<PAGE>
 
     As filed with the Securities and Exchange Commission on July 25, 1995
                                                          Registration No.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
 
                               ----------------
 
                            BURLINGTON NORTHERN INC.
               (Exact name of issuer as specified in its charter)
 
                               ----------------
 
                DELAWARE                               41-1400580
      (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification No.)
 
                             3800 Continental Plaza
                                777 Main Street
                            Fort Worth, Texas 76102
          (Address of principal executive offices, including zip code)
 
                               ----------------
 
                     1995 BURLINGTON NORTHERN INC. 2.5 CLUB
                               STOCK OPTION PLAN
                            (Full title of the Plan)
 
                                EDMUND W. BURKE
                  Executive Vice President, Law and Secretary
 
                            BURLINGTON NORTHERN INC.
                             3800 Continental Plaza
                                777 Main Street
                            Fort Worth, Texas 76102
           (Name, address, and telephone number of agent for service)
 
                               ----------------
 
    Approximate date of proposed commencement of sales pursuant to the Plan:
     From time to time after the Registration Statement becomes effective.
 
                        CALCULATION OF REGISTRATION FEE
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       PROPOSED     PROPOSED
                                                        MAXIMUM      MAXIMUM
                                              AMOUNT   OFFERING     AGGREGATE   AMOUNT OF
            TITLE OF SECURITIES               TO BE    PRICE PER    OFFERING   REGISTRATION
             TO BE REGISTERED               REGISTERED   SHARE        PRICE        FEE
- -------------------------------------------------------------------------------------------
<S>                                         <C>        <C>         <C>         <C>
Common Stock...............................  300,000    $67.750(1) $20,325,000    $7,009
</TABLE>
- --------------------------------------------------------------------------------
 
(1) Estimated solely for the purpose of calculation of the registration fee
    pursuant to Rule 457(h) based on the average of the high and low prices of
    the Registrant's Common Stock on the consolidated reporting system on July
    21, 1995.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
 
PROSPECTUS

                           BURLINGTON NORTHERN INC.

                        300,000 Shares of Common Stock

                              (without par value)


                         1995 Burlington Northern Inc.

                          2.5 Club Stock Option Plan

                           ------------------------

     This Prospectus covers 300,000 shares of Common Stock, subject to 
adjustment, as hereinafter set forth, of Burlington Northern Inc. (the 
"Company") offered, as set forth herein, to certain employees of the Company and
its Subsidiaries pursuant to stock options granted under The 1995 Burlington 
Northern Inc. 2.5 Club Stock Option Plan (the "Plan") described herein.

                           ------------------------

                  THESE SECURITIES HAVE NOT BEEN APPROVED BY
                THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                           ------------------------

                 The date of this Prospectus is July 25, 1995






<PAGE>
 
                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance 
therewith files reports, proxy statements and other information with the 
Securities and Exchange Commission (the "SEC").  Such reports, proxy statements
and other information can be inspected and copied at the public reference 
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth 
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at 500 
West Madison Street, Suite 1400, Chicago, Illinois 60604, and World Trade
Center, Thirteenth Floor, New York, New York 10048, and copies of such material
can be obtained from the Public Reference Section of the SEC in Washington,
D.C., at prescribed rates. In addition, reports, proxy material and other
information concerning the Company may be inspected at the office of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, at the office of
the Chicago Stock Exchange, 440 South LaSalle Street, One Financial Place,
Chicago, Illinois 60603 and at the office of the Pacific Stock Exchange, 301
Pine Street, San Francisco, California 94104.

     This Prospectus does not contain all the information set forth in the 
Registration Statement (the "Registration Statement"), of which this Prospectus 
is a part, and exhibits relating thereto, which the Company has filed with the 
SEC in Washington, D.C.  Statements contained herein concerning the provisions 
of documents are necessarily summaries of such documents, and each statement is 
qualified in its entirety by reference to the copy of the applicable document 
filed with the Commission.  Copies of the Registration Statement and the 
exhibits thereto are on file at the offices of the Commission and may be 
obtained, upon payment of the fee prescribed by the Commission, or may be 
examined without charge at the public reference facilities of the Commission 
described above.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the SEC are incorporated 
herein by reference and made a part hereof:

     1.  The Company's Annual Report on Form 10-K for the year ended 
December 31, 1994 and Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1995;

     2.  The description of the Company's Common Stock contained in its S-14 
Registration Statement No. 2-71519, effective April 19, 1981; and

     3.  The Company's definitive Proxy Statement, dated March 17, 1995, for the
Annual Meeting of Stockholders on April 20, 1995.

                                       2
<PAGE>
 
     All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.

     The Company hereby undertakes to provide without charge to each person, 
including any beneficial owner, to whom a copy of the Prospectus has been 
delivered, on the written request of any such person, a copy of any or all of 
the documents referred to above which have been or may be incorporated by 
reference in this Prospectus, other than exhibits to such documents. Written 
requests for such copies should be directed to Beverly A. Edwards-Adams, 
Assistant Vice President and Corporate Secretary, Burlington Northern Inc., 
3800 Continental Plaza, 777 Main Street, Fort Worth, Texas 76102-5384, telephone
(817) 333-7951.

                                       3

<PAGE>
 
                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
General...................................................................    5
The Offering..............................................................    5
Description of the Plan
  Purpose.................................................................    5
  Definitions.............................................................    6
  Management Committee....................................................    7
  Eligibility.............................................................    7
  Shares Available for the Plan...........................................    7
  Grant of Options........................................................    8
  Terms and Conditions of Options.........................................    8
  Amendment Termination or Discontinuance of the Plan.....................    9
  Tax Aspects of the Plan.................................................   10
Experts...................................................................   11
Legal Opinion.............................................................   11
Indemnification...........................................................   11

     Neither the delivery of this Prospectus nor any sales hereunder shall under
any circumstances create any implication that there has been no change in the 
affairs of the Company since the date hereof. No person has been authorized to 
give any information or to make any representation, other than those contained 
in this Prospectus, in connection with the offer contained in this Prospectus, 
and if given or made, such other information or representation must not be 
relied upon as having been made by the Company. This Prospectus does not 
constitute an offer by the Company, or any other corporation, person or entity, 
to sell shares of the Company's Common Stock in any state to any person to whom 
it is unlawful to make such offer in such state.

                                       4

<PAGE>
 
                                    GENERAL

     Burlington Northern Inc. was incorporated in Delaware in 1981. Its 
principal executive offices are located at 3800 Continental Plaza, 777 Main 
Street, Fort Worth, Texas 76102, and its telephone number is (817) 333-2000.

