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November 18, 2005

Ms. Linda Cvrkel

Branch Chief

Division of
Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington
, DC
20549

RE:
       Norfolk
Southern Corporation

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

 Form
10-Q for the periods ended March 31, 2005
, June 30, 2005
,

     and September 30, 2005

 Commission
File No. 001-08339

Dear Ms. Cvrkel:

We respectfully
submit the following responses to the comments in your letter to Henry
C. Wolf
dated November 4, 2005 (which have been reproduced here in italics).

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

Item
1.
  Business, page K3

1.

We note your disclosure on page K6 that
in 2004 your railroads were found by the STB not to be
“revenue adequate” and
that the determination does not adversely impact your liquidity or
capital
resources.
  Please tell us and disclose
in future filings the nature of any negative financial statement
impacts this
finding has (or will have in the future) on the Company, such as
penalties,
fines, etc.

The Surface Transportation Board
(STB) makes a determination
each year as to whether each Class I railroad is “revenue
adequate,” i.e., whether
its return on net
investment exceeds the rail industry’s composite cost of
capital.
  This annual determination is mandated by
statute (49 U.S.C. § 10704(a)(3)) as part of the
STB’s duty to assist
carriers in attaining revenue adequacy.

A finding that a railroad is not revenue adequate has no negative
financial
statement impact for a particular carrier and does not carry any threat
of
penalties or fines.

The relevance of a finding of revenue adequacy for a
particular carrier is that if that railroad over time earns an average
return
on investment equal or greater to its cost of capital, its rates may be
subject
to challenge under the revenue adequacy constraint of the
STB’s regulations
governing large rate cases.
  See Ex
Parte No. 347 (Sub-No. 1), Coal Rate Guidelines, Nationwide,
1 I.C.C.2d
520 (decided August 8, 1985
).
  Rail rates are regulated by the STB under its
guidelines based on Constrained Market Pricing Theory.
  There are four constraints under these
guidelines – stand-alone costs, management inefficiencies,
revenue adequacy and
phasing.
  The stand-alone cost constraint
is the one most frequently used.
  Thus
far, no customer has ever invoked the “revenue
adequacy” constraint in any rate
case before the STB, and the STB has never stated the number of years
for which
a finding of revenue adequacy would be required in order to impose any
rate
making constraints on a particular carrier.

Based on these facts, we believe our existing disclosures are
adequate.
  However, if NS is determined
to be “revenue adequate” in the future for an
extended period of time, we would
include appropriate disclosure in the risk factor section of the
MD&A at
that time.

Notes to the Financial Statements

Note 1.

Summary of Significant Accounting Policies

- Description of Business

2.

We note your disclosure that ultimate
points of origination or destination for some of the freight are
outside the
United States

.
  In future filings, to the extent that total
revenues from external customers attributed to all foreign countries
from which
the enterprise derives revenues are material, please disclose the
amount in the
notes to the financial statements in future filings.
  See paragraph 38(a) of SFAS 131.

As you have noted, the ultimate points of origination or
destination for some of the freight carried by NS are outside the
United States
.

Paragraph 38(a) of SFAS 131 requires an enterprise to report
“revenues
from external customers (1) attributed to the enterprise’s
country of domicile
and (2) attributed to all foreign countries in total from which the
enterprise
derives revenues.”
  Most of our customers
are domestic.
  However, some of those customers
either originally have imported or eventually will export the freight
we have
moved for them.
  In some cases, it is
evident from the name of the commodity, such as international
intermodal
containers or export coal.
  In other
cases, it is not evident.
  Thus, even
though most of our customers are domestic, our disclosure recognizes
that some
of the products we transport for our customers may have been imported
or may be
bound for export.
  In order to further
clarify this in future filings, we propose to include the following
(additional
text is underlined):

Although
most of NS’ customers are
domestic, ultimate points of origination or destination for
some of the products
transported (particularly coal bound for export and some
intermodal
containers) may be outside of the United States
.

-
Revenue Recognition

3.

We note your disclosure that refunds
are recorded as a reduction to revenues based on management’s
best estimate of
projected liability.
  Please explain to
us the nature of the transactions that are subject to refunds and tell
us how
your revenue recognition policy for recording revenues that are subject
to
refund is consistent with SAB 101.

Include in your response your method for developing reasonable and
reliable estimates of the amount of refunds.

See Question 7 of SAB 101.

