As filed with the Securities and Exchange Commission on May 7, 1996
                                                                             

                                                          File No. 333-

                      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                    41-1804964
             (STATE OR OTHER JURISDICTION       (I.R.S. EMPLOYER
          OF INCORPORATION OR ORGANIZATION)     IDENTIFICATION NO.)


                  3800 CONTINENTAL PLAZA           76102
                     777 MAIN STREET             (ZIP CODE)
                    FORT WORTH, TEXAS 
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                (817) 333-2000


                         BURLINGTON NORTHERN SANTA FE
                      NON-EMPLOYEE DIRECTORS' STOCK PLAN
                           (FULL TITLE OF THE PLAN)

                              JEFFREY R. MORELAND
                             1700 EAST GOLF ROAD
                       SCHAUMBURG, ILLINOIS  60173-5860
                                (847) 995-6805
                             (AGENT FOR SERVICE)
                                      

                        CALCULATION OF REGISTRATION FEE


                                       Proposed        Proposed
                                        Maximum         Maximum     Amount of
Title of Securities  Amount to be    Offering Price    Aggregate   Registration
to be Registered      Registered       Per Share*    Offering Price     Fee


Common Stock,          300,000
$.01 par value         shares            $85.6875     $25,706,250   $8,864.22


*     Estimated solely for the purpose of computing the registration fee on
      the basis of the average of the high and low prices for the Common Stock
      as reported on the New York Stock Exchange on May 3, 1996.


<PAGE>


                                    PART II


                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have heretofore been filed by Burlington
Northern Santa Fe Corporation (the "Company" or "Registrant") with the
Securities and Exchange Commission, are incorporated herein by reference:

     (a)     The Company's Annual Report on Form 10-K for the year ended
             December 31, 1995.

     (b)     The Company's Current Reports on Form 8-K dated February 13, 1996
             and April 12, 1996.

     (c)     The description of the common stock, $.01 par value per share, of
             the  Company (the "Common Stock") contained in the section
             entitled "Certain Additional Information Concerning Holdings" from
             the Prospectus dated January 13,  1995,  included as part of the
             Registration Statement on Form S-4 (Nos. 33-56183, 33-57069) of
             Burlington Northern Inc. and the Registrant.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior  to  the  filing  of a post-effective amendment which indicates that all
securities  offered  have  been  sold or which deregisters all securities then
remaining  unsold,  shall be deemed to be incorporated herein by reference and
shall be deemed a part hereof from the date of filing of such documents.




 ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.


 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is incorporated under the laws of the State of Delaware.  The
General Corporation Law of the State of Delaware (the "Delaware Statute")
provides  for indemnification of directors, officers, and employees in certain
situations.  The Delaware Statute, by its terms, expressly permits
indemnification  where  such a person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the corporation's best
interests,  and,  in a criminal action, if such person had no reasonable cause
to  believe that his or her conduct was unlawful.  In the case of a claim by a
third  party  (i.e., a party other than the corporation), the Delaware Statute
expressly permits indemnifications for expenses, judgments, settlement
payments,  and  other costs.  In the case of a claim by or in the right of the
corporation  (including  stockholder  derivative  suits), the Delaware Statute
expressly  provides for indemnification for expenses only, and not for amounts
paid in judgment or settlement of such actions.  Moreover, a corporation
cannot, under the Delaware Statute, provide for indemnification against
expenses in the case of an action by or in the right of the corporation if the
person  seeking  indemnification is adjudged liable to the corporation, unless
the  indemnification is ordered by a court.  The Delaware Statute also permits
advancement of expenses to directors and officers upon receipt of an
undertaking  by  such  director or officer to repay all amounts advanced if it
shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation.  In


<PAGE>

addition, the Delaware Statute specifically provides that its terms shall not
be deemed exclusive of any other right to indemnification to which a director,
officer, or employee may be entitled under any by-law, agreement, or vote of
stockholders or disinterested directors.

The By-Laws of the Company provide that the Company shall indemnify and
hold harmless, to the full extent permitted by law, any person made, or
threatened to be made, a party to an action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he or she is or was a director or officer of the Company, or served or serves
as a director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, at the request of the Company.

The Company also maintains directors' and officers' liability insurance
which purports to insure the Company against certain costs of indemnification
which may be incurred by the Company pursuant to the foregoing provisions, and
to insure directors and officers of the Company against certain liabilities
incurred by them in the discharge of their function as such officers and
directors, except for liabilities resulting from their own malfeasance.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.  EXHIBITS.

     See Index to Exhibits which is incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.