                                 THE OFFERING

     The Company is offering a maximum of 300,000 shares of its Common Stock 
(without par value), subject to adjustment, as hereinafter described, to certain
employees of the Company and its Subsidiaries who were members of Burlington 
Northern Railroad Company's ("Railroad") 2.5 Club pursuant to nonqualified stock
options granted under the Plan.

                            DESCRIPTION OF THE PLAN

     Copies of the Plan are available for inspection in the office of the 
Corporate Secretary of the Company at 3800 Continental Plaza, 777 Main Street, 
Fort Worth, Texas 76102. Reference is made to the Plan for complete information.
The information in this Prospectus is a summary only and is subject to and 
qualified by such reference.

Purpose
- -------

     The purpose of the Plan is to promote the interests of the Company and its
     shareholders by furnishing suitable recognition of outstanding safety
     performance by teams of employees who finished 1994 in the 2.5 Club. This
     safety performance has contributed materially to the success of the
     Company. The Plan provides for the grant of stock options, in accordance
     with the terms and conditions set forth below.

                                       5

<PAGE>
 
Definitions
- -----------

     Unless otherwise required by the context, the following terms when used in 
     the Plan shall have the meanings set forth in this section:

     (a)  Board of Directors:  The Board of Directors of the Company.

     (b)  Code: The Internal Revenue Code of 1986, as amended and in effect from
          time to time, and the temporary or final regulations of the Secretary
          of the Treasury adopted pursuant to the Code.

     (c)  Common Stock: The Common Stock of the Company, without par value, or
          such other class of shares or other securities as may be applicable
          pursuant to the provisions of section 5.

     (d)  Exchange Act:  The Securities Exchange Act of 1934, as amended.

     (e)  Management Committee:  The committee designated to administer the Plan
          in accordance with the provisions of section 3. of the Plan.

     (f)  Participant:  Any person who is selected by the Board Committee to 
          receive options hereunder.

     (g)  Nonqualified Option: Options which are not intended to meet the
          requirements of an Incentive Stock Option as defined in Section 422 of
          the Code.

     (h)  Option Price:  The price per share of Common Stock at which each 
          option is exercisable.

     (i)  Permanent Disability: A disability which would qualify a participant
          to receive benefits under the Burlington Northern Inc. Long Term
          Disability Plan (after satisfying the elimination period thereunder)
          as now or hereafter in effect.

     (j)  Subsidiary: An entity that is designated by the Board Committee as a
          subsidiary for purposes of this Plan and that is a corporation (or
          other form of business association that is treated as a corporation
          for tax purposes) of which shares (or other ownership interests)
          having more than 50% of the voting power are owned or controlled,
          directly or indirectly, by the Company so as to qualify as a
          "subsidiary corporation" (within the meaning of Code Section 424(f)).

                                       6

<PAGE>
 
Management Committee
- --------------------

     Except with respect to determinations as to eligibility to participate in
     the Plan and the timing, pricing and amount of awards thereunder, which
     have been determined by the Board of Directors of the Company, the Plan
     shall be administered with respect to Participants by a Management
     Committee composed of the Chief Executive Officer of the Company and the
     Executive Vice President - Safety and Corporate Support of the Railroad and
     such other persons as the Chief Executive Officer shall designate (the
     "Management Committee").

Eligibility
- -----------

     To be eligible for selection to participate in the Plan, an individual must
     be an employee of the Company, or of any Subsidiary, other than an employee
     the Company or any who is an officer or director or a "key employee" of the
     Company and would, in either case, be eligible to receive options under the
     1992 Burlington Northern Inc. Stock Option Incentive Plan, as of the date
     on which the Board of Directors grants to such individual an option. In
     addition, each individual must be a member of a safety team which has 
     qualified for membership in the 2.5 Club for 1994.

Shares Available for the Plan
- -----------------------------

     The maximum number of shares with respect to which options, may at any time
     be granted under the Plan is 300,000 shares of Common Stock, from shares
     held in the Company's treasury or out of the authorized but unissued shares
     of the Company, or partly out of each, as shall be determined by the Board
     of Directors. Upon the expiration or termination in whole or in part of
     unexercised options, shares of Common Stock which were subject thereto
     shall again be available for options.

     In the event of a recapitalization, stock split, stock dividend, exchange
     of shares, merger, reorganization, change in the corporate structure or
     shares of the Company or similar event, the Board of Directors, shall make
     appropriate adjustments in the number of shares authorized for the Plan
     and, with respect to outstanding options, shall make appropriate
     adjustments in the number of shares, amount of any payment, and the Option
     Price.

                                       7



<PAGE>
 
Grant of Options
- ----------------

     Options may be granted to eligible employees in an amount of 25 shares each
     as the Board of Directors shall determine, taking into account whether the
     employee is a member of the 2.5 Club for 1994. The granting of an option
     shall take place when the Board of Directors by resolution, written consent
     or other appropriate action determines to grant such an option to 1994
     members of the 2.5 Club at a particular price. Each option shall be
     evidenced by a written instrument delivered by or on behalf of the Company
     containing provisions not inconsistent with the Plan which may be signed on
     behalf of the Company by printed or facsimile signature.

     An option granted under the Plan will be a Nonqualified Option.

Terms and Conditions of Options
- -------------------------------

     Option Price
     ------------

     The Option Price with respect to each Nonqualified Option is $53.50 which
     was the fair market value of the Common Stock on January 18, 1995.

     Additional Terms.
     ----------------

     Options under the Plan shall be granted subject to the following terms and 
     conditions:

     (a)  Duration of Options. Options shall be exercisable at such time and
          -------------------
          under such conditions as set forth in the option grant, but in no
          event except as set forth below, shall any Stock Option be
          exercisable prior to February 15, 1996 or subsequent to the day before
          the third anniversary of the date thereof i.e., February 14, 1998.

     (b)  Exercise of Options.
          -------------------

          (i)  Subject to the terms of the option grant, an optionee may not
               exercise an option prior to February 15, 1996. This requirement
               is waived in the event of death or Permanent Disability of an
               optionee before such period is completed.

          (ii) Shares of Common Stock covered by an option must be purchased
               only at one time and not in installments if any shares are to be
               purchased. To the extent that the right to purchase shares has
               accrued thereunder,

                                       8

<PAGE>
 
                    options may be exercised at any time by written notice to 
                    the Company.

