Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person * Earhart Cynthia C	2. Issuer Name and Ticker or Trading Symbol NORFOLK SOUTHERN CORP [ NSC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Exec. VP Finance and CFO
(Last)          (First)          (Middle) THREE COMMERCIAL PLACE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/30/2019
(Street) NORFOLK, VA 23510 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/30/2019		M(1)		1061.0000	A	$94.1700	1995.0000	D
Common Stock	10/30/2019		M(1)		959.0000	A	$104.2300	2954.0000	D
Common Stock	10/30/2019		F		545.0000	D	$183.6194	2409.0000	D
Common Stock	10/30/2019		F		545.0000	D	$183.6194	1864.0000	D
Common Stock								61797.0000	I	By Revocable Trust
Common Stock								327.0000 (2)	I	Owned by a person whose ownership may be attributed to the Executive Officer

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy, granted 2014)	$94.1700	10/30/2019		M (1)			1061.0000 (1)	1/23/2018	1/22/2024	Common Stock	1061.0000	(1)	11829.0000	D
Option (right to buy, granted 2015)	$104.2300	10/30/2019		M (1)			959.0000 (1)	1/27/2019	1/26/2025	Common Stock	959.0000	(1)	12301.0000	D

Explanation of Responses:
(1)	Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).
(2)	The number of shares increased from 322 to 327 shares of Common Stock. The shares were acquired by a member of the reporting person's household as a result of participating in a dividend reinvestment plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Earhart Cynthia C THREE COMMERCIAL PLACE NORFOLK, VA 23510			Exec. VP Finance and CFO

Signatures
Denise W. Hutson via P.O.A. for Cynthia C. Earhart		11/1/2019
**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 4(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 control number.

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