SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):

November 22, 2005 (November 22, 2005)

 

NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)

Virginia | 1-8339 | 52-1188014
(State or other jurisdiction | (Commission | (IRS Employer
Of incorporation) | File Number) | Identification No.)
Three Commercial Place
Norfolk, Virginia  23510-9241
(Address of principal executive offices) 

(757) 629-2680
(Registrant's telephone number, including area code)

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 8.01      Other Events

                        On November 22, 2005, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing the authorization of the purchase of up to 50 million shares of the Registrant's common stock through the end of 2015.
Item 9.01         Financial Statements and Exhibits

                        (d)    Exhibits.

                                Exhibit
                                 Number                   Description

                                    99                     Press Release dated November 22, 2005, announcing the approval
                                                             of a 50 million share repurchase program.

            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/ Dezora M. Martin

_________________________________
                                                                           Name:     Dezora M. Martin
                                                                           Title:       Corporate Secretary

Date:  November 22, 2005

EXHIBIT INDEX

Exhibit
Number                   Description

99                         Press Release dated November 22, 2005, announcing the approval of a 50 million
                             share repurchase program.

                                        FOR IMMEDIATE RELEASE
                                        November 22 , 2005

NORFOLK SOUTHERN ANNOUNCES STOCK REPURCHASE PLAN
NORFOLK VA - Norfolk Southern Corporation (NYSE: NSC) today announced that its board of directors has authorized the repurchase of up to 50 million shares of its common stock through the end of 2015.
            Timing and volume of any purchases will be guided by management's assessment of market conditions and other factors.  Any share repurchases under this program may be made in the open market, or otherwise.   
            Norfolk Southern had approximately 406.4 million publicly held shares as of Sept. 30, 2005.
            Any statements contained in this news release which are not related to historical facts are forward-looking statements as that term is defined in the Private Securities Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties (noted in the corporation's filings with the SEC) which could cause actual results to differ. 
            Norfolk Southern Corporation is one of the nation's premier transportation companies. Its Norfolk Southern Railway subsidiary operates approximately 21,300 route miles in 22 states, the District of Columbia and Ontario, Canada, serving every major container port in the eastern United States and providing superior connections to western rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is North America's largest rail carrier of automotive parts and finished vehicles.

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For further information contact:
(Media) Bob Fort, 757-629-2710, (rcfort@nscorp.com)
(Investors) Leanne Marilley, 757-629-2861 (leanne.marilley@nscorp.com)