NORFOLK SOUTHERN CORP — Director's Dealing 2011

Oct 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2011-10-28

Reporting Person: RATHBONE JOHN P (Executive V.P.- Administration)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-28	Common Stock	M	13394	$19.625	Acquired	108888	Direct
2011-10-28	Common Stock	S	13394	$74.9922	Disposed	95494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-28	Option (granted 2003)	$19.625	M	13394	Disposed	2013-02-02	Common Stock (13394)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9736.754	Indirect

Footnotes

F1: Since the date of the reporting person's last ownership report, 20,668 shares were transferred as an exempt dispostion pursuant to Rule 16a-12.

F2: Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of October 28, 2011, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.

F3: Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).