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  December 20, 2005

[Letterhead]

December 20, 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
received your letter to Henry C. Wolf dated December 8, 2005 concerning
our   response to your comment letter dated November 4, 2005 .
  Where you recommended expanded disclosures, we will do so in
our 2005 annual report on Form 10‑K.   Where you requested
additional information regarding the Conrail impact (Comment 3), it is
provided below.   Additionally, we are providing a more
detailed explanation of our rationale for discontinuing the inclusion
of Conrail financial statements (Comment 4) and would like the
opportunity to discuss this with you or Ms. Erlanger.
  We carefully considered this change before we decided that
we did not need to file the Conrail financial statements and would
appreciate the opportunity to present our case before being required to
amend our 2004 Form 10-K.

Additional information requested in
Comment 3 (that portion reproduced here in italics):

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.

The
impact that the transaction would have had on our income from
continuing operations and net income for each of the periods is $1
million (or 0.1%) in 2004 and $3 million (or 0.7%) in
2003.   We believe these amounts are not material.

Following
is a more detailed explanation of our rationale for no longer including
Conrail financial statements with our Form 10-K.   Comment 4
states:

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.

We
continue to believe that inclusion of Conrail financial statements as
an exhibit to our 10-K after the Conrail corporate reorganization is
not required in the context of our transaction.   As a
backdrop to our discussion, the following table highlights the dramatic
change in the magnitude of the investment as shown in the Rule 3-09
significant subsidiary test ($ in millions):

      2002

      2003

      2004

      Investment
in Conrail (there being no advances to Conrail)

      $    6,178

      $    6,259

      $
      805

      Total assets of NS

      $ 19,956

      $ 20,596

      $ 24,750

      Percent

        31%

        30%

        3%

      Equity in
Conrail income from continuing operations before income taxes and
cumulative effect of change in accounting principle

      $    65

      $    86

      $
      14

      NS income
from continuing operations before income taxes and cumulative effect of
change in accounting principle

      $ 706

      $ 586

      $ 1,302

      Percent

        9%

        15%

        1%

The
Conrail reorganization was such a significant change in the entity that
it is more analogous to a disposition of an investment than to a
fluctuation in ownership of the same entity.   Indeed, we
considered the PRR assets to be an acquired business as demonstrated by
our November 2004 filing on Form 8-K/A of the PRR audited financial
statements as required by Rule 3‑ 05( a)(1)( i ) of Regulation S-X:
  "Consummation of a business combination accounted for as a
purchase…(for purposes of this rule, the term purchase
encompasses the purchase of an interest in a business accounted for by
the equity method)".   It follows that if we acquired a
business as a result of the transaction, then Conrail disposed of a
business and is therefore not the same entity.   The
reorganization was a disposal of a substantial portion (about 87%) of
our investment in Conrail in exchange for the PRR business.
In evaluating the significant subsidiary test, we concluded that our
transaction was most similar to a disposal of an investment and
therefore would receive the same treatment.   If a company
disposes of an investment that had met the significant subsidiary test,
we believe that application of Rule 3-09 would not call for the
inclusion of financial statements covering periods ending after the
date of disposal.   In fact, it might not be possible to
obtain those financial statements from the former investee .
Therefore, future Form 10-Ks would not include those subsequent
financial statements.

As
I mentioned earlier, we attempted to thoughtfully apply not only the
letter, but the spirit of Rule 3-09 in our original decision not to
include Conrail financial statements with our 2004 Form 10-K.
  Our 10-K footnotes already include Conrail's summarized
financial statements.   We do not feel that inclusion of
detailed financial statements and footnotes for this entity, which is
1% of our income, would be relevant to the readers of our financial
statements.   If your schedule permits, I would like to
discuss this with you or Ms. Erlanger.   I currently plan to
be out of the office from December 26 through January 2;
however, I can make arrangements to come into the office during that
time to accommodate any time that fits your schedule.   Please
call me at your convenience at (757) 629-2765.

Sincerely,

/s/ Marta R. Stewart

Marta R. Stewart

cy :
  David R. Goode, Chairman

 Jane Margaret O'Brien, chair, Audit Committee

 Charles W. Moorman, President and CEO

 Henry C. Wolf, Vice Chairman and CFO