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): 

 April 5, 2010  ( April 5, 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))

 

Item 8.01.     Other
Events.

               
As a result of the Patient Protection and
Affordable Care Act (H.R. 3590) signed into law on March 23, 2010, including
modifications made in the Health Care and Education Reconciliation Act of 2010 signed
into law on March 30, 2010, Norfolk Southern intends to take a non-cash charge
in the first quarter of 2010 to reflect the impact of the change in the tax
treatment of the Medicare Part D subsidy.  Under the new legislation, to the
extent the Corporation's future health care drug expenses are reimbursed under
the Medicare Part D retiree drug subsidy program, the reimbursed expenses will
no longer be tax deductible after 2012.  Since the deferred tax effects for
retiree health care liabilities are reflected in the Corporation's financial
statements, the entire impact of this tax change relating to the future retiree
drug costs must be recorded in tax expense in the period in which the
legislation is enacted.  As a result, the Corporation's income tax expense is
expected to be approximately $27 million higher in the first quarter.      
 



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:  April
5, 2010