NORFOLK SOUTHERN CORP — Director's Dealing 2012

Jan 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2012-01-25

Reporting Person: MOORMAN CHARLES W (Director, President, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-25	Common Stock	M	25000	—	Acquired	267774	Direct
2012-01-25	Common Stock	F	9212	$73.9025	Disposed	258562	Direct
2012-01-26	Common Stock	S	5	$75.48	Disposed	258557	Direct
2012-01-26	Common Stock	S	5	$75.42	Disposed	258552	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-25	Restricted Stock Units	$0	M	25000	Disposed	2012-01-25	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	65863.574	Indirect
Common Stock	2533.717	Indirect

Footnotes

F1: Represents shares earned by the reporting person that were originally granted as restricted stock units on January 25, 2007, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).

F2: Excludes 65,863.574 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.

F3: 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 January 25, 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.