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): 

 October 16, 2009 (October 16, 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
7.01.  Regulation FD Disclosure

See
discussion under Item 8.01.



Item
8.01.  Other Events

On
October 16, 2009, the Registrant issued a Press Release, attached hereto as
Exhibit 99, announcing the extension of the expiration date of the Registrant's
offer to exchange up to $500,000,000 aggregate principal amount of its 5.75%
Senior Notes due 2016 registered under the Securities Act of 1933, as amended,
for an equal amount of its privately placed 5.75% Senior Notes due 2016.



Item
9.01.  Financial Statements and Exhibits

(d)
Exhibits

               The following exhibit is
furnished as part of this Current Report on Form 8-K:






 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
99
  
  
  
Press
  Release dated October 16, 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: 
October 16, 2009







EXHIBIT INDEX


 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
99
  
  
  
Press
  Release dated October 16, 2009.