<PAGE>
 
      As filed with the Securities and Exchange Commission on September 22, 1995
                                                  Registration No. 33-__________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                          ---------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933


                    BURLINGTON NORTHERN SANTA FE CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   EIN 41-1804964
(State or other jurisdiction of                      (I.R.S. Employer 
 incorporation or organization)                     Identification No.) 

                            3800 Continental Plaza
                                777 Main Street
                         Fort Worth, Texas 76102-5384
                                (817) 333-2000
   (Address, including zip code, and telephone number of Principal Executive
                                   Offices)


                    BURLINGTON NORTHERN SANTA FE CORPORATION
                        THRIFT AND PROFIT SHARING PLAN I
                            (Full title of the plan)
                           Jeffrey R. Moreland, Esq.
                 Senior Vice President, Law and General Counsel
                    Burlington Northern Santa Fe Corporation
                              1700 East Golf Road
                          Schaumburg, Illinois  60173
                                 (708) 995-6000
           (Name, address and telephone number of agent for service)
                         CALCULATION  OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
==============================================================================================
 
  Title of                             Proposed maximum     Proposed maximum      Amount of 
securities to be    Amount to be       offering price       aggregate offering    registration 
  registered        registered         per unit (1)         price                 fee  
==============================================================================================
<S>                 <C>                <C>                  <C>                   <C> 
Common Stock        2,000,000 shares   $74.88               $149,760,000          $51,641.38
Interests in the
Plan(2)
----------------------------------------------------------------------------------------------
</TABLE> 
(1)  Pursuant to Rule 457(h), the proposed maximum offering price per unit is
     estimated solely for the purpose of calculating the registration fee and is
     based upon the average of the high and low sales prices of the common stock
     of Burlington Northern Inc., a predecessor of the registrant as reported on
     the consolidated reporting system on September 18, 1995, a date within five
     business days of the date on which this registration statement is being
     filed.
(2)  Pursuant to Rule 416(c), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan.

           
<PAGE>
 
                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


                                EXPLANATORY NOTE
                                ----------------

               As permitted by the rules of the Securities and Exchange
          Commission (the "Commission"), this Registration Statement omits the
          information specified in Part I of Form S-8.  The documents containing
          the information specified in Part I will be delivered to the
          participants in the plan as required by Securities Act Rule 428(b).
          Such documents are not being filed with the Securities and Exchange
          Commission as part of this Registration Statement or as prospectuses
          or prospectus supplements pursuant to Rule 424.


                                       i
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference
------------------------------------------------

     The following documents filed with the Commission by Burlington Northern
Santa Fe Corporation (the "Company") are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:

          (a)  The Company's latest prospectus filed pursuant to Rule 424(b)
     (File No. 33-57069), including the Company's Balance Sheet as of December
     22, 1994.

          (b)  The description of the Company's Common Stock contained in the
     prospectus included in the Company's registration statement on Form S-4
     filed with the Commission under the Securities Act of 1933 (File No. 33-
     57069) under the caption "CERTAIN ADDITIONAL INFORMATION CONCERNING
     HOLDINGS--DESCRIPTION OF CAPITAL STOCK ".

     The following documents filed with the Commission by Burlington Northern
Inc. ("BNI") are incorporated in this Registration Statement by reference:

          (a)  BNI's Annual Report on Form 10-K for the year ended December 31,
1994;

          (b)  BNI's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1995; and

          (c)  BNI's Current Reports on Form 8-K dated January 19, 1995 and 
January 24, 1995 and an amendment to Form 8-K on Form 8-K/A dated January 24, 
1995.

     The following documents filed with the Commission by Santa Fe Pacific
Corporation ("SFP") are incorporated in this Registration Statement by
reference:

          (a)  SFP's Annual Report on Form 10-K for the year ended December 31,
1994;

          (b)  SFP's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1995; and

          (c)  SFP's Current Reports on Form 8-K reporting events as of January
18, 1995, January 24, 1995, February 21, 1995, March 7, 1995, April 19, 1995,
and May 31, 1995.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

                                      II-1
<PAGE>
 
Item 4.  Description of Securities
----------------------------------

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

     Not Applicable.

