Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Squires James A
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2004
3. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [NSC]
(Last)
(First)
(Middle)
THREE COMMERCIAL PLACE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. V.P. - Law
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NORFOLK, VA 23510
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 8,100
D
 
Common Stock 808 (2)
I
By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (granted 1998) (3) 02/02/1999 02/01/2008 Common Stock 7,500 $ 32.1563 D  
Option (granted 1999) (3) 02/01/2000 01/31/2009 Common Stock 9,000 $ 27.6875 D  
Option (granted 2000) (3) 01/31/2001 01/30/2010 Common Stock 9,000 $ 16.9375 D  
Option (granted 2001) (3) 01/29/2002 01/28/2011 Common Stock 15,000 $ 15.475 D  
Option (granted 2002) (3) 01/28/2003 01/27/2012 Common Stock 15,000 $ 22.49 D  
Option (granted 2003) (3) 02/03/2004 02/02/2013 Common Stock 12,000 $ 19.625 D  
Option (granted 2004) (3) 01/31/2005 01/29/2014 Common Stock 13,000 $ 22.02 D  
Stock Units (Deferred) (4)   (4)   (4) Common Stock 1,125.0657 (4) $ (4) D  
Restricted Stock Units   (5)   (5) Common Stock 5,400 (5) $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Squires James A
THREE COMMERCIAL PLACE
NORFOLK, VA 23510
      Sr. V.P. - Law  

Signatures

D. M. Martin via P.O.A. for J. A. Squires 10/07/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) At its meeting on September 28, 2004, the Corporation's Board of Directors elected the reporting person to his current position and designated him an "Executive Officer" for purposes of Section 16, effective October 1, 2004. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of his designation.
(2) 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 October 1, 2004, the last date on which a formal statement was available, 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.
(3) Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Investment Plan.
(4) Reports the total number of Deferred Stock Units (Units) credited to the account of the reporting person under the Norfolk Southern Corporation Long-Term Incentive Plan. In accordance with procedures applicable to all participants, these Units were credited on the common stock dividend payment date (most recently, September 10, 2004) on the basis of the market value of the Corporation's common stock on that date. These Units ultimately will be satisfied in cash and not in shares of stock.
(5) Reports the total number of Restricted Stock Units granted to the reporting person under the terms of the Norfolk Southern Corporation Restricted Stock Unit Plan. These units ultimately will be satisfied in cash and not in shares of stock.

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