     (c)  Payment.  Unless otherwise provided in the option grant, the purchase
          ------- 
          price of shares purchased under options shall be paid in full to the
          Company upon the exercise of the option (i) in cash, (ii) by delivery
          of shares of Common Stock (including shares acquired pursuant to the
          exercise of an option other than the option currently being exercised,
          to the extent permitted by applicable regulations) equal in fair
          market value to the purchase price of the shares to be acquired under
          options, or (iii) any combination of cash and Common Stock. The Fair
          Market Value of such Common Stock as delivered shall be valued as of
          the day prior to delivery and shall be the mean between the highest
          and lowest quoted selling price at which the Company's Common Stock
          was sold on such date as reported in the NYSE - Composite Transactions
          by the Wall Street Journal. Shares of Common Stock with a fair market
          value equal to all or a portion of the purchase price of shares
          purchased under options may be withheld from the shares issuable to
          the optionee upon the exercise of the option only if specifically
          authorized in the option grant. The Fair Market Value of such Common
          Stock as is withheld shall be valued as of the day prior to exercise
          of the option.

     (e)  Nontransferability of Options.  During an optionee's lifetime, the
          -----------------------------
          option may be exercisable only by him. Any attempt to transfer,
          assign, pledge, hypothecate or otherwise dispose of the option, or any
          attachment or similar process upon the option, shall cause the rights
          and privileges conferred hereby to become null and void.

Amendment, Termination or Discontinuance of the Plan
- ----------------------------------------------------

     Subject to the Board of Directors, the Management Committee may from time 
     to time make such amendments to the Plan as it may deem proper and in the
     best interest of the Company without further approval of the Board of
     Directors of the Company, including, but not limited to, any amendment
     necessary to ensure that the Company may obtain any regulatory approval
     referred to in section 8 of the Plan; provided, however, that no change in
     any option, theretofore granted may be made without the consent of the
     optionee or holder which would impair the right of the optionee or holder
     to acquire or retain Common Stock, or receive a payment from the Company,
     which he may have acquired as a result of the Plan.

                                       9
<PAGE>
 
     The Board of Directors may at any time suspend the operation of or
     terminate the Plan with respect to any shares of the Company's Common Stock
     not at the time subject to option.

Tax Aspects of the Plan
- -----------------------

     Nonqualified Options.
     --------------------

     Generally, a recipient will not realize taxable income at the time a
     Nonqualified Option is granted nor will the Company be entitled to a
     deduction at that time. Upon exercise, the recipient will generally realize
     ordinary income in the case of the exercise of a Nonqualified Option, in an
     amount equal to the difference between the fair market value of the shares
     at the time of exercise and the option price. At any time, subject to
     proper withholding, the Company will normally be entitled to a tax
     deduction in an amount equal to the amount of ordinary income realized by
     the recipient. Generally, the Company is required to withhold for federal
     income tax purpose, railroad retirement and other taxes payable in
     connection with the exercise of a Non-qualified Option, or otherwise ensure
     that the amount of tax required to be withheld is remitted by the recipient
     to the Company.

     In the event an optionee exercises a Nonqualified Option by surrendering
     Common Stock already owned by the optionee with a fair market value equal
     to all or a portion of the exercise price, the optionee will not recognize
     any gain or loss upon the surrender of already-owned shares of Common Stock
     for an equal number of new shares of Common Stock. In addition, the basis
     and holding period of the old shares is carried over to an equal number of
     new shares.

     Upon the sale of stock acquired upon the exercise of a Nonqualified Option,
     the seller will realize a capital gain or loss, as the case may be, equal
     to the difference between the amount realized on such disposition and the
     employee's basis for the shares. The employee's basis will equal the fair
     market value of the shares acquired upon the exercise as of the date such
     shares were includable in income.

     The foregoing discussion is only a general summary of the federal income
     tax consequences of the grant and exercise of options, and the subsequent
     disposition of shares received pursuant to the exercise of options. It does
     not address all possible tax aspects of such transactions, including the
     tax consequences of restrictions which the company may place on option
     stock. An optionee should consult his or her own tax adviser to determine
     the tax consequences of any particular transaction.

                                      10
<PAGE>
 
     The state income tax treatment of exercising stock options, and selling the
     shares so acquired will vary depending upon the state in which an optionee
     resides. If the optionee is a resident of or is employed in a country other
     than the United States, such optionee may be subject to taxation in
     accordance with the tax laws of that particular country in addition to or
     in lieu of United States federal income taxes. Optionees should consult
     their own tax advisers regarding the tax consequences and compliance
     requirements of any particular transaction.

     The plan is not subject to Section 401(a) of the Code or the Employee 
     Retirement Income Security Act of 1974, as amended.

                                    EXPERTS

     The consolidated financial statements and financial statement schedule of 
the Company included in the Company's Annual Report on Form 10-K for the year 
ending December 31, 1994, ("Form 10-K") incorporated by reference in this 
Prospectus, have been incorporated herein in reliance on the report of Coopers &
Lybrand, L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

                                 LEGAL OPINION

     The legality of the Common Stock offered hereby was passed on for the 
Company by Francis T. Kelly, Esq., Securities and Finance Counsel of the 
Company.  As of July 1, 1995, Mr. Kelly owned 2,915 shares of BNI Common Stock 
and has options to purchase 9,381 additional shares.

                                INDEMNIFICATION

     The By-Laws of the Company provide for indemnification of directors and 
officers to the full extent permitted or allowed by the laws of the State of 
Delaware including liabilities under the Act.

     Insofar as indemnification for liabilities arising under the Act may be 
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of 
the Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is therefore unenforceable.

                                      11

<PAGE>
 
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. Incorporation of Certain Documents by Reference

     The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance 
therewith, files reports, proxy statements, and other information with the 
Commission. The Plan will also file reports with the Commission pursuant to 
certain provisions of the Exchange Act. The following documents filed with the 
Commission by the Company are hereby incorporated by reference in this 
Prospectus:

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

     (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended 
          March 31, 1995;

     (3)  The description of the Company's Common Stock contained in its S-14 
          Registration Statement No. 2-71519, effective April 19, 1981.

     (4)  The Company's definitive Proxy Statement, dated March 17, 1995, for 
          the Annual Meeting of Stockholders on April 20, 1995.

     In addition to the foregoing documents, all documents subsequently filed by
the Company or by the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of 
the Exchange Act, prior to the filing of a post-effective amendment to the 
Registration Statement of which this Prospectus is a part which indicates that 
all securities offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed to be incorporated by reference herein and to 
be a part hereof from the respective date of filing of such documents. Any 
statement incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Prospectus to the extent that a statement 
contained herein or in any other subsequently-filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such 
statement. Any statement modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute part of this Prospectus.

