8-K

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): 
October 26, 2011 (October 26, 2011)

________________________________

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 2.02.    Results of Operations and Financial Condition and

Item 7.01.    Regulation FD Disclosure

               On October 26, 2011, the Registrant issued a Press Release, attached hereto as Exhibit 99, reporting third quarter results for 2011 and posted its Quarterly Financial Review - Third Quarter 2011 on its website, www.nscorp.com, under the "Financial Reports" section under the "Investors" tab. 

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits

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

Exhibit Number	Description
99	Press Release dated October 26, 2011.

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 thereunto duly authorized.  

                                                            SIGNATURES

                                                            NORFOLK SOUTHERN CORPORATION

                                                            (Registrant)

                                                                   /s/ Howard D. McFadden                      

                                                            Name:  Howard D. McFadden
                                                            Title:    Corporate Secretary

Date:  October 26, 2011

                                                                 EXHIBIT INDEX

Exhibit Number	Description
99	Press Release dated October 26, 2011.

EX-99

NEWSRELEASE

Norfolk Southern Corporation, Three Commercial Place, Norfolk, VA  23510-2191

                                                                              FOR IMMEDIATE RELEASE

                                                              October 26, 2011

Norfolk Southern reports third-quarter 2011 results

For 2011 vs. 2010, Norfolk Southern achieved the following records:

• Income from railway operations improved 26 percent to $938 million.

• Net income increased 24 percent to $554 million.

• Diluted earnings per share rose 34 percent to $1.59.

• The railway operating ratio improved by 2.1 percentage points to
   67.5 percent.

NORFOLK, VA. -- Norfolk Southern Corporation today reported record third-quarter net income of $554 million, 24 percent higher compared with $445 million for the same period of 2010. Diluted earnings per share were a record $1.59, up 34 percent, compared with $1.19 per share in the third quarter of 2010.

"Norfolk Southern produced another outstanding quarter, setting all-time records for income from operations and earnings per share, while also establishing third-quarter records for net income and operating ratio," said Norfolk Southern CEO Wick Moorman. "We continue to see modest improvement in most of our business groups, and we remain focused on the long-term enhancement of our franchise."

Railway operating revenues of $2.9 billion rose 18 percent compared with the same period of 2010, primarily as the result of a 14 percent increase in revenue per unit.

General merchandise revenues were $1.4 billion, 12 percent higher compared with third-quarter 2010 results. Coal revenues increased 27 percent, to $899 million, compared with the same period last year. Intermodal revenues were $551 million, 19 percent higher compared with the third quarter of 2010.

Railway operating expenses for the quarter were $2.0 billion, 14 percent higher compared with the same period of 2010, primarily due to increased fuel expenses, which rose by $126 million, and compensation and benefits costs.

-- MORE --

Operating Subsidiary: Norfolk Southern Railway Company                                                                                      World Wide Web Site: www.nscorp.com

                                  Norfolk Southern Corporation, Three Commercial Place, Norfolk, VA  23510-2191

- 2 -

Income from railway operations climbed 26 percent to an all-time record $938 million compared with the same period last year.

The railway operating ratio improved by 2.1 percentage points to a third-quarter record 67.5 percent compared with 69.6 percent during third-quarter 2010.

Norfolk Southern Corporation is one of the nation's premier transportation companies. Its Norfolk Southern Railway subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal and industrial products.

###

Norfolk Southern contacts:

(Media) Frank Brown, 757-629-2710 (fsbrown@nscorp.com)

(Investors) Michael Hostutler, 757-629-2861 (michael.hostutler@nscorp.com)

Operating Subsidiary: Norfolk Southern Railway Company                                                                                      World Wide Web Site:  www.nscorp.com

EX-99

Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2011		2010		2011		2010
		(in millions, except per share amounts)
Railway operating revenues:
Coal	$	899	$	709	$	2,608	$	2,034
General merchandise		1,439		1,283		4,191		3,765
Intermodal		551		464		1,576		1,325
Total railway operating revenues		2,889		2,456		8,375		7,124
Railway operating expenses:
Compensation and benefits		736		680		2,240		2,049
Purchased services and rents		403		377		1,191		1,086
Fuel		385		259		1,186		771
Depreciation		217		204		641		612
Materials and other (note 1)		210		190		704		572
Total railway operating expenses		1,951		1,710		5,962		5,090
Income from railway operations		938		746		2,413		2,034
Other income - net		60		81		121		118
Interest expense on debt		114		113		339		347
Income before income taxes		884		714		2,195		1,805
Provision for income taxes:
Current		159		143		345		539
Deferred		171		126		414		172
Total income taxes (note 2)		330		269		759		711
Net income	$	554	$	445	$	1,436	$	1,094
Earnings per share (note 3):
Basic	$	1.61	$	1.21	$	4.09	$	2.95
Diluted	$	1.59	$	1.19	$	4.03	$	2.91
Weighted average shares outstanding (note 4):
Basic		343.2		366.3		349.8		368.5
Diluted		349.0		371.6		355.6		373.8
See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