                                      II-2
<PAGE>
 
Item 6.  Indemnification of Directors and Officers
--------------------------------------------------

     Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

     Article X of the Bylaws of the Company requires indemnification to the full
extent permitted under Delaware law as from time to time in effect. Subject to
any liabilities imposed by Delaware law, the Bylaws provide an unconditional
right to indemnification for all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) actually and reasonably incurred by any person in connection
with any actual or threatened proceeding (including, to the extent permitted by
law, any derivative action) by reason of the fact that such person is or was
serving as a director or officer of the Company or, at the request of the
Company, of another corporation, partnership, joint venture, trust or other
enterprise, including an employee benefit plan. The Bylaws also provide that the
Company may, by action of its Board of Directors, provide indemnification to its
employees and agents with the same scope and effect as the foregoing
indemnification of directors and officers.

     Officers and directors of the Company are covered by insurance which (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from any alleged "wrongful act" including any
alleged error or misstatement or misleading statement, or wrongful act or
omission or neglect or breach of duty.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

     Article VIII of the Certificate of Incorporation of the Company provides
that to the full extent that the Delaware General Corporation Law, as it now
exists or may hereafter be amended,

                                      II-3
<PAGE>
 
permits the limitation or elimination of the liability of directors, a director
of the Company shall not be liable to the Company or its stockholders from
monetary damages for breach of fiduciary duty as a director. Any amendment to or
repeal of such Article VIII shall not adversely affect any right or protection
of a director of the Company for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.


Item 7.  Exemption from Registration Claimed
--------------------------------------------

     Not applicable.

Item 8.  Exhibits
-----------------

     4.1       Copy of Thrift and Profit Sharing Plan I (incorporated by
               reference to Exhibit 4.1 to BNI registration statement No. 33-
               33825 on form S-8).

     5.1       Opinion of Counsel
               The registrant will submit, or has submitted, the plan and any
               amendment thereto to the Internal Revenue Service ("IRS") in a
               timely manner, and has made or will make all changes required by
               the IRS in order to qualify the plan.

     23.1      Consent of Counsel (included in
               the opinion filed as Exhibit 5.1).

     23.2      Consent of Coopers & Lybrand L.L.P.

     23.3      Consent of Coopers & Lybrand L.L.P.

     23.4      Consent of Price Waterhouse LLP

     24.1      Powers of Attorney (included herein on page II-7).

Item 9.  Undertakings
---------------------

     Rule 415 Offering
     -----------------

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

                                      II-4
<PAGE>
 
     Incorporation of Subsequent Exchange Act Documents by Reference
     ---------------------------------------------------------------

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall he deemed to be
the initial bona fide offering thereof.

     Idemnification of Directors and Officers
     ----------------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
<PAGE>
 
                                  SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act of
     ---------------     
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, State of Texas, on September 22,
1995.



                              BURLINGTON NORTHERN SANTA FE CORPORATION

                              By:   /s/ Robert D. Krebs
                                    ---------------------------------
                                    Robert D. Krebs
                                    President and
                                    Chief Executive Officer

                                      II-6
<PAGE>
 
                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Gerald Grinstein, Robert D. Krebs and Jeffrey R. Moreland, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him or her in his or her name, place and
stead, in any and all capacities, to sign any post-effective amendments to this
Registration Statement, and any and all documents in connection therewith, and
to file the same, with all exhibits thereto, and all documents in connection
therewith with the Securities and Exchange Commission under the Securities Act
of 1933, grants to said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, and hereby ratifies, approves and confirms all that each of
such attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE> 
<CAPTION> 

Signature                Title                                Date
---------                -----                                ----
<S>                      <C>                                  <C> 
                                                             
/s/ Gerald Grinstein     Chairman of the Board and Director   September 22, 1995
-----------------------
Gerald Grinstein                                               
                                                               
/s/ Robert D. Krebs      President, Chief Executive Officer   September 22, 1995
-----------------------  and Director
Robert D. Krebs                                      
                                                               
