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 13, 2009 (January 12, 2009)

________________________________



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

Item 2.03     Creation
of a Direct Financial Obligation of a Registrant

On
January 12, 2009, the Registrant entered into a Purchase Agreement (the
"Agreement") with CitiGroup Global Markets Inc., J. P. Morgan Securities Inc.,
and UBS Securities LLC, as representatives of the initial purchasers
(collectively, the "Initial Purchasers"), under which the Registrant agreed to
sell $500,000,000 aggregate principal amount of the Registrant's 5.750% Senior
Notes due 2016 (the "Notes").  The Agreement contains customary representations
and warranties of the parties and indemnification and contribution provisions
whereby the Registrant, on the one hand, and the Initial Purchasers, on the
other hand, have agreed to indemnify each other against certain liabilities. 



The
Registrant estimates that the net proceeds from this offering will be
approximately $494 million after deducting the Initial Purchasers' discount and
estimated offering expenses. The Registrant intends to use the net proceeds
from the offering for general corporate purposes. 



The
Notes will pay interest semiannually at a rate of 5.75% per annum and will be
redeemable, in whole or in part, at the Registrant's option, at any time and
from time to time, at a redemption price payable in cash equal to the greater
of: (i) 100% of the principal amount of the Notes being redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to the date of redemption)
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at a specified rate, plus in each case
accrued and unpaid interest, if any, to, but not including, the redemption
date.  



The
Notes will be issued pursuant to, and governed by, an indenture to be entered
into between the Registrant and U.S. Bank Trust National Association ("U.S.
Bank"),  as trustee.  The Registrant also will enter into a registration
rights agreement, pursuant to which the Registrant will agree to file with the
Securities and Exchange Commission within 180 days after the closing date
of the offering, and use commercially reasonable efforts to have declared
effective within 270 days from the closing date, an exchange offer
registration statement pursuant to which the Registrant will issue in exchange
for tendered Notes registered securities containing terms identical to the
Notes in all material respects. 



U.S.
Bank and its affiliates, as well as certain of the Initial Purchasers and their
respective affiliates, have, from time to time, performed, and may in the
future perform, various financial advisory, commercial banking and investment
banking services for the Registrant, for which they received or will receive
customary fees and expenses and none of which are material individually or in
the aggregate with respect to any individual party.  



The
Agreement is filed herewith as Exhibit 10.1, and the description of the
Agreement contained herein is qualified by reference thereto.                   

(d) Exhibits

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




 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
10.1
  
  
  
Purchase
  Agreement, dated as of January 12, 2009
  
 


 
 
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 13, 2009