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
                          1996 STOCK INCENTIVE 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   
                               Maximum     Proposed
 Title of                     Offering      Maximum
Securities       Amount         Price      Aggregate     Amount of
  to be           to be          Per        Offering    Registration
Registered      Registered      Share        Price*          Fee


Common Stock,   10,000,000         
$.01 par value   Shares       $85.6875    $856,875,000   $295,474.14


*     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 1996 Stock Incentive Plan.  Incorporated
        by reference to Appendix B 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": 16638}]
{"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": "333-03277", "film-number": "96557580"}, "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
                          1996 STOCK INCENTIVE 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   
                               Maximum     Proposed
 Title of                     Offering      Maximum
Securities       Amount         Price      Aggregate     Amount of
  to be           to be          Per        Offering    Registration
Registered      Registered      Share        Price*          Fee

Common Stock,   10,000,000         
$.01 par value   Shares       $85.6875    $856,875,000   $295,474.14

*     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 1996 Stock Incentive Plan.  Incorporated
        by reference to Appendix B 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).