Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TOBIAS STEPHEN C
   2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [NSC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chmn. and C.O.O.
(Last)
(First)
(Middle)
THREE COMMERCIAL PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2005
(Street)

NORFOLK, VA 23510		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/28/2005   M   144,096 A $ 16.9375 374,953 D  
Common Stock 02/28/2005   S   107,996 D $ 36 266,957 D  
Common Stock 02/28/2005   S   200 D $ 36.005 266,757 D  
Common Stock 02/28/2005   S   2,100 D $ 36.02 264,657 D  
Common Stock 02/28/2005   S   3,500 D $ 36.03 261,157 D  
Common Stock 02/28/2005   S   3,500 D $ 36.04 257,657 D  
Common Stock 02/28/2005   S   4,300 D $ 36.0493 253,357 D  
Common Stock 02/28/2005   S   2,300 D $ 36.05 251,057 D  
Common Stock 02/28/2005   S   6,900 D $ 36.06 244,157 D  
Common Stock 02/28/2005   S   3,900 D $ 36.07 240,257 D  
Common Stock 02/28/2005   S   2,400 D $ 36.08 237,857 D  
Common Stock 02/28/2005   S   2,300 D $ 36.09 235,557 D  
Common Stock 02/28/2005   S   100 D $ 36.1 235,457 D  
Common Stock 02/28/2005   S   4,600 D $ 36.01 230,857 D  
Common Stock               16,992 (1) I By 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (granted 2000) $ 16.9375 02/28/2005   M(2)     144,096 (2) 01/31/2001 01/30/2010 Common Stock 144,096 (2) 5,904 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TOBIAS STEPHEN C
THREE COMMERCIAL PLACE
NORFOLK, VA 23510		       Vice Chmn. and C.O.O.  

Signatures

 D. M. Martin, via P.O.A. for Stephen C.Tobias   03/02/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of February 28, 2005, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
(2) Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt under $ule 16b-3. The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).

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