SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 8-K

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

      Date of Report (Date of earliest event reported): February 8, 1999

                   Burlington Northern Santa Fe Corporation
            (Exact Name of Registrant as Specified in Its Charter)

                                   Delaware
                (State or Other Jurisdiction of Incorporation)

        1-11535                                               41-1804964
(Commission File Number)                                   (I.R.S. Employer
                                                          Identification No.)

               2650 Lou Menk Drive, Fort Worth, Texas 76131-2830
              (Address of Principal Executive Offices) (Zip Code)

                                (817) 352-6856
             (Registrant's Telephone Number, Including Area Code)

                               (Not Applicable)
         (Former Name or Former Address, If Changed Since Last Report)
                                                                                



 
                   INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.   Other Events

     Burlington Northern Santa Fe Corporation's Consolidated Financial 
Highlights, Management's Discussion and Analysis of Financial Condition and 
Results of Operations, Consolidated Financial Statements and footnotes thereon, 
and Report of Management and Report of Independent Accountants dated February 
8,1999, with respect thereto, from its 1998 Annual Report to Shareholders are 
attached as Exhibit 13.1 and are hereby incorporated by reference.

Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits

          See Exhibits Index included herewith.


 
                                  SIGNATURES

     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 hereunto duly authorized.

                                        BURLINGTON NORTHERN SANTA FE
                                        CORPORATION
                                        (Registrant)

Date: March 2, 1999                     By: /s/ Thomas N. Hund
                                            ------------------------
                                            (Signature)
                                            Thomas N. Hund
                                            Vice President and
                                              Controller



 
                   BURLINGTON NORTHERN SANTA FE CORPORATION

                               INDEX OF EXHIBITS

Exhibit
Number       Description
- -------      -----------
13.1         1998 Annual Report to Shareholders of BNSF (Consolidated Financial 
             Highlights on page 1, and pages 15-40, only.)