implemented as a result of a recently completed depreciation study offset the
effects of property additions.

Diesel fuel expenses decreased $36 million, or 31 percent, in the first
quarter, a result of a 27 percent drop in the average price per gallon and a
6 percent reduction in consumption.

Other expense decreased $15 million, or 20 percent, in the first quarter,
due to a reduction to prior years' property tax accruals, reflecting a
first-quarter settlement, and a favorable bad debt settlement.

Other Income (Expense) - Net
----------------------------
Other income (expense) - net was an expense of $52 million in the first
quarter of 2002,  $7 million higher than in the first quarter of 2001.  The
increase was principally the result of the absence of a $13 million gain
from a nonrecurring settlement that benefited 2001.

FINANCIAL CONDITION AND LIQUIDITY

Cash provided by operating activities, NS Rail's principal source of
liquidity, was $181 million in the first quarter of 2002, compared with
$71 million in the first quarter of 2001.  The increase was principally the
result of lower tax payments (2001 included the settlement of federal tax
years 1995 and 1996) and the timing of payrolls and Conrail payments.  A
significant portion of payments made to PRR (which are included in
"Conrail rents and services" and, therefore, are a use of cash in "Cash
provided by operating activities") are borrowed back from a PRR subsidiary
and, therefore, are a source of cash in "Proceeds from borrowings."
NS Rail's net cash flow from these borrowings amounted to $66 million in
the first quarter of 2002 and $79 million in the first quarter of 2001.

NS Rail's working capital deficit was $1.1 billion at March 31, 2002,
compared with $1.5 billion at Dec. 31, 2001.  The improvement was
principally the result of the change in the terms of the global note under
which NS Rail borrows funds from the PRR subsidiary (see Note 3) and a
reduction in the net amount due to NS.

NS Rail looks to NS to provide needed funding.  NS currently has the
capability to increase the amount of accounts receivable being sold under
its revolving sale program.  Over the last twelve months, the amount of
receivables NS could sell under this program ranged from $359 million to
$468 million.  Moreover, NS has a $1 billion credit facility, which expires
in 2006, that it can borrow under or use to support commercial paper debt.
However, any reduction in its credit rating could limit NS' ability to
access the commercial paper markets.

                                        15


Item 2.     Management's Discussion and Analysis of Financial Condition
------      -----------------------------------------------------------
            and Results of Operations.  (continued)
            -------------------------


As the major NS subsidiary, NS Rail provides funding to service NS' debt.
NS' debt at March 31, 2002, totaled $6.7 billion.  Of this debt,
$1.5 billion is due between 2002 and 2006.

NS Rail expects to generate sufficient cash flow from operations to meet its
ongoing obligations.  This expectation is based on the view that the economy
will remain flat in the second quarter and resume growth in the third and
fourth quarters.

Cash used for investing activities decreased significantly in the first
quarter of 2002, compared with the first quarter of 2001.  The decline was
principally the result of lower capital expenditure driven by fewer
locomotive purchases.

Cash flows from financing activities were a use of $18 million quarter of
2002, compared with a source of $258 million in the first quarter of 2001,
reflecting a decrease in equipment financing and an increase in advances to
NS.  First-quarter 2002 financing activities included loan transactions with
a PRR subsidiary that resulted in net borrowings of $66 million and proceeds
from the sale of equipment trust certificates that amounted to $52 million.
Financing activities in the first quarter of 2001 included $174 million of
proceeds from the sale of equipment trust certificates and $79 million of net
borrowings from the PRR subsidiary.  Advances to NS typically account for
most of the cash used for financing requirements and reflect NS' requirements.

OTHER MATTERS

Labor Arbitration
-----------------
Several hundred claims have been filed on behalf of NSR employees furloughed
after June 1, 1999, for various periods of time, alleging that the furloughs
were a result of the Conrail transaction and seeking "New York Dock" income
protection benefits.  One labor organization has initiated arbitration on
behalf of approximately 100 of these claimants.  Management believes, based
on known facts and circumstances, including the availability of legal
defenses, that the amount of liability for these claims should not have a
material adverse effect on NS Rail's financial position, results of
operations or liquidity.  Depending on the outcome of the arbitration, other
claims may be filed or progressed to arbitration.  Should all such claimants
prevail, there could be a significant effect on results of operations in a
particular quarter.

Labor Agreements
----------------
Substantially all of NS Rail's employees are covered by collective bargaining
agreements with 15 different labor unions.  These agreements remain in effect
until changed pursuant to the Railway Labor Act.  Moratorium provisions in
these agreements permitted NS and the unions to propose such changes in late
1999; negotiations at the national level commenced shortly thereafter.  The
outcome of these negotiations is uncertain at this time.  However, agreements
have been reached with the Brotherhood of Maintenance of Way Employes, which
represents about 4,400 NS employees, and with the Brotherhood of Locomotive
Engineers, which represents about 5,000 NS employees.  In addition, a
tentative national agreement (subject to ratification) has been reached with
the United Transportation Union, which represents about 7,000 NS employees.

