BURLINGTON NORTHERN SANTA FE CORP
8-K, 1995-11-30
RAILROADS, LINE-HAUL OPERATING
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.   20549

                                      FORM 8-K


                               Current Report Pursuant
                            to Section 13 or 15(d) of the
                               Securities Exchange Act


            Date of Report (Date of Earliest event reported): November 30,
          1995 


                       BURLINGTON NORTHERN SANTA FE CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)



                                       Delaware
                   (State or Other Jurisdiction of Incorporation) 


                      1-11535                               41-1804964   
              (Commission File Number)                   (I.R.S. Employer
                                                        Identification No.)






                      3800 Continental Plaza, 777 Main Street,
                      Fort Worth, Texas                   76102-5384           
                (Address of Principal Executive Offices)   (Zip Code)



                                   (817) 333-2000
                (Registrant's Telephone Number, Including Area Code)



                                  (Not Applicable)
            (Former Name or Former Address, If Changed Since Last Report)

<PAGE>




                      INFORMATION TO BE INCLUDED IN THE REPORT


          Item 5.   Other Events.

               Attached as Exhibit 12 is a pro forma computation of ratio
          of earnings to fixed charges for the nine months ended September
          30, 1995 and the year ended December 31, 1994, to reflect the
          effects of the business combination of Burlington Northern Inc.
          and Santa Fe Pacific Corporation on September 22, 1995.




                                         -1-


<PAGE>


                                     SIGNATURES


               Pursuant to the requirements of the Securities Exchange Act
          of 1934, the registrant has duly caused this report to be signed
          on its behalf by the undersigned hereunto duly authorized.


                                   BURLINGTON NORTHERN SANTA FE CORPORATION
                                   (Registrant)



                                   By:  /s/ Thomas N. Hund 
                                   ------------------------------
                                   (Signature)
                                   Thomas N. Hund
                                   Vice President and Controller
                                   
                                   
                             
                                            
          Date:  November 30, 1995                              
                                            





                                         -2-


<PAGE>



              BURLINGTON NORTHERN SANTA FE CORPORATION AND SUBSIDIARIES

                                    Exhibit Index


          Exhibit        Nature of Exhibit
          -------        -----------------

            12           Statement regarding pro forma computation of ratio
                         of earnings to fixed charges. 





                                         E-1






                                                                      EXHIBIT 12

              BURLINGTON NORTHERN SANTA FE CORPORATION AND SUBSIDIARIES
                    STATEMENT REGARDING PRO FORMA COMPUTATION OF 
                         RATIO OF EARNINGS TO FIXED CHARGES
                         (In Millions, Except Ratio Amounts)
                                     (Unaudited)



                                          Nine Months Ended       Year Ended
                                          September 30, 1995   December 31, 1994
                                          ------------------   -----------------

     Earnings:

       Pre-tax income                           $  796              $  892 

       Add:
         Interest and fixed charges,
           excluding capitalized interest          265                 345
         Amortization of capitalized interest        2                   2
         Portion of rent under long-term
           operating leases representative
           of an interest factor                   113                 135  

       Deduct:
         Undistributed equity in earnings
           of investments accounted for
           under the equity method                 (20)                (15)  
                                                -------             -------

       Total earnings available for fixed
         charges                                $1,156              $1,359 
                                                =======             =======

     Fixed charges:                                 

       Interest and fixed charges               $  273              $  354
       Portion of rent under long-term
         operating leases representative
         of an interest factor                     113                 135     
                                                -------             -------

       Total fixed charges                      $  386              $  489 
                                                =======             =======

     Ratio of earnings to fixed charges           2.99x               2.78x




The above pro forma computation of ratio of earnings to fixed charges displays
the effect of the September 22, 1995, Burlington Northern Inc. ("BNI") and
Santa Fe Pacific Corporation ("SFP") business combination (the "Merger"),
including the effects of purchase accounting and debt issued by BNI and SFP
to repurchase, pursuant to the Merger agreement, 25 million and 38 million
shares of SFP common stock, respectively, as if it had occurred on January 1,
1994.  This information is based on, and should be read in conjunction with,
the pro forma financial information included in Burlington Northern Santa Fe
Corporation's Current Report on Form 8-K (Date of earliest event reported:
September 22, 1995), as amended.





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