Burlington Northern Inc/DE – ‘424B2’ on 5/20/94

As of:  Friday, 5/20/94   ·   Accession #:  899243-94-163   ·   File #:  33-51705

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Prospectus   —   Rule 424(b)(2)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Pros. Supp and Base Pros                              22    140K 

Document Table of Contents

424B2
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PROSPECTUS SUPPLEMENT                                     FILED PURSUANT TO RULE
(To Prospectus dated February 9, 1994)                    424(B)(2)             
                                                         SEC FILE NO. 33-51705

$150,000,000  
Burlington Northern Inc.  

7.40% NOTES DUE MAY 15, 1999  

----------------  

Interest payable May 15 and November 15     

----------------  

THE NOTES  WILL MATURE ON MAY 15,  1999, ARE NOT REDEEMABLE PRIOR  TO MATURITY  
AND HAVE  NO SINKING  FUND PROVISIONS.  THE NOTES WILL  BE REPRESENTED  BY A  
GLOBAL NOTE REGISTERED IN THE NAME  OF THE NOMINEE OF THE DEPOSITORY  TRUST 
COMPANY  (THE "DEPOSITORY"). INTERESTS  IN THE GLOBAL  NOTE WILL BE  SHOWN  
ON,  AND  TRANSFERS  THEREOF  WILL  BE EFFECTED  ONLY  THROUGH,  RECORDS  
MAINTAINED BY THE DEPOSITORY AND  ITS PARTICIPANTS. EXCEPT AS  PROVIDED 
HEREIN,  NOTES IN DEFINITIVE FORM  WILL NOT BE ISSUED.  SETTLEMENT FOR  
THE NOTES  WILL BE  MADE IN  IMMEDIATELY AVAILABLE FUNDS.  THE NOTES  
WILL TRADE  IN THE  DEPOSITORY'S SAME-DAY  FUNDS SETTLEMENT  SYSTEM 
UNTIL  MATURITY  AND SECONDARY  MARKET  TRADING  ACTIVITY FOR  THE  
NOTES WILL THEREFORE SETTLE  IN IMMEDIATELY AVAILABLE FUNDS. ALL  
PAYMENTS OF PRINCIPAL AND  INTEREST WILL BE MADE BY  BURLINGTON 
NORTHERN INC.  (THE "COMPANY") IN IMMEDIATELY AVAILABLE FUNDS.  
SEE "DESCRIPTION OF NOTES--SAME-DAY SETTLEMENT AND PAYMENT."  

----------------  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND  
EXCHANGE  COMMISSION  OR  ANY  STATE SECURITIES  COMMISSION  NOR  HAS  THE  
SECURITIES AND  EXCHANGE COMMISSION  OR ANY STATE  SECURITIES COMMISSION  
PASSED UPON THE ACCURACY OR  ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR  
THE PROSPECTUS. ANY  REPRESENTATION TO THE  CONTRARY IS A  CRIMINAL 
OFFENSE.                                                          

----------------  

PRICE 100% AND ACCRUED INTEREST 

----------------  

                                                                [Download Table]

                                                     UNDERWRITING               
                                         PRICE TO   DISCOUNTS AND   PROCEEDS TO 
                                        PUBLIC(1)   COMMISSIONS(2) COMPANY(1)(3)
                                        ---------   -------------- -------------
                                                                                
Per Note..............................   100.000%       .600%         99.400%   
Total................................. $150,000,000    $900,000    $149,100,000 

--------                                                                        
(1) Plus accrued interest from May 15, 1994.                                
(2) The Company has agreed to indemnify the several Underwriters against    
  certain liabilities, including liabilities under the Securities Act of
1933.                                                               
(3)Before deducting expenses payable by the Company estimated to be         
$75,000.                                                                    

----------------  

The Notes are offered, subject to prior sale, when, as and if accepted by   
the Underwriters named herein, and subject to approval of certain legal         
matters by Shearman & Sterling, counsel for the Underwriters. It is expected    
that delivery of the Notes will be made on or about May 24, 1994, through the   
book-entry facilities of The Depository Trust Company against payment therefor  
in immediately available funds.                                                 

----------------  
MORGAN STANLEY & CO.                                                            
Incorporated                                              
KIDDER, PEABODY & CO. 
Incorporated
                                                          SALOMON BROTHERS INC

May 17, 1994                                                                    

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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY  
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR        
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN    
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS 
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED   
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE  
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE     
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION     
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE      
HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN      
OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR             
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR      
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO   
MAKE SUCH OFFER OR SOLICITATION.                                                

----------------  

TABLE OF CONTENTS 

PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
The Company................................................................ S-3 
Use of Proceeds............................................................ S-3 
Capitalization............................................................. S-3 
Summary Financial Data..................................................... S-4 
Ratio of Earnings to Fixed Charges......................................... S-5 
Recent Developments........................................................ S-6 
Description of Notes....................................................... S-6 
Underwriting............................................................... S-8 
Legal Matters.............................................................. S-9 

                                   PROSPECTUS                                   


                                                                            PAGE
                                                                            ----
                                                                                
Available Information......................................................   2 
Incorporation of Certain Documents by Reference............................   2 
The Company................................................................   3 
Use of Proceeds............................................................   3 
Ratio of Earnings to Fixed Charges.........................................   3 
Description of the Debt Securities.........................................   3 
Plan of Distribution.......................................................  12 
Legal Matters..............................................................  13 
Experts....................................................................  13 

----------------  

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOTOR EFFECT  
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OFTHE NOTES AT A      
LEVEL ABOVE WHICH THEY MIGHT OTHERWISE PREVAIL IN THEOPEN MARKET. SUCH          
TRANSACTIONS MAY BE EFFECTED IN THE OPEN MARKET OR OTHERWISE. SUCH STABILIZING, 
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                                  

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THE COMPANY 

The Company is primarily engaged in the rail transportation business. The   
Company's principal subsidiary, Burlington Northern Railroad Company (the       
"Railroad"), operates the largest railroad system in the United States based    
on miles of road and second main track, with approximately 24,500 total miles   
at December 31, 1993, covering 25 states and two Canadian provinces.            

USE OF PROCEEDS 

The net proceeds to the Company from the sale of the Notes offered by this  
Prospectus Supplement will be used to retire $150 million aggregate principal   
amount of Burlington Northern Railroad Company Consolidated Mortgage Bonds 8    
7/8%, Series I, Due May 30, 1994. Such proceeds may, from time to time, until   
so used, be invested in short-term securities.                                  

CAPITALIZATION  

The following table sets forth the actual capitalization of the Company at  
March 31, 1994, and as adjusted to reflect the sale by the Company of the       
Notes pursuant to this offering and the application of the net proceeds         
thereof as described above. See "Use of Proceeds." The actual financial data    
set forth below as of March 31, 1994 have been taken from the condensed         
financial data included in the Quarterly Report on Form 10-Q filed May 2, 1994  
and incorporated by reference into the Prospectus.                              

                                                                [Download Table]

                                                            MARCH 31, 1994     
                                                         ----------------------
                                                         ACTUAL  AS ADJUSTED(1)
                                                         ------  --------------
                                                             (IN MILLIONS,     
                                                              UNAUDITED)       
                                                                               
Commercial Paper                                         $  127      $  128    
Long-term debt (including current portion):                                    
  Burlington Northern Inc.:                                                    
    9% Debentures, Due 1997 to 2016.....................    157         157    
    8 3/4% Debentures, Due 2022.........................    200         200    
    7% Notes, Due 2002..................................    150         150    
    7 1/2% Debentures, Due 2023.........................    150         150    
    Equipment obligations, weighted average rate of                            
     7.21%, Due 1994 to 2013............................    191         191    
    7.40% Notes, Due 1999 offered hereby................    --          150    
  Burlington Northern Railroad Company:                                        
    Mortgage bonds, 2 5/8 to 10%, Due 1994 to 2047 (1997                       
     to 2047, as adjusted)..............................    797         647    
    Equipment and other obligations, weighted average                          
     rate of 7.18%, Due serially to 2009................    103         103    
    Capitalized lease obligations, weighted average rate                       
     of 8.25%...........................................      9           9    
    Income Debentures, 5%, Due serially to 2006.........      8           8    
  Unamortized discount and other........................    (67)        (67)   
                                                         ------      ------    
Total long-term debt....................................  1,825       1,826    
                                                         ======      ======    
Stockholders' equity:                                                          
  Convertible preferred stock, no par value.............    337         337    
  Common stock, without par value, at stated value......      1           1    
  Additional paid-in capital ...........................  1,431       1,431    
  Retained earnings.....................................    243         243    
  Treasury stock, at cost...............................     (4)         (4)   
  Other.................................................    (31)        (31)   
                                                         ------      ------    
Total stockholders' equity..............................  1,977       1,977    
                                                         ------      ------    
Total capitalization.................................... $3,802      $3,803    
                                                         ======      ======    

--------                                                                        
(1) The As Adjusted column reflects the issuance of the Notes and the Use of    
Proceeds as noted above. Not reflected in the As Adjusted column is a       
capital lease obligation of $40 million entered into on April 28, 1994 in   
conjunction with the issuance of the Pass Through Certificates, Series 1994-
A to finance the acquisition of 25 locomotives.                             

