UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of
earliest event reported): 

 December 17, 2008 (November 25, 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)) 

Explanatory Note 

On November 26,
2008, Norfolk Southern Corporation furnished a Form 8-K in connection with a
Form of 2009 Award under the Norfolk Southern Corporation Long-Term Incentive
Plan.  The Form of 2009 Award was attached as Exhibit 99 to the November
26, 2008 Form 8-K.  Norfolk Southern Corporation is filing this Form 8-K/A to
make certain corrections to the award grant and expiration dates listed in that
Exhibit 99, since the dates in that award were based on an incorrect date for
the January 2009 Board of Directors' meeting.  Under its long-standing
practice, the Compensation Committee of Norfolk Southern's Board of Directors
sets the award date for the Long-Term Incentive Plan as the first day of the
window period following its January meeting during which executives are
permitted to trade in Norfolk Southern's securities and following the release
of Norfolk Southern's financial results.  The Board of Directors meeting will
occur on January 27, 2009.  Thus, the award date reflected on Exhibit 99 is
corrected to read January 29, 2009, and the option expiration date in section
3(a) of the award is corrected to read January 28, 2019.  All other information
provided in the November 26, 2008 Form 8-K remains unchanged. This Form 8-K/A
supersedes the Form 8-K furnished on November 26, 2008 and replaces it in its
entirety. 

Item 1.01. 
Entry into a Material Definitive Agreement

            On
November 25, 2008, the Compensation Committee of the Norfolk Southern
Corporation Board of Directors approved the Form of 2009 Award under the
Norfolk Southern Corporation Long-Term Incentive Plan.  The Form of 2009 Award
Agreement is attached hereto as an exhibit.  Under the Norfolk Southern
Corporation Executive Management Incentive Plan and the Norfolk Southern
Corporation Management Incentive Plan, the Committee adopted the following performance
criteria for determining bonuses payable in 2010 for the 2009 incentive year: 37.5%
based on pretax net income; 37.5% based on operating ratio; and 25% based on a
composite of three performance measures, consisting of adherence to operating
plan, connection performance, and train performance.

Item
9.01.  Financial Statements and Exhibits

(d) 
Exhibits

           
The following exhibit is
furnished as part of this Current Report on Form 8-K/A:


 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
99
  
  
  
Form of
  Norfolk Southern Corporation Long-Term Incentive Plan, 2009 Award Agreement
  
 


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:  December
17, 2008
                                                           
EXHIBIT INDEX


 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
99
  
  
  
Form of
  Norfolk Southern Corporation Long-Term Incentive Plan, 2009 Award Agreement