Filed pursuant to Rule 424 (b)(2)
under the Securities Act of 1933
PRICING SUPPLEMENT NO. 1, DATED February 20, 1997,
TO PROSPECTUS SUPPLEMENT, DATED October 24, 1996
BURLINGTON NORTHERN SANTA FE CORPORATION
MEDIUM-TERM NOTES, SERIES A
(FIXED RATE)
CUSIP 12189QAA8
Tranche #1
DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE
INTEREST PAYABLE EACH February 27 AND
August 27 AND AT MATURITY
PRINCIPAL AMOUNT: $100,000,000
ISSUE PRICE: 100%
AGENT'S COMMISSION: .350%
NET PROCEEDS TO ISSUER: $99,650,000
SELLING AGENT: Salomon Brothers Inc
TRADE DATE: February 20, 1997
ORIGINAL ISSUE DATE: February 27, 1997
INTEREST RATE: 6.10%
INTEREST PAYMENT DATES: February 27 and August 27; First payment on August
27, 1997
MATURITY DATE: February 27, 2027
REGULAR RECORD DATES: 15 days prior to interest payment date
OPTIONAL REPAYMENT DATE(S): --
SPECIFIED CURRENCY: U.S. dollars
REDEEMABLE
___Yes __X_ No
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
REPAYABLE
_X_Yes ___ No
REPAYMENT DATES: February 27, 2000; February 27, 2003; and February 27, 2007
REPAYMENT PRICES: 100%, in whole only
APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE REDUCTION:
___Yes __X_ No If yes, percentage:___%
APPLICABILITY OF MODIFIED
PAYMENT UPON ACCELERATION:
___Yes __X_ No If yes, percentage:___%
FORM:
__X_ Global Note ___ Certificated
DISCOUNT NOTE:
___Yes __X_ No
REPURCHASE PRICE
(For Discount Securities):
YIELD TO MATURITY:
<PAGE>
OTHER PROVISIONS: The aggregate principal amount of this
offering is $100,000,000 and relates only to Pricing Supplement
No. 1. Notes may be issued by the Company in the aggregate
principal amount of up to $475,000,000 or its equivalent in one
or more currencies or composite currencies. To date, including
this offering, an aggregate of $100,000,000 of Notes, has been
issued.
TYPE OF SALE: IF PRINCIPAL TRANSACTION, REOFFERING AT:
___As Agent _X_ varying prices related to prevailing market
prices at the time of resale
_X_As Principal ___fixed offering price of ____% of Principal Amount