NS records refunds as a reduction to
revenue based on
management’s best estimate of projected liability.
  NS has certain contracts with customers which
provide for a refund typically at the end of the contractual period,
which is usually
one year.
  These refunds are not similar
to the refundable membership fees addressed in SAB 101 Question 7.
  Rather, these refunds are volume-based
discounts and are a small percentage of the bill.
  As an example, NS may enter into a contract
with a customer to move freight for $1,000 per carload with the
provision that
if the customer moves more than 2,000 carloads, they will receive a $50
refund
on all carloads, resulting in a per carload rate of $950.
  Thus, in this example, if NS estimates that
this customer will ship more than 2,000 carloads, NS would record
revenue at
the rate of $950 per carload and establish a contract refund liability.
  NS estimates the amount of such refunds based
on historical activity with the customer, current traffic counts and
the
expectations of future activity.
  NS
maintains a contract refund liability and records the monthly estimate
as a
reduction of revenue during the course of the contract.
  These accruals are monitored monthly, are
highly predictive, and the accruals have never been materially
different from
the subsequent payments.

4.

We note the disclosure in Note 1 indicating that
transportation revenues are recognized proportionally as a shipment
moves from
origin to destination.
  Please tell us
and clarify in your accounting policy disclosures in future filings,
how your
related transportation expenses are recognized as expense.
  Your response should clearly indicate how
your expense recognition policy complies with the guidance outlined in
EITF 91-9.

As you have noted,
transportation revenue is recognized proportionally as a shipment moves
from
origin to destination.
  The amount of
unrecognized revenue is very small as NS’ average transit
time is less than 5
days.
  Related expenses primarily consist
of payroll, depreciation and diesel fuel, which must be recognized as
incurred.
  Thus, our policy complies with
method (5) as presented in EITF 91-9, which is “the
allocation of revenue
between reporting periods based on relative transit time in each
reporting
period with expenses recognized as incurred.”

Given the nature of our transportation expenses, we believe that there
is no alternative to recognizing them when incurred.
  Nonetheless, to clarify we will include the following
language in the Note 1 disclosure in future filings (additional text is
underlined):

Transportation revenue is recognized proportionally as a shipment moves
from origin to destination and related expenses are
recognized as incurred.

Note 2.

Investment in Conrail and Operations Over Its Lines

- Conrail Corporate Reorganization

5.

We note the disclosure in Note 2
indicating that in connection with the Conrail Corporate
Reorganization, the
Company obtained direct ownership and control of Conrail’s
former subsidiary
Pennsylvania

Lines LLC (PRR) and terminated its operating and lease agreements with
PRR.
  We also note that in connection
with this reorganization transaction, the Company became obligated on
new debt
securities which were issued in exchange for the unsecured public
debentures of
Conrail, and that as a result of this transaction, the
Company’s investment in
Conrail no longer includes amounts related to PRR and NYC, indicating
that the
Company also relinquished any ownership which it previously held in New
York
Central Lines, LLC.
  Additionally, we
note that the Company accounted for this transaction at fair value and
recognized a gain of $53 million.

With regards to this
reorganization transaction, please address the following matters in
your
response and in your revised disclosures:

*
Please explain how the Company determined the
carrying value of the portion of its “investment in
Conrail” of $5,515 which
was attributable to the assets or interests relinquished or exchanged
in this
transaction.

NS has applied the equity method of
accounting to its
investment in Conrail since Conrail was acquired in 1997.
  The company allocated its purchase price to
the underlying assets and liabilities of Conrail using the principles
of
purchase accounting as disclosed in Note 2 in our 1997 and subsequent
financial
statements.
  As a part of this original
transaction, Conrail formed the two wholly owned subsidiaries (PRR and
NYC)
that ultimately were distributed to its owners in 2004 through the
Conrail corporate
reorganization discussed in Note 2 to our 2004 financial statements.
  Underlying our investment in Conrail, the
purchase accounting performed at the acquisition included allocation of
the
purchase price to the assets and liabilities of those subsidiaries.
  As a result, NS’ investment in Conrail was support
ed
by detail specific to PRR and NYC.
  This
was maintained and rolled forward, which gave the company the support
ing
detail for those components (its interests in both PRR and NYC) at the
time of
the 2004 reorganization.

