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): 

 July 24, 2008 (July 24, 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 

               
On July 22, 2008, the Board of Directors of Norfolk Southern Corporation
approved amendments to the Directors' Deferred Fee Plan, Executives' Deferred
Compensation Plan, Officers' Deferred Compensation Plan, Long Term Incentive
Plan, Restricted Stock Unit Plan, and Supplemental Benefit Plan.   The
amendments are designed to facilitate each plan's compliance with
Section 409A of the Internal Revenue Code, to clarify certain plan
provisions and to make administrative changes to the plans. A copy of each
amended and restated plan is filed as an exhibit hereto.

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
  
 
 
  
  
10.01
  
  
  
Directors'
  Deferred Fee Plan of Norfolk Southern Corporation, as amended effective
  January 1, 2009
  
 
 
  
  
10.02
  
  
  
Norfolk
  Southern Corporation Executives' Deferred Compensation Plan, as amended
  effective January 1, 2009
  
 
 
  
  
10.03
  
  
  
Amendment to
  Norfolk Southern Corporation Officers' Deferred Compensation Plan, effective
  January 1, 2008
  
 
 
  
  
10.04
  
  
  
Norfolk
  Southern Corporation Long-Term Incentive Plan, as amended effective January
  1, 2009
  
 
 
  
  
10.05
  
  
  
Norfolk
  Southern Corporation Restricted Stock Unit Plan, as amended effective January
  1, 2009
  
 
 
  
  
10.06
  
  
  
Supplemental
  Benefit Plan of Norfolk Southern Corporation and Participating Subsidiary
  Companies, as amended effective January 1, 2009
  
 




            Pursuant to the requirements of the
Securities and 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:  July 24, 2008
 
 
 




                                                           
EXHIBIT INDEX






 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
10.01
  
  
  
Directors' Deferred Fee Plan of
  Norfolk Southern Corporation, as amended effective January 1, 2009
  
 
 
  
  
10.02
  
  
  
Norfolk Southern Corporation
  Executives' Deferred Compensation Plan, as amended effective January 1, 2009
  
 
 
  
  
10.03
  
  
  
Amendment to Norfolk Southern
  Corporation Officers' Deferred Compensation Plan, effective January 1, 2008
  
 
 
  
  
10.04
  
  
  
Norfolk Southern Corporation
  Long-Term Incentive Plan, as amended effective January 1, 2009
  
 
 
  
  
10.05
  
  
  
Norfolk Southern Corporation
  Restricted Stock Unit Plan, as amended effective January 1, 2009
  
 
 
  
  
10.06
  
  
  
Supplemental Benefit Plan of
  Norfolk Southern Corporation and Participating Subsidiary Companies, as
  amended effective January 1, 2009