NORFOLK SOUTHERN CORP — Director's Dealing 2012

Apr 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2012-04-26

Reporting Person: Manion Mark D (Executive Vice President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-26	Common Stock	S	16211	$72.68	Disposed	58686	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22253	Indirect
Common Stock	5863.8393	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.67 to $72.73, inclusive.

F2: Excludes 22,253 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.

F3: Represents the approximate number of shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of April 26, 2012, 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.