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): 

 October 22, 2009 (October 22, 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 

Effective
as of October 22, 2009, the Registrant and certain of it's subsidiaries entered
into Amendment No. 4 to Transfer and Administration Agreement, attached hereto
as Exhibit 99 (the "Amendment"), renewing the Registrant's receivables
securitization facility with a maximum limit of $350 million.  Please see
Exhibit 99 to the Registrant's Form 8-K dated November 14, 2007, Exhibit 10.1
to the Registrant's Form 10-Q for the quarterly period ended March 30, 2008,
and Exhibit 99 to the Registrant's Form 8-K dated October 23, 2008.  



The
parties to the Amendment are the Registrant; Norfolk Southern Railway Company
("NSR"), the Registrant's wholly-owned operating subsidiary, as Originator and
as Servicer; Thoroughbred Funding, Inc., a wholly-owned subsidiary of NSR; the
Conduit Investors from time to time party thereto; the Committed Investors from
time to time party thereto; the Managing Agents from time to time party
thereto; JPMorgan Chase Bank, N.A., a national banking association, as the
Administrative Agent for the Investors and as a Managing Agent; YC SUSI Trust,
a Delaware statutory trust; Bank of America, National Association, a national
banking association; Victory Funding Corporation, a Delaware corporation; and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, a bank organized under
the laws of Japan.



With
respect to the other parties to the Amendment, the Registrant has or may have
had customary banking relationships based on the provision of a variety of
financial services, including pension fund, cash management, investment
banking, and equipment financing and leasing services, none of which are
material individually or in the aggregate with respect to any individual party.





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
  
 
 
  
  
99
  
  
  
Amendment
  No. 4 to Transfer and Administration Agreement dated as of October 22, 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: 
October 22, 2009







EXHIBIT INDEX


 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
99
  
  
  
Amendment
  No. 4 to Transfer and Administration Agreement dated as of October 22, 2009.