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): April 30, 2002


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


<TABLE>
<CAPTION>
<S>                                            <C>                             <C>
             Virginia                          1-8339                          52-1188014
     -------------------------        -------------------------         -------------------------
 (State or other jurisdiction of      (Commission File Number)               (IRS Employer
          incorporation)                                                  Identification No.)
     -------------------------        -------------------------         -------------------------
</TABLE>


           Three Commercial Place
              Norfolk, Virginia                      23510-9241
---------------------------------------------   ---------------------
  (Address of principal executive offices)           (Zip Code)

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

                                 Not Applicable
                              ---------------------
          (Former name or former address, if changed since last report)





ITEM 5.           Other Events.

         On April 30, 2002, Norfolk Southern Corporation (the "Corporation")
         issued and sold $100,000,000 aggregate principal amount of its Floating
         Rate Senior Notes due February 28, 2005 (the "Notes"). The Securities
         were issued pursuant to the Corporation's Underwriting Agreement, dated
         April 25, 2002 (the "Base Underwriting Agreement") and the Pricing
         Agreement, dated April 25, 2002 (the "Pricing Agreement" and, together
         with the Base Underwriting Agreement, the "Underwriting Agreement")
         between the Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
         Fenner & Smith Incorporated (the "Underwriter"), which Pricing
         Agreement incorporates in its entirety all the provisions of the Base
         Underwriting Agreement. The Securities were issued under the Indenture,
         dated as of January 15, 1991, between the Corporation and U.S. Trust
         Bank National Association, formerly known as First Trust of New York,
         National Association, as successor trustee (the "Trustee"), as
         supplemented by a First Supplemental Indenture, dated as of May 19,
         1997, between the Corporation and the Trustee, a Second Supplemental
         Indenture, dated as of April 26, 1999, between the Corporation and the
         Trustee, a Third Supplemental Indenture, dated as of May 23, 2000,
         between the Corporation and the Trustee, a Fourth Supplemental
         Indenture, dated as of February 6, 2001, between the Corporation and
         the Trustee, a Fifth Supplemental Indenture, dated as of July 5, 2001,
         between the Corporation and the Trustee, a Sixth Supplemental
         Indenture, dated as of April 30, 2002, between the Corporation and the
         Trustee and a Seventh Supplemental Indenture, dated as of April 30,
         2002, between the Corporation and the Trustee.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits:

                  1.1(a)   Base Underwriting Agreement of the Corporation,
                           dated April 25, 2002.

                  1.1(b)   Pricing Agreement, dated April 25, 2002,
                           between the Corporation and the Underwriter.

                  4.1      Seventh Supplemental Indenture, dated as of April 30,
                           2002, between the Corporation and U.S. Bank Trust
                           National Association, as Trustee.

                  5.1      Opinion of James A. Squires, Esq., Senior General
                           Counsel of the Corporation.

                  5.2      Opinion of Skadden, Arps, Slate, Meagher & Flom
                           LLP, special counsel to the Corporation.



                                   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:   April 30, 2002              NORFOLK SOUTHERN CORPORATION
                                              (Registrant)

                                     By: /s/ William J. Romig
                                         --------------------------------
                                         Name:  William J. Romig
                                         Title: Vice President & Treasurer


                                  EXHIBIT INDEX

Exhibit
Number                            Description


1.1(a)            Base Underwriting Agreement of the Corporation, dated April
                  25, 2002.

1.1(b)            Pricing Agreement, dated April 25, 2002, between the
                  Corporation and the Underwriter.

4.1               Seventh Supplemental Indenture, dated as of April 30, 2002,
                  between the Corporation and U.S. Bank Trust National
                  Association, as Trustee.

