Edgar Filing: Allison Clyde H Jr

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Allison Clyde H Jr

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2009

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

(Last)

(First)

(Middle)

THREE COMMERCIAL PLACE

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President and Controller

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NORFOLK,Â VAÂ 23510

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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⁾	2,166	D	Â
Common Stock	607 ⁽²⁾	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to buy (granted 2002) ⁽³⁾	01/28/2003	01/27/2012	Common Stock	4,446	$ 22.49	D	Â
Option to buy (granted 2003) ⁽³⁾	02/03/2004	02/02/2013	Common Stock	10,554	$ 19.625	D	Â
Option to buy (granted 2004) ⁽³⁾	01/30/2005	01/29/2014	Common Stock	13,500	$ 22.02	D	Â
Option to buy (granted 2005) ⁽³⁾	01/28/2006	01/27/2015	Common Stock	3,000	$ 34.1	D	Â
Option to buy (granted 2006) ⁽³⁾	01/27/2007	01/26/2016	Common Stock	2,300	$ 49.425	D	Â
Option to buy (granted 2007) ⁽³⁾	01/25/2010	01/24/2017	Common Stock	3,600	$ 49.555	D	Â
Option to buy (granted 2008) ⁽³⁾	01/24/2011	01/23/2018	Common Stock	3,600	$ 50.74	D	Â
Option to buy (granted 2009) ⁽³⁾	01/29/2013	01/28/2019	Common Stock	3,600	$ 38.705	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	3,000 ⁽⁴⁾	$ ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Allison Clyde H Jr THREE COMMERCIAL PLACE NORFOLK,Â VAÂ 23510	Â	Â	Â Vice President and Controller	Â

Signatures

H. D. McFadden via P.O.A. for C. H. Allison, Jr.		04/02/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	At its meeting on March 24, 2009, 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 April 1, 2009. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of her designation.
(2)	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 March 31, 2009, 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.
(3)	Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Investment Plan.
(4)	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 and Restricted Stock Unit Plan. These units ultimately will be satisfied in cash or in shares of stock.

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