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SUMMARY FINANCIAL DATA

The financial data set forth below for each of the years ended December 31, 
1989 through 1993 have been taken from the financial data included in the       
Annual Report on Form 10-K incorporated by reference into the Prospectus        
accompanying this Prospectus Supplement. The unaudited Income Statement Data    
and Per Common Share Data for the three months ended March 31, 1994 and 1993    
and the Balance Sheet and Ratio Data at March 31, 1994 have been taken from the 
financial data included in the Quarterly Report on Form 10-Q for the three      
months ended March 31, 1994 incorporated by reference into the Prospectus       
accompanying this Prospectus Supplement and reflect all adjustments (consisting 
only of normal recurring adjustments) that are, in the opinion of the Company's 
management, necessary for a fair presentation of the consolidated results of    
operations and financial position for the interim periods then ended. Such      
results of operations for the three months ended March 31, 1994 are not         
necessarily indicative of results to be anticipated for the entire year. This   
financial data should be read in conjunction with the detailed information and  
consolidated financial statements, including notes thereto, included in the     
documents incorporated by reference into the Prospectus accompanying this       
Prospectus Supplement.                                                          

                                                                [Download Table]

                         THREE MONTHS                                           
                          ENDED MARCH                                           
                              31,             YEAR ENDED DECEMBER 31,           
                         --------------  -------------------------------------- 
                          1994    1993    1993    1992    1991    1990    1989  
                         ------  ------  ------  ------  ------  ------  ------ 
                          (UNAUDITED)                                           
                           (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)         
                                                                                
Income Statement Data:                                                          
  Revenues(1)........... $1,210  $1,170  $4,699  $4,630  $4,559  $4,674  $4,606 
  Special charge(2).....    --      --      --      --     (708)    --      --  
  Operating income                                                              
   (loss)...............    182     168     661     597    (239)    595     657 
  Income (loss) before                                                          
   extraordinary items                                                          
   and cumulative effect                                                        
   of changes in                                                                
   accounting methods...     87      82     296     299    (306)    222     243 
  Net income                                                                    
   (loss)(3)(4)(5)(6)...     77      82     296     278    (320)    236     243 
Per Common Share Data:                                                          
  Earnings (loss) before                                                        
   extraordinary items                                                          
   and cumulative effect                                                        
   of changes in                                                                
   accounting methods...   0.90    0.86    3.06    3.35   (3.96)   2.89    3.19 
  Earnings (loss).......   0.79    0.86    3.06    3.11   (4.14)   3.07    3.19 
  Dividends declared....   0.30    0.30    1.20    1.20    1.20    1.20    1.20 
Balance Sheet and Ratio                                                         
 Data (at Period End):                                                          
  Total assets(7).......  7,190   6,592   7,045   6,563   6,324   6,061   6,144 
  Total debt............  1,825   1,533   1,737   1,567   1,982   2,133   2,333 
  Stockholders' equity..  1,977   1,788   1,919   1,728   1,202   1,241   1,080 
  Total debt to total                                                           
   capital, excluding                                                           
   redeemable preferred                                                         
   stock................     48%     46%     48%     48%     62%     63%     68%

--------                                                                        
(1) Beginning in 1990, shortline expenses were reported as a reduction of       
revenues. Prior to 1990, these expenses had been included in purchased  
services expense. The reclassification had no effect on net income.     
Previously issued financial statements were not restated to reflect the 
reclassification.                                                       
(2) The 1991 pre-tax special charge relates to: (i) restructuring costs for     
reducing surplus crew positions and a management separation pay program,
(ii) increases in estimated personal injury costs and (iii) increases in
environmental clean-up costs.                                           

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(3) During 1991, the Company extinguished debt through an early redemption      
   resulting in an extraordinary loss, net of income taxes, of $14 million, or
 $.18 per common share. During 1990, the Company extinguished debt through
note exchange agreements and the purchase of certain debentures. The net
income for the year ended December 31, 1990 includes a resulting        
   extraordinary gain, net of income taxes, of $14 million, or $.18 per common
share.                                                                  
(4) Results for 1992 reflect the cumulative effect of the change in accounting  
method for revenue recognition, and the cumulative effect of the        
implementation of the accounting standard for postretirement benefits   
(Statement of Financial Accounting Standards (SFAS) No. 106). The       
cumulative effect of the change in accounting method for revenue        
recognition decreased 1992 net income by $11 million, or $.13 per common
share. The cumulative effect of the change in accounting method for     
 postretirement benefits decreased 1992 net income by $10 million, or $.11
per common share, and had no immediate effect on cash flows.            
(5) Results for 1993 include the effects of the Omnibus Budget Reconciliation   
   Act of 1993 (the Act) which was signed into law on August 10, 1993. The Act
 increased the corporate federal income tax rate by one percent, effective
January 1, 1993, which reduced net income by $29 million, or $.32 per   
common share, through the date of enactment.                            
(6) Results for the three months ended March 31, 1994 reflect the cumulative    
effect of the change in accounting method for postemployment benefits   
resulting from the adoption of SFAS No. 112, "Employers' Accounting for 
   Postemployment Benefits." The cumulative effect of the change in accounting
method decreased net income for the three months ended March 31, 1994 by
$10 million, or $.11 per common share.                                  
(7) During 1993, the Company adopted SFAS No. 109, "Accounting for Income       
 Taxes." The effect of the adoption was to increase the current portion of
the deferred income tax asset with a corresponding increase in the      
   noncurrent deferred income tax liability of $26 million at January 1, 1993.
Certain 1992 balance sheet data was reclassified to conform to the 1993 
  presentation. These reclassifications had no effect on previously reported
net income, stockholders' equity or cash flows.                         

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges of the
Company for each of the five years ended December 31, 1989 through 1993 and for 
the three month period ended March 31, 1994.                                    

                                                                [Download Table]

                                                   YEAR ENDED DECEMBER 31,     
                                                   --------------------------- 
                                     THREE MONTHS                              
                                        ENDED                                  
                                    MARCH 31, 1994 1993  1992  1991 1990  1989 
                                    -------------- ----  ----  ---- ----  ---- 
                                     (UNAUDITED)                               
                                                                               
Earnings to fixed charges (1)......      3.22x     3.19x 2.58x  --  2.01x 1.98x
Deficiency in earnings to cover                                                
 fixed charges, in millions (2)....      --         --    --   $490  --    --  

--------                                                                        
(1) For purposes of this ratio, earnings are calculated by adding fixed charges 
(excluding capitalized interest) to income (loss) before income taxes,  
   extraordinary items and cumulative effect of changes in accounting methods.
 Fixed charges consist of interest on indebtedness (including amortization
of debt discount and premium) and the portion of rental expense         
representative of an interest factor.                                   
(2) The ratio of earnings to fixed charges, before the 1991 special charge of   
 $708 million, was 1.65x. Additional earnings of $490 million for the year
 ended December 31, 1991 would have been necessary to cover fixed charges.

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RECENT DEVELOPMENTS 

By letter dated May 3, 1994, an Acting Assistant Attorney General for the   
Environment and Natural Resources Division of the U.S. Department of Justice    
("Department") advised that the Department, at the request of the U.S.          
Environmental Protection Agency ("EPA"), is preparing to file suit in federal   
court against Railroad for the release of oil and hazardous substances into     
navigable waters of the United States in the course of three derailments.       
Specifically referenced are (1) the alleged release of hazardous substances     
into the Nemadji River and its shoreline near Superior, Wisconsin, on June 30,  
1992, (2) the alleged release of oil into the North Platte River and its        
shoreline near Guernsey, Wyoming, on January 9, 1993, and (3) the alleged       
release of oil into a tributary of the Bighorn River near Worland, Wyoming, on  
May 6, 1993. The letter charges that pursuant to 33 U.S.C. (S) 1321(b)(7),      
Railroad is liable to the United States for civil penalties of up to $25,000    
per day of violation or $1,000 per barrel of oil or per reportable quantity of  
each hazardous substance discharged. The EPA calculates the statutory maximum   
penalty associated with these three spills to be $10,137,000.                   

