UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event
reported): 

March 24, 2009 (March 24, 2009)

________________________________




NORFOLK SOUTHERN
CORPORATION

(Exact name of registrant as specified in its charter)

________________________________
 






 
  
  
Virginia
  
  
  
1-8339
  
  
  
52-1188014
  
 
 
  
  
(State or Other Jurisdiction 

  of Incorporation)
  
  
  
(Commission File Number)
  
  
  
(IRS Employer

  Identification Number)
  
 
 
  

  
  

  
  

  
 
 
  
  
 
	

	Three Commercial Place
  
  

  


  
  
  
 
	

	(757) 629-2680
  
 
 
  
  
Norfolk, Virginia  
  
23510-9241
  
  

  
  
  
(Registrant's telephone number,
  including area code)
  
 
 
  
  
(Address of principal executive
  offices)
  
  

  
  

  
 




No Change

(Former name or former address, if changed since last report)

Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

[
]    Written communications pursuant to Rule 425 under the
Securities Act  (17 CFR  230.425)

[
]    Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[
]    Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act

        (17 CFR 240.14d-2(b))

[
]    Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act

        (17 CFR 240.13e-4(c)) 

Item 5.02.       Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

            On
March 24, 2009, Stephen C. Tobias, Vice Chairman and Chief Operating Officer of
Norfolk Southern Corporation, announced his retirement effective March 31, 2009. 
Mark D. Manion, currently Executive Vice President Operations, will become Executive
Vice President and Chief Operating Officer effective April 1, 2009.  Norfolk
Southern issued a Press Release announcing this action on March 24, 2009, a
copy of which is attached hereto as Exhibit 99.1.

            Mr. Manion, 56, has been employed by
Norfolk Southern since 1975 and he has served in his present position since
October 1, 2004.  Prior thereto, he served as Senior Vice President -
Transportation Operations from December 1, 2003 to October 1, 2004 and before
that served as Vice President - Transportation Services and Mechanical.

            Also
effective April 1, 2009, Marta R. Stewart, currently Norfolk Southern's Vice President
and Controller, will become Vice President and Treasurer, replacing William J.
Romig who will retire effective March 31, 2009.  C.H. "Jake" Allison,
Jr., currently
Assistant Vice President Corporate Accounting, will become Vice President and Controller
effective April 1, 2009.  

            Mr. Allison,
45, has been employed by Norfolk Southern since 1993 and has served as Assistant
Vice President Corporate Accounting since February 2008.  Prior thereto he
served as Assistant Vice President Accounting Operations from July 2006 to February 
2008 and Assistant Vice President Strategic Sourcing from November 2001 to July
2006.  Norfolk Southern issued a Press Release announcing this action on March 24,
2009, a copy of which is attached hereto as Exhibit 99.2.

            Norfolk Southern confirms, as required by
regulations under the Securities Exchange Act of 1934, that (1) there is no family
relationship between either Mr. Manion or Mr. Allison and any director or
executive officer of Norfolk Southern, (2) there was no arrangement or
understanding between either Mr. Manion or Mr. Allison and any other person
pursuant to which he was elected to his position with Norfolk Southern, and (3)
there is no transaction between either Mr. Manion or Mr. Allison and Norfolk
Southern that would require disclosure under Item 404(a) of Regulation
S-K.  No material plan, contract or arrangement (whether or not written)
to which either Mr. Manion or Mr. Allison is a party or a participant was
entered into or materially amended in connection with their assuming the duties
set forth above, and neither Mr. Manion nor Mr. Allison received any grant or
award or any modification thereto, under any such plan, contract or arrangement
in connection with such event.

Item 9.01.       Financial Statements and Exhibits.

 

(d)        Exhibits

 

            The
following exhibits are furnished as part of this Current Report on Form 8-K:



 




 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
99.1
  
99.2
  
  
  
Press Release
  dated March 24, 2009.
  
Press Release
  dated March 24, 2009.

  
 


 





                                                            SIGNATURES



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





                                                            

                                                            NORFOLK
SOUTHERN CORPORATION

                                                            (Registrant)
 

                                                           
/s/ Howard D. McFadden
 

                                                            _________________________________

                                                            Name:  Howard
D. McFadden 

                                                            Title:     Corporate
Secretary

Date:    March 24,
2009



 
                                                           EXHIBIT INDEX


 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
99.1
  
99.2
  
  
  
Press Release
  dated March 24, 2009.
  
Press Release
  dated March 24, 2009.