EXHIBIT 10.21



Date:     December 3, 1997

To:       CIC Person in Schaumburg (BN)

From:     Ricci Gardner

Subject:  Change in Control


     Burlington Northern Santa Fe Corporation (the "Company") is willing to
offer you the opportunity to extend the date by which you may receive benefits
as described in your Burlington Northern Letter Agreement dated February 9,
1990, as amended, between you and Burlington Northern, Inc. ("Letter
Agreement"), and which was assumed by the Company on September 22, 1995.

     Notwithstanding any provision of the Burlington Northern Santa Fe Employee
Retention Agreements adopted January 16, 1997 to the contrary, and in
consideration of your continued employment, the Company is agreeable to
extending the date so that benefits of the Letter Agreement would be available
to you to the earlier of June 30, 2001, or the date upon which your position is
relocated to Fort Worth, Texas; provided however, the benefits set forth in
Section 5 (iii) (b) of the Letter Agreement shall not exceed two (2) times your
Base Compensation in effect as of the Date of Termination.  During this period,
the benefits of the Letter Agreement would be available if you satisfy the
conditions of a termination for Good Reason under the Letter Agreement (other
than Good Reason relating to the relocation of the Company's headquarters to
Fort Worth, Texas), if you are relocated to Fort Worth or by the Company's
termination of your employment for reasons other than for cause.  This
supplement to your Letter Agreement will expire the earlier of June 30, 2001, or
upon the relocation of your position to Fort Worth, Texas.

     By signing below, you are accepting the terms and conditions of this
supplement to your Letter Agreement, which extends the date of any right to
receive benefits you may have until June 30, 2001, or until relocation of your
position to Fort Worth, Texas.


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Signature                                       Date


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Print Name                                      Social Security Number