Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 29, 2009, the Registrant's Board of Directors approved and adopted amendments to the Registrant's Bylaws to require majority voting for the election of directors in uncontested elections.

The amendments were effective immediately upon approval by the Board. The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Registrant's Bylaws, which are attached hereto as Exhibit 3(ii) and are incorporated herein by reference.

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
3(ii) The Bylaws of Norfolk Southern Corporation, as amended September 29, 2009

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.