As filed with the Securities and Exchange Commission on November 1, 2002        
Registration No. 333-                

__________

FORM S-8

SECURITIES AND EXCHANGE COMMISSION

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)

THOROUGHBRED RETIREMENT 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     6,000,000   $20.40   $122,400,000.00   $11,260.80
Southern    shares
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 $20.40 per share for 6,000,000 shares of Common Stock
issued under the Thoroughbred Retirement 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 October 29,
2002, 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. 333-78939.

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
Thoroughbred Retirement 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. 333-78939), 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 October 31, 2002, Mr. Dimino
was the beneficial owner, either directly or indirectly, of
approximately 6,721 shares of Common Stock.  Also, as of October
31, 2002, Mr. Dimino held unexercised options to purchase 93,500
shares of Common Stock and 15,000 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

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

24                      Power of Attorney

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 1st day of November, 2002.

NORFOLK SOUTHERN CORPORATION

By: /s/ Dezora M. Martin
(Corporate Secretary)

Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed below on this 1st day 
of November, 2002, by the following persons in the capacities 
indicated.

Signature                                       Title

David R. Goode*                         Chairman, President and Chief
Executive Officer and Director
(Principal Executive Officer)

/s/ Henry C. Wolf                               Vice Chairman and Chief Financial
Henry C. Wolf                           Officer(Principal Financial Officer)

John P. Rathbone*                               Senior Vice President and Controller
(Principal Accounting Officer)

Gerald L. Baliles*                      Director

Carroll A. Campbell, Jr.*               Director

Gene R. Carter*                         Director

Alston D. Correll*                      Director

Landon Hilliard*                        Director

Steven F. Leer*                       Director

Jane Margaret O'Brien*                  Director

Harold W. Pote*                         Director

J. Paul Reason*                         Director

*By:    /s/ Henry D. Light
(Henry D. Light)                        Attorney-in-Fact

The Plan.  Pursuant to the requirements of the Securities Act 
of 1933, the managers (persons who administer the employee benefit 
plan) of the Thoroughbred Retirement 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 1st day of November, 2002.

THOROUGHBRED RETIREMENT INVESTMENT 
PLAN OF NORFOLK SOUTHERN CORPORATION 
AND PARTICIPATING SUBSIDIARY
COMPANIES

By  /s/ Henry C. Wolf
(Henry C. Wolf, Manager)

By  /s/ James A. Hixon, Manager
(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

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

24                              Power of Attorney

Exhibit 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Norfolk Southern Corporation:

We consent to the incorporation by reference in the Registration 
Statement pertaining to the Thoroughbred Retirement Investment Plan 
of Norfolk Southern Corporation and Participating Subsidiary Companies 
on Form S-8 of Norfolk Southern Corporation of our report dated January 
21, 2002, relating to the consolidated balance sheets of Norfolk 
Southern Corporation and subsidiaries as of December 31, 2001 and 
2000, and the related consolidated statements of income, changes in 
stockholders' equity and cash flows, and the related consolidated 
financial statement schedule for each of the years in the three-year 
period ended December 31, 2001, which report appears in the December 
31, 2001 Annual Report on Form 10-K of Norfolk Southern Corporation.

/s/ KPMG LLP
Norfolk, Virginia
October 31, 2002

Exhibit 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Norfolk Southern Corporation:

We consent to the incorporation by reference in the Registration 
Statement pertaining to the Thoroughbred Retirement Investment 
Plan of Norfolk Southern Corporation and Participating Subsidiary 
Companies on Form S-8 of Norfolk Southern Corporation of our report 
dated January 21, 2002, relating to the consolidated balance sheets 
of Conrail Inc. and subsidiaries as of December 31, 2001 and 2000, 
and the related consolidated statements of income, stockholders' equity 
and cash flows for each of the years in the three-year period ended 
December 31, 2001, which report appears in the December 31, 2001 
Annual Report on Form 10-K of Norfolk Southern Corporation.  