Under the applicable water pollution statutes it appears that some fine     
against Railroad is likely. However, such statutes, specifically 33 U.S.C.      
(S) 1321(b)(8), provide that penalties shall be mitigated based upon factors    
such as the seriousness of the violation, the economic benefit to the violator, 
the degree of culpability, the history of violation and the response of the     
violator to minimize or mitigate the adverse effects of the spill. Based upon   
the facts of these spills and Railroad's conduct, all of the above-referenced   
mitigation factors favor a substantially lower fine than that calculated by the 
EPA and the Department.                                                         

At settlement meetings scheduled for late May, the Department will discuss  
the basis for its claims and penalty calculations, and Railroad will be         
afforded the opportunity to discuss mitigating factors in the context of the    
allegations. Railroad expects that progress toward settlement can be achieved   
in these and subsequent meetings. If a compromise is not reached, however,      
Railroad believes that it has substantial defenses to, and evidence to mitigate 
the severity of, any fines which could be imposed. Railroad believes it can     
demonstrate that the amounts claimed by the government are out of proportion to 
any reasonable assessment. Accordingly, in litigation, Railroad believes it     
should be successful in significantly reducing the amount of any fine from the  
above calculated statutory maximum.                                             

DESCRIPTION OF NOTES

The Notes are to be issued under the Indenture dated as of February 14, 1992
(the "Indenture") between the Company and The First National Bank of Chicago,   
Trustee, which Indenture is more fully described in the Prospectus accompanying 
this Prospectus Supplement. The following description of the particular terms   
of the Notes offered hereby supplements, and to the extent inconsistent         
therewith, replaces, the description of the general terms and provisions of the 
Debt Securities set forth in the Prospectus under the caption "Description of   
the Debt Securities". Whenever particular defined terms of the Indenture are    
referred to, such defined terms are incorporated herein by reference. The Notes 
are part of the $500 million aggregate principal amount of Debt Securities of   
the Company registered under the Securities Act of 1933, as amended, in         
February, 1994.                                                                 

GENERAL                                                                         

Interest on each Note at the annual rate set forth on the cover page of this
Prospectus Supplement will accrue from May 15, 1994 and be payable semiannually 
on May 15 and November 15 of each year, commencing November 15, 1994, to the    
person in whose name the Note (or any predecessor Note) is registered at the    
close of business on the next preceding April 30 and October 30, respectively.  
The Notes will be limited to $150 million aggregate principal amount and will   
mature on May 15, 1999. The Notes will be unsecured and unsubordinated          
obligations of the Company.                                                     

  The defeasance and covenant defeasance provisions of the Indenture described
under "Description of the Debt Securities--Defeasance and Covenant Defeasance"  
in the Prospectus accompanying this Prospectus Supplement will apply to the     
Notes.                                                                          

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The Notes may not be redeemed prior to maturity and are not subject to a    
sinking fund.                                                                   

BOOK-ENTRY, DELIVERY AND FORM                                                   

The Notes will be issued in the form of a fully registered Global Note. The 
Global Note will be deposited with, or on behalf of, the Depository and         
registered in the name of the Depository's nominee. For purposes of this        
Prospectus Supplement, "Global Note" refers to the Global Note representing the 
entire issue of Notes offered hereby.                                           

Except as set forth below, the Global Note may be transferred, in whole and 
not in part, only to another nominee of the Depository or to a successor of the 
Depository or its nominee.                                                      

The Depository has advised as follows: it is a limited-purpose trust company
which was created to hold securities for its participating organizations (the   
"Participants") and to facilitate the clearance and settlement of securities    
transactions in such securities between Participants through electronic book-   
entry changes in accounts of its Participants. Participants include securities  
brokers and dealers (including the Underwriters), banks and trust companies,    
clearing corporations and certain other organizations. Access to the            
Depository's system is also available to others such as banks, brokers, dealers 
and trust companies that clear through or maintain a custodial relationship     
with a Participant, either directly or indirectly ("indirect participants").    
Persons who are not Participants may beneficially own securities held by the    
Depository only through Participants or indirect participants.                  

The Depository advises that its established procedures provide that (i) upon
issuance of the Notes by the Company, the Depository will credit the accounts   
of Participants designated by the Underwriters with the principal amounts of    
the Notes purchased by the Underwriters, and (ii) ownership of interests in the 
Global Note will be shown on, and the transfer of that ownership will be        
effected only through, records maintained by the Depository, the Participants   
and the indirect participants. The laws of some states require that certain     
persons take physical delivery in definitive form of securities which they own. 
Consequently, the ability to transfer beneficial interests in the Global Note   
is limited to such extent.                                                      

So long as a nominee of the Depository is the registered owner of the Global
Note, such nominee for all purposes will be considered the sole owner or holder 
of the Notes under the Indenture. Except as provided below, owners of           
beneficial interests in the Global Note will not be entitled to have Notes      
registered in their names, will not receive or be entitled to receive physical  
delivery of Notes in definitive form, and will not be considered the owners or  
holders thereof under the Indenture.                                            

 Neither the Company, the Trustee, any Paying Agent nor the Security Registrar
will have any responsibility or liability for any aspect of the records         
relating to or payments made on account of beneficial ownership interests in    
the Global Note, or for maintaining, supervising or reviewing any records       
relating to such beneficial ownership interests.                                

Principal and interest payments on the Notes registered in the name of the  
Depository's nominee will be made by the Trustee to the Depository's nominee as 
the registered owner of the Global Note. Under the terms of the Indenture, the  
Company and the Trustee will treat the persons in whose names the Notes are     
registered as the owners of such Notes for the purpose of receiving payment of  
principal and interest on such Notes and for all other purposes whatsoever.     
Therefore, neither the Company, the Trustee nor any Paying Agent has any direct 
responsibility or liability for the payment of principal or interest on the     
Notes to owners of beneficial interests in the Global Note. The Depository has  
advised the Company and the Trustee that its present practice is, upon receipt  
of any payment of principal or interest, to immediately credit the accounts of  
the Participants with such payment in amounts proportionate to their respective 
holdings in principal amount of beneficial interests in the Global Note as      
shown on the records of the Depository. Payments by Participants and indirect   
participants to owners of beneficial interests in the Global Note will be       
governed by standing instructions and customary practices, as is now the case   
with securities held for the accounts of                                        

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customers in bearer form or registered in "street name," and will be the        
responsibility of the Participants or indirect participants.                    

If the Depository is at any time unwilling or unable to continue as         
depository and a successor depository is not appointed by the Company within 90 
days, the Company will issue Notes in definitive form in exchange for the       
Global Note. In addition, the Company may at any time determine not to have the 
Notes represented by a Global Note and, in such event, will issue Notes in      
definitive form in exchange for the Global Note. In either instance, an owner   
of a beneficial interest in the Global Note will be entitled to have Notes      
equal in principal amount to such beneficial interest registered in its name    
and will be entitled to physical delivery of such Notes in definitive form.     
Notes so issued in definitive form will be issued in denominations of $1,000    
and integral multiples thereof and will be issued in registered form only,      
without coupons.                                                                

SAME-DAY SETTLEMENT AND PAYMENT                                                 

Settlement for the Notes will be made by the Underwriters in immediately    
available funds. All payments of principal and interest will be made by the     
Company in immediately available funds.                                         

UNDERWRITING

Under the terms and subject to the conditions contained in the Underwriting 
Agreement dated the date hereof, the Underwriters named below have severally    
agreed to purchase, and the Company has agreed to sell to them severally, the   
respective principal amount of the Notes set forth opposite their respective    
names below:                                                                    

                                                                [Download Table]

     NAME                                                       PRINCIPAL AMOUNT
     ----                                                       ----------------
                                                                                
Morgan Stanley & Co. Incorporated.............................    $ 50,000,000  
Kidder, Peabody & Co. Incorporated............................      50,000,000  
Salomon Brothers Inc  ........................................      50,000,000  
                                                                  ------------  
     Total....................................................    $150,000,000  
                                                                  ============  

The Underwriting Agreement provides that the obligation of the several      
Underwriters to pay for and accept delivery of the Notes is subject to, among   
other things, the approval of certain legal matters by its counsel and certain  
other conditions. The Underwriters are committed to take and pay for all the    
Notes offered hereby if any are taken.                                          

The Underwriters initially propose to offer part of the Notes to the public 
at the public offering price set forth on the cover page hereof, and part to    
certain dealers at a price that represents a concession not in excess of .375%  
of the principal amount of the Notes. Any Underwriter may allow, and such       
dealers may reallow, a concession not in excess of .250% of the principal       
amount of the Notes to certain other dealers. After the initial offering of the 
Notes, the offering price and other selling terms may from time to time be      
varied by the Underwriters.                                                     

All secondary trading in the Notes will settle in immediately available     
funds. See "Description of Notes--Same-Day Settlement and Payment."             

The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933, as         
amended.                                                                        

The Company does not intend to apply for listing of the Notes on a national 
securities exchange, but has been advised by the Underwriters that they         
presently intend to make a market in the Notes, as permitted by applicable laws 
and regulations. The Underwriters are not obligated, however, to make a market  
in the Notes and any such market-making may be discontinued at any time at the  
sole discretion of the Underwriters. Accordingly, no assurance can be given as  
to the liquidity of, or trading markets for, the Notes.                         

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LEGAL MATTERS 

The validity of the Notes offered hereby will be passed upon for the Company
by Francis T. Kelly, Esq., Securities and Finance Counsel of the Company and    
for the Underwriters by Shearman & Sterling, New York, New York. As of May 7,   
1994, Mr. Kelly owned 4,030 shares of Common Stock of the Company (including    
2,788 restricted shares, subject to forfeiture) and held options to purchase    
7,381 shares of such Common Stock.                                              

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PROSPECTUS                                                                      

BURLINGTON NORTHERN INC.

DEBT SECURITIES 

----------- 

The Company will offer from time to time its unsecured debt securities (the 
"Debt Securities") at an aggregate initial offering price of up to              
$500,000,000, on terms to be determined at the time of sale. The specific       
designation, aggregate principal amount, maturity, rate and time of payment of  
any interest, purchase price, any terms relating to mandatory or optional       
redemption (including any sinking fund), any modification of the covenants and  
any other specific terms in connection with the sale of the Debt Securities in  
respect of which this Prospectus is being delivered, are set forth in an        
accompanying Prospectus Supplement. The Prospectus Supplement also includes     
information concerning any listing of the Debt Securities on a stock exchange.  

