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
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 10030}]
{"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": "333-109069", "film-number": "03907113"}, "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 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.

	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
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
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