SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Act of 1934

Date of Report (Date of earliest event reported):

July 24, 2002 

NORFOLK SOUTHERN CORPORATION
(exact name of registrant as specified in its charter)

Virginia                1-8339          52-1188014    
(State or other jurisdiction    (Commission     (IRS Employer
of incorporation)         File Number)  Identification No.)

Three Commercial Place, Norfolk, Virginia  23510-9241
(Address of principal executive offices)

Registrant's telephone number, including area code (757) 629-2680

No Change
(Former name or former address, if changed since last report.)

Item 5.                 Other Events.

On Tuesday, July 23, 2002, the Registrant issued a Press Release,
attached hereto as an exhibit, declaring a quarterly dividend of 7 
cents per share on its common stock, payable on September 10, 2002 
to stockholders of record on August 2, 2002.

Item 7.(c)      Financial Statements and Exhibits.

Exhibit No.             Exhibit Description

99                   Press Release, issued by the Registrant on Tuesday,
July 23, 2002, declaring a quarterly dividend of 7
cents per share on its common stock, payable on 
September 10, 2002 to stockholders of record on 
August 2, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

NORFOLK SOUTHERN CORPORATION
(Registrant)

_____________________________
Name:  Dezora M. Martin
Title:  Corporate Secretary

Date:  July 24, 2002

EXHIBIT INDEX

Exhibit
Number 
System                       Description

99                  Press Release, issued by the Registrant on
Tuesday, July 23, 2002, declaring a quarterly
dividend of 7 cents per share on its common 
stock, payable on September 10, 2002 to 
stockholders of record on August 2, 2002.

2

FOR IMMEDIATE RELEASE
July 23, 2002

NORFOLK SOUTHERN INCREASES QUARTERLY DIVIDEND

NORFOLK, VA - Norfolk Southern Corporation (NYSE: NSC) 
today announced an increase in the quarterly dividend to 7 cents 
per share on its common stock, payable on September 10 to 
stockholders of record on August 2. 

# # #

Media Contact: Bob Fort, Norfolk, 757-629-2710
Investor Contact: Leanne McGruder, Norfolk, 757-629-2861