Page 1 of 13 Pages

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G

Under the Securities exchange Act of 1934

()*

NORFOLK SOUTHERN CORP
-----------------------------------------------------
(NAME OF ISSUER)

COM
-----------------------------------------------------
(TITLE OF CLASS OF SECURITIES)

655844108
-----------------------------------------------------
(CUSIP NUMBER)

October 31, 2000
-----------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

X  Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting
person`s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be 'filed' for the purpose of Section 18 of the Securities
Exchange Act of 1934 ('Act') or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

(CONTINUED ON FOLLOWING PAGE(S))

CUSIP NO. 655844108          13G                        Page 2 of 13 Pages

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AXA Assurances I.A.R.D. Mutuelle

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
(B) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
France

NUMBER OF SHARES     5.  SOLE VOTING POWER                  23,811,247
BENEFICIALLY
OWNED AS OF        6.  SHARED VOTING POWER                5,326,853
October 31, 2000
BY EACH          7.  SOLE DISPOSITIVE POWER             44,905,952
REPORTING
PERSON WITH:       8.  SHARED DISPOSITIVE POWER           249

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                       44,919,701
(Not to be construed as an admission of beneficial ownership)

(On October 2, 2000, Alliance Capital Management L.P. ("Alliance") acquired
beneficial ownership of 44,078,160 shares through its acquisition
of the investment advisory assets of Sanford C. Bernstein & Co., Inc.
("Bernstein"), formerly a federally registered investment adviser.
Pursuant to this acquisition, Bernstein assigned its investment management
agreements to Alliance. Contact names and numbers for those persons
formally with Bernstein remain the same as part of Alliance.)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *                                                    | |

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           11.7%

12. TYPE OF REPORTING PERSON *
IC

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 655844108          13G                             Page 3 of 13 Pages

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AXA Assurances Vie Mutuelle

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
(B) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
France

NUMBER OF SHARES     5.  SOLE VOTING POWER                  23,811,247
BENEFICIALLY
OWNED AS OF        6.  SHARED VOTING POWER                5,326,853
October 31, 2000
BY EACH          7.  SOLE DISPOSITIVE POWER             44,905,952
REPORTING
PERSON WITH:       8.  SHARED DISPOSITIVE POWER           249

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                       44,919,701
(Not to be construed as an admission of beneficial ownership)

(On October 2, 2000, Alliance Capital Management L.P. ("Alliance") acquired
beneficial ownership of 44,078,160 shares through its acquisition
of the investment advisory assets of Sanford C. Bernstein & Co., Inc.
("Bernstein"), formerly a federally registered investment adviser.
Pursuant to this acquisition, Bernstein assigned its investment management
agreements to Alliance. Contact names and numbers for those persons
formally with Bernstein remain the same as part of Alliance.)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *                                                    | |

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           11.7%

12. TYPE OF REPORTING PERSON *
IC

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 655844108          13G                        Page 4 of 13 Pages

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AXA Conseil Vie Assurance Mutuelle

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
(B) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
France

NUMBER OF SHARES     5.  SOLE VOTING POWER                  23,811,247
BENEFICIALLY
OWNED AS OF        6.  SHARED VOTING POWER                5,326,853
October 31, 2000
BY EACH          7.  SOLE DISPOSITIVE POWER             44,905,952
REPORTING
PERSON WITH:       8.  SHARED DISPOSITIVE POWER           249

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                       44,919,701
(Not to be construed as an admission of beneficial ownership)

(On October 2, 2000, Alliance Capital Management L.P. ("Alliance") acquired
beneficial ownership of 44,078,160 shares through its acquisition
of the investment advisory assets of Sanford C. Bernstein & Co., Inc.
("Bernstein"), formerly a federally registered investment adviser.
Pursuant to this acquisition, Bernstein assigned its investment management
agreements to Alliance. Contact names and numbers for those persons
formally with Bernstein remain the same as part of Alliance.)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *                                                    | |

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           11.7%

12. TYPE OF REPORTING PERSON *
IC

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 655844108          13G                        Page 5 of 13 Pages