	September 30,		December 31,
	2011		2010
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	242	$	827
Short-term investments		152		283
Accounts receivable - net		1,029		807
Materials and supplies		212		169
Deferred income taxes		160		145
Other current assets		30		240
Total current assets		1,825		2,471
Investments		2,240		2,193
Properties less accumulated depreciation of $9,351 and
$9,262, respectively		23,978		23,231
Other assets		268		304
Total assets	$	28,311	$	28,199
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	1,329	$	1,181
Short-term debt		-		100
Income and other taxes		221		199
Other current liabilities		331		244
Current maturities of long-term debt		55		358
Total current liabilities		1,936		2,082
Long-term debt		6,782		6,567
Other liabilities		1,788		1,793
Deferred income taxes		7,550		7,088
Total liabilities		18,056		17,530
Stockholders' equity:
Common stock $1.00 per share par value, 1,350,000,000 shares       authorized; outstanding 336,106,217 and 357,362,604 shares,
respectively, net of treasury shares		337		358
Additional paid-in capital		1,912		1,892
Accumulated other comprehensive loss		(753)		(805)
Retained income		8,759		9,224
Total stockholders' equity		10,255		10,669
Total liabilities and stockholders' equity	$	28,311	$	28,199
See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

		Nine Months Ended
		September 30,
		2011		2010
		($ in millions)
Cash flows from operating activities:
Net income	$	1,436	$	1,094
Reconciliation of net income to net cash provided
by operating activities:
Depreciation		646		617
Deferred income taxes		414		172
Gains and losses on properties and investments		(30)		(38)
Changes in assets and liabilities affecting operations:
Accounts receivable		(222)		(142)
Materials and supplies		(43)		(15)
Other current assets		60		50
Current liabilities other than debt		402		254
Other - net		101		136
Net cash provided by operating activities		2,764		2,128
Cash flows from investing activities:
Property additions		(1,433)		(907)
Property sales and other transactions		70		81
Investments, including short-term		(88)		(441)
Investment sales and other transactions		246		261
Net cash used in investing activities		(1,205)		(1,006)
Cash flows from financing activities:
Dividends		(432)		(384)
Common stock issued - net		95		59
Purchase and retirement of common stock (note 4)		(1,611)		(437)
Proceeds from borrowings - net		396		250
Debt repayments		(592)		(477)
Net cash used in financing activities		(2,144)		(989)
Net increase (decrease) in cash and cash equivalents		(585)		133
Cash and cash equivalents:
At beginning of year		827		996
At end of period	$	242	$	1,129
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest (net of amounts capitalized)	$	296	$	296
Income taxes (net of refunds)	$	121	$	498
See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:

1.   MATERIALS AND OTHER   

      During the first quarter of 2011, NS received an unfavorable ruling for an arbitration claim with an insurance carrier that failed to respond to insurance claims submitted by NS, related to the January 6, 2005 derailment in Graniteville, SC.  As a result, NS recorded a $43 million expense for the receivables associated with the contested portion of the claim and a $15 million expense for other receivables affected by the ruling for which recovery is no longer probable.

2.   INCOME TAXES

      During the second quarter of 2011, the Internal Revenue Service (IRS) completed its examination of NS' 2008 tax return and review of certain claims for refund for prior years that resulted in a decrease in income tax expense of $40 million.  Also during the second quarter, three states enacted tax law changes that decreased deferred income tax expense by $19 million.

      During the first quarter of 2010, the Patient Protection and Affordable Care Act, and the Health Care and Education Reconciliation Act of 2010 were signed into law.  Provisions of the Acts eliminated, after 2012, the tax deduction available for reimbursed prescription drug expenses under the Medicare Part D retiree drug subsidy program.  Accordingly, NS recorded a $27 million charge to deferred tax expense in the first quarter of 2010.

3.   EARNINGS PER SHARE

      For basic earnings per share, income available to common stockholders for the third quarters of 2011 and 2010 reflects $2 million each in reductions and $6 million for the first nine months of both 2011 and 2010 from net income for the effect of dividend equivalent payments made to holders of stock options and restricted stock units.

      For diluted earnings per share, income available to common stockholders reflects reductions of less than $1 million for the third quarter of 2011, $2 million for the third quarter of 2010, $2 million for the first nine months of 2011, and $6 million for the first nine months of 2010 for the effect of dividend equivalent payments made to holders of stock options.

4.   STOCK REPURCHASE PROGRAM

      NS repurchased and retired 23.8 million shares of Common Stock in the first nine months of 2011, at a cost of $1.6 billion and 7.8 million shares at a cost of $437 million for the same period of 2010.  The timing and volume of purchases is guided by management's assessment of market conditions and other pertinent factors.  Any near-term share repurchases are expected to be made with internally generated cash, cash on hand, or proceeds from borrowings.  Since 2005, NS has repurchased and retired 103.2 million shares at a total cost of $5.7 billion.