ITEM 5. Experts

     The consolidated financial statements and financial statement schedule of 
the Company included in the Company's Annual Report on Form 10-K for the year 
ended December 31, 1994, incorporated by reference in this Prospectus, have been

                                     II-1

<PAGE>
 
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., 
independent accountants, given on the authority of that firm as experts in 
accounting and auditing.

Legal Opinion

     The legality of the securities offered hereby and compliance with the 
requirements of ERISA has been passed upon for the Company by Francis T. Kelly, 
Esq., Securities and Finance Counsel of the Company.


ITEM 6. Indemnification

      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
attorney's 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, by-laws,
disinterested director vote, stockholder vote, agreement, or otherwise.

     Article X of the by-laws of the Registrant 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 By-laws provide by 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 Registrant or, at the request
of the Registrant, of another corporation, partnership, joint venture, trust, or
other enterprise, including an employee benefit plan. The By-laws also provide
that the Registrant 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.

                                     II-2

<PAGE>
 
     Officers and directors of the Registrant 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.

     It is likely that if underwriters are utilized, they will agree to 
indemnify, under certain conditions, the Registrant, its directors, certain of 
its officers and persons who control the Registrant within the meaning of the 
Securities Act of 1933 against certain liabilities.

     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 Registrant provides
that to the full extent that the Delaware General Corporation Law, as it now 
exists or may hereafter be amended, permits the limitation or elimination of the
liability of directors, a director of the Registrant shall not be liable to 
Registrant 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 any director of the Registrant for 
or with respect to any acts or omissions of such director occurring prior to 
such amendment or repeal.

     The By-laws of the Company provide for indemnification of directors and 
officers to the full extent permitted or allowed by the laws of the state of 
Delaware, including liabilities under the Securities Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company 
pursuant to the foregoing provisions, the Company has been informed that in the 
opinion of the Commission such indemnification is against public policy as 
expressed in the Securities Act and is therefore unenforceable.

                                     II-3

<PAGE>
 
Item 8.  Exhibits

         Exhibit
         Number                     Description of Document
         ------                     -----------------------

           3     Certificate of Incorporation, as amended, and By-laws, 
                 as amended, of Registrant are incorporated by reference 
                 to Exhibit 3 of Registrant's Annual Report on Form 10-K 
                 for the year ended December 31, 1993 (Form 10-K, File No. 
                 1-18159).  
         
          *4     1995 Burlington Northern Inc. 2.5 Club Stock Option Plan
         
          *5     Opinion of Counsel

         *23     Consent of Independent Accountants is filed as Exhibit 23
                 hereto.  Consent of Counsel is contained in the opinion
                 filed as Exhibit 5 to this Registration Statement.  

         *24     Powers of Attorney are contained on the signature page of
                 this Registration Statement.  
         
- ---------------
     * Filed herewith, all other exhibits are incorporated by reference.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Act, each filing of the Registrant's annual 
report pursuant to Section 13(a) of the Securities Exchange Act of 1934, as 
amended, 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.

     The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the Prospectus to each employee to whom the Prospectus is sent or
given, a copy of the Registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case, the Registrant shall state in the Prospectus that it will
promptly furnish without charge, a copy of such report on written request of
the employee. If the last fiscal year of the Registrant has ended within 120
days prior to the use of the Prospectus, the annual report of the Registrant for
the preceding fiscal year may be so delivered, but within such 120-day period

                                     II-4



<PAGE>
 
the annual report for the last fiscal year will be furnished to any such 
employee.

     The undersigned Registrant hereby undertakes to transmit or cause to be 
transmitted to all employees participating in the Plan who do not otherwise 
receive such material as stockholders of the Registrant, at the time and in the 
manner such material is sent to its stockholders, copies of all reports, proxy 
statements, and other communications distributed to its stockholders generally.

                                     II-5
<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 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 this 15th day of 
February 1995.

                                                BURLINGTON NORTHERN INC.

                                                By:  /s/  EDMUND W. BURKE
                                                   -----------------------------
                                                      Edmund W. Burke
                                                      Executive Vice President,
                                                      Law and Secretary

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints 
Edmund W. Burke, Esq., and Douglas J. Babb, Esq., his or her true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to sign any or all Amendments (including post-effective
Amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in 
the capacities as officers and/or directors of Burlington Northern Inc. on the 
15th day of February 1995.

                Signature                           Title
                ---------                           -----


/s/  GERALD GRINSTEIN                 Chairman, Chief Executive
- --------------------------------      Officer and Director
     (Gerald Grinstein)


/s/  DAVID C. ANDERSON                Executive Vice President,
- --------------------------------      Chief Financial Officer
     (David C. Anderson)              and Chief Accounting Officer

                                     II-6


<PAGE>
 
/s/  JACK S. BLANTON                 Director
- -------------------------------
     (Jack S. Blanton)


/s/  DANIEL P. DAVISON               Director
- -------------------------------
     (Daniel P. Davison)


/s/  DANIEL J. EVANS                 Director
- -------------------------------
     (Daniel J. Evans)


/s/  BARBARA C. JORDAN               Director
- -------------------------------
     (Barbara C. Jordan)


/s/  BEN F. LOVE                     Director
- -------------------------------
     (Ben F. Love)     


/s/  ARNOLD R. WEBER                 Director
- -------------------------------
     (Arnold R. Weber)


/s/  EDWARD E. WHITACRE, JR.         Director
- -------------------------------
     (Edward E. Whitacre, Jr.)


/s/  MICHAEL B. YANNEY               Director
- -------------------------------
     (Michael B. Yanney)

                                     II-7
<PAGE>
 
                               INDEX TO EXHIBITS

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

  3     Certificate of Incorporation, as amended, and By-laws, 
        as amended, of Registrant are incorporated by reference 
        to Exhibit 3 of Registrant's Annual Report on Form 10-K 
        for the year ended December 31, 1993 (Form 10-K, File No. 
        1-18159)

 *4     1995 Burlington Northern Inc. 2.5 Club Stock Option Plan

 *5     Opinion of Counsel

*23     Consent of Independent Accountants is filed as Exhibit 23
        hereto.  Consent of Counsel is contained in the opinion
        filed as Exhibit 5 to this Registration Statement

*24     Powers of Attorney are contained on the signature page of
        this Registration Statement

- ---------------
     * Filed herewith, all other exhibits are incorporated by reference
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 43074}]
{"company-data": {"conformed-name": "BURLINGTON NORTHERN INC/DE/", "cik": "0000351979", "assigned-sic": "4011", "irs-number": "411400580", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61287", "film-number": "95555814"}, "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 HOLDING CO", "date-changed": "19810604"}}
As filed with the Securities and Exchange Commission on July 25, 1995
                                                          Registration No.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
 
                               ----------------
 
                            BURLINGTON NORTHERN INC.
               (Exact name of issuer as specified in its charter)
 
                               ----------------
 
                DELAWARE                               41-1400580
      (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification No.)
 
