SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Elkins Claude E

(Last)

(First)

(Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2021

3. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/10/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	243	D
Common Stock⁽¹⁾	122.781	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy, granted 2015)⁽²⁾	01/27/2019	01/26/2025	Common Stock	1,610	$104.23	D
Option (right to buy, granted 2016)⁽²⁾	01/28/2020	01/27/2026	Common Stock	1,230	$70.32	D
Option (right to buy, granted 2017)⁽²⁾	01/26/2021	01/25/2027	Common Stock	1,300	$120.25	D
Restricted Stock Units	01/25/2022	01/25/2022	Common Stock	165	⁽³⁾	D
Restricted Stock Units	01/26/2022	01/26/2022	Common Stock	290	⁽³⁾	D
Restricted Stock Units	01/28/2022	01/28/2023	Common Stock	576⁽⁴⁾	⁽³⁾	D
Restricted Stock Units	01/28/2022	01/28/2025	Common Stock	990⁽⁵⁾	⁽³⁾	D
Restricted Stock Units	01/30/2022	01/30/2022	Common Stock	115	⁽³⁾	D
Restricted Stock Units	01/30/2022	01/30/2024	Common Stock	668⁽⁶⁾	⁽³⁾	D

Explanation of Responses:

1. At its meeting on December 1, 2021, the Corporation's Board of Directors elected the reporting person to his current position and designated him an "Executive Officer" for purposes of Section 16, effective December 1, 2021. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of his designation.

2. Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Incentive Plan.

3. Reports the total number of Restricted Stock Units granted to the reporting person under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These units will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock.

4. These Units will vest ratably in two annual installments.

5. These Units will vest ratably in four annual installments.

6. These Units will vest ratably in three annual installments.

Remarks:

elkinspoa.txt, elkinspoa.pdf

	Denise W. Hutson via POA for Claude E Elkins	12/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.