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): 

 January 30, 2009 (January 27, 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 5.03.    Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 27,
2009, the Registrant's Board of Directors approved and adopted amendments to
the Registrant's Bylaws which expand the disclosures that stockholders must
make to the Registrant when bringing a proposal or nominating a director,
confirm the election by the Registrant to opt out of Virginia's Control Share
Acquisitions Statute, and make certain other technical and clarifying changes.

The
amendments were effective immediately upon approval by the Board.  The
foregoing description of the amendments to the Bylaws is qualified in its
entirety by reference to the full text of the Registrant's Bylaws, which are
attached hereto as Exhibit 3(ii) and are incorporated herein by reference.

Item 8.01.    Other
Events.

On January 27,
2009, the Compensation Committee of the Registrant's Board of Directors
approved a grant of 4,000 restricted stock units to each outside director as
the 2009 award under the Norfolk Southern Corporation Long-Term Incentive Plan
("LTIP"), effective January 29, 2009.  Copies of each outside
director's Award Agreement under LTIP are attached hereto as Exhibits 10.1
through 10.10.



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
  
 
 
  
  
3(ii)
  
  
  
The Bylaws of
  Norfolk Southern Corporation, as amended January 27, 2009
  
 
 
  
  
10.1
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Gerald L.
  Baliles, dated Jan. 29, 2009
  
 
 
  
  
10.2
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Daniel A.
  Carp, dated Jan. 29, 2009
  
 
 
  
  
10.3
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Gene R.
  Carter, dated Jan. 29, 2009
  
 
 
  
  
10.4
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Alston D.
  Correll, dated Jan. 29, 2009
  
 
 
  
  
10.5
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Landon
  Hilliard, dated Jan. 29, 2009
  
 
 
  
  
10.6
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Karen N. Horn,
  dated Jan. 29, 2009
  
 
 
  
  
10.7
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Burton M.
  Joyce, dated Jan. 29, 2009 
  
 
 
  
  
10.8
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Steven F.
  Leer, dated Jan. 29, 2009 
  
 
 
  
  
10.9
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Michael D.
  Lockhart, dated Jan. 29, 2009 
  
 
 
  
  
10.10
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
J. Paul
  Reason, dated Jan. 29, 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: 
January 30, 2009

 







EXHIBIT INDEX


 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
3(ii)
  
  
  
The Bylaws of
  Norfolk Southern Corporation, as amended January 27, 2009
  
 
 
  
  
10.1
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Gerald L.
  Baliles, dated Jan. 29, 2009
  
 
 
  
  
10.2
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Daniel A.
  Carp, dated Jan. 29, 2009
  
 
 
  
  
10.3
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Gene R.
  Carter, dated Jan. 29, 2009
  
 
 
  
  
10.4
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Alston D.
  Correll, dated Jan. 29, 2009
  
 
 
  
  
10.5
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Landon
  Hilliard, dated Jan. 29, 2009
  
 
 
  
  
10.6
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Karen N. Horn,
  dated Jan. 29, 2009
  
 
 
  
  
10.7
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Burton M.
  Joyce, dated Jan. 29, 2009 
  
 
 
  
  
10.8
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Steven F.
  Leer, dated Jan. 29, 2009 
  
 
 
  
  
10.9
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
Michael D.
  Lockhart, dated Jan. 29, 2009 
  
 
 
  
  
10.10
  
  
  
2009 Award
  Agreement between Norfolk Southern Corporation and 
  
J. Paul
  Reason, dated Jan. 29, 2009