SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STEWART MARTA R

(Last)

(First)

(Middle)

THREE COMMERCIAL PLACE

(Street)

NORFOLK

23510-2191

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2003

3. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. and Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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⁾	6,477⁽²⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (granted 1994)⁽³⁾	01/31/1995	01/30/2004	Common Stock	6,000	$24.3125	D
Option (granted 1996)⁽³⁾	01/29/1997	01/28/2006	Common Stock	6,000	$26.0208	D
Option (granted 1997)⁽³⁾	02/03/1998	02/02/2007	Common Stock	6,000	$29.4583	D
Option (granted 1998)⁽³⁾	02/02/1999	02/01/2008	Common Stock	10,000	$32.1563	D
Option (granted 1999)⁽³⁾	02/01/2000	01/31/2009	Common Stock	15,000	$27.6875	D
Option (granted 2000)⁽³⁾	01/31/2001	01/30/2010	Common Stock	20,000	$16.9375	D
Option (granted 2001)⁽³⁾	01/29/2002	01/28/2011	Common Stock	20,000	$15.475	D
Option (granted 2002)⁽³⁾	01/28/2003	01/27/2012	Common Stock	20,000	$22.49	D
Option (granted 2003)⁽³⁾	02/03/2004	02/02/2013	Common Stock	20,000	$19.625	D
Stock Units (Deferred)⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	3,562.6898⁽⁴⁾	⁽⁴⁾	D

Explanation of Responses:

1. At its meeting on November 25, 2003, the Corporation's Board of Directors elected the reporting person to her current position and designated her an "Executive Officer" for purposes of Section 16, effective December 1, 2003. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of her designation.

2. Includes 4,947 shares, 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 December 1, 2003, 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 Incentive 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, 2003) 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.

Remarks:

	D. M. Martin via P.O.A. for M. R. Stewart	12/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.