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 23, 2008 (October 23, 2008)

________________________________



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 

Effective as of October 23, 2008, certain of the
Registrant's subsidiaries entered into Amendment No. 1 to Transfer and
Administration Agreement, attached hereto as Exhibit 99 (the "Amendment"), renewing
and amending the Registrant's $500 million receivables securitization
facility.  Please see Exhibit 99 to the Registrant's Form 8-K dated November
14, 2007, and Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly
period ended March 30, 2008.

The parties to the Amendment are Thoroughbred Funding, Inc.,
a wholly-owned subsidiary of the Registrant; Norfolk Southern Railway Company,
the Registrant's wholly-owned operating subsidiary, as Originator and as
Servicer; the Conduit Investors from time to time party thereto; the Committed
Investors from time to time party thereto; the Managing Agents from time to
time party thereto; JPMorgan Chase Bank,
N.A., a national banking association, as the Administrative Agent for
the Investors and as a Managing Agent; YC SUSI Trust,
a Delaware statutory trust; and Bank of America, National Association, a
national banking association.

With respect to the other parties to the Amendment, the
Registrant has or may have had customary banking relationships based on the provision
of a variety of financial services, including pension fund, cash management,
investment banking, and equipment financing and leasing services, none of which
are material individually or in the aggregate with respect to any individual
party.

Item 9.01.    Financial Statements and
Exhibits

(d) Exhibits

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




 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
99
  
  
  
Amendment No. 1 to Transfer and Administration Agreement
  dated as of October 22, 2008, and effective as of October 23, 2008
  
 




 
 
 
 
 
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/
Reginald J. Chaney             


                                                            Name:  Reginald
J. Chaney

                                                            Title:   
Assistant Corporate Secretary

Date:  October 23, 2008









                                                                
EXHIBIT INDEX


 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
99
  
  
  
Amendment No. 1 to Transfer and Administration Agreement
  dated as of October 22, 2008, and effective as of October 23, 2008