Market Risks and Hedging Activities
-----------------------------------
NS Rail uses derivative financial instruments to reduce the risk of volatility
in its diesel fuel costs and to manage its overall exposure to fluctuations in
interest rates.

                                         16


Item 2.     Management's Discussion and Analysis of Financial Condition
------      -----------------------------------------------------------
            and Results of Operations.  (continued)
            -------------------------

As of March 31, 2002, through swap transactions and advance purchases, NS Rail
has hedged approximately 56 percent of expected diesel fuel requirements for
the remainder of 2002.  The effect of the hedges is to yield an average cost
of 70 cents per hedged gallon, including federal taxes and transportation.

A 10 percent decrease in diesel fuel prices would reduce NS Rail's asset
related to the swaps by approximately $21 million.

NS Rail manages its overall exposure to fluctuations in interest rates by
issuing both fixed- and floating-rate debt instruments and by entering into
interest-rate hedging transactions to achieve an appropriate mix within its
debt portfolio.  NS Rail's debt subject to interest rate exposure totaled
$457 million at March 31, 2002.  A 1 percent increase in interest rates
would increase NS Rail's total annual interest expense related to all its
variable debt by approximately $5 million.  Management considers it unlikely
that interest rate fluctuations applicable to these instruments will result
in a material adverse effect on NS Rail's financial position, results of
operations or liquidity.

The capital leases, which carry an average fixed rate of 7.1 percent, were
effectively converted to variable rate obligations using interest rate swap
agreements.  On March 31, 2002, the average pay rate under these agreements
was 2.7 percent, and the average receive rate was 7.1 percent.  A portion of
the lease obligations is payable in Japanese yen.  NS Rail eliminated the
associated exchange rate risk at the inception of each lease with a yen
deposit sufficient to fund the yen-denominated obligation.  Most of these
deposits are held by foreign banks, primarily Japanese.  As a result, NS Rail
is exposed to financial market risk relative to Japan.  Counterparties to the
interest rate swaps and Japanese banks holding yen deposits are major
financial institutions believed by management to be creditworthy.

Environmental Matters
---------------------
NS Rail is subject to various jurisdictions' environmental laws and
regulations.  It is NS Rail's policy to record a liability where such
liability or loss is probable and its amount can be estimated reasonably.
Claims, if any, against third parties for recovery of cleanup costs incurred
by NS Rail are reflected as receivables (when collection is probable) in the
balance sheet and are not netted against the associated NS Rail liability.
Environmental engineers regularly participate in ongoing evaluations of all
identified sites and in determining any necessary adjustments to initial
liability estimates.  NS Rail also has established an Environmental Policy
Council, composed of senior managers, to oversee and interpret its
environmental policy.

Operating expenses for environmental matters totaled approximately $2 million
and $3 million in first quarter 2002 and 2001, respectively.  Capital
expenditures totaled approximately $2 million in each quarter.

NS Rail's balance sheets included liabilities for environmental exposures in
the amount of $30 million at March 31, 2002, and $33 million at Dec. 31, 2001
(of which $8 million was accounted for as a current liability in each period).
At March 31, 2002, the liability represented NS Rail's estimate of the
probable cleanup and remediation costs based on available information at
123 identified locations.  On that date, 10 sites accounted for $16 million
of the liability, and no individual site was considered to be material.  NS
Rail anticipates that much of this liability will be paid out over five years;
however, some costs will be paid out over a longer period.


                                       17


Item 2.     Management's Discussion and Analysis of Financial Condition
------      -----------------------------------------------------------
            and Results of Operations.  (continued)
            -------------------------

At some of the 123 locations, certain NS Rail subsidiaries, usually in
conjunction with a number of other parties, have been identified as
potentially responsible parties by the Environmental Protection Agency (EPA)
or similar state authorities under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, or comparable state statutes, which
often impose joint and several liability for cleanup costs.

With respect to known environmental sites (whether identified by NS or by
the EPA or comparable state authorities), estimates of NS Rail's ultimate
potential financial exposure for a given site or in the aggregate for all
such sites are unavoidably imprecise because of the widely varying costs of
currently available cleanup techniques, the likely development of new cleanup
technologies, the difficulty of determining in advance the nature and full
extent of contamination and each potential participant's share of any
estimated loss (and that participant's ability to bear it), and evolving
statutory and regulatory standards governing liability.

The risk of incurring environmental liability -- for acts and omissions,
past, present and future -- is inherent in the railroad business.  Some of
the commodities in NS Rail's traffic mix, particularly those classified as
hazardous materials, can pose special risks that NS Rail and its
subsidiaries work diligently to minimize.  In addition, several NS Rail
subsidiaries own, or have owned, land used as operating property, or which
is leased or may have been leased and operated by others, or held for sale.
Because environmental problems that are latent or undisclosed may exist on
these properties, there can be no assurance that NS Rail will not incur
environmental liabilities or costs with respect to one or more of them, the
amount and materiality of which cannot be estimated reliably at this time.
Moreover, lawsuits and claims involving these and other unidentified
environmental sites and matters are likely to arise from time to time.  The
resulting liabilities could have a significant effect on financial condition,
results of operations or liquidity in a particular year or quarter.

