SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC   20549

                                   FORM 8-K

                                CURRENT REPORT



     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported):  June 26, 1996



                   BURLINGTON NORTHERN SANTA FE CORPORATION

            (Exact name of registrant as specified in its charter)



Delaware                         1-11535               41-1804964

(State of other jurisdiction     (Commission           (IRS Employer
of incorporation)                 File Number)         Identification No.)



               3800 Continental Plaza
               777 Main Street
               Fort Worth, Texas                         76102-5384

          (Address of principal executive offices)       (Zip Code)


     Registrant's telephone number, including area code:  (817) 333-2000


                                Not Applicable

        (Former name or former address, if changed since last report)





Item 4.          Changes in Registrant's Certifying Accountant

(a)     Previous independent accountants

(i)     On June 19, 1996, Burlington Northern Santa Fe Corporation ("the
        Registrant") dismissed Coopers & Lybrand L.L.P. as its independent
        accountants.

(ii)    The reports of Coopers & Lybrand L.L.P. on the consolidated financial
        statements for the past two fiscal years contained no adverse opinion
        or disclaimer of opinion and were not qualified or modified as to
        uncertainty, audit scope or accounting principle.

(iii)   The Registrant's Audit and Executive Committees participated in and
        approved the decision to change independent accountants.

(iv)    In connection with its audits for the two most recent fiscal years
        and through June 19, 1996, there have been no disagreements with
        Coopers & Lybrand L.L.P. on any matter of accounting principles or
        practices, financial statement disclosure, or auditing scope or     
        procedure, which disagreements if not resolved to the satisfaction of
        Coopers & Lybrand L.L.P. would have caused them to make reference
        thereto in their report on the financial statements for such years.

(v)     During the two most recent fiscal years and through June 19, 1996,
        there have been no reportable events (as defined in Regulation S-K
        Item 304(a)(1)(v)).

(vi)     The Registrant has requested that Coopers & Lybrand L.L.P. furnish it
         with a letter addressed to the SEC stating whether or not it agrees
         with the above statements.  A copy of such letter, dated June 25,
         1996 is filed as Exhibit 16 to this Form 8-K.


(b)     New Independent accountants.

(i)     The Registrant engaged Price Waterhouse LLP as its new independent
        accountants as of June 19, 1996.  During the two most recent fiscal
        years and through June 19, 1996, the Registrant has not consulted
        with Price Waterhouse LLP on items which (1) were or should have been
        subject to SAS 50 or (2) concerned the subject matter of a disagreement
        or reportable event with the former auditor, (as described in
        Regulation S-K Item 304(a)(2)).


Item 7.          Financial Statements and Exhibits

        See Index to Exhibits on page E-1 for a description of the exhibits
        filed as a part of this report.





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 thereunto duly authorized.



                                   Burlington Northern Santa Fe Corporation
                                   (Registrant)



                                   By: /s/ Thomas N. Hund

                                   Thomas N. Hund
                                   Vice President and Controller
                                   (On behalf of the Registrant and as
                                     Principal Accounting Officer)









Schaumburg, Illinois
June 26, 1996







                   BURLINGTON NORTHERN SANTA FE CORPORATION

                              INDEX OF EXHIBITS




Exhibit 16          Letter re change in certifying accountant.



                                     E-1