As filed with the Securities and Exchange Commission on
May 11, 2001                       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                       23510-2191
        Norfolk, Virginia                         (Zip Code)
(Address of Principal Executive Offices)


                  NORFOLK SOUTHERN CORPORATION
                    LONG-TERM INCENTIVE PLAN
                     (Full title of the plan)

                     J. GARY LANE, 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) 629-2818

                           __________

                 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     30,000,000    $19.545    $586,350,000    $146,587.50
Southern
Corporation
Common Stock,
$1.00 par value
_________________________________________________________________
*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 $16.375 per share for 5,000,000 of
Common Stock issued under the Norfolk Southern Corporation
Long-Term Incentive Plan, such price being the average of
the high and low prices of the Common Stock reported in the
consolidated reporting system on January 23, 2001, 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-__________.
</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 Norfolk
Southern Corporation Long-Term Incentive Plan ("Plan").  Therefore,
pursuant to General Instruction E to Form S-8, the contents of the earlier
registration statement relating to the Plan (File No. 333-54456),
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, General Counsel - Corporate, of 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 April 30, 2001,
Mr. Dimino was the beneficial owner, either directly or indirectly,
of approximately 5936 shares of Common Stock.   Also, as of
April 30, 2001, Mr. Dimino held unexercised Options awarded under the
Plan to purchase 78,500 shares of Common Stock and 15,000 Performance
Share Units.

Item 8.   Exhibits.

Exhibit Number           	Description

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

    23                  	Consents of Independent Auditors; Counsel:

                              (a)	Consent of KPMG LLP
                              (b)	Consent of KPMG LLP and Ernst &
                                    Young LLP
                              (c)	Consent of PricewaterhouseCoopers LLP
                              (d)	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, and Commonwealth of Virginia, on this 10th day of
May, 2001.

                             			NORFOLK SOUTHERN CORPORATION



                                         By: /s/ David R. Goode
                                   	         David R. Goode
                                   		   (Chairman, President and Chief
                                   		    Executive Officer)


                         	POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes J.
Gary Lane and Henry C. Wolf, and each and any of them, as
attorneys-in-fact and agents with full powers of substitution,
to sign on his or her behalf, individually and in the capacities stated
below, and to file any and all amendments (including post-effective
amendments) to this Registration Statement with the Securities and
Exchange Commission, granting to said attorneys-in-fact and agents
full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises, as fully to all
intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on this 10th day
of May, 2001, 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
(Gerald L. Baliles)          				Director



/s/ Carroll A. Campbell, Jr.
(Carroll A. Campbell, Jr.)         			Director



/s/ Gene R. Carter
(Gene R. Carter)             				Director



/s/ Alston D. Correll
(Alston D. Correll)               			Director



/s/ Landon Hilliard
(Landon Hilliard)            				Director



/s/ Steven F. Leer
(Steven F. Leer)          				Director



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



/s/ Harold W. Pote
(Harold W. Pote)             				Director


<PAGE>

                              INDEX TO EXHIBITS

Exhibit Number           	Description

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

      23                  	Consents of Independent Auditors; Counsel:

                              (a)	Consent of KPMG LLP
                              (b)	Consent of KPMG LLP and Ernst & Young LLP
                              (c)	Consent of PricewaterhouseCoopers LLP
                              (d)	Consent of Joseph C. Dimino, Esquire,
                                    is contained in his opinion filed as
                                    Exhibit 5 to the Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "s80501.txt", "secsgml_size_bytes": 8595}]
{"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": "S-8", "act": "33", "file-number": "333-60722", "film-number": "1630363"}, "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"}}
As filed with the Securities and Exchange Commission on
May 11, 2001                       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                       23510-2191
        Norfolk, Virginia                         (Zip Code)
(Address of Principal Executive Offices)

                  NORFOLK SOUTHERN CORPORATION
                    LONG-TERM INCENTIVE PLAN
                     (Full title of the plan)

                     J. GARY LANE, 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) 629-2818

                           __________

                 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     30,000,000    $19.545    $586,350,000    $146,587.50
Southern
Corporation
Common Stock,
$1.00 par value
_________________________________________________________________
*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 $16.375 per share for 5,000,000 of
Common Stock issued under the Norfolk Southern Corporation
Long-Term Incentive Plan, such price being the average of
the high and low prices of the Common Stock reported in the
consolidated reporting system on January 23, 2001, 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-__________.

	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 Norfolk
Southern Corporation Long-Term Incentive Plan ("Plan").  Therefore,
pursuant to General Instruction E to Form S-8, the contents of the earlier
registration statement relating to the Plan (File No. 333-54456),
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, General Counsel - Corporate, of 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 April 30, 2001,
Mr. Dimino was the beneficial owner, either directly or indirectly,
of approximately 5936 shares of Common Stock.   Also, as of
April 30, 2001, Mr. Dimino held unexercised Options awarded under the
Plan to purchase 78,500 shares of Common Stock and 15,000 Performance
Share Units.

Item 8.   Exhibits.

Exhibit Number           	Description

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

    23                  	Consents of Independent Auditors; Counsel:

                              (a)	Consent of KPMG LLP
                              (b)	Consent of KPMG LLP and Ernst &
                                    Young LLP
                              (c)	Consent of PricewaterhouseCoopers LLP
                              (d)	Consent of Joseph C. Dimino, Esquire,
                                    is contained in his opinion filed
                                    as Exhibit 5 to the Registration
                                    Statement
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, and Commonwealth of Virginia, on this 10th day of
May, 2001.

                             			NORFOLK SOUTHERN CORPORATION

                                         By: /s/ David R. Goode
                                   	         David R. Goode
                                   		   (Chairman, President and Chief
                                   		    Executive Officer)

                         	POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes J.
Gary Lane and Henry C. Wolf, and each and any of them, as
attorneys-in-fact and agents with full powers of substitution,
to sign on his or her behalf, individually and in the capacities stated
below, and to file any and all amendments (including post-effective
amendments) to this Registration Statement with the Securities and
Exchange Commission, granting to said attorneys-in-fact and agents
full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises, as fully to all
intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on this 10th day
of May, 2001, 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
(Gerald L. Baliles)          				Director

/s/ Carroll A. Campbell, Jr.
(Carroll A. Campbell, Jr.)         			Director

/s/ Gene R. Carter
(Gene R. Carter)             				Director

/s/ Alston D. Correll
(Alston D. Correll)               			Director

/s/ Landon Hilliard
(Landon Hilliard)            				Director

/s/ Steven F. Leer
(Steven F. Leer)          				Director

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

/s/ Harold W. Pote
(Harold W. Pote)             				Director
INDEX TO EXHIBITS

Exhibit Number           	Description

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

      23                  	Consents of Independent Auditors; Counsel:

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