The Debt Securities may be offered directly, through agents designated from 
time to time, through dealers, or through underwriters. Any such agents,        
dealers or underwriters are set forth in the accompanying Prospectus            
Supplement. If an agent of the Company or a dealer or underwriter is involved   
in the offering of the Debt Securities, the agent's commission, dealer's        
purchase price, underwriter's discount and net proceeds to the Company will be  
set forth in the Prospectus Supplement. Any underwriters, dealers or agents     
participating in the offering may be deemed "underwriters" within the meaning   
of the Securities Act of 1933.                                                  

----------- 

THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
EXCHANGE COMMISSION OR ANY STATE  SECURITIES COMMISSION NOR HAS THE  SECURI-
TIES AND EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES COMMISSION  PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION  TO
THE CONTRARY IS A CRIMINAL OFFENSE.                                   

----------- 

The date of this Prospectus is February 9, 1994.

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AVAILABLE INFORMATION 

Burlington Northern Inc. (the "Company") is subject to the informational    
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange  
Act"), and, in accordance therewith, files reports, proxy statements and other  
information with the Securities and Exchange Commission (the "Commission"). The 
Registration Statement and amendments thereof, and the exhibits thereto,        
reports, proxy statements and other information filed by the Company with the   
Commission can be inspected and copied at the Public Reference Section of the   
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,   
D.C. 20549, and at the following Regional Offices of the Commission: New York   
Regional Office, Suite 1300, Seven World Trade Center, New York, New York 10048 
and Chicago Regional Office, Suite 1400, Citicorp Center, 500 West Madison      
Street, Chicago, Illinois 60661. Copies of such material can be obtained from   
the Public Reference Section of the Commission, Washington, D.C. 20549 at       
prescribed rates. In addition, such materials may be inspected and copied at    
the offices of the New York Stock Exchange, Inc. ("NYSE"), 20 Broad Street, New 
York, New York 10005, the Midwest Stock Exchange, Incorporated, 440 South       
LaSalle Street, Chicago, Illinois 60605, and the Pacific Stock Exchange,        
Incorporated, 301 Pine Street, San Francisco, California 94104.                 

This Prospectus constitutes a part of a registration statement on Form S-3  
(together with all amendments and exhibits, the "Registration Statement") filed 
by the Company with the Commission under the Securities Act of 1933, as amended 
(the "Securities Act"). This Prospectus does not contain all of the information 
included in the Registration Statement, certain parts of which are omitted in   
accordance with the rules and regulations of the Commission. Reference is made  
to such Registration Statement and to the exhibits relating thereto for further 
information with respect to the Company and the Debt Securities offered hereby. 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents have been filed by the Company with the Commission  
(File No. 1-8159) pursuant to the Exchange Act and are incorporated by          
reference and made a part of this Prospectus:                                   

(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1992;                                                                   

(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended 
March 31, 1993, June 30, 1993 and September 30, 1993;                       

(3) The Company's Proxy Statement dated March 5, 1993, for its annual   
meeting of stockholders held on April 15, 1993; and                         

(4) The Company's Current Reports on Form 8-K dated July 14, 1993 and   
September 2, 1993.                                                          

All documents filed by the Company with the Commission pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this      
prospectus and prior to the termination of this offering shall be deemed to be  
incorporated by reference into this Prospectus and to be a part hereof from the 
date of filing of such documents. Any statement contained in a document         
incorporated or deemed to be incorporated by reference herein or contained in   
this Prospectus shall be deemed to be supplemented, modified or superseded for  
purposes of this Prospectus to the extent that a statement contained herein or  
in any other subsequently filed document which also is or is deemed to be       
incorporated by reference herein supplements, modifies or supersedes such       
statement. Any such statement so modified or superseded shall not be deemed to  
constitute a part of this Prospectus.                                           

The Company will provide without charge to each person to whom this         
Prospectus is delivered, on written or oral request of such person, a copy      
(without exhibits) of any and all documents incorporated herein                 

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by reference. Requests for such copies should be directed to Burlington         
Northern Inc., 3800 Continental Plaza, 777 Main Street, Fort Worth, Texas       
76102, Attention: Corporate Secretary, telephone number (817) 333-7951.         

THE COMPANY 

The Company is primarily engaged in the rail transportation business. The   
Company's principal subsidiary, Burlington Northern Railroad Company (the       
"Railroad"), operates the largest railroad system in the United States based on 
miles of road and second main track, with approximately 25,000 total miles at   
December 31, 1992, covering 25 states and two Canadian provinces.               

The principal cities served include Chicago, Minneapolis-St. Paul, Fargo-   
Moorhead, Billings, Spokane, Seattle, Portland, St. Louis, Kansas City, Des     
Moines, Omaha, Lincoln, Cheyenne, Denver, Fort Worth, Dallas, Houston,          
Galveston, Tulsa, Wichita, Springfield (Missouri), Memphis, Birmingham, Mobile  
and Pensacola.                                                                  

 The Company was incorporated in Delaware in 1981 as part of a holding company
reorganization. The Company has its principal executive offices at 3800         
Continental Plaza, 777 Main Street, Fort Worth, Texas 76102. Its telephone      
number is (817) 333-2000.                                                       

USE OF PROCEEDS 

Net proceeds from the sale of the Debt Securities of any series will be     
specified in the Prospectus Supplement applicable to such series and are        
expected to be used to repay the Company's debt or for other general corporate  
purposes.                                                                       

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges of the
Company for the nine months ended September 30, 1993 and each of the five years 
ended December 31, 1988 through 1992.                                           

                                                                [Download Table]

                                      NINE MONTHS                              
                                         ENDED                                 
                                     SEPTEMBER 30,   YEAR ENDED DECEMBER 31,   
                                     ------------- ----------------------------
                                         1993      1992  1991 1990  1989  1988 
                                     ------------- ----- ---- ----- ----- -----
                                                                               
Earnings to fixed charges(1)........     2.82x     2.58x  --  2.01x 1.98x 1.44x
Deficiency in earnings to cover                                                
 fixed charges(2)...................       --        --  $490   --    --    -- 

--------                                                                        
(1) For purposes of this ratio, earnings are calculated by adding fixed charges 
(excluding capitalized interest) to income (loss) before income taxes,  
discontinued operations, extraordinary items and cumulative effect of   
changes in accounting methods. Fixed charges consist of interest on     
  indebtedness (including amortization of debt discount and premium) and the
portion of rental expense representative of an interest factor.         
(2) The ratio of earnings to fixed charges, before the 1991 special charge of   
 $708 million, was 1.65x. Additional earnings of $490 million for the year
 ended December 31, 1991 would have been necessary to cover fixed charges.

DESCRIPTION OF THE DEBT SECURITIES

The Debt Securities are to be issued under an indenture as supplemented from
time to time (the "Indenture"), to be executed by the Company and The First     
National Bank of Chicago, as trustee                                            

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(the "Trustee"), as shall be set forth in the Prospectus Supplement relating to 
Debt Securities being offered thereby. The form of the Indenture is filed as an 
exhibit to the Registration Statement. The statements made under this heading   
relating to the Debt Securities and the Indenture are summaries of the          
provisions thereof and do not purport to be complete. Parenthetical references  
below are to the Indenture or to sections of the Trust Indenture Act of 1939,   
as amended (the "TIA") (certain provisions of which govern the terms of the     
Indenture), and, whenever any particular provision of the Indenture or the TIA  
or any defined term used therein is referred to, such provision or defined term 
is incorporated by reference as a part of the statement in connection with      
which such reference is made, and the statement in connection with which such   
reference is made is qualified in its entirety by such reference.               

GENERAL                                                                         

The Debt Securities will be direct, unsecured obligations of the Company and
will rank equally with all other unsecured and unsubordinated indebtedness of   
the Company. Creditors of the Railroad and the Company's other subsidiaries     
will have a claim on the assets of such subsidiaries prior to the holders of    
the Debt Securities. The Debt Securities may be issued in one or more series.   
The particular terms of each series of Debt Securities, as well as any          
modifications of or additions to the general terms of the Debt Securities as    
described herein that may be applicable in the case of a particular series of   
Debt Securities, will be described in the Prospectus Supplement relating to     
such series of Debt Securities. Accordingly, for a description of the terms of  
a particular series of Debt Securities, reference must be made to both the      
Prospectus Supplement relating thereto and the description of Debt Securities   
set forth in this Prospectus.                                                   

