NORFOLK SOUTHERN CORP — Director's Dealing 2012

Jul 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2012-07-27

Reporting Person: HIXON JAMES A (Exec.VP-Law & Corp. Relatiions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-27	Common Stock	M	10000	$22.02	Acquired	167439	Direct
2012-07-27	Common Stock	S	10000	$74.00	Disposed	157439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-27	Option to buy (granted 2004)	$22.02	M	10000	Disposed	2014-01-29	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8057.0011	Indirect

Footnotes

F1: 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 July 27, 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.

F2: 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).