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AXA Courtage Assurance Mutuelle

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
(B) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
France

NUMBER OF SHARES     5.  SOLE VOTING POWER                  23,811,247
BENEFICIALLY
OWNED AS OF        6.  SHARED VOTING POWER                5,326,853
October 31, 2000
BY EACH          7.  SOLE DISPOSITIVE POWER             44,905,952
REPORTING
PERSON WITH:       8.  SHARED DISPOSITIVE POWER           249

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                       44,919,701
(Not to be construed as an admission of beneficial ownership)

(On October 2, 2000, Alliance Capital Management L.P. ("Alliance") acquired
beneficial ownership of 44,078,160 shares through its acquisition
of the investment advisory assets of Sanford C. Bernstein & Co., Inc.
("Bernstein"), formerly a federally registered investment adviser.
Pursuant to this acquisition, Bernstein assigned its investment management
agreements to Alliance. Contact names and numbers for those persons
formally with Bernstein remain the same as part of Alliance.)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *                                                    | |

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           11.7%

12. TYPE OF REPORTING PERSON *
IC

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 655844108          13G                        Page 6 of 13 Pages

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AXA

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
(B) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
France

NUMBER OF SHARES     5.  SOLE VOTING POWER                  23,811,247
BENEFICIALLY
OWNED AS OF        6.  SHARED VOTING POWER                5,326,853
October 31, 2000
BY EACH          7.  SOLE DISPOSITIVE POWER             44,905,952
REPORTING
PERSON WITH:       8.  SHARED DISPOSITIVE POWER           249

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                       44,919,701
(Not to be construed as an admission of beneficial ownership)

(On October 2, 2000, Alliance Capital Management L.P. ("Alliance") acquired
beneficial ownership of 44,078,160 shares through its acquisition
of the investment advisory assets of Sanford C. Bernstein & Co., Inc.
("Bernstein"), formerly a federally registered investment adviser.
Pursuant to this acquisition, Bernstein assigned its investment management
agreements to Alliance. Contact names and numbers for those persons
formally with Bernstein remain the same as part of Alliance.)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *                                                    | |

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           11.7%
12. TYPE OF REPORTING PERSON *
IC

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 655844108          13G                             Page 7 of 13 Pages

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

AXA Financial, Inc.   13-3623351

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
(B) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware

NUMBER OF SHARES     5.  SOLE VOTING POWER                  23,811,247
BENEFICIALLY
OWNED AS OF        6.  SHARED VOTING POWER                5,326,853
October 31, 2000
BY EACH          7.  SOLE DISPOSITIVE POWER             44,905,952
REPORTING
PERSON WITH:       8.  SHARED DISPOSITIVE POWER           249

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                       44,919,701
(Not to be construed as an admission of beneficial ownership)

(On October 2, 2000, Alliance Capital Management L.P. ("Alliance") acquired
beneficial ownership of 44,078,160 shares through its acquisition
of the investment advisory assets of Sanford C. Bernstein & Co., Inc.
("Bernstein"), formerly a federally registered investment adviser.
Pursuant to this acquisition, Bernstein assigned its investment management
agreements to Alliance. Contact names and numbers for those persons
formally with Bernstein remain the same as part of Alliance.)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *                                                    | |

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           11.7%

12. TYPE OF REPORTING PERSON *
HC

* SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1(a) Name of Issuer:                                  Page 8 of 13 Pages
NORFOLK SOUTHERN CORP

Item 1(b) Address of Issuer's Principal Executive Offices:
THREE COMMERCIAL PL
Norfolk, VA 23510

Item 2(a) and (b)
Name of Person Filing and Address of Principal Business Office:

AXA Conseil Vie Assurance Mutuelle,
100-101 Terrasse Boieldieu
92042 Paris La Defense France

AXA Assurances I.A.R.D Mutuelle, and
AXA Assurances Vie Mutuelle,
21, rue de Chateaudun
75009 Paris France

AXA Courtage Assurance Mutuelle,
26, rue Louis le Grand
75002 Paris France

as a group (collectively, the 'Mutuelles AXA').