                             3800 Continental Plaza
                                777 Main Street
                            Fort Worth, Texas 76102
          (Address of principal executive offices, including zip code)
 
                               ----------------
 
                     1995 BURLINGTON NORTHERN INC. 2.5 CLUB
                               STOCK OPTION PLAN
                            (Full title of the Plan)
 
                                EDMUND W. BURKE
                  Executive Vice President, Law and Secretary
 
                            BURLINGTON NORTHERN INC.
                             3800 Continental Plaza
                                777 Main Street
                            Fort Worth, Texas 76102
           (Name, address, and telephone number of agent for service)
 
                               ----------------
 
    Approximate date of proposed commencement of sales pursuant to the Plan:
     From time to time after the Registration Statement becomes effective.
 
                        CALCULATION OF REGISTRATION FEE
 
- --------------------------------------------------------------------------------
PROPOSED     PROPOSED
                                                        MAXIMUM      MAXIMUM
                                              AMOUNT   OFFERING     AGGREGATE   AMOUNT OF
            TITLE OF SECURITIES               TO BE    PRICE PER    OFFERING   REGISTRATION
             TO BE REGISTERED               REGISTERED   SHARE        PRICE        FEE
- -------------------------------------------------------------------------------------------
Common Stock...............................  300,000    $67.750(1) $20,325,000    $7,009
- --------------------------------------------------------------------------------
 
(1) Estimated solely for the purpose of calculation of the registration fee
    pursuant to Rule 457(h) based on the average of the high and low prices of
    the Registrant's Common Stock on the consolidated reporting system on July
    21, 1995.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROSPECTUS

                           BURLINGTON NORTHERN INC.

                        300,000 Shares of Common Stock

                              (without par value)

                         1995 Burlington Northern Inc.

                          2.5 Club Stock Option Plan

                           ------------------------

     This Prospectus covers 300,000 shares of Common Stock, subject to 
adjustment, as hereinafter set forth, of Burlington Northern Inc. (the 
"Company") offered, as set forth herein, to certain employees of the Company and
its Subsidiaries pursuant to stock options granted under The 1995 Burlington 
Northern Inc. 2.5 Club Stock Option Plan (the "Plan") described herein.

                           ------------------------

                  THESE SECURITIES HAVE NOT BEEN APPROVED BY
                THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                           ------------------------

                 The date of this Prospectus is July 25, 1995
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance 
therewith files reports, proxy statements and other information with the 
Securities and Exchange Commission (the "SEC").  Such reports, proxy statements
and other information can be inspected and copied at the public reference 
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth 
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at 500 
West Madison Street, Suite 1400, Chicago, Illinois 60604, and World Trade
Center, Thirteenth Floor, New York, New York 10048, and copies of such material
can be obtained from the Public Reference Section of the SEC in Washington,
D.C., at prescribed rates. In addition, reports, proxy material and other
information concerning the Company may be inspected at the office of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, at the office of
the Chicago Stock Exchange, 440 South LaSalle Street, One Financial Place,
Chicago, Illinois 60603 and at the office of the Pacific Stock Exchange, 301
Pine Street, San Francisco, California 94104.

     This Prospectus does not contain all the information set forth in the 
Registration Statement (the "Registration Statement"), of which this Prospectus 
is a part, and exhibits relating thereto, which the Company has filed with the 
SEC in Washington, D.C.  Statements contained herein concerning the provisions 
of documents are necessarily summaries of such documents, and each statement is 
qualified in its entirety by reference to the copy of the applicable document 
filed with the Commission.  Copies of the Registration Statement and the 
exhibits thereto are on file at the offices of the Commission and may be 
obtained, upon payment of the fee prescribed by the Commission, or may be 
examined without charge at the public reference facilities of the Commission 
described above.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the SEC are incorporated 
herein by reference and made a part hereof:

     1.  The Company's Annual Report on Form 10-K for the year ended 
December 31, 1994 and Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1995;

     2.  The description of the Company's Common Stock contained in its S-14 
Registration Statement No. 2-71519, effective April 19, 1981; and

     3.  The Company's definitive Proxy Statement, dated March 17, 1995, for the
Annual Meeting of Stockholders on April 20, 1995.

                                       2
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.

     The Company hereby undertakes to provide without charge to each person, 
including any beneficial owner, to whom a copy of the Prospectus has been 
delivered, on the written request of any such person, a copy of any or all of 
the documents referred to above which have been or may be incorporated by 
reference in this Prospectus, other than exhibits to such documents. Written 
requests for such copies should be directed to Beverly A. Edwards-Adams, 
Assistant Vice President and Corporate Secretary, Burlington Northern Inc., 
3800 Continental Plaza, 777 Main Street, Fort Worth, Texas 76102-5384, telephone
(817) 333-7951.

                                       3
TABLE OF CONTENTS

                                                                            Page
                                                                            ----
General...................................................................    5
The Offering..............................................................    5
Description of the Plan
  Purpose.................................................................    5
  Definitions.............................................................    6
  Management Committee....................................................    7
  Eligibility.............................................................    7
  Shares Available for the Plan...........................................    7
  Grant of Options........................................................    8
  Terms and Conditions of Options.........................................    8
  Amendment Termination or Discontinuance of the Plan.....................    9
  Tax Aspects of the Plan.................................................   10
Experts...................................................................   11
Legal Opinion.............................................................   11
Indemnification...........................................................   11

     Neither the delivery of this Prospectus nor any sales hereunder shall under
any circumstances create any implication that there has been no change in the 
affairs of the Company since the date hereof. No person has been authorized to 
give any information or to make any representation, other than those contained 
in this Prospectus, in connection with the offer contained in this Prospectus, 
and if given or made, such other information or representation must not be 
relied upon as having been made by the Company. This Prospectus does not 
constitute an offer by the Company, or any other corporation, person or entity, 
to sell shares of the Company's Common Stock in any state to any person to whom 
it is unlawful to make such offer in such state.

