SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						December 8, 2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. Henry C. Wolf
Vice Chairman and Chief Financial Officer
3 Commercial Place
Norfolk, Virginia 23510-2191

Re:	Norfolk Southern Corporation
	Form 10-K for the year ended December 31, 2004
	Forms 10-QSB for the periods ended June 30, 2005, March 31,
2005
and
      September 30, 2005
	Commission file #: 001-08339

Dear Mr. Wolf:

We have reviewed your November 18, 2005 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
Also, please file an amended Form 10-K in response to our request
for
expanded or revised disclosure.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision
is unnecessary.  We also ask you to provide us with supplemental
information so we may better understand your disclosure.  Please
be as
detailed as necessary in your explanation.  We look forward to
working
with you in these respects and welcome any questions you may have
about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended December 31, 2004

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies

- Revenue Recognition

1. We note from your response to our prior comment 3 that you
estimate
the amount of refunds based on historical activity with the
customer,
current traffic counts and the expectations of future activity.
Further you note that you monitor the accruals, which are highly
predictive, monthly, and the accruals have never been materially
different from the subsequent payments.  In future filings, please
consider including disclosure of this information in the critical
accounting policies section of your MD&A and the notes to the
financial statements.

Note 2. Investment in Conrail and Operations Over Its Lines

- Conrail Corporate Reorganization

2. With regards to your responses to our prior comment 5, we
believe
that your disclosure of the Conrail Corporate Reorganization in
the
notes to the financial statements should include more of the
information included in your response to our comment.
Specifically,
in future filings, please disclose the nature of the line item
"extinguishment of amounts due to PRR" and the reason why the
amount
is included in the table calculating the gain on the
reorganization in
a note relatively proximate to the table on page K50.  Also,
disclose
in Note 2 that debt with a principal balance of $452 million and a
fair value of $595 million was issued in exchange for Conrails
debt as
part of the reorganization.  Additionally, disclose a summarized
version of your analysis as to why it was appropriate to recognize
a
gain on the reorganization.

3. We note from your response to our prior comment number 5, in
which
we requested that you provide pro forma financial information
giving
effect to the Conrail reorganization, that you will add disclosure
stating "Had the transaction been consummated before the periods
presented, there would have been no change in revenues and no
significant change to net income". Please tell us the impact that
the
reorganization transaction would have had on your income from
continuing operations and net income for both 2004 and 2003 had
the
transaction occurred at the beginning of each of these periods.
Note
that if the pro forma impact for either of these periods is
material,
we continue to believe pro forma information for each of these
periods
should be provided in accordance with paragraphs 54 and 55 of SFAS
No.141.

- Investment in Conrail

4. We note from your response to our prior comment 6 that as of
December 31, 2004, NS` interest in Conrail did not satisfy the
significance test outlined in Rule 3-09 and that you do not
believe
that the fact the significance test was satisfied in 2003 is
relevant
in determining whether Conrail financial statements should be
filed.
Your conclusions regarding this matter are not correct.  Please
note
that under Rule 3-09, financial statements of an unconsolidated
subsidiary or equity investee are required when the conditions in
Rule
3-09(a) are satisfied for any of the annual periods presented in
the
Company`s audited financial statements.  Therefore, we continue to
believe that you should amend your annual report on Form 10-K to
include the financial statements of Conrail for the same annual
audited periods as the financial statements presented in the
Company`s
Form 10-K.  Also, please include audited financial statements of
Conrail for periods in which either the first or third condition
set
forth in Rule 1-02(w) of Regulation S-X is met.

5. We note from your response to our prior comment 8 that because
the
reorganization transaction had no significant effect on NS`
results of
operations, apart from the gain recognized, you do not believe it
is
necessary to disclose the amount of each component of "Conrail
rents
and services" for each period presented in the statements of
operations.  However, we believe that based on paragraph 2(c) of
SFAS
No. 57 and your affiliate relationship with Conrail, you are
required
to disclose the dollar amounts of the transactions for each of the
periods for which income statements are presented.  Please note
that
as long as your financial statements include periods in which you
accounted for your investment using equity accounting, we continue
to
believe these disclosures should be provided.

Note 3. Other Income - Net

6. We note that the gains and losses from the sale of properties
and
investments relate primarily to the sales of land which is not
used in
railroad operations.  In future filings, please disclose the
nature of
these sales and a statement as to why they are considered non-
operating items.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
??

??

??

??

Mr. Henry C. Wolf
Norfolk Southern Corporation
December 8, 2005
Page 1

</TEXT>
</DOCUMENT>