However, based on an assessment of known facts and circumstances, management
believes that it is unlikely that any known matters, either individually or
in the aggregate, will have a material adverse effect on NS Rail's financial
position, results of operations or liquidity.

Critical Accounting Policies
----------------------------
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Management reviews these estimates and assumptions based on historical
experience, changes in the business environment and other factors that
management believes to be reasonable under the circumstances.  Actual results
could differ materially from these estimates and assumptions.

Critical accounting policies are defined as those that are both important to
the portrayal of NS Rail's financial condition and results of operations and
require management to exercise significant judgments.  NS Rail's critical
accounting policies included those addressing the recoverability and useful
lives of assets and the estimation of liabilities and loss expenses for
litigation, environmental remediation, casualty claims, income taxes,
pensions and postretirement benefits.

NS Rail's investment in rail and other track material is depreciated
primarily on the basis of use as measured by gross-ton miles.  Other assets
are depreciated using straight-line rates.  The assumptions supporting
these depreciation rates, including those of expected useful lives and
salvage values, are based on a periodic review of historical retirement
patterns and experience, taking into account any change in operations.
Actual results could differ from these estimates due to changes in

                                       18

Item 2.     Management's Discussion and Analysis of Financial Condition
------      -----------------------------------------------------------
            and Results of Operations.  (continued)
            -------------------------


retirement or maintenance patterns, the introduction of new technology, or
other changes in the expected usage of certain assets.  In addition, NS Rail
reviews the carrying amount of properties whenever events or changes in
circumstances indicate that such carrying amount may not be recoverable
based on estimates of future undiscounted cash flows or net realizable
value.  These estimates may change based on changes in circumstances,
including actual cash flows generated, changes in market conditions and
recent asset sales.

NS Rail's estimates of liabilities and loss expenses related to lawsuits and
environmental remediation are evaluated on a case by case basis.  These
estimates are based on known facts and circumstances and reflect
management's best estimate of loss.  Future developments could materially
change these estimates.  Casualty reserves are established using an
actuarial review of historical loss experience and expected exposure
information.  Changes in either could materially affect the recorded
liability.

NS Rail is included in the consolidated federal tax return of NS.  NS Rail
records income tax expense and the associated liabilities on a separate
company basis based upon estimates of current tax exposure together with
an assessment of the effect of differing treatments of certain items for
tax and accounting purposes, which result in deferred tax assets and
liabilities.  The valuation of these assets includes an assessment of the
likelihood that they will be recovered from future taxable income.  Changes
in these assessments and estimates may occur from the passage of new tax
laws, resolution of audit issues, changes in the level of taxable income
and changes in the tax jurisdictions in which NS Rail operates.

The accounting for NS Rail's pension and postretirement benefit programs
is based on a number of assumptions that are reviewed periodically.
These include a weighted average discount rate, a health care cost trend
rate, a long-term rate of return on benefit plan assets and the rate of
increase to future compensation levels.  These assumptions are affected
by changes in interest rates, actual health care cost experience and
projected cost trends, the actual performance of plan assets and changes
in compensation levels or policies.

REQUIRED ACCOUNTING CHANGE

NS Rail's adoption of Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," which was
effective Jan. 1, 2002, did not have a material effect on its financial
statements.

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results
of Operations contains forward-looking statements that may be identified by
the use of words like "believe," "expect," "anticipate" and "project."
Forward-looking statements reflect Management's good-faith evaluation of
information currently available.  However, such statements are dependent on
and, therefore, can be influenced by, a number of external variables over
which Management has little or no control, including: domestic and
international economic conditions; the business environment in industries
that produce and consume rail freight; competition and consolidation within
the transportation industry; fluctuation in prices of key materials, in
particular diesel fuel; labor difficulties, including strikes and work
stoppages; legislative and regulatory developments; changes in securities
and capital markets; and natural events such as severe weather, floods and
earthquakes.  Forward-looking statements are not, and should not be relied
upon as, a guaranty of future performance or results.  Nor will they
necessarily prove to be accurate indications of the times at or by which
any such performance or results will be achieved.  As a result, actual
outcomes and results may differ materially from those expressed in forward-
looking statements.  The Company undertakes no obligation to update or
revise forward-looking statements.


                                           19

Item 3.     Quantitative and Qualitative Disclosures About Market Risks.
------      -----------------------------------------------------------


     The information required by this item is included in Part I, Item 2,
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" on page 15 under the heading "Market Risks and Hedging
Activities."



                                           20

PART II.  OTHER INFORMATION
---------------------------

Item 6.     Exhibits and Reports on Form 8-K.
------      --------------------------------

      None


                                           21


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 thereunto duly authorized.


                               NORFOLK SOUTHERN RAILWAY COMPANY
	                         ---------------------------------
                               (Registrant)




Date:	April 24, 2002		 /s/ Reginald J. Chaney
      --------------           ------------------------------------------
                               Reginald J. Chaney
                               Corporate Secretary (Signature)




Date:	April 24, 2002           /s/ John P. Rathbone
      --------------           ------------------------------------------
                               John P. Rathbone
                               Vice President and Controller
                               (Principal Accounting Officer) (Signature)