                                       4
GENERAL

     Burlington Northern Inc. was incorporated in Delaware in 1981. Its 
principal executive offices are located at 3800 Continental Plaza, 777 Main 
Street, Fort Worth, Texas 76102, and its telephone number is (817) 333-2000.

                                 THE OFFERING

     The Company is offering a maximum of 300,000 shares of its Common Stock 
(without par value), subject to adjustment, as hereinafter described, to certain
employees of the Company and its Subsidiaries who were members of Burlington 
Northern Railroad Company's ("Railroad") 2.5 Club pursuant to nonqualified stock
options granted under the Plan.

                            DESCRIPTION OF THE PLAN

     Copies of the Plan are available for inspection in the office of the 
Corporate Secretary of the Company at 3800 Continental Plaza, 777 Main Street, 
Fort Worth, Texas 76102. Reference is made to the Plan for complete information.
The information in this Prospectus is a summary only and is subject to and 
qualified by such reference.

Purpose
- -------

     The purpose of the Plan is to promote the interests of the Company and its
     shareholders by furnishing suitable recognition of outstanding safety
     performance by teams of employees who finished 1994 in the 2.5 Club. This
     safety performance has contributed materially to the success of the
     Company. The Plan provides for the grant of stock options, in accordance
     with the terms and conditions set forth below.

                                       5
Definitions
- -----------

     Unless otherwise required by the context, the following terms when used in 
     the Plan shall have the meanings set forth in this section:

     (a)  Board of Directors:  The Board of Directors of the Company.

     (b)  Code: The Internal Revenue Code of 1986, as amended and in effect from
          time to time, and the temporary or final regulations of the Secretary
          of the Treasury adopted pursuant to the Code.

     (c)  Common Stock: The Common Stock of the Company, without par value, or
          such other class of shares or other securities as may be applicable
          pursuant to the provisions of section 5.

     (d)  Exchange Act:  The Securities Exchange Act of 1934, as amended.

     (e)  Management Committee:  The committee designated to administer the Plan
          in accordance with the provisions of section 3. of the Plan.

     (f)  Participant:  Any person who is selected by the Board Committee to 
          receive options hereunder.

     (g)  Nonqualified Option: Options which are not intended to meet the
          requirements of an Incentive Stock Option as defined in Section 422 of
          the Code.

     (h)  Option Price:  The price per share of Common Stock at which each 
          option is exercisable.

     (i)  Permanent Disability: A disability which would qualify a participant
          to receive benefits under the Burlington Northern Inc. Long Term
          Disability Plan (after satisfying the elimination period thereunder)
          as now or hereafter in effect.

     (j)  Subsidiary: An entity that is designated by the Board Committee as a
          subsidiary for purposes of this Plan and that is a corporation (or
          other form of business association that is treated as a corporation
          for tax purposes) of which shares (or other ownership interests)
          having more than 50% of the voting power are owned or controlled,
          directly or indirectly, by the Company so as to qualify as a
          "subsidiary corporation" (within the meaning of Code Section 424(f)).

                                       6
Management Committee
- --------------------

     Except with respect to determinations as to eligibility to participate in
     the Plan and the timing, pricing and amount of awards thereunder, which
     have been determined by the Board of Directors of the Company, the Plan
     shall be administered with respect to Participants by a Management
     Committee composed of the Chief Executive Officer of the Company and the
     Executive Vice President - Safety and Corporate Support of the Railroad and
     such other persons as the Chief Executive Officer shall designate (the
     "Management Committee").

Eligibility
- -----------

     To be eligible for selection to participate in the Plan, an individual must
     be an employee of the Company, or of any Subsidiary, other than an employee
     the Company or any who is an officer or director or a "key employee" of the
     Company and would, in either case, be eligible to receive options under the
     1992 Burlington Northern Inc. Stock Option Incentive Plan, as of the date
     on which the Board of Directors grants to such individual an option. In
     addition, each individual must be a member of a safety team which has 
     qualified for membership in the 2.5 Club for 1994.

Shares Available for the Plan
- -----------------------------

     The maximum number of shares with respect to which options, may at any time
     be granted under the Plan is 300,000 shares of Common Stock, from shares
     held in the Company's treasury or out of the authorized but unissued shares
     of the Company, or partly out of each, as shall be determined by the Board
     of Directors. Upon the expiration or termination in whole or in part of
     unexercised options, shares of Common Stock which were subject thereto
     shall again be available for options.

     In the event of a recapitalization, stock split, stock dividend, exchange
     of shares, merger, reorganization, change in the corporate structure or
     shares of the Company or similar event, the Board of Directors, shall make
     appropriate adjustments in the number of shares authorized for the Plan
     and, with respect to outstanding options, shall make appropriate
     adjustments in the number of shares, amount of any payment, and the Option
     Price.

                                       7
Grant of Options
- ----------------

     Options may be granted to eligible employees in an amount of 25 shares each
     as the Board of Directors shall determine, taking into account whether the
     employee is a member of the 2.5 Club for 1994. The granting of an option
     shall take place when the Board of Directors by resolution, written consent
     or other appropriate action determines to grant such an option to 1994
     members of the 2.5 Club at a particular price. Each option shall be
     evidenced by a written instrument delivered by or on behalf of the Company
     containing provisions not inconsistent with the Plan which may be signed on
     behalf of the Company by printed or facsimile signature.

     An option granted under the Plan will be a Nonqualified Option.

Terms and Conditions of Options
- -------------------------------

     Option Price
     ------------

     The Option Price with respect to each Nonqualified Option is $53.50 which
     was the fair market value of the Common Stock on January 18, 1995.

     Additional Terms.
     ----------------

     Options under the Plan shall be granted subject to the following terms and 
     conditions:

     (a)  Duration of Options. Options shall be exercisable at such time and
          -------------------
          under such conditions as set forth in the option grant, but in no
          event except as set forth below, shall any Stock Option be
          exercisable prior to February 15, 1996 or subsequent to the day before
          the third anniversary of the date thereof i.e., February 14, 1998.

     (b)  Exercise of Options.
          -------------------

          (i)  Subject to the terms of the option grant, an optionee may not
               exercise an option prior to February 15, 1996. This requirement
               is waived in the event of death or Permanent Disability of an
               optionee before such period is completed.

          (ii) Shares of Common Stock covered by an option must be purchased
               only at one time and not in installments if any shares are to be
               purchased. To the extent that the right to purchase shares has
               accrued thereunder,

                                       8
options may be exercised at any time by written notice to 
                    the Company.