AXA
9 Place Vendome
75001 Paris France

AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104

(Please contact Patrick Meehan at (212) 314-5644 with any questions.)

Page 9 of 13 Pages
Item 2(c) Citizenship:
Mutuelles AXA and AXA - France
AXA Financial, Inc. - Delaware

Item 2(d) Title of Class of Securities:
COM

Item 2(e) CUSIP Number:
655844108

Item 3.   Type of Reporting Person:
AXA Financial, Inc. as a parent holding company,
in accordance with 240.13d-1 (b)(ii)(G).

The Mutuelles AXA, as a group, acting as a parent holding company.

AXA as a parent holding company.

Page 10 of 13 Pages
Item 4. Ownership as of October 31, 2000:
(a) Amount Beneficially Owned:

44,919,701 shares of common stock beneficially owned including:

No. of Shares
---------------------

The Mutuelles AXA, as a group                                           0
AXA                                                                     0
AXA Entity or Entities:

AXA Financial, Inc.                                                     0

Subsidiaries:

Alliance Capital Management L.P.
acquired solely for investment purposes on
behalf of client discretionary investment
advisory accounts:
Common Stock                                  44,899,288   44,899,288
----------
Donaldson, Lufkin & Jenrette Securities Corporation
held for investment purposes:
Common Stock                                         749          749 (1)
----------
The Equitable Life Assurance Society of the United States
acquired solely for investment purposes.
Common Stock                                       3,200        3,200
----------
DLJ Asset Management Group, Inc.
acquired solely for investment purposes on
behalf of client discretionary investment
advisory accounts:
Common Stock                                      16,464       16,464 (1)
----------  -----------
Total                                                      44,919,701
===========
(1) On November 3, 2000, AXA, AXA Financial, Inc. ("AXA Financial"), The
Equitable Life Assurance Society of the United States ("Equitable Life") and AXA
Participations Belgium (collectively, the "AXA Sellers") sold all of their
holdings of common stock of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") to Credit
Suisse Group ("CSG") and its designee Credit Suisse First Boston, Inc. pursuant
to a Stock Purchase Agreement among the AXA Sellers and CSG dated as of August
30, 2000.  Accordingly, AXA Financial, AXA, and the Mutuelles AXA (collectively,
the "AXA Filers") disclaim beneficial ownership only respect to those securities
reported in Item 4 of this Schedule 13G as beneficially owned by DLJ's
subsidiaries Donaldson, Lufkin & Jenrette Securities Corporation and/or DLJ
Asset Management Group, Inc.  Further, this report shall not be deemed an
admission that the AXA Filers are, as the date of this report, beneficial owners
of or reporting persons concerning such securities for purposes of Section 13 or
otherwise.

Each of the Mutuelles AXA, as a group, and AXA expressly declares that the
filing of this Schedule 13G shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13G).

Each of the above subsidiaries of AXA Financial, Inc. operates under independent
management and makes independent decisions.)

(b) Percent of Class:                                      11.7%
===========

Page 11 of 13 Pages

ITEM 4. Ownership as of 10/31/2000(CONT.)
(c) Deemed Voting Power and Disposition Power:

(i)         (ii)          (iii)        (iv)
Deemed        Deemed        Deemed       Deemed
to have       to have       to have      to have
Sole Power    Shared Power  Sole Power   Shared Power
to Vote       to Vote       to Dispose   to Dispose
or to         or to         or to        or to
Direct        Direct        Direct the   Direct the
the Vote      the Vote      Disposition  Disposition
------------  ------------  ------------ ------------

The Mutuelles AXA,
as a group                   0             0             0             0
AXA                              0             0             0             0
AXA Entity or Entities:
NONE

AXA Financial, Inc.              0             0             0             0

Subsidiaries:
------------
Alliance Capital
Management L.P.
23,794,547     5,325,689    44,899,288             0
Donaldson, Lufkin
& Jenrette
Securities
Corporation
0             0           500           249
The Equitable
Life Assurance
Society of the
United States
3,200             0         3,200             0
DLJ Asset
Management
Group, Inc.
13,500         1,164         2,964             0
------------  ------------  ------------  ------------
TOTAL    23,811,247     5,326,853    44,905,952           249
============  ============  ============  ============

Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment decisions.