/s/ Denis E. Springer    Senior Vice President and            September 22, 1995
-----------------------  Chief Financial Officer
Denis E. Springer             
               
/s/ Thomas N. Hund       Vice President and Controller        September 22, 1995
-----------------------
Thomas N. Hund                                               
                                                             
/s/ Joseph F. Alibrandi  Director                             September 22, 1995
-----------------------
Joseph F. Alibrandi                                          
                                                             
/s/ Jack S. Blanton      Director                             September 22, 1995
-----------------------
Jack S. Blanton                                              
                                                             
/s/ John J. Burns, Jr.   Director                             September 22, 1995
-----------------------
John J. Burns, Jr.                                           
                                                             
/s/ Daniel P. Davison    Director                             September 22, 1995
-----------------------
Daniel P. Davison     
</TABLE> 

                                     II-7

<PAGE>

<TABLE> 
<S>                          <C>                            <C>  
/s/ George Deukmejian        Director                       September 22, 1995
---------------------------
George Deukmejian                                            
                                                             
                                                             
/s/ Daniel J. Evans          Director                       September 22, 1995
---------------------------
Daniel J. Evans                                              
                                                             
                                                             
/s/ Barbara Jordan           Director                       September 22, 1995
---------------------------
Barbara Jordan                                               
                                                             
                                                             
/s/ Bill M. Lindig           Director                       September 22, 1995
---------------------------
Bill M. Lindig                                               
                                                             
                                                             
/s/ Ben F. Love              Director                       September 22, 1995
---------------------------
Ben F. Love                                                  
                                                             
                                                             
/s/ Roy S. Roberts           Director                       September 22, 1995
---------------------------
Roy S. Roberts                                               
                                                             
                                                             
/s/ Marc J. Shapiro          Director                       September 22, 1995
---------------------------
Marc J. Shapiro                                              
                                                             
                                                             
/s/ Arnold R. Weber          Director                       September 22, 1995
---------------------------
Arnold R. Weber                                              
                                                             
                                                             
/s/ Robert H. West           Director                       September 22, 1995
---------------------------
Robert H. West                                               
                                                             
                                                             
/s/ J. Steven Whisler        Director                       September 22, 1995
---------------------------
J. Steven Whisler                                            
                                                             
                                                             
/s/ Edward E. Whitacre, Jr.  Director                       September 22, 1995
---------------------------
Edward E. Whitacre, Jr.


/s/ Ronald B. Woodard        Director                       September 22, 1995
---------------------------
Ronald B. Woodard


/s/ Michael B. Yanney        Director                       September 22, 1995
---------------------------
Michael B. Yanney

</TABLE> 

                                     II-8
<PAGE>
 
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     ---------                                                                 
Employee Benefits Committee of the Burlington Northern Santa Fe Corporation have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on September 22, 1995.



                                      BURLINGTON NORTHERN SANTA FE CORPORATION
                                          THRIFT AND PROFIT SHARING PLAN I



                                          By: /s/ James B. Dagnon
                                              ----------------------------------
                                              James B. Dagnon

                                          MEMBER, EMPLOYEE BENEFITS COMMITTEE

                                        

                                      II-9
<PAGE>
 
                                 EXHIBIT INDEX


                                                                 Sequentially
Exhibit Number     Description of Exhibit                        Numbered Page
--------------     ----------------------                        -------------

4.1                Copy of Thirft & Profit Sharing Plan I
                   (incorporated by reference to Exhibit 4.1
                   to BNI registration statement No. 33-33825
                   on Form S-8).

