<PAGE>
As filed with the Securities and Exchange Commission,
pursuant to EDGAR, on December 30, 1996
Registration No. 33-57105
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
BURLINGTON NORTHERN INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1400580
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2650 Lou Menk Drive, Second Floor
Fort Worth, Texas 76131-2830
(817) 333-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_____________
Jeffrey R. Moreland, Esquire
1700 East Golf Road
Schaumburg, Illinois 60173-5860
(847) 995-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________
Copy to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 701-7311
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<PAGE>
This Post-Effective Amendment is being filed on behalf of Burlington
Northern Inc. by Santa Fe Pacific Corporation, into which Burlington
Northern Inc. recently merged, solely to remove from registration all
securities offered in the Registration Statement which remained unsold at
the termination of the offering.
<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-3 and has duly
caused this post-effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Schaumburg, State
of Illinois, on December 30, 1996.
SANTA FE PACIFIC CORPORATION
By: /s/ Robert D. Krebs
Robert D. Krebs
Chairman, President and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the Post-Effective Amendment No. 1 to this Registration Statement
has been signed by the following persons in the capacities indicated
and on the 30th day of December, 1996.
By: /s/ Robert D. Krebs
Robert D. Krebs
President and Chief Executive
Officer (Principal Executive
Officer) and Director
By: /s/ Denis E. Springer
Denis E. Springer
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer) and Director
By: /s/ Thomas N. Hund
Thomas N. Hund
Vice President and Controller
(Principal Accounting Officer)
By: /s/ Douglas J. Babb
Douglas J. Babb
Director
By: /s/ Jeffrey R. Moreland
Jeffrey R. Moreland
Director
