Sec Form 4 Filing - RENKEN STEPHEN P @ NORFOLK SOUTHERN CORP - 2004-01-01

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 RENKEN STEPHEN P 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 X __ Officer (give title below) _____ Other (specify below) Former V.P. - Chief Info. Off. (Last) (First) (Middle) 99 SPRING STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2004 (Street) ATLANTA, GA30303 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 18,350 D( 1 ) Common Stock 140 I( 2 ) Wife, Diane B. Renken

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 ) 01/02/2004( 3 ) D 3,705.2938( 3 ) 01/02/2004 01/02/2004 Common Stock 3,705.2938( 3 ) ( 3 ) 0 D Restricted Stock Units ( 4 ) 01/02/2004( 4 ) D 8,000( 4 ) 01/02/2004 01/02/2004 Common Stock 8,000( 4 ) ( 4 ) 0 D Options ( 5 ) ( 5 ) ( 5 ) Common Stock ( 5 ) 210,000( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RENKEN STEPHEN P 99 SPRING STREET ATLANTA, GA30303 Former V.P. - Chief Info. Off. Signatures D. M. Martin, via P.O.A. for Stephen P. Renken 01/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person retired effective January 1, 2004. 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. ( 2 )Held by wife, Diane B. Renken. The inclusion of these shares in this report shall not be construed as an admission the reporting person is the beneficial owner of these shares. ( 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 January 2, 2003 ($23.785 per share). ( 4 )Reports cash payment to the reporting person to satisfy Restricted Stock Units, exempt under rule 16b-3, granted and cretited 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 January 2, 2004 ($23.785 per share). ( 5 )Reports shares beneficially owned by the reporting person as of January 1, 2004, the date the reporting person retired. Includes options to purchase 210,000 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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