December 31, 1997

     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C.  20549

     Attention:  Jonathan G. Katz, Secretary

          Re:  Amendments to Rules on Shareholder Proposals/File No. S7-25-97    
                            
     Ladies and Gentlemen:

          Burlington Northern Santa Fe Corporation ("BNSF" or the "Company") is
     pleased to comment on the September 26, 1997, Release (No. 34-39093; No.
     IC-22828; File No. 57-25-97) (the "Release") of the proposed revisions by
     the Securities and Exchange Commission to the Rules 14a-8 and 14a-4
     shareholder proposal process.  BNSF is a $20 billion corporation with some
     47,000 registered stockholders (or triple that many when beneficial owners
     are included).  Its shares are listed on the New York, Chicago, and Pacific
     stock exchanges.  BNSF's primary operating subsidiary is one of the
     nation's largest railroads and operates over some 35,000 route miles of
     track and in 28 U.S. states and two Canadian provinces.  BNSF and its
     predecessor companies have often received shareholder proposals submitted
     in connection with their annual meetings.

          BNSF has particular concerns and suggestions with respect to the
     Commission's proposals in these areas:  (1) Rule 14a-8(c)(4) "Personal
     Claim or Grievance" Exclusion; (2) Rule 14a-8(c)(5) "Relevance" Exclusion;
     (3) Rule 14a-8(c)(7) "Ordinary Business" Exclusion; (4) Rule 14a-8(a)(1)
     Minimal Share Ownership and the Rule 14a-8(c)(12) Resubmission Thresholds;
     (4) Proposed Override Mechanism; and (5) Rule 14a-4 Discretionary Voting
     Authority.

     Personal Claim or Grievance Exclusion:  Rule 14a-8(c)(4)

          The Commission proposes to revise the Rule 14a-8(c)(4) exclusion for
     proposals relating to a "personal claim or grievance" or those designed to
     "result in a benefit to the proponent or to further a personal claim, which
     benefit or interest is not shared by the other security holders at large." 
     The Commission would revise its application of the rule so that a proposal
     that on its face related to a personal grievance or special interest would
     be ruled upon by the Staff through a no-action letter; proposals that were
     "neutral" on their face would automatically receive a "no view" no-action
     letter response.  An issuer would then decide whether or not to exclude the
     proposal based upon its factual evidence concerning the personal grievance
     or special interest.

          BNSF believes that the Commission's proposed revision has merit, but
     that the present administration of Rule 14a-8(c)(5) is preferable. 
     Regardless of which approach is employed, the Company believes that
     application of the exclusion should recognize that the 14a-8 process may
     easily be used by some stockholders as a tool to advance their own agenda
     rather than the interests of the stockholders at large.  Stockholders
     involved in a dispute or in litigation with an issuer or who believe they
     have been treated unfairly in employment or business matters may introduce
     stockholder proposals to increase their "leverage" against the company and
     to encourage favorable settlement of their claim or dispute.  Even where
     the proposal is facially neutral, this subverts the process and is wasteful
     of resources.  Stockholder proposals should be advanced by those with a
     genuine interest in their merits; if the proposals fail, other proponents
     face steeper hurdles because of the resubmission thresholds for similar
     matters.

          In many situations, stockholder proposals are submitted by a person
     who is not the real party in the interest.  A proponent may be asked by
     another to advance the proposal, or may be an officer, employee or agent of
     an organization.  We believe that the 14a-8(c)(4) process would be enhanced
     -- and resolution of claims be facilitated -- by requiring disclosure of
     the real party in interest and the arrangement or affiliation between the
     proponent and the genuine interested party.

          If the Commission's proposed revision is adopted, a Company's decision
     to exclude a stockholder proposal for which it received a "no view" letter
     would not be without risk.  Either the proponent or the Commission could
     commence on action in federal court to compel inclusion of the proposal. 
     This is no different than what may take place under the present rule. 
     Companies are mindful of not only the time and expense of litigation, but
     also of the possibility that their stockholder meetings might have to be
     rescheduled and a costly remailing of the proxy statement undertaken
     because of the litigation.  Companies would thus be unlikely to act unless
     they had good evidence that a stockholder proposal related to or was
     motivated by a personal grievance or special interest.

          While BNSF believes that companies would act responsibly in choosing
     whether to exclude proposals under the proposed revision, it also believes
     the Staff involvement in the process is beneficial.  This involvement can
     lead to the earlier resolution of Rule 14a-8(c)(4) issues and more
     certainty as companies work to meet their proxy deadlines.  BNSF therefore
     advocates the Staff's continued involvement in these matters, including
     where a facially-neutral proposal is submitted and a company asserts that
     the proposal is motivated by a personal claim or grievance.  