5.1               Opinion of James A. Squires, Esq., Senior General Counsel of
                  the Corporation.

5.2               Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
                  counsel to the Corporation.
[{"type": "8-K", "sequence": "1", "filename": "s626193.txt", "secsgml_size_bytes": 5994}]
{"company-data": {"conformed-name": "NORFOLK SOUTHERN CORP", "cik": "0000702165", "assigned-sic": "4011", "irs-number": "521188014", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08339", "film-number": "02628528"}, "business-address": {"street1": "THREE COMMERCIAL PL", "city": "NORFOLK", "state": "VA", "zip": "23510-2191", "phone": "7576292680"}, "mail-address": {"street1": "THREE COMMERCIAL PL", "city": "NORFOLK", "state": "VA", "zip": "23510-2191"}}
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): April 30, 2002

                          NORFOLK SOUTHERN CORPORATION
                          ----------------------------
             (Exact name of registrant as specified in its charter)
Virginia                          1-8339                          52-1188014
     -------------------------        -------------------------         -------------------------
 (State or other jurisdiction of      (Commission File Number)               (IRS Employer
          incorporation)                                                  Identification No.)
     -------------------------        -------------------------         -------------------------
Three Commercial Place
              Norfolk, Virginia                      23510-9241
---------------------------------------------   ---------------------
  (Address of principal executive offices)           (Zip Code)

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

                                 Not Applicable
                              ---------------------
          (Former name or former address, if changed since last report)

ITEM 5.           Other Events.

         On April 30, 2002, Norfolk Southern Corporation (the "Corporation")
         issued and sold $100,000,000 aggregate principal amount of its Floating
         Rate Senior Notes due February 28, 2005 (the "Notes"). The Securities
         were issued pursuant to the Corporation's Underwriting Agreement, dated
         April 25, 2002 (the "Base Underwriting Agreement") and the Pricing
         Agreement, dated April 25, 2002 (the "Pricing Agreement" and, together
         with the Base Underwriting Agreement, the "Underwriting Agreement")
         between the Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
         Fenner & Smith Incorporated (the "Underwriter"), which Pricing
         Agreement incorporates in its entirety all the provisions of the Base
         Underwriting Agreement. The Securities were issued under the Indenture,
         dated as of January 15, 1991, between the Corporation and U.S. Trust
         Bank National Association, formerly known as First Trust of New York,
         National Association, as successor trustee (the "Trustee"), as
         supplemented by a First Supplemental Indenture, dated as of May 19,
         1997, between the Corporation and the Trustee, a Second Supplemental
         Indenture, dated as of April 26, 1999, between the Corporation and the
         Trustee, a Third Supplemental Indenture, dated as of May 23, 2000,
         between the Corporation and the Trustee, a Fourth Supplemental
         Indenture, dated as of February 6, 2001, between the Corporation and
         the Trustee, a Fifth Supplemental Indenture, dated as of July 5, 2001,
         between the Corporation and the Trustee, a Sixth Supplemental
         Indenture, dated as of April 30, 2002, between the Corporation and the
         Trustee and a Seventh Supplemental Indenture, dated as of April 30,
         2002, between the Corporation and the Trustee.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits:

                  1.1(a)   Base Underwriting Agreement of the Corporation,
                           dated April 25, 2002.

                  1.1(b)   Pricing Agreement, dated April 25, 2002,
                           between the Corporation and the Underwriter.

                  4.1      Seventh Supplemental Indenture, dated as of April 30,
                           2002, between the Corporation and U.S. Bank Trust
                           National Association, as Trustee.

                  5.1      Opinion of James A. Squires, Esq., Senior General
                           Counsel of the Corporation.

                  5.2      Opinion of Skadden, Arps, Slate, Meagher & Flom
                           LLP, special counsel to the Corporation.

                                   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:   April 30, 2002              NORFOLK SOUTHERN CORPORATION
                                              (Registrant)

                                     By: /s/ William J. Romig
                                         --------------------------------
                                         Name:  William J. Romig
                                         Title: Vice President & Treasurer

                                  EXHIBIT INDEX

Exhibit
Number                            Description

1.1(a)            Base Underwriting Agreement of the Corporation, dated April
                  25, 2002.

1.1(b)            Pricing Agreement, dated April 25, 2002, between the
                  Corporation and the Underwriter.

4.1               Seventh Supplemental Indenture, dated as of April 30, 2002,
                  between the Corporation and U.S. Bank Trust National
                  Association, as Trustee.

5.1               Opinion of James A. Squires, Esq., Senior General Counsel of
                  the Corporation.

5.2               Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
                  counsel to the Corporation.