5.1                Opinion of Counsel

23.1               Consent of Counsel (included in
                   the opinion filed as Exhibit 5.1)

23.2               Consent of Coopers & Lybrand L.L.P.

23.3               Consent of Coopers & Lybrand L.L.P.

23.4               Consent of Price Waterhouse LLP

24.1               Powers of Attorney (included
                   on page II-7).
[{"type": "S-8", "sequence": "1", "description": "THRIFT SHARING PLAN", "secsgml_size_bytes": 24675}]
{"company-data": {"conformed-name": "BURLINGTON NORTHERN SANTE FE CORP", "cik": "0000934612", "assigned-sic": "4011", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62831", "film-number": "95575385"}, "business-address": {"street1": "3800 CONTINENTAL PLZ", "street2": "777 MAIN ST", "city": "FT WORTH", "state": "TX", "zip": "76102", "phone": "8173332000"}, "mail-address": {"street1": "3800 CONTINENTAL PLAZA", "street2": "777 MAIN STREET", "city": "FORT WORTH", "state": "TX", "zip": "76102-5384"}, "former-company": {"former-conformed-name": "BNSF CORP", "date-changed": "19941223"}}
As filed with the Securities and Exchange Commission on September 22, 1995
                                                  Registration No. 33-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                          ---------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933

                    BURLINGTON NORTHERN SANTA FE CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   EIN 41-1804964
(State or other jurisdiction of                      (I.R.S. Employer 
 incorporation or organization)                     Identification No.) 

                            3800 Continental Plaza
                                777 Main Street
                         Fort Worth, Texas 76102-5384
                                (817) 333-2000
   (Address, including zip code, and telephone number of Principal Executive
                                   Offices)

                    BURLINGTON NORTHERN SANTA FE CORPORATION
                        THRIFT AND PROFIT SHARING PLAN I
                            (Full title of the plan)
                           Jeffrey R. Moreland, Esq.
                 Senior Vice President, Law and General Counsel
                    Burlington Northern Santa Fe Corporation
                              1700 East Golf Road
                          Schaumburg, Illinois  60173
                                 (708) 995-6000
           (Name, address and telephone number of agent for service)
                         CALCULATION  OF REGISTRATION FEE
==============================================================================================
 
  Title of                             Proposed maximum     Proposed maximum      Amount of 
securities to be    Amount to be       offering price       aggregate offering    registration 
  registered        registered         per unit (1)         price                 fee  
==============================================================================================
Common Stock        2,000,000 shares   $74.88               $149,760,000          $51,641.38
Interests in the
Plan(2)
----------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(h), the proposed maximum offering price per unit is
     estimated solely for the purpose of calculating the registration fee and is
     based upon the average of the high and low sales prices of the common stock
     of Burlington Northern Inc., a predecessor of the registrant as reported on
     the consolidated reporting system on September 18, 1995, a date within five
     business days of the date on which this registration statement is being
     filed.
(2)  Pursuant to Rule 416(c), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE
                                ----------------

               As permitted by the rules of the Securities and Exchange
          Commission (the "Commission"), this Registration Statement omits the
          information specified in Part I of Form S-8.  The documents containing
          the information specified in Part I will be delivered to the
          participants in the plan as required by Securities Act Rule 428(b).
          Such documents are not being filed with the Securities and Exchange
          Commission as part of this Registration Statement or as prospectuses
          or prospectus supplements pursuant to Rule 424.

                                       i
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------------------------------------------------

     The following documents filed with the Commission by Burlington Northern
Santa Fe Corporation (the "Company") are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:

          (a)  The Company's latest prospectus filed pursuant to Rule 424(b)
     (File No. 33-57069), including the Company's Balance Sheet as of December
     22, 1994.

          (b)  The description of the Company's Common Stock contained in the
     prospectus included in the Company's registration statement on Form S-4
     filed with the Commission under the Securities Act of 1933 (File No. 33-
     57069) under the caption "CERTAIN ADDITIONAL INFORMATION CONCERNING
     HOLDINGS--DESCRIPTION OF CAPITAL STOCK ".

     The following documents filed with the Commission by Burlington Northern
Inc. ("BNI") are incorporated in this Registration Statement by reference:

          (a)  BNI's Annual Report on Form 10-K for the year ended December 31,
1994;

          (b)  BNI's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1995; and

          (c)  BNI's Current Reports on Form 8-K dated January 19, 1995 and 
January 24, 1995 and an amendment to Form 8-K on Form 8-K/A dated January 24, 
1995.

