UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington , D.C.   20549

FORM 10-Q

(X)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2005

( )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-8339

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

52-1188014

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

Three Commercial Place

Norfolk , Virginia

23510-2191

(Address of principal executive offices)

Zip Code

Registrant's telephone number, including area code

(757) 629-2680

No Change

(Former name, former address and former fiscal year,

if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13

or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter

period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.  

(X) Yes   

( ) No

Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of The Exchange Act).

(X) Yes   

( ) No

The number of shares outstanding of each of the registrant's classes of Common Stock, as of the last

practicable date:

Class

Outstanding as of March 31, 2005

Common Stock (par value $1.00)

404,274,324 (excluding 20,907,125 shares

held by registrant's consolidated subsidiaries)

Page

Part I.

Financial information:

Item 1.

Financial statements:

Consolidated Statements of Income

3

Three Months Ended March 31, 2005 and 2004

Consolidated Balance Sheets

4

March 31, 2005 and Dec. 31, 2004

Consolidated Statements of Cash Flows

5

Three Months Ended March 31, 2005 and 2004

Notes to Consolidated Financial Statements

6

Report of Independent Registered Public Accounting Firm

14

Item 2.

Management's Discussion and Analysis of

15

Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures

22

About Market Risks

Item 4.

Controls and Procedures

22

Part II.

Other Information:

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 6.

Exhibits

23

Signatures

24

Exhibit Index

24