     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:

             (i)     To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

             (ii)    To reflect in the prospectus any facts or events arising
                     after  the  effective date of the registration statement
                     (or the most recent post-effective  amendment  thereof)
                     which, individually or in the aggregate, represent a
                     fundamental change in the information set forth in the
                     registration statement; provided that, notwithstanding
                     the foregoing, any increase or decrease in volume of
                     securities offered (if the total dollar value of
                     securities offered would not exceed that which was
                     registered) and any deviation from the low or high end
                     of the estimated maximum offering range may be reflected
                     in the form of prospectus filed with the Commission
                     pursuant to Rule 424(b) if, in the aggregate, the
                     changes in volume and price represent no more than a 20
                     percent change in the maximum aggregate offering price
                     set forth in the "Calculation of Registration Fee" table
                     in the effective registration statement; and


<PAGE>

             (iii)   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;

                     Provided, however, that paragraphs (i) and (ii) above do
                     not  apply if the registration statement is on Form S-3
                     or Form S-8, and the information required to be included
                     in a post-effective amendment by those paragraphs is
                     contained in periodic reports filed by the Registrant
                     pursuant to section 13 or section 15(d) of the
                     Securities Exchange Act of 1934 that are incorporated by
                     reference in the registration statement.

     2.     That, for the purpose of determining any liability under the
            Securities Act of 1933, 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.


The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 be deemed to be the initial bona fide offering
thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of the Registrant's articles of
incorporation or by-laws 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 of 1933 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 of 1933 and
will be governed by the final adjudication of such issue.



<PAGE>


                                  SIGNATURES

     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 Village of Schaumburg, State of Illinois, on
May 7, 1996.



     BURLINGTON NORTHERN SANTA FE CORPORATION


     By /s/ Jeffrey R. Moreland
            Jeffrey R. Moreland
            Senior Vice President-Law and General Counsel



<PAGE>

                              POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes any
Authorized  Officer  acting alone to execute in the name of such person and in
the  capacity indicated below, and to file, any amendments to the Registration
Statement  which  any Authorized Person deems necessary or advisable to enable
the  Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
in respect thereof, and to take any other action on behalf of such person
which any Authorized Officer deems necessary or desirable in connection
herewith.  The term "Authorized Officer" as applied with respect to any action
taken pursuant to this authorization means (i) any person who is the
Registrant's  Chairman,  President,  or  Senior Vice President-Law and General
Counsel  at  the time such action shall be taken and (ii) any other officer of
the  Registrant or of a wholly-owned subsidiary of the Registrant who shall be
authorized by any person identified in clause (i) to act as an Authorized
Officer for purposes of this paragraph.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 18th day of April, 1996.




/s/ Robert D. Krebs
Robert  D.  Krebs,  President and Chief Executive Officer
(Principal Executive Officer) and Director

/s/ Denis E. Springer
Denis E. Springer, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ Thomas N. Hund
Thomas N. Hund, Vice President and Controller
(Principal Accounting Officer)

/s/ Joseph F. Alibrandi
Joseph F. Alibrandi, Director

/s/ Jack S. Blanton
Jack S. Blanton, Director

/s/ John J. Burns, Jr.
John J. Burns, Jr., Director

/s/ Daniel P. Davison
Daniel P. Davison, Director

/s/ George Deukmejian
George Deukmejian, Director

/s/ Bill M. Lindig
Bill M. Lindig, Director

/s/ Daniel J. Evans
Daniel J. Evans, Director

/s/ Ben F. Love
Ben F. Love, Director

/s/ Roy S. Roberts
Roy S. Roberts, Director

/s/ Marc J. Shapiro
Marc J. Shapiro, Director

/s/ Arnold R. Weber
Arnold R. Weber, Director

/s/ Robert H. West
Robert H. West, Director

/s/ J. Steven Whisler
J. Steven Whisler, Director

/s/ Edward E. Whitacre, Jr.
Edward F. Whitacre, Jr., Director

/s/ Ronald B. Woodard
Ronald B. Woodard, Director

/s/ Michael B. Yanney
Michael B. Yanney, Director



<PAGE>



                              INDEX TO EXHIBITS

Exhibit           
Number     Description of Document    

4.1      Amended and Restated Certificate of Incorporation of the Registrant.
         Incorporated  by reference to Exhibit 3.1 to the Registrant's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1995.

4.2      By-Laws of the Registrant.  Incorporated  by reference to Exhibit 3.2
         to the Registrant's Report on Form 10-K for the fiscal year ended
         December 31, 1995.

5        Opinion of Mayer, Brown & Platt

10       Burlington Northern Santa Fe Non-Employee Directors' Stock Plan. 
         Incorporated by reference to Appendix A to the Registrant's
         Annual Meeting Proxy Statement dated March 5, 1996.

