Burlington Northern Inc/DE – ‘S-3/A’ on 12/30/96

As of:  Monday, 12/30/96   ·   Accession #:  902561-96-198   ·   File #:  33-61287

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement      4     10K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            

S-3/A
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As filed with the Securities and Exchange Commission,     
pursuant to EDGAR, on December 30, 1996       
                                       Registration No. 33-57105
==========================================================================      

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549  
_______________ 

POST-EFFECTIVE AMENDMENT NO. 1    
to      
FORM S-3      

REGISTRATION STATEMENT    
Under     
The Securities Act of 1933    
_______________ 

BURLINGTON NORTHERN INC.  
(Exact name of registrant as specified in its charter)    

Delaware                                41-1400580          
(State or other jurisdiction                 (I.R.S. Employer                 
incorporation or organization)                Identification No.)               

2650 Lou Menk Drive, Second Floor     
Fort Worth, Texas 76131-2830      
(817) 333-2000      
(Address, including zip code, and telephone number,       
including area code, of registrant's principal executive offices)       

_____________   

Jeffrey R. Moreland, Esquire      
1700 East Golf Road       
Schaumburg, Illinois  60173-5860      
(847) 995-6000        
(Name, address, including zip code, and telephone number,     
including area code, of agent for service)    

_____________   

Copy to:    

Scott J. Davis      
Mayer, Brown & Platt      
190 South LaSalle Street      
Chicago, Illinois  60603      
(312) 701-7311      

===========================================================================     

S-3/A
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This Post-Effective Amendment is being filed on behalf of Burlington  
Northern Inc. by Santa Fe Pacific Corporation, into which Burlington            
Northern Inc. recently merged, solely to remove from registration all           
securities offered in the Registration Statement which remained unsold at       
the termination of the offering.                                                

S-3/A
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SIGNATURES    

Pursuant to the requirements of the Securities Act of 1933,       
the registrant certifies that it has reasonable grounds to believe              
that it meets all the requirements for filing on Form S-3 and has duly          
caused this post-effective amendment to be signed on its behalf by the          
undersigned, thereunto duly authorized, in the Village of Schaumburg, State     
of Illinois, on December 30, 1996.                                              

                            SANTA FE PACIFIC CORPORATION

              By:  /s/ Robert D. Krebs
               Robert D. Krebs
                             Chairman, President and Chief
                 Executive Officer

S-3/A
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Pursuant to the requirements of the Securities Act of 1933,           
the Post-Effective Amendment No. 1 to this Registration Statement               
has been signed by the following persons in the capacities indicated            
and on the 30th day of December, 1996.                                          

              By:  /s/ Robert D. Krebs
               Robert D. Krebs
                             President and Chief Executive
                            Officer (Principal Executive
                     Officer) and Director

                By:  /s/ Denis E. Springer
                 Denis E. Springer
                               Senior Vice President and Chief
                            Financial Officer (Principal
                               Financial Officer) and Director

             By:  /s/ Thomas N. Hund
              Thomas N. Hund
                             Vice President and Controller
                              (Principal Accounting Officer)

              By:  /s/ Douglas J. Babb
               Douglas J. Babb
        Director

                  By:  /s/ Jeffrey R. Moreland
                   Jeffrey R. Moreland
        Director

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
		12/31/96
Filed on:		12/30/96		1		3			15-15D
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