EXHIBIT 12.1

           BURLINGTON NORTHERN SANTA FE CORPORATION AND SUBSIDIARIES
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      (IN MILLIONS, EXCEPT RATIO AMOUNTS)
                                  (UNAUDITED)
 
 
Year ended December 31,                                      1998           1997              1996         1995            1994   
- ------------------------------------------------------     --------     ----------       -----------    ---------       ----------
                                                                                                                
Earnings:                                                                                                                         
                                                                                                                                  
     Pre-tax income                                         $1,849          $1,404            $1,440         $334             $695
                                                                                                                                  
     Add:                                                                                                                         
          Interest and fixed charges,                                                                                             
            excluding capitalized interest                     354             344               301          220              155
                                                                                                                                  
          Portion of rent under long-term                                                                                         
            operating leases representative                                                                                       
            of an interest factor                              202             183               179          129               98
                                                                                                                                  
     Amortization of capitalized interest                        4               3                 3            1                -
                                                                                                                                  
                                                                                                                                  
     Less:  Undistributed equity in earnings                                                                                      
              of investments accounted for                                                                                        
              under the equity method                           18              17                 5           27                4
                                                           --------     ----------       -----------    ---------       ----------
                                                                                                                                  
     Total earnings available for fixed charges             $2,391          $1,917            $1,918         $657             $944
                                                           =======      ==========       ===========    =========       ==========
Fixed charges:                                                                                                                    
                                                                                                                                  
     Interest and fixed charges                             $  371          $  362            $  314       $  227           $  157
                                                                                                                                  
     Portion of rent under long-term operating                                                                                    
       leases representative of an interest                                                                                       
       factor                                                  202             183               179          129               98
                                                           -------      ----------       -----------    ---------       ----------
                                                                                                                                  
     Total fixed charges                                    $  573          $  545            $  493       $  356           $  255
                                                           =======      ==========       ===========    =========       ==========
Ratio of earnings to fixed charges                           4.17x/(1)/      3.52x/(2)/        3.89x        1.85x/(2)/       3.70x
                                                           =======      ==========       ===========    =========       ==========
 

(1)  Earnings for the year ended December 31, 1998 include a $67 million pre-tax
     gain on the sale of substantially all of the Company's interest in Santa Fe
     Pacific Pipeline Partners, L.P. Excluding this gain, the ratio for the year
     ended December 31, 1998 would have been 4.06x.

(2)  Earnings for the years ended December 31, 1997 and 1995, include special 
     charges of $90 million and $735 million (before-tax, respectively). 
     Excluding these charges, the ratio for the years ended December 31, 1997 
     and 1995 would have been 3.68x and 3.91x, respectively.