Filed pursuant to Rule 424 (b)(2)
PRICING SUPPLEMENT NO. 2, DATED July 10, 1997,
TO PROSPECTUS SUPPLEMENT, DATED October 24, 1996
BURLINGTON NORTHERN SANTA FE CORPORATION
MEDIUM-TERM NOTES, SERIES A
(FIXED RATE)
CUSIP 12189QABb
DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE
INTEREST PAYABLE EACH January 15 and July 15 and at maturity
PRINCIPAL AMOUNT: $175,000,000
ISSUE PRICE: 100%
AGENT'S COMMISSION: .55%
NET PROCEEDS TO ISSUER: $174,037,500
SELLING AGENT: JP Morgan ($87,500,000)
Morgan Stanley ($87,500,000)
TRADE DATE: July 10, 1997
ORIGINAL ISSUE DATE: July 15, 1997
INTEREST RATE: 6.53%
INTEREST PAYMENT DATES: January 15 AND July 15; First payment on January 15,
1998
MATURITY DATE: July 15, 2037
REGULAR RECORD DATES: 15 days prior to interest payment date
OPTIONAL REPAYMENT DATE(S): --
SPECIFIED CURRENCY: U.S. dollars
REDEEMABLE, at the Company's option:
_ Yes X No
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
REPAYABLE at the Noteholder's option:
X Yes _ No
REPAYMENT DATES: July 15, 2003
REPAYMENT PRICE: 100%
APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE REDUCTION:
X Yes _ 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
OTHER PROVISIONS: The aggregate principal amount of this offering is
$175,000,000 and relates only to Pricing Supplement No. 2. 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 $275,000,000 of Notes has been
issued.
TYPE OF SALE: IF PRINCIPAL TRANSACTION, REOFFERING AT:
X As Agent (JP Morgan)
_ Varying prices to prevailing
market prices at the time of resale
X As Principal (Morgan Stanley)
X fixed offering price of 100%
of principal Amount
