Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
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 ^* Shaw Alan H.	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) EVP & Chief Marketing Officer
(Last) (First) (Middle) THREE COMMERCIAL PLACE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/29/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/29/2021		M⁽¹⁾		2760.0000	A	$94.1700	31399.0000	D
Common Stock	7/29/2021		M⁽¹⁾		2720.0000	A	$104.2300	34119.0000	D
Common Stock	7/29/2021		M⁽¹⁾		2550.0000	A	$69.8300	36669.0000	D
Common Stock	7/29/2021		M⁽¹⁾		1900.0000	A	$75.1400	38569.0000	D
Common Stock	7/29/2021		S		570.0000	D	$256.9084	37999.0000	D
Common Stock	7/29/2021		S		1118.0000	D	$256.9650	36881.0000	D
Common Stock	7/29/2021		F		1552.0000	D	$258.1400	35329.0000	D
Common Stock	7/29/2021		S		1699.0000	D	$256.9037	33630.0000	D
Common Stock	7/29/2021		S		1761.0000	D	$256.9407 ⁽²⁾	31869.0000	D
Common Stock								1747.2382	I	By 401(k) Plan ⁽³⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy, granted 2012)	$75.1400	7/29/2021		M ⁽¹⁾			1900.0000 ⁽¹⁾	1/26/2016	1/25/2022	Common Stock	1900.0000	⁽¹⁾	0.0000	D
Option (right to buy, granted 2013)	$69.8300	7/29/2021		M ⁽¹⁾			2550.0000 ⁽¹⁾	1/24/2017	1/23/2023	Common Stock	2550.0000	⁽¹⁾	0.0000	D
Option (right to buy, granted 2014)	$94.1700	7/29/2021		M ⁽¹⁾			2760.0000 ⁽¹⁾	1/23/2018	1/22/2024	Common Stock	2760.0000	⁽¹⁾	0.0000	D
Option (right to buy, granted 2015)	$104.2300	7/29/2021		M ⁽¹⁾			2720.0000 ⁽¹⁾	1/27/2019	1/26/2025	Common Stock	2720.0000	⁽¹⁾	0.0000	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.9000 to $257.0000, inclusive.
(3)	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 July 29, 2021, 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Shaw Alan H. THREE COMMERCIAL PLACE NORFOLK, VA 23510			EVP & Chief Marketing Officer