FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed ByByRomeo ~~Romeo~~and & Dye'ssSection ~~Instant~~16 ~~Form 4~~ Filerwww.section16.net

1. Name and Address of Reporting Person* Wolf, Henry C.	2. Issuer Name and Ticker or Trading Symbol Norfolk Southern Corporation (NSC)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman and Chief Financial Officer
1. Name and Address of Reporting Person* O'Brien, Jane Margaret	2. Issuer Name and Ticker or Trading Symbol Norfolk Southern Corporation (NSC)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
(Last) (First) (Middle) Three Commercial Place	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 01/03/2003
(Last) (First) (Middle) St. Mary's College of Maryland 18952 E. Fisher Road	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year February 3, 2003
(Street) Norfolk,, VA 23510-2191		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(Street) St. Mary's City, MD 20686		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	~~01/03/03~~		G		~~446~~	D		~~106~~3,~~964(1)~~000	D

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 4(b)(v).

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 control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Stock Units (Deferred)

02/03/03

A(1)

4,000(1)

Common Stock

4,000

(1)

21,937.2395

Explanation of Responses: (1) ~~Includes~~Reports ~~12,007 shares,~~ the ~~approximate~~ number of ~~whole~~Deferred ~~shares of Common~~ Stock ~~estimated--on~~Units, ~~the~~exempt ~~basis~~under ofSection ~~the~~16b(3), ~~unit~~granted ~~accounting~~and ~~system~~credited ~~used~~to by the ~~Plan~~account ~~Administrator--as~~ of ~~January 2, 2003,~~ the ~~last~~reporting ~~date~~person on ~~which~~February a3, ~~formal statement was available~~2003, tounder ~~have~~the ~~been~~terms ~~credited~~of to the ~~reporting~~Outside ~~person~~Directors's ~~account~~Deferred inStock ~~the~~Unit ~~Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan~~Program. InThese ~~accordance~~Units ~~with~~ultimately ~~TIP's~~will ~~terms~~be ~~applicable~~satisfied toin ~~all participants~~cash, ~~acquisitions~~not ~~were~~in ~~made~~shares atof ~~various~~common ~~times and at various prices~~stock.

By: /s/ D. M. Martin via Power of Attorney for ~~Henry~~Jane C.Margaret ~~Wolf~~O'Brien **Signature of Reporting Person ~~January~~02/03/03 ~~3, 2003~~ Date

**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.

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