     (c)  Payment.  Unless otherwise provided in the option grant, the purchase
          ------- 
          price of shares purchased under options shall be paid in full to the
          Company upon the exercise of the option (i) in cash, (ii) by delivery
          of shares of Common Stock (including shares acquired pursuant to the
          exercise of an option other than the option currently being exercised,
          to the extent permitted by applicable regulations) equal in fair
          market value to the purchase price of the shares to be acquired under
          options, or (iii) any combination of cash and Common Stock. The Fair
          Market Value of such Common Stock as delivered shall be valued as of
          the day prior to delivery and shall be the mean between the highest
          and lowest quoted selling price at which the Company's Common Stock
          was sold on such date as reported in the NYSE - Composite Transactions
          by the Wall Street Journal. Shares of Common Stock with a fair market
          value equal to all or a portion of the purchase price of shares
          purchased under options may be withheld from the shares issuable to
          the optionee upon the exercise of the option only if specifically
          authorized in the option grant. The Fair Market Value of such Common
          Stock as is withheld shall be valued as of the day prior to exercise
          of the option.

     (e)  Nontransferability of Options.  During an optionee's lifetime, the
          -----------------------------
          option may be exercisable only by him. Any attempt to transfer,
          assign, pledge, hypothecate or otherwise dispose of the option, or any
          attachment or similar process upon the option, shall cause the rights
          and privileges conferred hereby to become null and void.

Amendment, Termination or Discontinuance of the Plan
- ----------------------------------------------------

     Subject to the Board of Directors, the Management Committee may from time 
     to time make such amendments to the Plan as it may deem proper and in the
     best interest of the Company without further approval of the Board of
     Directors of the Company, including, but not limited to, any amendment
     necessary to ensure that the Company may obtain any regulatory approval
     referred to in section 8 of the Plan; provided, however, that no change in
     any option, theretofore granted may be made without the consent of the
     optionee or holder which would impair the right of the optionee or holder
     to acquire or retain Common Stock, or receive a payment from the Company,
     which he may have acquired as a result of the Plan.

                                       9
The Board of Directors may at any time suspend the operation of or
     terminate the Plan with respect to any shares of the Company's Common Stock
     not at the time subject to option.

Tax Aspects of the Plan
- -----------------------

     Nonqualified Options.
     --------------------

     Generally, a recipient will not realize taxable income at the time a
     Nonqualified Option is granted nor will the Company be entitled to a
     deduction at that time. Upon exercise, the recipient will generally realize
     ordinary income in the case of the exercise of a Nonqualified Option, in an
     amount equal to the difference between the fair market value of the shares
     at the time of exercise and the option price. At any time, subject to
     proper withholding, the Company will normally be entitled to a tax
     deduction in an amount equal to the amount of ordinary income realized by
     the recipient. Generally, the Company is required to withhold for federal
     income tax purpose, railroad retirement and other taxes payable in
     connection with the exercise of a Non-qualified Option, or otherwise ensure
     that the amount of tax required to be withheld is remitted by the recipient
     to the Company.

     In the event an optionee exercises a Nonqualified Option by surrendering
     Common Stock already owned by the optionee with a fair market value equal
     to all or a portion of the exercise price, the optionee will not recognize
     any gain or loss upon the surrender of already-owned shares of Common Stock
     for an equal number of new shares of Common Stock. In addition, the basis
     and holding period of the old shares is carried over to an equal number of
     new shares.

     Upon the sale of stock acquired upon the exercise of a Nonqualified Option,
     the seller will realize a capital gain or loss, as the case may be, equal
     to the difference between the amount realized on such disposition and the
     employee's basis for the shares. The employee's basis will equal the fair
     market value of the shares acquired upon the exercise as of the date such
     shares were includable in income.

     The foregoing discussion is only a general summary of the federal income
     tax consequences of the grant and exercise of options, and the subsequent
     disposition of shares received pursuant to the exercise of options. It does
     not address all possible tax aspects of such transactions, including the
     tax consequences of restrictions which the company may place on option
     stock. An optionee should consult his or her own tax adviser to determine
     the tax consequences of any particular transaction.

                                      10
The state income tax treatment of exercising stock options, and selling the
     shares so acquired will vary depending upon the state in which an optionee
     resides. If the optionee is a resident of or is employed in a country other
     than the United States, such optionee may be subject to taxation in
     accordance with the tax laws of that particular country in addition to or
     in lieu of United States federal income taxes. Optionees should consult
     their own tax advisers regarding the tax consequences and compliance
     requirements of any particular transaction.

     The plan is not subject to Section 401(a) of the Code or the Employee 
     Retirement Income Security Act of 1974, as amended.

                                    EXPERTS

     The consolidated financial statements and financial statement schedule of 
the Company included in the Company's Annual Report on Form 10-K for the year 
ending December 31, 1994, ("Form 10-K") incorporated by reference in this 
Prospectus, have been incorporated herein in reliance on the report of Coopers &
Lybrand, L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

                                 LEGAL OPINION

     The legality of the Common Stock offered hereby was passed on for the 
Company by Francis T. Kelly, Esq., Securities and Finance Counsel of the 
Company.  As of July 1, 1995, Mr. Kelly owned 2,915 shares of BNI Common Stock 
and has options to purchase 9,381 additional shares.

                                INDEMNIFICATION

     The By-Laws of the Company provide for indemnification of directors and 
officers to the full extent permitted or allowed by the laws of the State of 
Delaware including liabilities under the Act.

     Insofar as indemnification for liabilities arising under the Act may be 
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of 
the Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is therefore unenforceable.

                                      11
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. Incorporation of Certain Documents by Reference

     The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance 
therewith, files reports, proxy statements, and other information with the 
Commission. The Plan will also file reports with the Commission pursuant to 
certain provisions of the Exchange Act. The following documents filed with the 
Commission by the Company are hereby incorporated by reference in this 
Prospectus:

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

     (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended 
          March 31, 1995;

     (3)  The description of the Company's Common Stock contained in its S-14 
          Registration Statement No. 2-71519, effective April 19, 1981.

     (4)  The Company's definitive Proxy Statement, dated March 17, 1995, for 
          the Annual Meeting of Stockholders on April 20, 1995.