We believe that our discussion of the
reorganization
transaction discloses the components that are being removed from the
investment
in Conrail.
  Nonetheless, in order to
make this clearer, we propose supplementing in future filings the Note
2
paragraph below the table summarizing the effect of the transaction as
follows
(additional text is underlined):

The
amounts shown above for the net
assets received reflect the fair value of such assets.
  Properties have been valued based on information
received from an independent valuation consultant.
  Debt has been recorded at fair value based on
interest rates at the time of the reorganization.
  The reduction to NS’ investment in
Conrail
represents the removal of amounts related to NS’ equity
interests in PRR and
NYC as well as amounts related to the Conrail debt that was exchanged
or
effectively assumed by the leases and subleases entered into to
support
those obligations.

*  Please clarify the amount of debt
on which
the Company became the direct obligor as a result of the reorganization
transaction.
  We are

unclear as to why
long-term debt on the Company’s balance sheet increased by
$734 million as a
result of the transaction as the table on page K50 indicates if the
Company
issued debt for only 58% of Conrail’s unsecured public
debentures of $800
million (i.e., approximately $464 million) as the disclosure on page
K49
indicates.
   Also, we note from the
disclosure on page K49 that Conrail’s secured debt and lease
obligations
remained obligations of Conrail so we are unclear as to why they would
be
reflected in the Company’s financial statements as a result
of the
reorganization transaction.
  Please
explain why capitalized leases as disclosed in Note 8 on page K58
includes
$135 million related to the fair value of equipment sublease
obligations
for equipment that remain secured debt and lease obligations of
Conrail.

As you point out, our disclosure on
page K49 indicates that
NS issued approximately $452 million principal amount of debt
as a result
of the transaction (representing 58% of the
$779 million tendered and
accepted for exchange out of the total issue of $800 million).
  Further in that disclosure, below the table
that includes the $734 million amount for debt, we state:
“Debt has been recorded at fair value based on
interest rates at the time of the reorganization.”
  Note 8 on page K58 states: “Pursuant to the
Conrail Corporate Reorganization, NSR issued unsecured public
debentures with a
total principal of $452 million and a fair value of $595
million that
mature in 2020 and 2043 (see Note 2).”

Thus, $143 million of the $282 million difference between the $452
million principal

amount of the debentures and the $734 million of debt is a
result of recording the debentures at fair value.
  The remaining $139 million difference is
attributable to debt recorded on NS’ books that resulted from
the lease and
sublease obligations you noted on page K58.

The disclosures related to those
leases follow the page K49
disclosure you cited and state that the Conrail secured debt and lease
obligations “are support
ed by leases and
subleases which are the direct lease and sublease
obligations of NSR or
CSXT.”
  To the extent that the
obligations of NSR met the criteria of a capital lease, these are in
our debt.
  Thus, the $135 million at December 31,
2004
, disclosed in
Note 8 on page K58, represents our capital lease
obligations to
Conrail that support its secured debt and
lease obligations.

We feel these disclosures clearly
describe all of the
components of the debt increase.

However, your comments have highlighted to us that this information is
in two separate notes.
  Therefore, we
propose cross referencing these disclosures in future filings in the
Note 2
paragraph as follows (additional text is underlined):

Conrail’s
secured debt and
lease obligations remain obligations of Conrail and are support
ed
by leases and subleases which are the direct lease and sublease
obligations of
NSR and CSXT.
  Substantially all of these
NSR obligations are capital leases and accordingly are a component of
NS’
capital lease obligations (see Note 8).

*
Please indicate the nature of the items
comprising the line item “extinguishment of amounts due to
PRR” of $870 million
reflected in the table on page K50 reflecting the calculation of the
$53
million gain.
  As part of your response
and your revised disclosures, please explain why it is appropriate to
consider
these amounts in the determination of the gain or loss on the
transaction.

These amounts were not part of the
gain calculation.
  Rather, the payable on NS’ books was
eliminated by the receivable on PRR’s books in the
consolidation.
  As disclosed in the Related-Party
Transactions section of Note 2, specifically the first paragraph on
page
K51:
  “Prior to the Conrail Corporate
Reorganization, a significant portion of the payments made to PRR was
borrowed
back from a subsidiary of PRR under a note due in 2032.
  Amounts outstanding under this note comprised
the long-term balance of ‘Due to Conrail,’ and this
note was effectively
extinguished by the reorganization.”
  The
payments made to PRR were the amounts due to PRR under the operating
and lease
agreements in place prior to the reorganization as described elsewhere
in Note
2.
  Thus, one of the PRR assets received
in the reorganization was that note.
  The
receipt in the spin-off of the PRR stock and its subsequent merger into
NSR
caused this extinguishment.
  We feel that
the aforementioned disclosure adequately conveys this point.

*  Explain why you believe ga