EXHIBIT 12


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




                                                            Nine Months Ended
                                                     September 30,
                                              ---------------------------
                                              
                                                1998              1997
                                              ---------         ---------
                                                          
Earnings:                                     
                                              
  Pre-tax income............................    $1,380            $1,061
                                              
  Add:                                        
    Interest and fixed charges,               
      excluding capitalized interest........       264               255
                                              
    Portion of rent under long-term           
      operating leases representative         
      of an interest factor.................       144               139
                                              
    Amortization of capitalized interest....         3                 3
                                              
  Less:  Undistributed equity in earnings     
           of investments accounted for       
           under the equity method..........       (12)               (8)
                                                ------            ------
                                              
                                              
  Total earnings available for fixed charges    $1,779            $1,450
                                                ======            ======
                                              
Fixed charges:                                
                                              
  Interest and fixed charges................    $  276            $  268
                                              
  Portion of rent under long-term operating   
    leases representative of an interest      
    factor..................................       144               139
                                                ------            ------
                                              
  Total fixed charges.......................    $  420            $  407
                                                ======            ======
                                              
Ratio of earnings to fixed charges..........     4.24x(1)          3.56x


(1) Earnings for the nine months ended September 30, 1998 include a pre-tax
    gain on the pipeline partnerships sale of $67 million.  Excluding this
    gain, the ratio for the nine months ended September 30, 1998 would have
    been 4.08x.