Exhibit 99.2

                                  [BNSF LOGO]

                             NOTICE OF REDEMPTION
                                      of
                        PREFERRED STOCK PURCHASE RIGHTS
                                      of
                   BURLINGTON NORTHERN SANTA FE CORPORATION


To the Persons who were
Record Holders of Preferred Stock Purchase Rights
of Burlington Northern Santa Fe Corporation
on December 7, 2000:

     NOTICE IS HEREBY GIVEN that on December 7, 2000, the Board of Directors of
Burlington Northern Santa Fe Corporation, a Delaware corporation (the
"Company"), voted to redeem all of the Company's outstanding rights to purchase
Series B Junior Participating Preferred Stock of the Company (the "Rights")
previously issued pursuant to the Rights Agreement, dated as of December 18,
1999, between the Company and First Chicago Trust Company of New York, as Rights
Agent (the "Rights Agreement").  Pursuant to the Rights Agreement, immediately
upon such action by the Board of Directors, the right of the holders to exercise
the Rights terminated and the only remaining right of the holders with respect
to the Rights is the right to receive the redemption price of $0.01 per Right
(the "Redemption Payment").

     The Redemption Payment is payable in cash on April 2, 2001 to the persons
who are holders of record of the Rights as of the close of business on March 12,
2001 (the "Record Date").  The Rights are represented by the certificates for
Common Stock, par value $0.01 per share, of the Company ("Common Stock") and do
not trade separately from the Common Stock.  As a result, the number of Rights
held by a person as of the Record Date corresponds to the number of shares of
Common Stock held by such person as of the Record Date.

     The Redemption Payment by the Company is likely to be treated as a dividend
for federal income tax purposes.  Holders of Rights should consult their tax
advisors as to the appropriate tax treatment under federal, state and local
laws.


                                        [Signature of Marsha K. Morgan]


Dated: December 11, 2000                Marsha K. Morgan
                                        Vice President-Investor Relations and
                                        Corporate Secretary