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): 

 June 1, 2009 (June 1, 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 1.01.    Entry into a
Material Definitive Agreement



See description
under Item 2.03



Item 2.03.    Creation of a
Direct Financial Obligation of a Registrant



On June 1, 2009,
the Registrant completed its offering of $500,000,000 aggregate principal
amount of its 5.90% Senior Notes due 2019 (the "Notes") pursuant to an
Underwriting Agreement (the "Agreement") between the Registrant and Banc of
America Securities LLC, Goldman, Sachs & Co. and Wachovia Capital Markets,
LLC, as representatives of several underwriters.  The Notes were sold pursuant
to the Registrant's Automatic Shelf Registration Statement on Form S-3 (File
No. 333-158240).  The Agreement is filed herewith as Exhibit 10.1. 



The Notes were
issued pursuant to an Indenture dated as of June 1, 2009 (the "Base Indenture")
between the Registrant and U.S. Bank Trust National Association, as trustee, as
supplemented by the First Supplemental Indenture dated as of June 1, 2009 (the
"First Supplemental Indenture" and, together with the Base Indenture, the
"Indenture").  The Notes will pay interest semiannually at a rate of 5.90% per
annum and will be redeemable, in whole or in part, at the Registrant's option,
at any time and from time to time, at a redemption price payable in cash equal
to the greater of: (i) 100% of the principal amount of the Notes being redeemed
and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a specified rate, plus in
each case accrued and unpaid interest, if any, to, but not including, the
redemption date.  The Indenture contains negative covenants and events of
default that are consistent with the provisions of the Registrant's existing
indentures. The Base Indenture is filed herewith as Exhibit 4.1, the First
Supplemental Indenture is filed herewith as Exhibit 4.2, and the description of
the Indenture contained herein is qualified by reference thereto. 



Item
9.01.     Financial Statements and Exhibits



(d) Exhibits



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






 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  

  
  

  
 
 
  
  
4.1
  
  
  
Indenture, dated as of June 1, 2009
  
 
 
  
  
4.2
  
  
  
First
  Supplemental Indenture, dated as of June 1, 2009
  
 
 
  
  
10.1
  
  
  
Underwriting
  Agreement, dated as of June 1, 2009
  
 
 
  

  
  

  
 


 
 




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 thereunto duly
authorized.

                                                           
SIGNATURES

                                                           
NORFOLK SOUTHERN CORPORATION

                                                           
(Registrant)
 

                                                            /s/
Howard D. McFadden

                                                                                                                           


                                                            Name: 
Howard D. McFadden

                                                            Title:   
Corporate Secretary

Date: June
1, 2009







                                                            EXHIBIT INDEX


 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
4.1
  
  
  
Indenture,
  dated as of June 1, 2009
  
 
 
  
  
4.2
  
  
  
First
  Supplemental Indenture, dated as of June 1, 2009
  
 
 
  
  
10.1
  
  
  
Underwriting
  Agreement, dated as of June 1, 2009