SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-K/A

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the fiscal year ended December 31, 1995

                                      OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
       EXCHANGE ACT OF 1934

      For the transition period from                       to

                      Commission file number     1-11535


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


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


3800 Continental Plaza, 777 Main St.
Fort Worth, Texas                                     76102-5384
(Address of principal executive offices)              (Zip Code)


                                (817) 333-2000
             (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:


                                             Name of each exchange on
Title of each class                              which registered

Common Stock, $.01 par value                 New York Stock Exchange
                                             Chicago Stock Exchange
                                             Pacific Stock Exchange





                                   PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.


        See Index to Exhibits on page E-1 for a description of the exhibits
filed as a part of this Report.




                                  SIGNATURES



Burlington Northern Santa Fe Corporation, pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.




                         BURLINGTON NORTHERN SANTA FE CORPORATION





                           By:/s/Thomas N. Hund
                                 Thomas N. Hund
                                 Vice President and Controller
                                 (On behalf the Registrant and as
                                   principal accounting officer)





Schaumburg, Illinois
June 27, 1996





          BURLINGTON NORTHERN SANTA FE CORPORATION AND SUBSIDIARIES

                                EXHIBIT INDEX


  23(a)          Consent of Coopers & Lybrand L.L.P.

  23(b)          Consent of Price Waterhouse LLP.

  99(a)          Report of Independent Accountants dated May 20, 1996 and     
                 Financial Statements required by Form 11-K related to the  
                 Burlington Northern Inc. Thrift and Profit Sharing Plan I.
                 (Commission File Number 33-62831)  (Filed under cover of Form
                 SE as permitted by Rule 311 of Regulation S-T.)

  99(b)          Report of Independent Accountants dated May 15, 1996 and     
                 Financial Statements required by Form 11-K related to the  
                 Burlington Northern Inc. 401(k) Retirement Savings Plan.
                 (Commission File Number 33-62823)  (Filed under cover of
                 Form SE as permitted by Rule 311 of Regulation S-T.)

  99(c)          Report of Independent Accountants dated May 13, 1996 and     
                 Financial Statements required by Form 11-K related to the  
                 Burlington Northern Inc. 401(k) Plan for TCU Employees. 
                 (Commission File Number 33-62829)  (Filed under cover of
                 Form SE as permitted by Rule 311 of Regulation S-T.)

  99(d)          Report of Independent Accountants dated June 21, 1996 and    
                 Financial Statements required by Form 11-K related to     
                 The Santa Fe Pacific Retirement and Savings Plan for Salaried
                 Employees.  (Commission File Number 33-62943) (Filed under
                 cover of Form SE as permitted by Rule 311 of Regulation S-T.)

  99(e)          Report of Independent Accountants dated June 21, 1996 and    
                 Financial Statements required by Form 11-K related to The 
                 Atchison, Topeka and Santa Fe Railway Company - Brotherhood
                 of Locomotive Engineers 401(k) Retirement Plan. 
                 (Commission File Number 33-63255)  (Filed under cover of Form
                 SE as permitted by Rule 311 of Regulation S-T.)

  99(f)          Report of Independent Accountants dated June 21, 1996 and    
                 Financial Statements required by Form 11-K related to The 
                 Atchison, Topeka and Santa Fe Railway Company - Brotherhood
                 of Maintenance of Way Employees 401(k) Retirement Plan.
                 (Commission File Number 33-63253)  (Filed under cover of Form
                 SE as permitted by Rule 311 of Regulation S-T.)