Sec Form 4 Filing - FOX JOHN W JR @ NORFOLK SOUTHERN CORP - 2003-12-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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

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1. Name and Address of Reporting Person FOX JOHN W JR 2. Issuer Name and Ticker or Trading Symbol NORFOLK SOUTHERN CORP [ NSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Sr. V.P.-Coal Services (Last) (First) (Middle) 5025 FOX RIDGE ROAD, S.W. 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2003 (Street) ROANOKE, VA24014-4916 4. If Amendment, Date Original Filed (MM/DD/YY) 6. 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 49,420( 1 ) D( 2 )

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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Units (Deferred) ( 3 ) 12/01/2003( 3 ) D 8,907.2144( 3 ) 12/01/2003 12/01/2003 Common Stock 8,907.2144( 3 ) ( 3 ) 0 D Restricted Stock Units ( 4 ) 12/01/2003( 4 ) D 8,000( 4 ) 12/01/2003 12/01/2003 Common Stock 8,000( 4 ) ( 4 ) 0 D Options ( 5 ) ( 5 ) ( 5 ) Common Stock ( 5 ) 330,000( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FOX JOHN W JR 5025 FOX RIDGE ROAD, S.W. ROANOKE, VA24014-4916 Former Sr. V.P.-Coal Services Signatures D. M. Martin, via P.O.A. for John W. Fox, Jr. 12/03/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reports shares beneficially owned as of December 1, 2003, the date the reporting person retired. Includes 10,982 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. ( 2 )The reporting person retired effective December 1, 2003. He had no non-exempt transaction in the six months prior to his retirement date and has no obligation hereafter to file Form 4. He no longer is subject to the "profit"-recovery provisions of Section 16 of the Securities Exchange Act. ( 3 )Reports cash payment to the reporting person of deferred stock units under the Long-Term Incentive Plan (a Rule 16b-3 plan) based on the Fair Market Value of the Common Stock on December 1, 2003 ($21.655 per share). ( 4 )Reports cash payment to the reporting person to satisfy Restricted Stock Units, exempt under Rule 16b-3, granted and credited to the account of the reporting person under the terms of the Norfolk Southern Corporation Restricted Stock Unit Plan. Settlement of the Units is based on the Fair Market Value of the Common Stock on December 1, 2003 ($21.655 per share). ( 5 )Reports shares beneficially owned by the reporting person as of December 1, 2003, the date the reporting person retired. Includes options to purchase 330,000 shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a Rule 16b-3 plan) granted at various times and at various exercise prices, as previously reported.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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