 Reference is made to the Prospectus Supplement for the following terms of the
Debt Securities being offered thereby: (1) the title of such Debt Securities;   
(2) any limit on the aggregate principal amount of such Debt Securities; (3)    
the percentage of the principal amount at which such Debt Securities will be    
issued and, if other than the principal amount thereof, the portion of the      
principal amount thereof payable upon declaration of acceleration of the        
maturity thereof or the method by which such portion shall be determined; (4)   
the date or dates, or the method by which such date or dates will be determined 
or extended, on which the principal of such Debt Securities will be payable;    
(5) the rate or rates at which such Debt Securities will bear interest, if any, 
or the method by which such rate or rates shall be determined; (6) the date or  
dates from which interest, if any, on such Debt Securities shall accrue or the  
method by which such date or dates shall be determined, the dates on which such 
interest, if any, will be payable and the Regular Record Date, if any, for the  
interest payable on any Registered Security of the series on any Interest       
Payment Date, or the method by which any such date shall be determined, and the 
basis on which interest shall be calculated if other than on the basis of a     
360-day year of twelve 30-day months; (7) the period or periods within which,   
the price or prices at which, the Currency in which, and the other terms and    
conditions upon which, such Debt Securities may be redeemed in whole or in      
part, at the option of the Company; (8) the obligation, if any, of the Company  
to redeem, repay or purchase such Debt Securities pursuant to any sinking fund  
or analogous provision or at the option of a Holder thereof and the period or   
periods within which or the date or dates on which, the price or prices at      
which, the Currency in which, and the other terms and conditions upon which,    
such Debt Securities shall be redeemed, repaid or purchased, in whole or in     
part, pursuant to such obligation; (9) whether such Debt Securities are to be   
issuable as Registered Securities or Bearer Securities or both, and whether     
such Debt Securities are to be issuable, either temporarily or permanently, in  
global form and, if so, whether beneficial owners of interests in any such      
permanent global security may exchange such interests for Debt Securities of    
such series and of like tenor of any authorized form and denomination and the   
circumstances under which any such exchanges may occur, if other than in the    
manner provided in the Indenture, and, if Registered Securities of the series   
are to be issuable as a global security, the identity of the depository for     
such series; (10) if other than U.S. dollars, the Currency in which such Debt   
Securities will be denominated and in which the principal of (and premium, if   
any) and any interest on such Debt Securities will be payable; (11) whether the 
amount of payments of principal of (and premium, if any) or interest, if any,   
on such Debt Securities may be determined with reference to an index, formula   
or other method (which index, formula or method may be based on one or more     
Currencies, commodities, equity                                                 

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indices or other indices) and the manner in which such amounts shall be         
determined; (12) whether the Company or Holder may elect payment of the         
principal of (and premium, if any) or interest, if any, on such Debt Securities 
in one or more Currencies other than that in which such Debt Securities are     
denominated or stated to be payable, the period or periods within which, and    
the terms and conditions upon which, such election may be made, and the time    
and manner of determining the exchange rate between the Currency in which such  
Debt Securities are denominated or stated to be payable and the Currency in     
which such Debt Securities are to be so payable; (13) the place or places, if   
any, other than or in addition to New York, New York where the principal of     
(and premium, if any) and any interest on such Debt Securities shall be         
payable, any Registered Securities of the series may be surrendered for         
registration of transfer, such Debt Securities may be surrendered for exchange  
and notice or demands to or upon the Company in respect of such Debt Securities 
and the Indenture may be served; (14) if other than denominations of $1,000 and 
any integral multiple thereof, the denominations in which any Registered        
Securities of the series shall be issuable and, if other than the denomination  
of $5,000, the denomination or denominations in which any Bearer Securities of  
the series shall be issuable; (15) the identity of the Trustee for such Debt    
Securities and, if other than the Trustee, the Security Registrar and/or the    
Paying Agent; (16) the applicability, if at all, to such Debt Securities of the 
provisions of Article Fourteen of the Indenture described under "Defeasance and 
Covenant Defeasance" and any provisions in modification of, in addition to or   
in lieu of any of the provisions of such Article; (17) the Person to whom any   
interest on any Registered Security of the series shall be payable, if other    
than the Person in whose name that Security (or one or more Predecessor         
Securities) is registered at the close of business on the Regular Record Date   
for such interest, the manner in which, or the Person to whom, any interest on  
any Bearer Security of the series shall be payable, if otherwise than upon      
presentation and surrender of the coupons appertaining thereto as they          
severally mature, and the extent to which, or the manner in which, any interest 
payable on a temporary global security on an Interest Payment Date will be paid 
if other than in the manner provided in the Indenture; (18) whether and under   
what circumstances the Company will pay Additional Amounts as contemplated by   
Section 1005 of the Indenture on such Debt Securities to any Holder who is not  
a United States person (including any modification to the definition of such    
term as contained in the Indenture as originally executed) in respect of any    
tax, assessment or governmental charge and, if so, whether the Company will     
have the option to redeem such Debt Securities rather than pay such Additional  
Amounts (and the terms of any such option); (19) provisions, if any, granting   
special rights to the Holders of such Debt Securities upon the occurrence of    
such events as may be specified; (20) any deletions from, modifications of or   
additions to the Events of Default or covenants of the Company with respect to  
such Debt Securities, whether or not such Events of Default or covenants are    
consistent with the Events of Default or covenants set forth herein; (21) the   
date as of which any Bearer Securities of the series and any temporary global   
security shall be dated if other than the date of original issuance of the      
first of such Debt Securities; (22) if such Debt Securities are to be issuable  
in definitive form (whether upon original issue or upon exchange of a temporary 
security of such series) only upon receipt of certain certificates or other     
documents or satisfaction of other conditions, then the form and/or terms of    
such certificates, documents or conditions; (23) the designation of the initial 
Exchange Rate Agent, if any; and (24) any other terms of such Debt Securities.  

 The Indenture does not contain any provisions which may afford the Holders of
Debt Securities of any series protection in the event of a highly leveraged     
transaction or other transaction which may occur in connection with a takeover  
attempt resulting in a decline in the credit rating of the Debt Securities. Any 
provision that does provide such protection, if applicable to the Debt          
Securities, will be described in the Prospectus Supplement relating thereto.    

 The Indenture provides that the Debt Securities referred to on the cover page
of this Prospectus and additional unsubordinated, unsecured debt securities of  
the Company unlimited as to aggregate principal amount may be issued in one or  
more series thereunder, in each case as authorized from time to time by the     
Board of Directors of the Company. (Section 301) The Debt Securities referred   
to on the cover page of this Prospectus and any such additional debt securities 
so issued under the Indenture are herein collectively referred to, when a       
single Trustee is acting for all, as the "Indenture Securities". The Indenture  
also provides                                                                   

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that there may be more than one Trustee under the Indenture, each with respect  
to one or more different series of Indenture Securities. See also "Resignation  
of Trustee" herein. At a time when two or more Trustees are acting, each with   
respect to only certain series, the term "Indenture Securities" as used herein  
shall mean the one or more series with respect to which each respective Trustee 
is acting. In the event that there is more than one Trustee under the           
Indenture, the powers and trust obligations of each Trustee as described herein 
shall extend only to the one or more series of Indenture Securities for which   
it is Trustee. If more than one Trustee is acting under the Indenture, then the 
Indenture Securities (whether of one or more than one series) for which each    
Trustee is acting shall in effect be treated as if issued under separate        
indentures.                                                                     

Some or all of the Debt Securities may be issued under the Indenture as     
original issue discount Debt Securities (bearing no interest or interest at a   
rate that at the time of issuance is below market rates) to be issued at prices 
below their stated principal amounts. Federal income tax consequences and other 
special considerations applicable to any such original issue discount Debt      
Securities will be described in the Prospectus Supplement relating thereto.     

The Indenture does not contain any provision that would limit the ability of
the Company to incur indebtedness. Reference is made to the Prospectus          
Supplement related to the series of Debt Securities offered thereby for         
information with respect to any deletions from, modifications of or additions   
to the Events of Default or covenants of the Company applicable to such Debt    
Securities that are described below.                                            

Under the Indenture, the Company will have the ability, in addition to the  
ability to issue Debt Securities with terms different from those of Debt        
Securities previously issued, without the consent of the Holders, to reopen a   
previous issue of a series of Debt Securities and issue additional Debt         
Securities of such series, in an aggregate principal amount determined by the   
Company. (Section 301)                                                          

DENOMINATIONS, REGISTRATION AND TRANSFER                                        

Debt Securities of a series may be issuable solely as Registered Securities,
solely as Bearer Securities or as both Registered Securities and Bearer         
Securities. Registered Securities will be issuable in denominations of $1,000   
and integral multiples of $1,000 and Bearer Securities will be issuable in the  
denomination of $5,000 or, in each case, in such other denominations as may be  
in the terms of the Debt Securities of any particular series. The Indenture     
also provides that Debt Securities of a series may be issuable in global form.  
Unless otherwise indicated in the Prospectus Supplement, Bearer Securities will 
have interest coupons attached. (Section 201)                                   

 Registered Securities of any series will be exchangeable for other Registered
Securities of the same series and of a like aggregate principal amount and      
tenor of different authorized denominations. If (but only if) provided in the   
Prospectus Supplement, Bearer Securities (with all unmatured coupons, except as 
provided below, and all matured coupons in default) of any series may be        
exchanged for Registered Securities of the same series of any authorized        
denominations and of a like aggregate principal amount and tenor. In such       
event, Bearer Securities surrendered in a permitted exchange for Registered     
Securities between a Regular Record Date or a Special Record Date and the       
relevant date for payment of interest shall be surrendered without the coupon   
relating to such date for payment of interest, and interest will not be payable 
on such date for payment of interest in respect of the Registered Security      
issued in exchange for such Bearer Security, but will be payable only to the    
holder of such coupon when due in accordance with the terms of the Indenture.   
Unless otherwise specified in the Prospectus Supplement, Bearer Securities will 
not be issued in exchange for Registered Securities. (Section 305)              

