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): February 6, 2001


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


          Virginia                      1-8339                 52-1188014
----------------------------   ------------------------    ------------------
(State or other jurisdiction   (Commission File Number)      (IRS Employer
     of 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 February 6, 2001, Norfolk Southern Corporation (the "Corporation")
      issued and sold $300,000,000 aggregate principal amount of its 6 3/4%
      Senior Notes due February 15, 2011 (the " 6 3/4% Notes") and
      $700,000,000 aggregate principal amount of its 7 1/4% Senior Notes
      due February 15, 2031 (the "7 1/4% Notes" and, together with the 6
      3/4% Notes, the "Securities"). The Securities were issued pursuant to
      the Corporation's Underwriting Agreement, dated February 1, 2001
      (the "Base Underwriting Agreement") and the Pricing Agreement, dated
      February 1, 2001 (the "Pricing Agreement" and, together with the Base
      Underwriting Agreement, the "Underwriting Agreement") among the
      Corporation and Merrill Lynch and Co., Merrill Lynch, Pierce, Fenner
      & Smith Incorporated and Morgan Stanley & Co. Incorporated, as
      representatives of the several underwriters named in the Pricing
      Agreement (the "Underwriters"), 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 and a Fourth
      Supplemental Indenture, dated as of February 6, 2001, 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 February 1, 2001.

                1.1(b)  Pricing Agreement, dated February 1, 2001, among the
                        Corporation and Merrill Lynch & Co., Merrill Lynch,
                        Pierce, Fenner & Smith Incorporated and Morgan
                        Stanley & Co. Incorporated, as representatives of
                        the Underwriters named in the Pricing Agreement.

                  4.1   Fourth Supplemental Indenture, dated as of February
                        6, 2001, between the Corporation and U.S. Bank Trust
                        National Association, as Trustee.

                  5.1   Opinion of Joseph C. Dimino, Esq., General Counsel-
                        Corporate 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:  February 7, 2001          NORFOLK SOUTHERN CORPORATION
                                          (Registrant)

                                  By:   /s/ Dezora M. Martin
                                     ---------------------------------
                                     Dezora M. Martin
                                     Corporate Secretary




                               EXHIBIT INDEX

Exhibit
Number                     Description
-------                    -----------

1.1(a)      Base Underwriting Agreement of the Corporation, dated
            February 1, 2001.

1.1(b)      Pricing Agreement, dated February 1, 2001, among the
            Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
            Fenner & Smith Incorporated and Morgan Stanley & Co.
            Incorporated, as representatives of the Underwriters named in
            the Pricing Agreement.

4.1         Fourth Supplemental Indenture, dated as of February 6, 2001,
            between the Corporation and U.S. Bank Trust National
            Association, as Trustee.

5.1         Opinion of Joseph C. Dimino, Esq., General Counsel-Corporate of
            the Corporation.

5.2         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
            counsel to the Corporation.
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): February 6, 2001

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

          Virginia                      1-8339                 52-1188014
----------------------------   ------------------------    ------------------
(State or other jurisdiction   (Commission File Number)      (IRS Employer
     of 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 February 6, 2001, Norfolk Southern Corporation (the "Corporation")
      issued and sold $300,000,000 aggregate principal amount of its 6 3/4%
      Senior Notes due February 15, 2011 (the " 6 3/4% Notes") and
      $700,000,000 aggregate principal amount of its 7 1/4% Senior Notes
      due February 15, 2031 (the "7 1/4% Notes" and, together with the 6
      3/4% Notes, the "Securities"). The Securities were issued pursuant to
      the Corporation's Underwriting Agreement, dated February 1, 2001
      (the "Base Underwriting Agreement") and the Pricing Agreement, dated
      February 1, 2001 (the "Pricing Agreement" and, together with the Base
      Underwriting Agreement, the "Underwriting Agreement") among the
      Corporation and Merrill Lynch and Co., Merrill Lynch, Pierce, Fenner
      & Smith Incorporated and Morgan Stanley & Co. Incorporated, as
      representatives of the several underwriters named in the Pricing
      Agreement (the "Underwriters"), 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 and a Fourth
      Supplemental Indenture, dated as of February 6, 2001, 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 February 1, 2001.

                1.1(b)  Pricing Agreement, dated February 1, 2001, among the
                        Corporation and Merrill Lynch & Co., Merrill Lynch,
                        Pierce, Fenner & Smith Incorporated and Morgan
                        Stanley & Co. Incorporated, as representatives of
                        the Underwriters named in the Pricing Agreement.

                  4.1   Fourth Supplemental Indenture, dated as of February
                        6, 2001, between the Corporation and U.S. Bank Trust
                        National Association, as Trustee.

                  5.1   Opinion of Joseph C. Dimino, Esq., General Counsel-
                        Corporate 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:  February 7, 2001          NORFOLK SOUTHERN CORPORATION
                                          (Registrant)

                                  By:   /s/ Dezora M. Martin
                                     ---------------------------------
                                     Dezora M. Martin
                                     Corporate Secretary

                               EXHIBIT INDEX

Exhibit
Number                     Description
-------                    -----------

1.1(a)      Base Underwriting Agreement of the Corporation, dated
            February 1, 2001.

1.1(b)      Pricing Agreement, dated February 1, 2001, among the
            Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
            Fenner & Smith Incorporated and Morgan Stanley & Co.
            Incorporated, as representatives of the Underwriters named in
            the Pricing Agreement.

4.1         Fourth Supplemental Indenture, dated as of February 6, 2001,
            between the Corporation and U.S. Bank Trust National
            Association, as Trustee.

5.1         Opinion of Joseph C. Dimino, Esq., General Counsel-Corporate of
            the Corporation.

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