     In addition to the foregoing documents, all documents subsequently filed by
the Company or by the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of 
the Exchange Act, prior to the filing of a post-effective amendment to the 
Registration Statement of which this Prospectus is a part which indicates that 
all securities offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed to be incorporated by reference herein and to 
be a part hereof from the respective date of filing of such documents. Any 
statement incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Prospectus to the extent that a statement 
contained herein or in any other subsequently-filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such 
statement. Any statement modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute part of this Prospectus.

ITEM 5. Experts

     The consolidated financial statements and financial statement schedule of 
the Company included in the Company's Annual Report on Form 10-K for the year 
ended December 31, 1994, incorporated by reference in this Prospectus, have been

                                     II-1
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., 
independent accountants, given on the authority of that firm as experts in 
accounting and auditing.

Legal Opinion

     The legality of the securities offered hereby and compliance with the 
requirements of ERISA has been passed upon for the Company by Francis T. Kelly, 
Esq., Securities and Finance Counsel of the Company.

ITEM 6. Indemnification

      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
attorney's 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, by-laws,
disinterested director vote, stockholder vote, agreement, or otherwise.

     Article X of the by-laws of the Registrant 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 By-laws provide by 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 Registrant or, at the request
of the Registrant, of another corporation, partnership, joint venture, trust, or
other enterprise, including an employee benefit plan. The By-laws also provide
that the Registrant 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.

                                     II-2
Officers and directors of the Registrant 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.

     It is likely that if underwriters are utilized, they will agree to 
indemnify, under certain conditions, the Registrant, its directors, certain of 
its officers and persons who control the Registrant within the meaning of the 
Securities Act of 1933 against certain liabilities.

     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 Registrant provides
that to the full extent that the Delaware General Corporation Law, as it now 
exists or may hereafter be amended, permits the limitation or elimination of the
liability of directors, a director of the Registrant shall not be liable to 
Registrant 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 any director of the Registrant for 
or with respect to any acts or omissions of such director occurring prior to 
such amendment or repeal.

     The By-laws of the Company provide for indemnification of directors and 
officers to the full extent permitted or allowed by the laws of the state of 
Delaware, including liabilities under the Securities Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company 
pursuant to the foregoing provisions, the Company has been informed that in the 
opinion of the Commission such indemnification is against public policy as 
expressed in the Securities Act and is therefore unenforceable.

                                     II-3
Item 8.  Exhibits

         Exhibit
         Number                     Description of Document
         ------                     -----------------------

           3     Certificate of Incorporation, as amended, and By-laws, 
                 as amended, of Registrant are incorporated by reference 
                 to Exhibit 3 of Registrant's Annual Report on Form 10-K 
                 for the year ended December 31, 1993 (Form 10-K, File No. 
                 1-18159).  
         
          *4     1995 Burlington Northern Inc. 2.5 Club Stock Option Plan
         
          *5     Opinion of Counsel

         *23     Consent of Independent Accountants is filed as Exhibit 23
                 hereto.  Consent of Counsel is contained in the opinion
                 filed as Exhibit 5 to this Registration Statement.  

         *24     Powers of Attorney are contained on the signature page of
                 this Registration Statement.  
         
- ---------------
     * Filed herewith, all other exhibits are incorporated by reference.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Act, each filing of the Registrant's annual 
report pursuant to Section 13(a) of the Securities Exchange Act of 1934, as 
amended, 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.

     The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the Prospectus to each employee to whom the Prospectus is sent or
given, a copy of the Registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case, the Registrant shall state in the Prospectus that it will
promptly furnish without charge, a copy of such report on written request of
the employee. If the last fiscal year of the Registrant has ended within 120
days prior to the use of the Prospectus, the annual report of the Registrant for
the preceding fiscal year may be so delivered, but within such 120-day period

                                     II-4
the annual report for the last fiscal year will be furnished to any such 
employee.

     The undersigned Registrant hereby undertakes to transmit or cause to be 
transmitted to all employees participating in the Plan who do not otherwise 
receive such material as stockholders of the Registrant, at the time and in the 
manner such material is sent to its stockholders, copies of all reports, proxy 
statements, and other communications distributed to its stockholders generally.

                                     II-5
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 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 this 15th day of 
February 1995.

                                                BURLINGTON NORTHERN INC.

                                                By:  /s/  EDMUND W. BURKE
                                                   -----------------------------
                                                      Edmund W. Burke
                                                      Executive Vice President,
                                                      Law and Secretary

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints 
Edmund W. Burke, Esq., and Douglas J. Babb, Esq., his or her true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to sign any or all Amendments (including post-effective
Amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in 
the capacities as officers and/or directors of Burlington Northern Inc. on the 
15th day of February 1995.

                Signature                           Title
                ---------                           -----

/s/  GERALD GRINSTEIN                 Chairman, Chief Executive
- --------------------------------      Officer and Director
     (Gerald Grinstein)

/s/  DAVID C. ANDERSON                Executive Vice President,
- --------------------------------      Chief Financial Officer
     (David C. Anderson)              and Chief Accounting Officer

                                     II-6
/s/  JACK S. BLANTON                 Director
- -------------------------------
     (Jack S. Blanton)

/s/  DANIEL P. DAVISON               Director
- -------------------------------
     (Daniel P. Davison)

/s/  DANIEL J. EVANS                 Director
- -------------------------------
     (Daniel J. Evans)

/s/  BARBARA C. JORDAN               Director
- -------------------------------
     (Barbara C. Jordan)

/s/  BEN F. LOVE                     Director
- -------------------------------
     (Ben F. Love)     

/s/  ARNOLD R. WEBER                 Director
- -------------------------------
     (Arnold R. Weber)

/s/  EDWARD E. WHITACRE, JR.         Director
- -------------------------------
     (Edward E. Whitacre, Jr.)

/s/  MICHAEL B. YANNEY               Director
- -------------------------------
     (Michael B. Yanney)

                                     II-7
INDEX TO EXHIBITS

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

  3     Certificate of Incorporation, as amended, and By-laws, 
        as amended, of Registrant are incorporated by reference 
        to Exhibit 3 of Registrant's Annual Report on Form 10-K 
        for the year ended December 31, 1993 (Form 10-K, File No. 
        1-18159)

 *4     1995 Burlington Northern Inc. 2.5 Club Stock Option Plan

 *5     Opinion of Counsel

*23     Consent of Independent Accountants is filed as Exhibit 23
        hereto.  Consent of Counsel is contained in the opinion
        filed as Exhibit 5 to this Registration Statement

*24     Powers of Attorney are contained on the signature page of
        this Registration Statement

- ---------------
     * Filed herewith, all other exhibits are incorporated by reference