The Debt Securities may be presented for exchange as described above, and   
Registered Securities may be presented for registration of transfer (duly       
endorsed or accompanied by a written instrument of transfer), at the corporate  
trust office of the Trustee in New York, New York or at the office of any       
transfer agent designated by the Company for such purpose with respect to any   
series of Debt Securities and referred to in the Prospectus Supplement. No      
service charge will be made for any transfer or exchange of Debt Securities,    

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but the Company may require payment of a sum sufficient to cover any tax or     
other governmental charge payable in connection therewith. (Section 305) If a   
Prospectus Supplement refers to any transfer agent (in addition to the Trustee) 
initially designated by the Company with respect to any series of Debt          
Securities, the Company may at any time rescind the designation of any such     
transfer agent or approve a change in the location through which any such       
transfer agent acts, except that, if Debt Securities of a series are issuable   
solely as Registered Securities, the Company will be required to maintain a     
transfer agent in each Place of Payment for such series and, if Debt Securities 
of a series may be issuable both as Registered Securities and as Bearer         
Securities, the Company will be required to maintain (in addition to the        
Trustee) a transfer agent in a Place of Payment for such series located outside 
the United States. The Company may at any time designate additional transfer    
agents with respect to any series of Debt Securities. (Section 1002)            

The Company shall not be required to (i) issue, register the transfer of or 
exchange Debt Securities of any series during a period beginning at the opening 
of business 15 days before any selection of Debt Securities of that series to   
be redeemed and ending at the close of business on (A) if Debt Securities of    
the series are issuable only as Registered Securities, the day of mailing of    
the relevant notice of redemption and (B) if Debt Securities of the series are  
issuable as Bearer Securities, the day of the first publication of the relevant 
notice of redemption or, if Debt Securities of the series are also issuable as  
Registered Securities and there is no publication, the mailing of the relevant  
notice of redemption; (ii) register the transfer of or exchange any Registered  
Security, or portion thereof, called for redemption, except the unredeemed      
portion of any Registered Security being redeemed in part; (iii) exchange any   
Bearer Security selected for redemption, except to exchange such Bearer         
Security for a Registered Security of that series and like tenor which is       
simultaneously surrendered for redemption; or (iv) issue, register the transfer 
of or exchange any Debt Security which has been surrendered for repayment at    
the option of the Holder, except the portion, if any, thereof not to be so      
repaid. (Section 305)                                                           

LIMITATION ON LIENS                                                             

In the Indenture, the Company covenants that it will not, and it will not   
permit any subsidiary to create, assume, incur or suffer to exist any lien upon 
any stock or indebtedness of the Railroad owned by the Company or any           
Subsidiary to secure any indebtedness (other than the Debt Securities) of the   
Company, any Subsidiary or any other Person, unless all of the Outstanding Debt 
Securities are directly secured equally and ratably with such indebtedness      
provided, however, that the Railroad may secure any indebtedness of the         
Railroad with other indebtedness of the Railroad. (Section 1006)                

EVENTS OF DEFAULT                                                               

The Indenture provides, with respect to any series of Debt Securities       
outstanding thereunder, that the following shall constitute Events of Default:  
(i) default in the payment of any interest upon or any Additional Amounts       
payable in respect of any Debt Security of that series, or of any coupon        
appertaining thereto, when the same becomes due and payable, continued for 30   
days; (ii) default in the payment of the principal of or any premium on any     
Debt Security of that series at its Maturity; (iii) default in the deposit of   
any sinking fund payment when due by the terms of any Debt Security of that     
series; (iv) default in the performance, or breach, of any covenant or warranty 
of the Company in the Indenture with respect to any Debt Security of that       
series, continued for 60 days after written notice to the Company; (v) certain  
events in bankruptcy, insolvency or reorganization; and (vi) any other Event of 
Default provided with respect to Debt Securities of that series. (Section 501)  
The Company is required to file with the Trustee, annually, an officer's        
certificate as to the Company's compliance with all conditions and covenants    
under the Indenture. (Section 1004) The Indenture provides that the Trustee may 
withhold notice to the Holders of Debt Securities of any default (except        
payment defaults on the Debt Securities) if it considers it in the interest of  
the Holders of Debt Securities to do so. (Section 601)                          

 If an Event of Default with respect to Debt Securities of a particular series
shall occur and be continuing, the Trustee or the Holders of not less than 25%  
in principal amount of Outstanding Debt Securities of that series may declare   
the Outstanding Debt Securities of that series due and payable immediately.     
(Section 502)                                                                   

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Subject to the provisions relating to the duties of the Trustee, in case an 
Event of Default with respect to Debt Securities of a particular series shall   
occur and be continuing, the Trustee shall be under no obligation to exercise   
any of its rights or powers under the Indenture at the request, order or        
direction of any of the Holders of Debt Securities of such series, unless such  
Holders shall have offered to the Trustee reasonable indemnity and security     
against the costs, expenses and liabilities which might be incurred by it in    
compliance with such request. (Section 507 and TIA Section 315) Subject to such 
provisions for the indemnification of the Trustee, the Holders of a majority in 
principal amount of the Outstanding Debt Securities of such series shall have   
the right to direct the time, method and place of conducting any proceeding for 
any remedy available to the Trustee under the Indenture, or exercising any      
trust or power conferred on the Trustee with respect to the Debt Securities of  
that series. (Section 512)                                                      

The Holders of not less than a majority in principal amount of the          
Outstanding Debt Securities of any series may on behalf of the Holders of all   
the Debt Securities of such series and any related coupons waive any past       
default under the Indenture with respect to such series and its consequences,   
except a default (i) in the payment of the principal of (or premium, if any) or 
interest on or Additional Amounts payable in respect of any Debt Security of    
such series, or (ii) in respect of a covenant or provision that cannot be       
modified or amended without the consent of the Holder of each Outstanding Debt  
Security of such series affected thereby. (Section 513)                         

MERGER OR CONSOLIDATION                                                         

The Indenture provides that the Company may not consolidate with, merge into
any other corporation, or convey or transfer its properties and assets          
substantially as an entirety to any Person unless either the Company is the     
continuing corporation or such corporation or Person assumes by supplemental    
indenture all the obligations of the Company under the Indenture and the Debt   
Securities and immediately after the transaction no default shall exist.        
(Section 801)                                                                   

MODIFICATION OR WAIVER                                                          

Modification and amendment of the Indenture may be made by the Company and  
the Trustee with the consent of the Holders of not less than a majority in      
principal amount of all Outstanding Indenture Securities that are affected by   
such modification or amendment; provided that no such modification or amendment 
may, without the consent of the Holder of each Outstanding Indenture Security   
affected thereby, among other things: (i) change the Stated Maturity of the     
principal of (or premium, if any, on) or any installment of principal of or     
interest on any Indenture Security; (ii) reduce the principal amount or the     
rate of interest on or any Additional Amounts payable in respect of, or any     
premium payable upon the redemption of, any Indenture Security; (iii) change    
any obligation of the Company to pay Additional Amounts in respect of any       
Indenture Security; (iv) reduce the amount of the principal of an original      
issue discount Indenture Security that would be due and payable upon a          
declaration of acceleration of the Maturity thereof; (v) adversely affect any   
right of repayment at the option of the Holder of any Indenture Security; (vi)  
change the place or currency of payment of principal of, or any premium or      
interest on, any Indenture Security; (vii) impair the right to institute suit   
for the enforcement of any such payment on or after the Stated Maturity thereof 
or any Redemption Date or Repayment Date therefor; (viii) reduce the above-     
stated percentage of Holders of Outstanding Indenture Securities necessary to   
modify or amend the Indenture or to consent to any waiver thereunder or reduce  
the requirements for voting or quorum described below; or (ix) modify the       
foregoing requirements or reduce the percentage of Outstanding Indenture        
Securities necessary to waive any past default. (Section 902)                   

Modification and amendment of the Indenture may be made by the Company and  
Trustee without the consent of any Holder, for any of the following purposes:   
(i) to evidence the succession of another Person to the Company as obligor      
under the Indenture; (ii) to add to the covenants of the Company for the        
benefit of the Holders of all or any series of Indenture Securities; (iii) to   
add Events of Default for the benefit of the                                    

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Holders of all or any series of Indenture Securities; (iv) to add or change any 
provisions of the Indenture to facilitate the issuance of Bearer Securities;    
(v) to change or eliminate any provisions of the Indenture, provided that any   
such change or elimination shall become effective only when there are no        
Indenture Securities Outstanding of any series created prior thereto which is   
entitled to the benefit of such provision; (vi) to establish the form or terms  
of Indenture Securities of any series and any related coupons; (vii) to provide 
for the acceptance of appointment by a successor Trustee or facilitate the      
administration of the trusts under the Indenture by more than one Trustee;      
(viii) to close the Indenture with respect to the authentication and delivery   
of additional series of Debt Securities, to cure any ambiguity, defect or       
inconsistency in the Indenture, provided such action does not adversely affect  
the interests of Holders of Indenture Securities of any series in any material  
respect; or (ix) to supplement any of the provisions of the Indenture to the    
extent necessary to permit or facilitate defeasance and discharge of any series 
of Indenture Securities, provided such action shall not adversely affect the    
interests of the Holders of any Indenture Securities in any material respect.   
(Section 901)                                                                   

