SECURITIES AND EXCHANGE 
COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 
15(D)
OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported):
November 23, 2005 (November 22, 2005)



 
NORFOLK SOUTHERN 
CORPORATION 
(Exact name of registrant as specified in its 
charter)



  
  
    
      
Virginia
    
      
1-8339
    
      
52-1188014
  
    
      
(State or other jurisdiction
    
      
(Commission
    
      
(IRS Employer
  
    
      
Of incorporation)
    
      
File Number)
    
      
Identification 
No.)

Three Commercial 
Place
Norfolk, Virginia  23510-9241
(Address of principal 
executive offices)  
(757) 
629-2680
(Registrant's telephone number, including area code) 
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 November 2, 2005, the Board of Directors approved the following revised annual salaries, effective January 1, 2006, for certain of its named executive 
officers:  Charles W. Moorman (President and Chief Executive Officer), 
$750,000; L. I. Prillaman (Vice Chairman and Chief Marketing Officer), $600,000; 
Stephen C. Tobias (Vice Chairman and Chief Operating Officer), $600,000; and 
Henry C. Wolf (Vice Chairman and Chief Financial Officer), $600,000.
                        
Also on November 22, 2005, the Compensation Committee of the Norfolk Southern 
Corporation Board of Directors approved changing the vesting period on options 
granted in 2005 under the Long-Term Incentive Plan from three years to one year 
in order to reduce the expense the Corporation must recognize for those options 
beginning in 2006.  The Compensation Committee approved the Form of 
Incentive Stock Option and Non-Qualified Stock Option Agreement, Form of 
Restricted Share and Restricted Stock Unit Agreement and Form of Performance 
Share Unit Award under the Norfolk Southern Corporation Long-Term Incentive 
Plan, each attached hereto as an exhibit.  Under the Executive Management 
Incentive Plan and Management Incentive Plan, the Committee adopted pretax net 
income and operating ratio as the performance criteria used for determining 
bonuses payable in 2007 for 2006 incentive year.
            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/ Dezora M. Martin
		
		
	
	
		

                                                                           _________________________________
                                                                           Name:     Dezora M. Martin
                                                                           Title:       Corporate Secretary
		
	

Date:  November 
23, 2005
 
 
 


EXHIBIT INDEX
Exhibit
Number                 
Description
99                         
Form of Incentive Stock Option and Non-Qualified Stock Option Agreement 

                             under 
the 
Norfolk Southern Corporation Long-Term Incentive Plan
99                        
Form of Restricted Share and Restricted Stock Unit Agreement

                            under the Norfolk 
Southern 
Long-Term Incentive Plan
99                        
Form of Performance Share Unit Award under the Norfolk Southern Corporation

                            
Long-Term Incentive Plan