<SUBMISSION>
<ACCESSION-NUMBER>0000702165-03-000277
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20030924
<EFFECTIVENESS-DATE>20030924
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NORFOLK SOUTHERN CORP
<CIK>0000702165
<ASSIGNED-SIC>4011
<IRS-NUMBER>521188014
<STATE-OF-INCORPORATION>VA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-109069
<FILM-NUMBER>03907113
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>THREE COMMERCIAL PL
<CITY>NORFOLK
<STATE>VA
<ZIP>23510-2191
<PHONE>7576292680
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>THREE COMMERCIAL PL
<CITY>NORFOLK
<STATE>VA
<ZIP>23510-2191
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8.txt
<TEXT>
As filed with the Securities and Exchange Commission on September 24, 2003

                                                Registration No. 333-


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


                          THRIFT AND INVESTMENT PLAN
                        OF NORFOLK SOUTHERN CORPORATION
                    AND PARTICIPATING SUBSIDIARY COMPANIES
                          (Full title of the plan)

                           HENRY D. LIGHT, Esquire
                         Senior 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:
                               (757) 629-2772
                                 __________

                       CALCULATION OF REGISTRATION FEE
_________________________________________________________________
                        Proposed     Proposed
Title of                maximum      maximum          Amount
securities  Amount      offering     aggregate        of regis-
to be       to be       price        offering         tration
registered  registered  per share*   price*           fee
_________________________________________________________________
Norfolk     5,000,000    $19.37    $98,850,000.00   $7,835.17
Southern
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.
_________________________________________________________________

*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457 (c) and (h),
based upon a price of $19.37 per share for 5,000,000 shares of
Common Stock issued under the Thrift and Investment Plan of
Norfolk Southern Corporation and Participating Subsidiary
Companies, such price being the average of the high and low prices
of the Common Stock reported in the consolidated reporting system
on September 17, 2003, a date within five business days prior to
the date of filing this Registration Statement.

NOTE: Pursuant to Rule 429, the Prospectus which relates to this
Registration Statement contains all of the information which
would currently be required in a prospectus relating to the
securities covered by Registration Statement No. 333-40993.
</Page>



	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                        EXPLANATORY NOTE


This Registration Statement is solely for the registration of additional
Norfolk Southern Corporation Common Stock for issuance under the
Thrift and Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies ("Plan").  Therefore, pursuant
to General Instruction E to Form S-8, the contents of the earlier
registration statement relating to the Plan (File No. 333-40993),
including all post-effective amendments thereto, are incorporated
by reference into this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

An opinion has been rendered to the Corporation by Joseph C. Dimino,
Esquire, Senior General Counsel to the Corporation, stating that any
shares of Common Stock when issued and delivered for the purposes
described in the Plan will be duly authorized, legally issued and
fully paid and nonassessable.  As of September 17, 2003, Mr. Dimino
was the beneficial owner, either directly or indirectly, of
approximately 12,410 shares of Common Stock.  Also, as of September
17, 2003, Mr. Dimino held unexercised options to purchase 105,500
shares of Common Stock and 17,000 Performance Share Units.

Item 8.   Exhibits.

Exhibit Number             Description

     5			   (i)  Opinion of Joseph C. Dimino, Esquire,
                                regarding the legality of the
                                securities being registered

                           (ii) The Registrant undertakes that it
                                has submitted or will submit the
                                plan and any amendment thereto to
                                the Internal Revenue Service ("IRS")
                                in a timely manner and has made or
                                will make all changes required by
                                the IRS in order to qualify the
                                plan.

     15                    Letter regarding unaudited interim financial
                           information.


     23                    Consents of Independent Auditors;
                           Counsel:

                          (a)  Consent of KPMG LLP
                          (b)  Consent of KPMG LLP and Ernst &
                               Young LLP
                          (c)  Consent of Joseph C. Dimino, Esquire,
                               is contained in his opinion filed as
                               Exhibit 5 to the Registration
                               Statement

<page>


                                    SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, Norfolk Southern Corporation certifies that it has
reasonable grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on
this 24th day of September, 2003.

                                    NORFOLK SOUTHERN CORPORATION



                                    By:  /s/ Dezora M. Martin
                                         Dezora M. Martin
                                         (Corporate Secretary)


Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this  24th day of
September, 2003, by the following persons in the capacities
indicated.


Signature                                   Title


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


/s/ Henry C. Wolf               Vice Chairman and Chief Financial
Henry C. Wolf                   Officer (Principal Financial Officer)


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


/s/ Gerald L. Baliles           Director
Gerald L. Baliles


/s/ Gene R. Carter              Director
Gene R. Carter


/s/ Alston D. Correll           Director
Alston D. Correll


/s/ Landon Hilliard             Director
Landon Hilliard


/s/ George D. Johnson, Jr.      Director
George D. Johnson, Jr.


/s/ Steven F. Leer              Director
Steven F. Leer


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


/s/ Harold W. Pote              Director
Harold W. Pote


/s/ J. Paul Reason              Director
J. Paul Reason


<page>

     The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the managers (persons who administer the employee
benefit plan) of the Thrift and 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 September, 2003.