The Indenture contains provisions for convening meetings of the Holders of  
Indenture Securities of a series if Indenture Securities of that series are     
issuable as Bearer Securities. (Section 1501) A meeting may be called at any    
time by the Trustee, and also, upon request, by the Company or the Holders of   
at least 10% in principal amount of the Indenture Securities of such series     
Outstanding, in any such case upon notice given as provided in the Indenture.   
(Section 1502) Except for any consent that must be given by the Holder of each  
Indenture Security affected thereby, as described above, any resolution         
presented at a meeting or adjourned meeting at which a quorum is present may be 
adopted by the affirmative vote of the Holders of a majority in principal       
amount of the Indenture Securities of that series Outstanding; provided,        
however, that any resolution with respect to any request, demand,               
authorization, direction, notice, consent, waiver or other action that may be   
made, given or taken by the Holders of a specified percentage, which is less    
than a majority, in principal amount of Indenture Securities of a series        
Outstanding may be adopted at a meeting or adjourned meeting duly reconvened at 
which a quorum is present by the affirmative vote of the Holders of such        
specified percentage in principal amount of the Indenture Securities of that    
series Outstanding. Any resolution passed or decision taken at any meeting of   
Holders of Indenture Securities of any series duly held in accordance with the  
Indenture will be binding on all Holders of Indenture Securities of that series 
and the related coupons. The quorum at any meeting called to adopt a            
resolution, and at any reconvened meeting, will be the persons entitled to vote 
a majority in principal amount of the Indenture Securities of a series          
Outstanding; provided, however, that if any action is to be taken at such       
meeting with respect to a consent or waiver which may be given by the Holders   
of not less than a specified percentage in principal amount of the Indenture    
Securities of a series Outstanding, the Persons entitled to vote such specified 
percentage in principal amount of the Indenture Securities of such series       
Outstanding will constitute a quorum. Notwithstanding the foregoing provisions, 
if any action is to be taken at a meeting of Holders of Indenture Securities of 
any series with respect to any request, demand, authorization, direction,       
notice, consent, waiver or other action that the Indenture expressly provides   
may be made, given or taken by the Holders of a specified percentage in         
principal amount of all Outstanding Indenture Securities affected thereby, or   
of the Holders of such series and one or more additional series: (i) there      
shall be no minimum quorum requirement for such meeting; and (ii) the principal 
amount of the Outstanding Indenture Securities of such series that vote in      
favor of such request, demand, authorization, direction, notice, consent,       
waiver or other action shall be taken into account in determining whether such  
request, demand, authorization, direction, notice, consent, waiver or other     
action has been made, given or taken under the Indenture. (Section 1504)        

DEFEASANCE AND COVENANT DEFEASANCE                                              

The Indenture provides that, if the provisions of Article Fourteen are made 
applicable to the Debt Securities of or within any series and any related       
coupons pursuant to Section 301 of the Indenture, the Company may elect either  
(a) to defease and be discharged from any and all obligations with respect to   
such Debt Securities and any related coupons (except for the obligation to pay  
Additional Amounts, if any, upon the occurrence of certain events of tax,       
assessment or governmental charge with respect to payments on such              

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Debt Securities and the obligations to register the transfer or exchange of     
such Debt Securities and any related coupons, to replace temporary or           
mutilated, destroyed, lost or stolen Debt Securities and any related coupons,   
to maintain an office or agency in respect of such Debt Securities and any      
related coupons and to hold moneys for payment in trust) ("defeasance")         
(Section 1402) or (b) to be released from its obligations with respect to such  
Debt Securities and any related coupons under Section 1006 (being the           
restriction described under "Limitation on Liens") or, if provided pursuant to  
Section 301 of the Indenture, its obligations with respect to any other         
covenant, and any omission to comply with such obligations shall not constitute 
a default or an Event of Default with respect to such Debt Securities and any   
related coupons ("covenant defeasance") (Section 1403), in either case upon the 
irrevocable deposit by the Company with the Trustee (or other qualifying        
trustee), in trust, of an amount, in such Currency in which such Debt           
Securities and any related coupons are then specified as payable at Stated      
Maturity, or Government Obligations (as defined below), or both, applicable to  
such Debt Securities and any related coupons (with such applicability being     
determined on the basis of the currency, currency unit or composite currency in 
which such Debt Securities are then specified as payable at Stated Maturity)    
which through the scheduled payment of principal and interest in accordance     
with their terms will provide money in an amount sufficient to pay the          
principal of (and premium, if any) and interest, if any, on such Debt           
Securities and any related coupons, and any mandatory sinking fund or analogous 
payments thereon, on the scheduled due dates therefor.                          

Such a trust may only be established if, among other things, the Company has
delivered to the Trustee an Opinion of Counsel (as specified in the Indenture)  
to the effect that the Holders of such Debt Securities and any related coupons  
will not recognize income, gain or loss for United States federal income tax    
purposes as a result of such defeasance or covenant defeasance and will be      
subject to United States federal income tax on the same amounts, in the same    
manner and at the same times as would have been the case if such defeasance or  
covenant defeasance had not occurred, and such Opinion of Counsel, in the case  
of defeasance under clause (a) above, must refer to and be based upon a ruling  
of the Internal Revenue Service or a change in applicable United States federal 
income tax law occurring after the date of the Indenture. (Section 1404)        

 "Government Obligations" means securities which are (i) direct obligations of
the United States of America or the government which issued the foreign         
currency in which the Debt Securities of a particular series are payable, for   
the payment of which its full faith and credit is pledged or (ii) obligations   
of a Person controlled or supervised by and acting as an agency or              
instrumentality of the United States of America or such government which issued 
the foreign currency in which the Debt Securities of such series are payable,   
the payment of which is unconditionally guaranteed as a full faith and credit   
obligation by the United States of America or such other government, which, in  
either case, are not callable or redeemable at the option of the issuer         
thereof, and shall also include a depository receipt issued by a bank or trust  
company as custodian with respect to any such Government Obligation or a        
specific payment of interest on or principal of any such Government Obligation  
held by such custodian for the account of the holder of a depository receipt,   
provided that (except as required by law) such custodian is not authorized to   
make any deduction from the amount payable to the holder of such depository     
receipt from any amount received by the custodian in respect of the Government  
Obligation or the specific payment of interest on or principal of the           
Government Obligation evidenced by such depository receipt. (Section 101)       

 Unless otherwise provided in the prospectus supplement, if, after the Company
has deposited funds and/or Government Obligations to effect defeasance or       
covenant defeasance with respect to Debt Securities of any series, (a) the      
Holder of a Debt Security of such series is entitled to, and does, elect        
pursuant to the terms of such Debt Security to receive payment in a Currency    
other than that in which such deposit has been made in respect of such Debt     
Security, or (b) the Currency in which such deposit has been made in respect of 
any Debt Security of such series ceases to be used by its government of         
issuance, the indebtedness represented by such Debt Security shall be deemed to 
have been, and will be, fully discharged and satisfied through the payment of   
the principal of (and premium, if any) and interest, if any, on such Debt       
Security as they become due out of the proceeds yielded by converting the       
amount so deposited in respect of such Debt Security into the Currency in which 
such Debt Security becomes payable as a result of such election or such         
cessation of                                                                    

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usage based on the applicable Market Exchange Rate. (Section 1405) Unless       
otherwise provided in the prospectus supplement, all payments of principal of   
(and premium, if any) and interest, if any, and Additional Amounts, if any, on  
any Debt Security that is payable in a Foreign Currency that ceases to be used  
by its government of issuance shall be made in U.S. dollars. (Section 312)      

 In the event the Company effects covenant defeasance with respect to any Debt
Securities and any related coupons and such Debt Securities and any related     
coupons are declared due and payable because of the occurrence of any Event of  
Default other than the Event of Default described in clause (iv) or (vi) under  
"Events of Default" with respect to any covenant with respect to which there    
has been defeasance, the Currency and Government Obligations on deposit with    
the Trustee will be sufficient to pay amounts due on such Debt Securities and   
any related coupons at the time of their Stated Maturity but may not be         
sufficient to pay amounts due on such Debt Securities and any related coupons   
at the time of the acceleration resulting from such Event of Default. However,  
the Company would remain liable to make payment of such amounts due at the time 
of acceleration.                                                                

The Prospectus Supplement may further describe the provisions, if any,      
permitting such defeasance or covenant defeasance, including any modifications  
to the provisions described above, with respect to the Debt Securities of or    
within a particular series and any related coupons.                             

RESIGNATION OF TRUSTEE                                                          

The Trustee may resign or be removed with respect to one or more series of  
Indenture Securities and a successor Trustee may be appointed to act with       
respect to such series. (Section 608) In the event that two or more persons are 
acting as Trustee with respect to different series of Indenture Securities,     
each such Trustee shall be a Trustee of a trust under the Indenture separate    
and apart from the trust administered by any other such Trustee (Section 609),  
and any action described herein to be taken by the "Trustee" may then be taken  
by each such Trustee with respect to, and only with respect to, the one or more 
series of Indenture Securities for which it is Trustee.                         