     The following documents filed with the Commission by Santa Fe Pacific
Corporation ("SFP") are incorporated in this Registration Statement by
reference:

          (a)  SFP's Annual Report on Form 10-K for the year ended December 31,
1994;

          (b)  SFP's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1995; and

          (c)  SFP's Current Reports on Form 8-K reporting events as of January
18, 1995, January 24, 1995, February 21, 1995, March 7, 1995, April 19, 1995,
and May 31, 1995.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

                                      II-1
Item 4.  Description of Securities
----------------------------------

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

     Not Applicable.

                                      II-2
Item 6.  Indemnification of Directors and Officers
--------------------------------------------------

     Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

     Article X of the Bylaws of the Company requires indemnification to the full
extent permitted under Delaware law as from time to time in effect. Subject to
any liabilities imposed by Delaware law, the Bylaws provide an unconditional
right to indemnification for all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) actually and reasonably incurred by any person in connection
with any actual or threatened proceeding (including, to the extent permitted by
law, any derivative action) by reason of the fact that such person is or was
serving as a director or officer of the Company or, at the request of the
Company, of another corporation, partnership, joint venture, trust or other
enterprise, including an employee benefit plan. The Bylaws also provide that the
Company may, by action of its Board of Directors, provide indemnification to its
employees and agents with the same scope and effect as the foregoing
indemnification of directors and officers.

     Officers and directors of the Company are covered by insurance which (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from any alleged "wrongful act" including any
alleged error or misstatement or misleading statement, or wrongful act or
omission or neglect or breach of duty.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

     Article VIII of the Certificate of Incorporation of the Company provides
that to the full extent that the Delaware General Corporation Law, as it now
exists or may hereafter be amended,

                                      II-3
permits the limitation or elimination of the liability of directors, a director
of the Company shall not be liable to the Company or its stockholders from
monetary damages for breach of fiduciary duty as a director. Any amendment to or
repeal of such Article VIII shall not adversely affect any right or protection
of a director of the Company for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.

Item 7.  Exemption from Registration Claimed
--------------------------------------------

     Not applicable.

Item 8.  Exhibits
-----------------

     4.1       Copy of Thrift and Profit Sharing Plan I (incorporated by
               reference to Exhibit 4.1 to BNI registration statement No. 33-
               33825 on form S-8).

     5.1       Opinion of Counsel
               The registrant will submit, or has submitted, the plan and any
               amendment thereto to the Internal Revenue Service ("IRS") in a
               timely manner, and has made or will make all changes required by
               the IRS in order to qualify the plan.

     23.1      Consent of Counsel (included in
               the opinion filed as Exhibit 5.1).

     23.2      Consent of Coopers & Lybrand L.L.P.

     23.3      Consent of Coopers & Lybrand L.L.P.

     23.4      Consent of Price Waterhouse LLP

     24.1      Powers of Attorney (included herein on page II-7).

Item 9.  Undertakings
---------------------

     Rule 415 Offering
     -----------------

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

                                      II-4
Incorporation of Subsequent Exchange Act Documents by Reference
     ---------------------------------------------------------------

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall he deemed to be
the initial bona fide offering thereof.

     Idemnification of Directors and Officers
     ----------------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
     ---------------     
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, State of Texas, on September 22,
1995.

                              BURLINGTON NORTHERN SANTA FE CORPORATION

                              By:   /s/ Robert D. Krebs
                                    ---------------------------------
                                    Robert D. Krebs
                                    President and
                                    Chief Executive Officer

                                      II-6
POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Gerald Grinstein, Robert D. Krebs and Jeffrey R. Moreland, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him or her in his or her name, place and
stead, in any and all capacities, to sign any post-effective amendments to this
Registration Statement, and any and all documents in connection therewith, and
to file the same, with all exhibits thereto, and all documents in connection
therewith with the Securities and Exchange Commission under the Securities Act
of 1933, grants to said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, and hereby ratifies, approves and confirms all that each of
such attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                Title                                Date
---------                -----                                ----
/s/ Gerald Grinstein     Chairman of the Board and Director   September 22, 1995
-----------------------
Gerald Grinstein                                               
                                                               