Page 12 of 13 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
( )

Item 6. Ownership of More than Five Percent on behalf of Another Person.  N/A

Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company:

This Schedule 13G is being filed by AXA Financial, Inc.; AXA,
which beneficially owns a majority interest in AXA Financial, Inc.;
and the Mutuelles AXA, which as a group control AXA:

( )  in the Mutuelles AXAs' capacity, as a group, acting as a parent
holding company with respect to the holdings of the following
AXA entity or entities;

( )  in AXA's capacity as a parent holding company with respect
to the holdings of the following AXA entity or entities:

(X)  in AXA Financial, Inc.'s capacity as a parent holding company
with respect to the holdings of its following subsidiaries:

(X)  Alliance Capital Management L.P.
(13-3434400), an investment adviser registered under Section
203 of the Investment Advisers  Act of 1940.

(X)  Donaldson, Lufkin & Jenrette Securities Corporation  (1)
(13-2741729), a broker-dealer registered under Section 15 of
the Securities and Exchange Act of 1934 and an investment
adviser registered under Section 203 of the Investment
Advisers  Act of 1940.

(X)  The Equitable Life Assurance Society of the United States
(13-5570651), an insurance company, an investment adviser
registered under Section 203 of the Investment Advisers
Act of 1940.

(X)  DLJ Asset Management Group, Inc. (1)
(13-2774791), an investment adviser registered under Section
203 of the Investment Advisers  Act of 1940.

(1) On November 3, 2000, AXA, AXA Financial, Inc. ("AXA Financial"), The
Equitable Life Assurance Society of the United States ("Equitable Life") and AXA
Participations Belgium (collectively, the "AXA Sellers") sold all of their
holdings of common stock of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") to Credit
Suisse Group ("CSG") and its designee Credit Suisse First Boston, Inc. pursuant
to a Stock Purchase Agreement among the AXA Sellers and CSG dated as of August
30, 2000.  Accordingly, AXA Financial, AXA, and the Mutuelles AXA (collectively,
the "AXA Filers") disclaim beneficial ownership only respect to those securities
reported in Item 4 of this Schedule 13G as beneficially owned by DLJ's
subsidiaries Donaldson, Lufkin & Jenrette Securities Corporation and/or DLJ
Asset Management Group, Inc.  Further, this report shall not be deemed an
admission that the AXA Filers are, as the date of this report, beneficial owners
of or reporting persons concerning such securities for purposes of Section 13 or
otherwise.

Page 13 of 13 Pages

Item 8. Identification and Classification of Members of the Group.      N/A

Item 9.  Notice of Dissolution of Group:                                N/A

Item 10. Certification:

By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.

Signature

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

Date: November 13, 2000                   AXA FINANCIAL, INC.*

Alvin H. Fenichel
Senior Vice President
and Controller

*Pursuant to the Joint Filing Agreement with respect to Schedule 13G
attached hereto as Exhibit I, among AXA Financial, Inc., AXA Conseil Vie
Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie
Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement
Schedule 13G is filed on behalf of each of them.

EXHIBIT I

JOINT FILING AGREEMENT
----------------------

Each of the undersigned hereby agrees that the Schedule 13G filed
herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934, as amended on behalf of each of them.

Dated: November 13, 2000

AXA Financial, Inc.

BY: /s/ Alvin H. Fenichel
-----------------------------------------
Alvin H. Fenichel
Senior Vice President and Controller

AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; AXA
Conseil Vie Assurance Mutuelle; AXA Courtage Assurance Mutuelle, as a
group, and AXA

Signed on behalf of each of the above entities

BY: /s/ Alvin H. Fenichel
-----------------------------------------
Alvin H. Fenichel
Attorney-in-Fact
(Executed pursuant to Powers of Attorney)