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

23.2     Consent of Mayer, Brown & Platt (included in its opinion filed as
         Exhibit 5 hereto).

24       Power of Attorney (included with signature page to the registration
         statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16378}]
{"company-data": {"conformed-name": "BURLINGTON NORTHERN SANTA FE CORP", "cik": "0000934612", "assigned-sic": "4011", "irs-number": "411804964", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03275", "film-number": "96557575"}, "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": "BURLINGTON NORTHERN SANTE FE CORP", "date-changed": "19950913"}, {"former-conformed-name": "BNSF CORP", "date-changed": "19941223"}]}
As filed with the Securities and Exchange Commission on May 7, 1996
                                                                             

                                                          File No. 333-

                      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                    41-1804964
             (STATE OR OTHER JURISDICTION       (I.R.S. EMPLOYER
          OF INCORPORATION OR ORGANIZATION)     IDENTIFICATION NO.)

                  3800 CONTINENTAL PLAZA           76102
                     777 MAIN STREET             (ZIP CODE)
                    FORT WORTH, TEXAS 
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                (817) 333-2000

                         BURLINGTON NORTHERN SANTA FE
                      NON-EMPLOYEE DIRECTORS' STOCK PLAN
                           (FULL TITLE OF THE PLAN)

                              JEFFREY R. MORELAND
                             1700 EAST GOLF ROAD
                       SCHAUMBURG, ILLINOIS  60173-5860
                                (847) 995-6805
                             (AGENT FOR SERVICE)
                                      

                        CALCULATION OF REGISTRATION FEE

                                       Proposed        Proposed
                                        Maximum         Maximum     Amount of
Title of Securities  Amount to be    Offering Price    Aggregate   Registration
to be Registered      Registered       Per Share*    Offering Price     Fee

Common Stock,          300,000
$.01 par value         shares            $85.6875     $25,706,250   $8,864.22

*     Estimated solely for the purpose of computing the registration fee on
      the basis of the average of the high and low prices for the Common Stock
      as reported on the New York Stock Exchange on May 3, 1996.
PART II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have heretofore been filed by Burlington
Northern Santa Fe Corporation (the "Company" or "Registrant") with the
Securities and Exchange Commission, are incorporated herein by reference:

     (a)     The Company's Annual Report on Form 10-K for the year ended
             December 31, 1995.

     (b)     The Company's Current Reports on Form 8-K dated February 13, 1996
             and April 12, 1996.

     (c)     The description of the common stock, $.01 par value per share, of
             the  Company (the "Common Stock") contained in the section
             entitled "Certain Additional Information Concerning Holdings" from
             the Prospectus dated January 13,  1995,  included as part of the
             Registration Statement on Form S-4 (Nos. 33-56183, 33-57069) of
             Burlington Northern Inc. and the Registrant.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior  to  the  filing  of a post-effective amendment which indicates that all
securities  offered  have  been  sold or which deregisters all securities then
remaining  unsold,  shall be deemed to be incorporated herein by reference and
shall be deemed a part hereof from the date of filing of such documents.

 ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is incorporated under the laws of the State of Delaware.  The
General Corporation Law of the State of Delaware (the "Delaware Statute")
provides  for indemnification of directors, officers, and employees in certain
situations.  The Delaware Statute, by its terms, expressly permits
indemnification  where  such a person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the corporation's best
interests,  and,  in a criminal action, if such person had no reasonable cause
to  believe that his or her conduct was unlawful.  In the case of a claim by a
third  party  (i.e., a party other than the corporation), the Delaware Statute
expressly permits indemnifications for expenses, judgments, settlement
payments,  and  other costs.  In the case of a claim by or in the right of the
corporation  (including  stockholder  derivative  suits), the Delaware Statute
expressly  provides for indemnification for expenses only, and not for amounts
paid in judgment or settlement of such actions.  Moreover, a corporation
cannot, under the Delaware Statute, provide for indemnification against
expenses in the case of an action by or in the right of the corporation if the
person  seeking  indemnification is adjudged liable to the corporation, unless
the  indemnification is ordered by a court.  The Delaware Statute also permits
advancement of expenses to directors and officers upon receipt of an
undertaking  by  such  director or officer to repay all amounts advanced if it
shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation.  In
addition, the Delaware Statute specifically provides that its terms shall not
be deemed exclusive of any other right to indemnification to which a director,
officer, or employee may be entitled under any by-law, agreement, or vote of
stockholders or disinterested directors.

The By-Laws of the Company provide that the Company shall indemnify and
hold harmless, to the full extent permitted by law, any person made, or
threatened to be made, a party to an action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he or she is or was a director or officer of the Company, or served or serves
as a director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, at the request of the Company.

