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): 

 June 15, 2010  ( June 15, 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
7.01.  Regulation FD Disclosure



           
On
June 15, 2010, Jim Squires, Executive Vice President Finance and Chief
Financial Officer for Norfolk Southern Corporation, spoke at the Wells Fargo
Securities Industrial Conference in New York.  At the conference, Mr. Squires
provided an update on the Corporation's share repurchase program.  Norfolk
Southern's Board of Directors previously authorized the repurchase of up to 75
million shares through December 31, 2010.  During the second quarter, Norfolk
Southern resumed share repurchases and, as of June 11, 2010, purchased
approximately 1.6 million shares during the quarter at an approximate cost of
$87 million.  Since inception of the program in 2006, Norfolk Southern has
repurchased and retired 66.3 million shares of Common Stock at a total cost of
$3.4 billion as of June 11, 2010.



           
The
conference was webcast at http://www.wsw.com/webcast/wa64/nsc,
and Mr. Squires presentation is posted at  www.nscorp.com 




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:  June
15, 2010