SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):

June 29, 2005 (June 28, 2005)

________________________________

 

NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)

Virginia

1-8339

52-1188014

(State or other jurisdiction

(Commission

(IRS Employer

Of incorporation)

File Number)

Identification No.)

Three Commercial Place
Norfolk, Virginia  23510-9241

(Address of principal executive offices) 

(757) 629-2680
(Registrant's telephone number, including area code)

No Change
(Former name or former address, if changed since last report)



Item 7.01       Regulation FD
Item 8.01       Other Events

                    On June 28, 2005, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing that its settlement agreement with Carolina Power & Light Company has been finalized.  As reported in a press release issued on June 24, 2005, the settlement agreement resolves the rail transportation rate case pending before the Surface Transportation Board. 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 SIGNATURES

                                                                        NORFOLK SOUTHERN CORPORATION
                                                                        (Registrant)

                                                                             /s/ Joseph C. Dimino


                                                                       _________________________________
                                                                       Name:  Joseph C. Dimino
                                                                       Title:     Vice President and Corporate Counsel

Date:  June 29, 2005

EXHIBIT INDEX

Exhibit
Number          Description

99                    Press Release issued by the Registrant on June 28, 2005.