                                       THRIFT AND INVESTMENT PLAN OF
                                       NORFOLK SOUTHERN CORPORATION
                                       AND PARTICIPATING SUBSIDIARY
                                       COMPANIES




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




                                       By /s/ James A. Hixon
                                          (James A. Hixon, Manager)




                                       By /s/ Thomas H. Mullenix, Jr.
                                          (Thomas H. Mullenix, Jr.,
                                           Manager)



                             INDEX TO EXHIBITS

Exhibit Number             Description

      5                    (i)  Opinion of Joseph C. Dimino, Esquire,
                                regarding the legality of the securities
                                being registered

      15                   Letter regarding unaudited interim financial
                           information.

      23                   Consents of Independent Auditors; Counsel:

                           (a)  Consent of KPMG LLP
                           (b)  Consent of KPMG LLP and Ernst &
                                Young LLP
                           (c)  Consent of Joseph C. Dimino, Esquire,
                                is contained in his opinion filed as
                                Exhibit 5 to the Registration Statement









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>exhibit5.txt
<TEXT>

                                                            Exhibit 5
September 24, 2003

OPINION OF COUNSEL

The Board of Directors
Norfolk Southern Corporation:

As Senior General Counsel of Norfolk Southern Corporation
("Corporation"), I have acted as counsel for the Corporation in
connection with the proposed reservation for issuance by the
Corporation of 5,000,000 shares ("Shares") of Norfolk Southern
Corporation Common Stock ("Common Stock") pursuant to the terms of
the Thrift and Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies, as amended ("Plan").

This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of regulation S-K under the Securities Act of 1933,
as amended ("Securities Act").  In furnishing this opinion, I or
attorneys under my supervision have examined such documents, legal
opinions and precedents, corporate and other records of the
Corporation, and certificates of public officials and officers of
the Corporation as I or we have deemed necessary or appropriate
in the circumstances to provide a basis for the opinion set
forth below.  In this examination, I or they have assumed the
genuineness of all signatures, the authenticity of all documents
submitted as original documents and conformity to original
documents of all documents submitted as certified or photostatic
copies.

On the basis of the foregoing and such other investigation as
I have deemed necessary, I am of the opinion that any Shares
of Common Stock, when issued and delivered for the purposes
described in and in accordance with the terms of the Plan,
will be duly authorized, legally issued and fully paid and
nonassessable.

I consent to the filing of this opinion as an Exhibit to this
Registration Statement filed by the Corporation in connection
with the registration under the Securities Act of 1933, as
amended, of Common Stock to be issued pursuant to the Plan.



                                          /s/ Joseph C. Dimino

                                          Joseph C. Dimino, Esq.








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>4
<FILENAME>exhibit15.txt
<TEXT>
                                                            EXHIBIT 15


The Board of Directors
Norfolk Southern Corporation:

With respect to the Registration Statement pertaining to the Thrift and
Investment Plan of Norfolk Southern Corporation and Participating
Subsidiary Companies on Form S-8 of Norfolk Southern Corporation, we
acknowledge our awareness of the use therein of our reports dated
April 22, 2003 and July 22, 2003 related to our reviews of interim
financial information of Norfolk Southern Corporation.

Pursuant to Rule 436(c) under the Securities Act of 1933 (the Act),
such report is not considered part of a registration statement
prepared or certified by an accountant, or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11
of the Act.



/s/ KPMG LLP

Norfolk, Virginia
September 22, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>exhibit23a.txt
<TEXT>
                                                            EXHIBIT 23(a)


Consent of Independent Auditors


The Board of Directors
Norfolk Southern Corporation

The Board of Managers
Thrift and Investment Plan of Norfolk Southern
Corporation and Participating Subsidiary Companies:


We consent to the incorporation by reference in the Registration
Statement pertaining to the Thrift and Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies on Form
S-8 of Norfolk Southern Corporation of our report dated
January 28, 2003, with respect to the consolidated balance sheets
of Norfolk Southern Corporation and subsidiaries as of December
31, 2002 and 2001, and the related consolidated statements of
income, changes in stockholders' equity and cash flows, and the
related consolidated financial statement schedule for each of the
years in the three-year period ended December 31, 2002, which report
appears in the December 31, 2002 Annual Report on Form 10-K of
Norfolk Southern Corporation.

We also consent to the incorporation by reference in the
Registration Statement of our report dated June 13, 2003,
with respect to the statements of assets available for benefits
of the Thrift and Investment Plan of Norfolk Southern Corporation
and Participating Subsidiary Companies as of December 31, 2002
and 2001, and the related statements of changes in assets
available for benefits for the years then ended, which report
appears in the December 31, 2002 Annual Report on Form 11-K of the
Thrift and Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies.


/s/ KPMG LLP

Norfolk, Virginia
September 22, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>exhibit23b.txt
<TEXT>
                                                            EXHIBIT 23(b)



                       Consent of Independent Auditors


The Board of Directors
Norfolk Southern Corporation:


We consent to the incorporation by reference in the Registration
Statement pertaining to the Thrift and Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies on Form
S-8 of Norfolk Southern Corporation of our report dated
January 28, 2003, with respect to the consolidated balance sheets of
Conrail Inc. and subsidiaries as of December 31, 2002 and 2001, and
the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period ended
December 31, 2002, which report appears in the December 31, 2002
Annual Report on Form 10-K of Norfolk Southern Corporation.


/s/ KPMG LLP                                  /s/ Ernst & Young LLP

KPMG LLP                                      Ernst & Young LLP
Norfolk, Virginia                             Jacksonville, Florida
September 22, 2003                            September 22, 2003



</TEXT>
</DOCUMENT>
</SUBMISSION>
