NORFOLK SOUTHERN CORP — Director's Dealing 2015

Feb 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2015-01-29

Reporting Person: Squires James A (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	Common Stock	M	4000.0000	—	Acquired	59264.0000	Direct
2015-01-29	Common Stock	F	1842.0000	$102.9899	Disposed	57422.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Restricted Stock Units	$	M	4000.0000	Disposed	2015-01-29	Common Stock (4000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	144.3970	Indirect
Common Stock	48978.0000	Indirect

Footnotes

F1: Represents shares earned by the reporting person that were originally granted as restricted stock units on January 29, 2010, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).

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 January 29, 2015, 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.