UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date
of earliest event reported): 

 April 9, 2009 (April 9, 2009)

________________________________



NORFOLK SOUTHERN
CORPORATION

(Exact name of registrant as specified in its charter)

________________________________




 
  
  
Virginia
  
  
  
1-8339
  
  
  
52-1188014
  
 
 
  
  
(State or Other
  Jurisdiction 

  of Incorporation)
  
  
  
(Commission File
  Number)
  
  
  
(IRS Employer

  Identification Number)
  
 
 
  

  
  

  
  

  
 
 
  

  
 
	
Three Commercial
  Place
  
  

  
  

  
 
	
(757) 629-2680
  
 
 
  
  
Norfolk,
  Virginia  
  
23510-9241
  
  

  
  
  
(Registrant's
  telephone number, including area code)
  
 
 
  
  
(Address of
  principal executive offices)
  
  

  


  
  

  


  
 




No Change

(Former name or former address, if changed since last report)





Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

[  ]    Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]    Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]    Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]    Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 







Item 1.01.    Entry into a Material
Definitive Agreement. 

On April 9, 2009, Norfolk Southern Corporation's
("NSC") wholly-owned subsidiary Norfolk Southern Railway Company
("NSR") completed the formation of its previously-announced joint
venture with Pan Am Railways, Inc. ("Pan Am") and its wholly-owned
subsidiaries, Boston and Maine Corporation ("B&M") and Springfield Terminal
Railway Company ("Springfield Terminal") providing for, among other things, the
formation of Pan Am Southern LLC ("PAS"), a newly formed railroad company in
which each of Pan Am (through its B&M subsidiary) and NSR have a 50% equity
interest.  The joint venture was formed pursuant to a transaction agreement,
dated May 15, 2008, by and among NSR, Pan Am, B&M and Springfield Terminal,
as amended by Letter Agreement dated October 21, 2008 (the "Transaction
Agreement"), pursuant to which Pan Am agreed to transfer to PAS its
155-mile main line track that runs between Mechanicville, N.Y. and Ayer, Mass.,
along with 281 miles of secondary and branch lines, including trackage rights,
in New York, Connecticut, Massachusetts, New Hampshire and Vermont (the "PAS
Line") and NSR agreed to transfer cash and other property valued at $140
million to PAS, $87.5 million of which is to be invested within a three-year
period in capital improvements on the PAS Line, such as track and signal
upgrades and terminal expansions.  A more detailed description of the
transactions related to the formation of the joint venture is set forth in the NSC's
Form 8-K dated May 16, 2008.

            Pursuant to the terms of the Transaction
Agreement, the parties entered into a limited liability company agreement
governing PAS.  Pursuant to such agreement, PAS will be managed by a
management committee, a capital project committee and a joint operating
committee, each of which will be composed of an equal number of NSR and B&M
representatives, and which together will determine future capital projects and
oversee operations.  A copy of the limited liability company agreement is
attached as Exhibit 10.1 hereto.

Item
9.01.    Financial Statements and Exhibits.

(d) Exhibits

              
The following exhibit is filed as part of this Current Report on Form 8-K:




 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
10.1
  
  
  
Limited Liability Company
  Agreement of Pan Am Southern LLC dated as of April 9, 2009 (Exhibits, annexes
	and schedules omitted.  The Company will furnish supplementary copies
	of such materials to the SEC upon request.)
  
 






                                                            SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                                                           
NORFOLK SOUTHERN CORPORATION

                                                           
(Registrant)
 
 

                                                               
/s/ Howard D. McFadden            


                                                            Name: 
Howard D. McFadden
                                                            Title:   
Corporate Secretary

Date:  April 9, 2009
 
 









                                                                
EXHIBIT INDEX


 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
10.1
  
  
  
Limited Liability Company Agreement of Pan Am Southern LLC
  dated as of April 9, 2009 (Exhibits, annexes and schedules omitted.  The
	Company will furnish supplementary copies of such materials to the SEC upon
	request.)