/s/ Robert D. Krebs      President, Chief Executive Officer   September 22, 1995
-----------------------  and Director
Robert D. Krebs                                      
                                                               
/s/ Denis E. Springer    Senior Vice President and            September 22, 1995
-----------------------  Chief Financial Officer
Denis E. Springer             
               
/s/ Thomas N. Hund       Vice President and Controller        September 22, 1995
-----------------------
Thomas N. Hund                                               
                                                             
/s/ Joseph F. Alibrandi  Director                             September 22, 1995
-----------------------
Joseph F. Alibrandi                                          
                                                             
/s/ Jack S. Blanton      Director                             September 22, 1995
-----------------------
Jack S. Blanton                                              
                                                             
/s/ John J. Burns, Jr.   Director                             September 22, 1995
-----------------------
John J. Burns, Jr.                                           
                                                             
/s/ Daniel P. Davison    Director                             September 22, 1995
-----------------------
Daniel P. Davison
II-7
/s/ George Deukmejian        Director                       September 22, 1995
---------------------------
George Deukmejian                                            
                                                             
                                                             
/s/ Daniel J. Evans          Director                       September 22, 1995
---------------------------
Daniel J. Evans                                              
                                                             
                                                             
/s/ Barbara Jordan           Director                       September 22, 1995
---------------------------
Barbara Jordan                                               
                                                             
                                                             
/s/ Bill M. Lindig           Director                       September 22, 1995
---------------------------
Bill M. Lindig                                               
                                                             
                                                             
/s/ Ben F. Love              Director                       September 22, 1995
---------------------------
Ben F. Love                                                  
                                                             
                                                             
/s/ Roy S. Roberts           Director                       September 22, 1995
---------------------------
Roy S. Roberts                                               
                                                             
                                                             
/s/ Marc J. Shapiro          Director                       September 22, 1995
---------------------------
Marc J. Shapiro                                              
                                                             
                                                             
/s/ Arnold R. Weber          Director                       September 22, 1995
---------------------------
Arnold R. Weber                                              
                                                             
                                                             
/s/ Robert H. West           Director                       September 22, 1995
---------------------------
Robert H. West                                               
                                                             
                                                             
/s/ J. Steven Whisler        Director                       September 22, 1995
---------------------------
J. Steven Whisler                                            
                                                             
                                                             
/s/ Edward E. Whitacre, Jr.  Director                       September 22, 1995
---------------------------
Edward E. Whitacre, Jr.

/s/ Ronald B. Woodard        Director                       September 22, 1995
---------------------------
Ronald B. Woodard

/s/ Michael B. Yanney        Director                       September 22, 1995
---------------------------
Michael B. Yanney
II-8
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     ---------                                                                 
Employee Benefits Committee of the Burlington Northern Santa Fe Corporation have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on September 22, 1995.

                                      BURLINGTON NORTHERN SANTA FE CORPORATION
                                          THRIFT AND PROFIT SHARING PLAN I

                                          By: /s/ James B. Dagnon
                                              ----------------------------------
                                              James B. Dagnon

                                          MEMBER, EMPLOYEE BENEFITS COMMITTEE

                                        

                                      II-9
EXHIBIT INDEX

                                                                 Sequentially
Exhibit Number     Description of Exhibit                        Numbered Page
--------------     ----------------------                        -------------

4.1                Copy of Thirft & Profit Sharing Plan I
                   (incorporated by reference to Exhibit 4.1
                   to BNI registration statement No. 33-33825
                   on Form S-8).

5.1                Opinion of Counsel

23.1               Consent of Counsel (included in
                   the opinion filed as Exhibit 5.1)

23.2               Consent of Coopers & Lybrand L.L.P.

23.3               Consent of Coopers & Lybrand L.L.P.

23.4               Consent of Price Waterhouse LLP

24.1               Powers of Attorney (included
                   on page II-7).