     "Relevance" Exclusion:  Rule 14a-8(c)(5)

          Rule 14a-8(c)(5) presently permits the exclusion of a proposal that
     meets neither an objective standard -- relating to operations accounting
     for less than five percent of total assets and of net earnings and gross
     sales -- nor a subjective standard -- is not otherwise significantly
     related to the registrant's business.  The Company supports the
     Commission's proposal to eliminate the subjective "not otherwise
     significantly related" test, and favors a quantitative approach using an
     economic materiality test.  Rather than the alternative lesser than either
     $10 million in gross revenues or total costs or 3% of gross revenues or
     total assets test as proposed, however, we suggest a single percentage test
     be employed to ensure consistency in application to all types of companies. 
     We therefore recommend a 10% of gross revenues, total assets or sales
     standard, which standard is consistent with the materiality threshold
     employed by the Commission in similar contexts (e.g., the definition of a
     "significant subsidiary" in Regulation S-X, and the threshold for
     disclosure of material customers in Regulation S-K).

          We believe that a straightforward economic materiality test will be
     easier to apply, will lead to more consistent application, and will better
     serve the exclusion's purpose of screening out proposals of little or no
     economic relevance to a company's business.

     "Ordinary Business" Exclusion:  Rule 14a-8(c)(7)

          The Release states that the general underlying purpose of the Rule
     14a-8(c)(7) "ordinary business" exclusion is "to confine the resolution of
     ordinary business problems to management and the board of directors since
     it is impractical for shareholders to decide how to solve such problems." 
     The Commission proposes to change the language of the exclusion from "deals
     with a matter relating to the ordinary business operations of the
     registrant" to "relates to specific business decisions normally left to the
     discretion of management."  A note to the rule would provide several
     examples of such matters.

          BNSF believes that the existing language should be maintained.  The
     proposed revision refers to decisions by "management" but not to the role
     of the Board of Directors; this could suggest that the exclusion does not
     apply to decisions by the Board.  The suggested list of examples also
     appears to be too specific to be particularly helpful to a wide range of
     business activities by diverse types of businesses.  For these reasons, the
     existing language of Rule 14a-8(c)(7) is preferable.

     Minimal Share Ownership:  Rule 14a-8(a)(1)
     Resubmission Thresholds:   Rule 14a-8(c)(12)

          BNSF endorses the proposed higher resubmission thresholds under Rule
     14a-8(c)(12), particularly if the proposed "override mechanism" is adopted. 
     A preferable approach, however, is to increase eligibility criteria.  Rule
     14a-8(a)(1) currently requires that a stockholder must hold for at least
     one year the lesser of $1,000 in market value or 1% of a company's shares
     at the time the proposal is submitted.  The Release proposes an increase to
     $2,000, the first such increase since adoption in 1983, and maintains the
     continuous ownership requirement.

          BNSF advocates increasing the minimal ownership threshold to $10,000
     or 1% in voting securities and maintaining the one year ownership
     requirement.  The current $1,000 or proposed $2,000 thresholds are in
     effect de minimis requirements that ordinarily have little practical
     import.  This is particularly true because the Commission currently permits
     one or more stockholders to aggregate their holdings to reach the minimum
     threshold.  Given the time and expense that inclusion of stockholder
     proposals cause companies and their stockholders, and the lengthening of
     already lengthy proxy statements, a $10,000 threshold maintained for one
     year is not unreasonable and would serve the needs of responsible, long-
     term investors.

          BNSF strongly opposes any shortening or elimination of the continuous
     ownership requirement, regardless of the size of the investor.  A
     continuous investment interest in a company is essential if the 14a-8(a)
     process is to be made available to stockholders.  Elimination of the
     continuous ownership requirement could lead to abuse of the process by
     those with business or personal disputes with a company and in employee
     termination situations.  It could radically increase the number of
     stockholder proposals and encourage "issue du jour" proposals from holders
     with no long-term interest in the company.  BNSF also suggests that if the
     Commission continues to permit stockholders to aggregate their holdings to
     meet the ownership threshold, the Commission should clarify that all
     holders must continuously have held for at least one year by the date of
     submission of the proposal the minimum amount of securities entitled to
     vote at the meeting, and to continue to hold those securities through the
     date of the meeting.