/s/ KPMG LLP                                    /s/ Ernst & Young LLP
Norfolk, Virginia                                       Jacksonville, Florida
October 31, 2002                                        October 31, 2002

Exhibit 5(i)
November 1, 2002

OPINION OF COUNSEL

The Board of Directors
Norfolk Southern Corporation:

As Senior General Counsel of Norfolk Southern Corporation 
("Corporation"), I have acted as counsel for the Corporation in 
connection with the proposed registration by the Corporation of 
6,000,000 shares ("Shares") of Norfolk Southern Corporation Common 
Stock ("Common Stock") pursuant to the terms of the Thoroughbred
Retirement Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies, as amended ("Plan").

This opinion is delivered in accordance with the requirements of Item 
601(b)(5) of regulation S-K under the Securities Act of 1933, as amended 
("Securities Act").  In furnishing this opinion, I or attorneys under my
supervision have examined such documents, legal opinions and 
precedents, corporate and other records of the Corporation, and 
certificates of public officials and officers of the Corporation as 
I or we have deemed necessary or appropriate in the circumstances to 
provide a basis for the opinion set forth below.  In this examination, 
I or they have assumed the genuineness of all signatures, the 
authenticity of all documents submitted as original documents and 
conformity to original documents of all documents submitted as 
certified or photostatic copies.

On the basis of the foregoing and such other investigation as I 
have deemed necessary, I am of the opinion that any Shares of Common 
Stock, when issued and delivered for the purposes described in and 
in accordance with the terms of the Plan, will be duly authorized, 
legally issued and fully paid and nonassessable.

I consent to the filing of this opinion as an Exhibit to this 
Registration Statement filed by the Corporation in connection 
with the registration under the Securities Act of 1933, as 
amended, of Common Stock to be issued pursuant to the Plan.

/s/ Joseph C. Dimino, Esq.

Exhibit 24 

POWER OF ATTORNEY

We, the undersigned officers and directors of Norfolk Southern 
Corporation hereby constitute Henry D. Light and Henry C. Wolf, 
and each of them singly, our true and lawful attorneys with full 
power to them, and each of them singly, to sign for us and in our 
names in the capacities indicated below, any and all Registration 
Statements on Form  S-8 for the Thrift and Investment Plan of Norfolk 
Southern Corporation and Participating Subsidiary Companies 
(Registration Number 333-40993), the Thoroughbred Retirement Investment 
Plan of Norfolk Southern Corporation and Participating Subsidiary 
Companies (Registration Number 333-78939), the Norfolk Southern 
Corporation Directors' Restricted Stock Plan (Registration Number 
33-52031), the Norfolk Southern Corporation Thoroughbred Stock Option 
Plan (Registration Number 333-71321), the Norfolk Southern 
Corporation Long-Term Incentive Plan (Registration Number 333-60722), 
collectively "the S-8 Registration Statements," and any and all 
amendments to said S-8 Registration Statements, and any documents 
related to the Registration Statements on Form S-3 (Registration 
Numbers 333-57872 and 333-57872-01), any and all amendments thereto 
and any additional registration statements relating to the same 
offering of securities as the Registration Statements on Form S-3 
that are filed pursuant to Rule 462(b) of the Securities Act of 
1933, and generally to do all such things in our names and on our 
behalf in our capacities as officers and directors to enable Norfolk 
Southern Corporation to comply with the provisions of the Securities 
Act of 1933, as amended, and all requirements of the Securities 
and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, 
this Power of Attorney has been signed below on this 26th day of 
March, 2002, by the following persons in the capacities indicated.

Signature                                               Title

/s/ David R. Goode                                      Chairman, President 
(David R. Goode)                                                and Chief Executive 
Officer and Director
(Principal Executive
Officer)

/s/ Henry C. Wolf                                               Vice Chairman and Chief 
(Henry C. Wolf)                                 Financial Officer
(Principal financial
Officer)

/s/ John P. Rathbone                                    Senior Vice President
(John P. Rathbone)                                      and Controller
(Principal Accounting
Officer)

/s/ Gerald L. Baliles           
(Gerald L. Baliles)                             Director

/s/ Caroll 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

/s/ J. Paul Reason      
(J. Paul Reason)                                                Director