The Company also maintains directors' and officers' liability insurance
which purports to insure the Company against certain costs of indemnification
which may be incurred by the Company pursuant to the foregoing provisions, and
to insure directors and officers of the Company against certain liabilities
incurred by them in the discharge of their function as such officers and
directors, except for liabilities resulting from their own malfeasance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

     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:

             (i)     To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

             (ii)    To reflect in the prospectus any facts or events arising
                     after  the  effective date of the registration statement
                     (or the most recent post-effective  amendment  thereof)
                     which, individually or in the aggregate, represent a
                     fundamental change in the information set forth in the
                     registration statement; provided that, notwithstanding
                     the foregoing, any increase or decrease in volume of
                     securities offered (if the total dollar value of
                     securities offered would not exceed that which was
                     registered) and any deviation from the low or high end
                     of the estimated maximum offering range may be reflected
                     in the form of prospectus filed with the Commission
                     pursuant to Rule 424(b) if, in the aggregate, the
                     changes in volume and price represent no more than a 20
                     percent change in the maximum aggregate offering price
                     set forth in the "Calculation of Registration Fee" table
                     in the effective registration statement; and
(iii)   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;

                     Provided, however, that paragraphs (i) and (ii) above do
                     not  apply if the registration statement is on Form S-3
                     or Form S-8, and the information required to be included
                     in a post-effective amendment by those paragraphs is
                     contained in periodic reports filed by the Registrant
                     pursuant to section 13 or section 15(d) of the
                     Securities Exchange Act of 1934 that are incorporated by
                     reference in the registration statement.

     2.     That, for the purpose of determining any liability under the
            Securities Act of 1933, 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.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 be deemed to be the initial bona fide offering
thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of the Registrant's articles of
incorporation or by-laws 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 of 1933 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 of 1933 and
will be governed by the final adjudication of such issue.
SIGNATURES

     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 Village of Schaumburg, State of Illinois, on
May 7, 1996.

     BURLINGTON NORTHERN SANTA FE CORPORATION

     By /s/ Jeffrey R. Moreland
            Jeffrey R. Moreland
            Senior Vice President-Law and General Counsel
POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes any
Authorized  Officer  acting alone to execute in the name of such person and in
the  capacity indicated below, and to file, any amendments to the Registration
Statement  which  any Authorized Person deems necessary or advisable to enable
the  Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
in respect thereof, and to take any other action on behalf of such person
which any Authorized Officer deems necessary or desirable in connection
herewith.  The term "Authorized Officer" as applied with respect to any action
taken pursuant to this authorization means (i) any person who is the
Registrant's  Chairman,  President,  or  Senior Vice President-Law and General
Counsel  at  the time such action shall be taken and (ii) any other officer of
the  Registrant or of a wholly-owned subsidiary of the Registrant who shall be
authorized by any person identified in clause (i) to act as an Authorized
Officer for purposes of this paragraph.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 18th day of April, 1996.

/s/ Robert D. Krebs
Robert  D.  Krebs,  President and Chief Executive Officer
(Principal Executive Officer) and Director

/s/ Denis E. Springer
Denis E. Springer, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ Thomas N. Hund
Thomas N. Hund, Vice President and Controller
(Principal Accounting Officer)

/s/ Joseph F. Alibrandi
Joseph F. Alibrandi, Director

/s/ Jack S. Blanton
Jack S. Blanton, Director

/s/ John J. Burns, Jr.
John J. Burns, Jr., Director

/s/ Daniel P. Davison
Daniel P. Davison, Director

/s/ George Deukmejian
George Deukmejian, Director

/s/ Bill M. Lindig
Bill M. Lindig, Director

/s/ Daniel J. Evans
Daniel J. Evans, Director

/s/ Ben F. Love
Ben F. Love, Director

/s/ Roy S. Roberts
Roy S. Roberts, Director

/s/ Marc J. Shapiro
Marc J. Shapiro, Director

/s/ Arnold R. Weber
Arnold R. Weber, Director

/s/ Robert H. West
Robert H. West, Director

/s/ J. Steven Whisler
J. Steven Whisler, Director

/s/ Edward E. Whitacre, Jr.
Edward F. Whitacre, Jr., Director

/s/ Ronald B. Woodard
Ronald B. Woodard, Director

/s/ Michael B. Yanney
Michael B. Yanney, Director
INDEX TO EXHIBITS

Exhibit           
Number     Description of Document    

4.1      Amended and Restated Certificate of Incorporation of the Registrant.
         Incorporated  by reference to Exhibit 3.1 to the Registrant's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1995.

4.2      By-Laws of the Registrant.  Incorporated  by reference to Exhibit 3.2
         to the Registrant's Report on Form 10-K for the fiscal year ended
         December 31, 1995.

5        Opinion of Mayer, Brown & Platt

10       Burlington Northern Santa Fe Non-Employee Directors' Stock Plan. 
         Incorporated by reference to Appendix A to the Registrant's
         Annual Meeting Proxy Statement dated March 5, 1996.

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

23.2     Consent of Mayer, Brown & Platt (included in its opinion filed as
         Exhibit 5 hereto).

24       Power of Attorney (included with signature page to the registration
         statement).