     Proposed Override Mechanism

          The current and proposed rules provide exclusions for stockholder
     proposals that are of little economic relevance (Rule 14a-8(c)(5)) or that
     concern the "ordinary business" of an issuer (Rule 14a-8(c)(7)).  The
     Release proposes a completely new "override mechanism" that would empower a
     3% stockholder -- or a group with that voting power -- to require the
     inclusion in the proxy statement of proposals that could otherwise be
     excluded on "relevance" or "ordinary business" grounds.

          BNSF opposes what would be an unprecedented preference granted
     stockholders of a sufficient size.  If the (c)(5) and (c)(7) exclusions
     make sense--and experience suggests they do--then they should apply across
     the board.  The Company sees no logical or policy reasons for changing both
     the substance and administration of Rule 14a-8.

          BNSF is also concerned that any override mechanism would be exploited
     by certain stockholders to further their special interests.  Insurgents or
     one or more institutional holders might use the process to conduct what
     would amount to be an unregulated solicitation.  Thus, the override could
     be used to exert influence and control and not merely as a means to express
     views on matters which would ordinarily be excludable.  

     Discretionary Voting Authority:  Rule 14a-4

          The Commission proposes to amend Rule 14a-4 to clarify the exercise by
     companies of the discretionary voting authority normally granted as part of
     the proxy process.  The Company is concerned that the proposed revision
     would foist new burdens on companies while at the same time encourage
     proposals which circumvent the 14a-8 process.

          Current Rule 14a-4(c)(4) allows a company to vote proxies it solicited
     in its discretion (unless otherwise instructed) against stockholder
     proposals that have been properly excluded from its proxy materials under
     the 14a-8 process.  Where stockholder proposals are submitted outside of
     the 14a-8 timeframe and the proponents notify the issuer of their intention
     to nevertheless present the proposal from the floor of the meeting, current
     Rule 14a-4(c)(1) permits a company's exercise of discretionary voting
     authority if it was not notified of the proposals a "reasonable time"
     before the meeting.  If the company has been notified within a reasonable 

     time--such as within an advance notice by-law provision--the Commission's
     informal practice has been to permit a company to retain discretionary
     authority if it discloses in its proxy statement the nature of the proposal
     and how it intends to exercise its discretion.  

           Submission of last minute proposals can be especially vexing as a
     company finalizes its proxy materials.  In recent years, there appears to
     have been a proliferation of non-14a-8 proposals submitted for tactical or
     harassment purposes.  These efforts to avoid the procedural and substantive
     requirements of Rule 14a-8 abuse the process.

          BNSF believes that, on balance, the proposed revisions to Rule 14a-4
     would actually facilitate and encourage 14a-4 proposals.  Indeed, the
     proposed revisions, if adopted, might encourage proponents whose 14a-8
     proposals have been excluded to resubmit them under 14a-4.  While the
     Company supports the establishment of a 45-day notice period requirement
     (or the dates specified in a company's advance notice by-law), it disagrees
     with the following aspects of the proposed revision:

         A company would be required to "discuss" the nature of any such
          proposal in its proxy statement.  Idaho Power's disclosure standard of
          "advising" stockholders of the general nature of such a proposal is
          preferable so that there is no inference that the proposal's merits be
          evaluated.

         A company would be required to add a box to its form of proxy to
          enable stockholders to withhold the granting of discretionary voting
          authority.  This is not currently required unless the proposal is the
          subject of an opposing proxy solicitation.  The present standard is
          preferable.  Companies may otherwise feel compelled to provide greater
          discussion of the non-14a-8 proposal and, as a result, encourage
          erosion of the entire 14a-8 process.

         Similarly, the Company does not believe that stockholders should also
          be able to "grant" or "abstain" from granting voting discretion; this
          would be tantamount to including the proposal in the proxy statement--
          the very purpose of the 14a-8 process.  Nor should a company be
          required to put a proposal on its proxy card if a proponent commences
          a proxy solicitation of a majority of holders.  The 14a-8 mechanism is
          intended to be the means for determining which proposals are to be
          included in proxy materials.

         BNSF strongly urges the Commission not to require the filing of proxy
          materials in preliminary form because of a stockholder proposal
          submitted outside of the 14a-8 framework.  A disclosure of the nature
          of such a proposal and how the company intends to employ its
          discretionary voting authority should not trigger the time and expense
          of Staff review of preliminary proxy materials, with the attendant
          possibility of delays in proxy mailing schedules.

          BNSF appreciates this opportunity to comment and is available to
     discuss our comments and alternative proposals with the Commission's Staff.

                                             Very truly yours,

                                             Jeffrey R. Moreland
                                             Senior Vice President-Law
                                               and General Counsel

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