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 29, 2010 (January 25, 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
5.02.  Departure of Directors or Certain Executive Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

Election
of New Director

            On January, 26, 2010, Norfolk Southern issued a Press Release, attached hereto
as Exhibit 99.1, announcing that the Board of Directors at its meeting on January
25, 2010, elected Thomas D. Bell, Jr. to be a director, effective January 26,
2010.  The Board of Directors also appointed Mr. Bell to the Audit Committee
and the Compensation Committee, effective March 1, 2010.    

            Mr. Bell, 60, of Atlanta, Georgia, is currently
Chairman of SecurAmerica LLC.  Mr. Bell served as Chairman and Chief Executive
Officer of Cousins Properties from December 2006 until his retirement in July 2009. 
He previously served as Chairman and CEO of the advertising and communications
firm Young and Rubicam Inc., Vice Chairman and Director of Gulfstream Aerospace
Corporation, Executive Vice President of Ball Corporation, Chairman of the Center
for Naval Analysis, and President and CEO of the Hudson Institute.

There
was no arrangement or understanding between Mr. Bell and any other person
pursuant to which he was elected as a director of Norfolk Southern.

Mr. Bell is a 12.5% equity owner of Mother Nature Network.  In 2009, Norfolk
Southern paid Mother Nature Network $300,000 for advertising services.  These
services were a part of Norfolk Southern's continuing efforts to promote its
environmentally friendly operations and activities.  This contract was not
renewed for 2010 and was not in effect at the time of Mr. Bell's election as a
Norfolk Southern Director.

Mr.
Bell is also a Director of AGL Resources.  In 2009, Norfolk Southern paid AGL approximately
$63,000 for natural gas usage and AGL paid Norfolk Southern approximately $5,000
for pipe line right of way and approximately $33,000 for flagging services.  It
is expected that Norfolk Southern will continue to purchase services from, and
receive right of way and service fees from, AGL in the future.

No
material plan, contract or arrangement (whether or not written) to which Mr.
Bell is a party or a participant was entered into or materially amended in
connection with his joining the Board of Directors, and, other than as
discussed below, Mr. Bell did not receive any grant or award or any
modification thereto, under any such plan, contract or arrangement in
connection with such event. 

Under
the terms of the Norfolk Southern Corporation Directors' Restricted Stock Plan,
Mr. Bell received a grant of 3,000 restricted shares upon his election to the
Board.  These shares will be registered in Mr. Bell's name, and he will have all
rights of ownership (including the right to vote the shares and receive
dividends); however, these shares may not be sold, pledged or otherwise
encumbered during a restriction period which began on the date of grant and ends
on the earlier of Mr. Bell's death or six months after he becomes disabled or
retires.  In the event Mr. Bell does not retire in accordance with the terms of
the plan, these shares will be forfeited.  In addition, Mr. Bell will receive
compensation consistent with that provided to all non-employee directors, as
described in the Narrative to Non-Employee Director Compensation Table
contained on pages 17-19 of Norfolk Southern Corporation's Proxy Statement
dated March 24, 2009.

Item 5.03.  Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.

 Bylaw Amendment

            
On January 25, 2010, the Board of Directors amended the Bylaws of Norfolk
Southern Corporation, effective immediately, to increase the number of
directors from 11 to 12 and elected Thomas D. Bell, Jr. to fill the resulting
vacancy.  The amended Bylaws are attached hereto as Exhibit 3(ii).

Pending Bylaw Amendment

            On January 28, 2010, Norfolk Southern
issued a Press Release, attached hereto as Exhibit 99.1, announcing that it is
seeking to declassify its Board of Directors.  In furtherance of this goal, on
January 26, 2010, the Board of Directors amended the Bylaws of Norfolk Southern
Corporation, subject to shareholder approval of an amendment to the Articles of
Incorporation at the next Annual Meeting of shareholders.  The pending
amendment to Article II of the Bylaws states: 

Board of Directors



SECTION 1. Election, Number and Term. The board of directors shall
be chosen at the annual meeting of the stockholders. The number of directors
shall be twelve, and the directors shall be classified and shall hold
office for terms as provided in the articles of incorporation. This number may
be increased or decreased at any time by amendment of these bylaws, but shall
always be a number of not less than three. Directors need not be stockholders.
Directors shall hold office until their successors are elected.

SECTION 4. Vacancies. Any vacancy arising among the directors,
including a vacancy resulting from an increase by not more than thirty percent
in the number of directors of all classes elected by the stockholders,
may be filled by a majority vote of the remaining directors though less than a
quorum unless sooner filled by the stockholders.



Item
9.01.     Financial Statements and Exhibits.

(d)
Exhibits


 
  
  
Exhibit

  Number
  
  
  
Description
  
 
 
  
  
3(ii)
  
  
  
The
  Bylaws of Norfolk Southern Corporation, as amended January 25, 2010
  
 
 
  
  
99.1
  
  
  
Press
  Release, dated January 26, 2010
  
 
 
  
  
99.1
  
  
  
Press
  Release, dated January 28, 2010
  
 




 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 29, 2010

EXHIBIT INDEX

 


 
  
  
Exhibit

  Number
  
  
  
Description
  
 
 
  
  
3(ii)
  
  
  
The
  Bylaws of Norfolk Southern Corporation, as amended January 25, 2010
  
 
 
  
  
99.1
  
  
  
Press
  Release, dated January 26, 2010
  
 
 
  
  
99.1
  
  
  
Press
  Release, dated January 28, 2010