THE TRUSTEE                                                                     

 The Company and the Railroad may from time to time maintain bank accounts and
have other customary banking relationships with and obtain credit facilities    
and lines of credit from the Trustee in the ordinary course of business.        
Currently, the Trustee is a participant in a $500,000,000 Competitive Advance   
and Revolving Credit Facility Agreement, dated October 18, 1991,(the "Credit    
Facility"), for the benefit of the Railroad. As of December 1, 1993, the entire 
amount of the Credit Facility was available to the Railroad. The Trustee may    
also serve as trustee under other indentures covering other debt securities of  
the Company.                                                                    

PAYMENT AND PAYING AGENTS                                                       

Unless otherwise provided in the Prospectus Supplement, principal, premium, 
if any, and interest, if any, and Additional Amounts, if any, on Bearer         
Securities will be payable, subject to any applicable laws and regulations, at  
the offices of such Paying Agents outside the United States as the Company may  
designate from time to time. (Section 1002) Unless otherwise provided in the    
Prospectus Supplement, payment of interest and certain Additional Amounts on    
Bearer Securities on any Interest Payment Date will be made only against        
surrender of the coupon relating to such Interest Payment Date. (Section 1001)  
Unless otherwise provided in the Prospectus Supplement, no payment with respect 
to any Bearer Security will be made at any office or agency of the Company in   
the United States or by check mailed to any address in the United States or by  
transfer to an account maintained with a bank located in the United States.     
Notwithstanding the foregoing, payments of principal, premium, if any, and      
interest, if any, and Additional Amounts, if any, in respect of Bearer          
Securities payable in U.S. dollars will be made at the office of the Company's  
Paying Agent in New York, New York if (but only if) payment of the full amount  
thereof in U.S. dollars at all offices or agencies outside the United States is 
illegal or effectively precluded by exchange controls or other similar          
restrictions. (Section 1002)                                                    

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Unless otherwise provided in the Prospectus Supplement, principal, premium, 
if any, and interest, if any, and Additional Amounts, if any, on Registered     
Securities will be payable at any office or agency to be maintained by the      
Company in New York, New York, except that at the option of the Company,        
interest (including Additional Amounts, if any) may be paid (i) by check mailed 
to the address of the Person entitled thereto as such address shall appear in   
the Security Register or (ii) by transfer to an account maintained by the payee 
located inside the United States. (Sections 307, 1001 and 1002) Unless          
otherwise provided in the Prospectus Supplement, payment of any installment of  
interest on Registered Securities will be made to the Person in whose name such 
Registered Security is registered at the close of business on the Regular       
Record Date for such interest. (Section 307)                                    

Any Paying Agents outside the United States and any other Paying Agents in  
the United States initially designated by the Company for the Debt Securities   
will be named in the Prospectus Supplement. The Company may at any time         
designate additional Paying Agents or rescind the designation of any Paying     
Agent or approve a change in the office through which any Paying Agent acts,    
except that, if Debt Securities of a series are issuable only as Registered     
Securities, the Company will be required to maintain a Paying Agent in each     
Place of Payment for such series and, if Debt Securities of a series are also   
issuable as Bearer Securities, the Company will be required to maintain (i) a   
Paying Agent in New York, New York for payments with respect to any Registered  
Securities of the series (and for payments with respect to Bearer Securities of 
the series in the circumstances described above, but not otherwise), and (ii) a 
Paying Agent in a Place of Payment located outside the United States where Debt 
Securities of such series and any coupons appertaining thereto may be presented 
and surrendered for payment; provided that if the Debt Securities of such       
series are listed on the Luxembourg Stock Exchange or any other stock exchange  
located outside the United States and such stock exchange shall so require, the 
Company will maintain a Paying Agent in Luxembourg or any other required city   
located outside the United States, as the case may be, for the Debt Securities  
of such series. (Section 1002)                                                  

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities to or through underwriters or      
dealers, and also may sell the Debt Securities directly to one or more other    
purchasers or through agents.                                                   

The Prospectus Supplement sets forth the terms of the offering of the       
particular series of Debt Securities to which such Prospectus Supplement        
relates, including (i) the name or names of any underwriters or agents with     
whom the Company has entered into arrangements with respect to the sale of such 
series of Debt Securities, (ii) the initial public offering or purchase price   
of such series of Debt Securities, (iii) any underwriting discounts,            
commissions and other items constituting underwriters' compensation from the    
Company and any other discounts, concessions or commissions allowed or          
reallowed or paid by any underwriters to other dealers, (iv) any commissions    
paid to any agents, (v) the net proceeds to the Company and (vi) the securities 
exchanges, if any, on which such series of Debt Securities will be listed.      

Unless otherwise set forth in the Prospectus Supplement relating to a       
particular series of Debt Securities, the obligations of the underwriters to    
purchase such series of Debt Securities will be subject to certain conditions   
precedent and each of the underwriters with respect to such series of Debt      
Securities will be obligated to purchase all of the Debt Securities of such     
series allocated to it if any such Debt Securities are purchased. Any initial   
public offering price and any discounts or concessions allowed or reallowed or  
paid to dealers may be changed from time to time.                               

The Debt Securities may be offered and sold by the Company directly or      
through agents designated by the Company from time to time. Unless otherwise    
indicated in the Prospectus Supplement, any such agent or agents will be acting 
on a best efforts basis for the period of its or their appointment. Any agent   
participating in the distribution of Debt Securities may be deemed to be an     
"underwriter," as that term is defined in the Securities Act of 1933, as        
amended (the "Securities Act"), of the Debt Securities so offered and sold. The 
Debt Securities also may be sold to dealers at the applicable price to the      
public set forth in the Prospectus Supplement relating to a particular series   
of Debt Securities who later resell to investors. Such dealers may be deemed to 
be "underwriters" within the meaning of the Securities Act.                     

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 As one of the means of direct issuance, the Company may conduct an electronic
auction of the Debt Securities to purchasers eligible to participate in such    
auctions. All participants in any such auction will be required to be parties   
to agreements containing rules which provide for the manner of conduct of the   
auction and the obligations of the participants. Certain information concerning 
the Debt Securities to be offered in any such auction, including the amount of  
Debt Securities offered therein and any previously undisclosed commercial terms 
other than price and coupon, may be communicated to participants in such        
auction at or prior to the time of the conduct thereof through the auction      
system. An independent agent will act in connection with such auction solely as 
the provider of the electronic auction system. The independent agent may be     
deemed an "underwriter" of the Debt Securities offered through the system for   
the purposes of the Securities Act. If the Company elects to conduct any such   
auction, the Company will enter into an agreement with the independent agent    
for the conduct of such auction.                                                

 Purchasers of the Debt Securities through electronic auction that are broker-
dealers may purchase the Debt Securities for their own account, for resale to   
customers or for further distribution (through other broker-dealers or          
otherwise), and in connection with any such resale or further distribution may  
receive or pay compensation in an amount determined by the difference between   
the resale price of the Debt Securities and the price reflected in the          
Prospectus Supplement. Any such broker-dealer purchaser may be deemed an        
"underwriter" of the Debt Securities offered through the system for purposes of 
the Securities Act. Any agreement with the independent agent will contain an    
indemnification, under certain circumstances, of such broker-dealer purchasers  
with respect to certain liabilities, including certain liabilities that may     
arise under the Securities Act.                                                 

Underwriters, dealers and agents may be entitled, under agreements entered  
into with the Company, to indemnification by the Company against certain civil  
liabilities, including liabilities under the Securities Act.                    

If so indicated in the Prospectus Supplement relating to a particular series
of Debt Securities, the Company will authorize underwriters, dealers or agents  
to solicit offers by certain institutions to purchase Debt Securities of such   
series from the Company pursuant to delayed delivery contracts providing for    
payment and delivery at a future date. Such contracts will be subject only to   
those conditions set forth in the Prospectus Supplement and the Prospectus      
Supplement will set forth the commission payable for solicitation of such       
contracts.                                                                      

LEGAL MATTERS 

The validity of the Debt Securities offered hereby will be passed upon for  
the Company by Francis T. Kelly, Esq., Securities and Finance Counsel of the    
Company and for the Underwriters by Shearman & Sterling, New York, New York. As 
of December 1, 1993, Mr. Kelly owned 3,430 shares of Common Stock of the        
Company (including 2,688 restricted shares subject to forfeiture) and held      
options to purchase 4,831 shares of such Common Stock.                          

EXPERTS 

The consolidated financial statements and the financial statement schedules 
of the Company included in the Company's Annual Report on Form 10-K for the     
year ended December 31, 1992, have been incorporated by reference herein in     
reliance on the report of Coopers & Lybrand, independent accountants, given on  
the authority of that firm as experts in accounting and auditing.               

13

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B2’ Filing		Date		First		Last			Other Filings
		5/15/99		1		6
		11/15/94		6					DEFA14A
		5/30/94		3
		5/24/94		1					8-K
Filed on:		5/20/94
		5/17/94		1
		5/15/94		1		6
		5/7/94		9
		5/3/94		6
		5/2/94		3					10-Q
		4/28/94		3
		3/31/94		3		5			10-Q,  10-Q/A
		2/9/94		1		10
		12/31/93		3					10-K,  10-K/A
		12/1/93		20		22
		9/30/93		11		12
		9/2/93		11
		8/10/93		5
		7/14/93		11
		6/30/93		11
		5/6/93		6
		4/15/93		11
		3/31/93		4		11
		3/5/93		11
		1/9/93		6
		1/1/93		5
		12/31/92		11		22
		6/30/92		6
		2/14/92		6
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