UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported): 

 January 29, 2010 (January 26, 2010)

________________________________



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))  

 
Explanatory Note



Norfolk
Southern Corporation is filing this Amendment to its Current Report on
Form 8‑K, filed with the Securities and Exchange Commission on
November 25, 2009 (the "Original Form 8-K"), to amend and supplement the
disclosures provided in Items 1.01 and 9.01(d) of the Original Form 8-K.
Except as otherwise provided herein, the disclosures made in the Original
Form 8-K remain unchanged.



On
November 24, 2009, the Compensation Committee of the Norfolk Southern
Corporation Board of Directors approved Forms of 2010 Awards under the Norfolk
Southern Corporation Long-Term Incentive Plan, which were filed on Form 8-K on
November 25, 2009.  Norfolk Southern Corporation is filing this Form 8-K/A to
make certain corrections to the award grant and expiration dates listed in those
Exhibits.  Under a long-standing practice, the Committee sets the award
date on the first day of the window period during which executives are
permitted to trade in Norfolk Southern's securities following Norfolk
Southern's Board of Directors' January meeting and the subsequent release of
Norfolk Southern's financial results, and the awards are priced on that date. 
Because Norfolk Southern released its financial results after markets closed on
January 27, 2010, the Committee amended the award date for the Forms of 2010
Awards to be the first day of the window period, January 29, 2010, which is
after a full trading day has elapsed following the earnings release.  
 

Item
1.01.   
Entry into a Material Definitive Agreement



               The
revised Forms of 2010 Award Agreements, as amended by the Committee on January
26, 2010, to correct the relevant dates, are attached hereto as exhibits. 





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
  
 
 
  
  
10.1
  
  
  
Form
  of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 Award
  Agreement for Outside Directors
  
 
 
  
  
10.2
  
  
  
Form
  of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 Award
  Agreement
  
 




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: January
29, 2010
 







 

                                                                
EXHIBIT INDEX


 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
10.1
  
  
  
Form
  of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 Award
  Agreement for Outside Directors
  
 
 
  
  
10.2
  
  
  
Form
  of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 Award
  Agreement