EXHIBIT 12

           BURLINGTON NORTHERN SANTA FE CORPORATION and SUBSIDIARIES
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      (In Millions, Except Ratio Amounts)
                                  (Unaudited)



                                                            Six Months
                                                          Ended June 30,
                                                       --------------------
                                                        1998         1997
                                                       -------      -------
                                                              
Earnings:
  Pre-tax income...................................     $  876        $ 616
 
  Add:
    Interest and fixed charges,
      excluding capitalized interest...............        173          169
 
    Portion of rent under long-term
      operating leases representative
      of an interest factor........................         94           94
 
    Amortization of capitalized interest...........          2            2
 
  Less:  Undistributed equity in earnings
           of investments accounted for
           under the equity method.................          8            3
                                                        ------        -----
 
 
  Total earnings available for fixed charges.......     $1,137        $ 878
                                                        ======        =====
 
Fixed charges:
 
  Interest and fixed charges.......................     $  180        $ 177
 
  Portion of rent under long-term operating
    leases representative of an interest
    factor.........................................         94           94
                                                        ------        -----
 
  Total fixed charges..............................     $  274        $ 271
                                                        ======        =====
 
Ratio of earnings to fixed charges.................      4.15x        3.24x



(1) Earnings for the six months ended June 30, 1998 include a pre-tax
    gain on the pipeline partnerships sale of $67 million.  Excluding this
    gain, the ratio for the six months ended June 30, 1998 would have
    been 3.91x.