<PAGE>

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended June 30, 1999

                                      OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from                  to

                       Commission file number     1-6324


             THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY
            (Exact name of registrant as specified in its charter)


             Delaware                                 41-6034000
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)


          2650 Lou Menk Drive
           Fort Worth, Texas                               76131
(Address of principal executive offices)                (Zip Code)


                                (817) 333-2000
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.       Yes  X   No
                                             ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                         Shares
         Class                                 Outstanding at July 31, 1999
         -----                                 ----------------------------
Common stock, $1.00 par value                         1,000 shares


*  The Burlington Northern and Santa Fe Railway Company is a wholly-owned
subsidiary of Burlington Northern Santa Fe Corporation (BNSF); as a result there
is no market data with respect to registrant's shares.

Registrant meets the conditions set forth in General Instruction H (1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format permitted by General Instruction H (2).
<PAGE>

                         PART I FINANCIAL INFORMATION

Item 1.  Financial Statements

     THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF INCOME
                             (Dollars in Millions)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                 Three Months Ended         Six Months Ended
                                                     June 30,                   June 30,
                                               ----------------------    ----------------------
                                                  1999         1998         1999        1998
                                               ----------   ----------   ----------  ----------
<S>                                            <C>          <C>          <C>         <C>
Revenues                                           $2,193        $2,203       $4,382      $4,350
                                               ----------   ----------   ----------  ----------

Operating expenses:
  Compensation and benefits                           679           690        1,368       1,392
  Purchased services                                  236           219          472         436
  Depreciation and amortization                       221           204          440         406
  Equipment rents                                     181           203          374         394
  Fuel                                                169           181          334         362
  Materials and other                                 222           178          429         385
  Reorganization costs                                 48             -           48           -
  Merger severance adjustment                         (54)            -          (54)          -
                                               ----------   ----------   ----------  ----------
    Total operating expenses                        1,702        1,675        3,411       3,375
                                               ----------   ----------   ----------  ----------

Operating income                                      491          528          971         975
Interest expense                                       46           39           93          84
Interest expense, related parties                      29           29           58          57
Other income (expense), net                            (4)           1           (5)         85
                                               ----------   ----------   ----------  ----------

Income before income taxes                            412          461          815         919
Income tax expense                                    155          170          306         350
                                               ----------   ----------   ----------  ----------

Net income                                         $  257       $  291       $  509      $  569
                                               ==========   ==========  ===========  ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -1-
<PAGE>

     THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                             (Dollars in Millions)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                  June 30,             December 31,
ASSETS                                                                              1999                   1998
                                                                            -----------------      -----------------

Current assets:
<S>                                                                           <C>                    <C>
  Cash and cash equivalents                                                           $   114                $    95
  Accounts receivable, net                                                                484                    676
  Materials and supplies                                                                  244                    244
  Current portion of deferred income taxes                                                318                    335
  Other current assets                                                                     39                     33
                                                                            -----------------      -----------------
    Total current assets                                                                1,199                  1,383

Property and equipment, net                                                            21,126                 20,604
Other assets                                                                            1,128                    764
                                                                            -----------------      -----------------
      Total assets                                                                    $23,453                $22,751
                                                                            =================      =================


LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
  Accounts payable and other current liabilities                                      $ 2,026                $ 1,933
  Long-term debt due within one year                                                      163                    268
                                                                            -----------------      -----------------
      Total current liabilities                                                         2,189                  2,201

Long-term debt                                                                          2,604                  2,500
Intercompany notes payable                                                              2,288                  2,288
Deferred income taxes                                                                   5,796                  5,634
Casualty and environmental liabilities                                                    417                    389
Employee merger and separation costs                                                      348                    409
Other liabilities                                                                       1,063                  1,102
                                                                            -----------------      -----------------
      Total liabilities                                                                14,705                 14,523
                                                                            -----------------      -----------------

Commitments and contingencies (See notes 4 and 5)

Stockholder's equity:
  Common stock, $1 par value (1,000 shares authorized, issued
    and outstanding) and paid-in capital                                                4,716                  4,706
  Retained earnings                                                                     4,040                  3,530
 Accumulated other comprehensive deficit                                                   (8)                    (8)
                                                                            -----------------      -----------------
      Total stockholder's equity                                                        8,748                  8,228
                                                                            -----------------      -----------------
      Total liabilities and stockholder's equity                                      $23,453                $22,751
                                                                            =================      =================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -2-
<PAGE>

     THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in Millions)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                                 June 30,
                                                                                    -----------------------------------
                                                                                           1999                 1998
                                                                                    --------------      ---------------
<S>                                                                                   <C>                 <C>
Operating Activities:
  Net income                                                                               $   509              $   569
  Adjustments to reconcile net income to net cash provided by operating
   activities:
      Depreciation and amortization                                                            440                  406
      Deferred income taxes                                                                    179                  151
      Employee merger and separation costs paid                                                (40)                 (45)
      Other, net                                                                               (55)                (100)
      Changes in current assets and liabilities:
        Accounts receivable                                                                    107                   66
        Materials and supplies                                                                   -                   (6)
        Other current assets                                                                    (6)                 (38)
        Accounts payable and other current liabilities                                         182                   28
                                                                                    --------------      ---------------
Net cash provided by operating activities                                                    1,316                1,031
                                                                                    --------------      ---------------

Investing Activities:
  Capital expenditures                                                                        (921)                (952)
  Other, net                                                                                  (376)                (240)
                                                                                    --------------      ---------------
Net cash used for investing activities                                                      (1,297)              (1,192)
                                                                                    --------------      ---------------

Financing Activities:
  Proceeds from issuance of long-term debt                                                     229                   92
  Payments on long-term debt                                                                  (227)                 (50)
  Net increase in intercompany notes payable                                                     -                  225
  Other, net                                                                                    (2)                  (5)
                                                                                    --------------      ---------------
Net cash provided by financing activities                                                        -                  262

Increase in cash and cash equivalents                                                           19                  101
Cash and cash equivalents:
  Beginning of period                                                                           95                    -
                                                                                    --------------      ---------------
  End of period                                                                            $   114              $   101
                                                                                    ==============      ===============

Supplemental cash flow information:
  Interest paid, net of amounts capitalized                                                $   156              $   161
  Income taxes paid, net of refunds                                                             71                  112
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>

     THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.  Accounting policies and interim results

The consolidated financial statements should be read in conjunction with The
Burlington Northern and Santa Fe Railway Company (BNSF Railway or Company)
Annual Report on Form 10-K for the year ended December 31, 1998, as amended.
BNSF Railway is a wholly-owned subsidiary of Burlington Northern Santa Fe
Corporation (BNSF).  The consolidated financial statements include the accounts
of The Burlington Northern and Santa Fe Railway Company and its majority owned
subsidiaries.  All significant intercompany accounts and transactions have been
eliminated.

The results of operations for any interim period are not necessarily indicative
of the results of operations to be expected for the entire year.  In the opinion
of management, all adjustments (consisting of only normal recurring adjustments,
except as disclosed) necessary to present fairly BNSF Railway's consolidated
financial position as of June 30, 1999 and December 31, 1998 and the
consolidated results of operations for the three and six month periods ended
June 30, 1999 and 1998 have been included.  For the three and six month periods
ended June 30, 1999 and 1998, the Company's comprehensive income was equal to
net income.

Certain comparative prior year amounts in the consolidated financial statements
and notes have been reclassified to conform to the current year presentation.

2.  SPECIAL ITEMS

Included in the Statement of Income for the second quarter of 1999 are the
following special items:

 .  The Company incurred during the quarter $48 million of reorganization costs
   for severance, pension, medical and other benefit costs for approximately 325
   involuntarily terminated salaried employees that were part of the program
   announced in May 1999 to reduce operating costs. Components of the charge
   include approximately $29 million relating to estimated severance costs for
   salaried employees, approximately $16 million for special termination
   benefits to be received under the Company's retirement and medical plans, and
   approximately $3 million of costs incurred for relocating approximately 60
   salaried employees as a result of the reorganization. The majority of these
   costs have not been paid out as of June 30, 1999. The program sought to
   eliminate approximately 400 salaried and 1,000 scheduled (union) positions.
   Approximately half of the planned reductions were made by June 30, 1999 with
   substantially all of the 325 salaried employees eliminated through severance
   and the remainder of the 400 through the elimination of contractors and
   normal attrition. The remaining union positions will be substantially
   eliminated during the third quarter of 1999. No significant costs have been
   or are anticipated to be incurred as a result of eliminating the 1,000
   scheduled positions.

 .  The Company recorded a $54 million credit for the reversal of certain
   liabilities associated with its clerical consolidation plan. These
   liabilities were related to planned work-force reductions that are no longer
   anticipated due to the Company's ability to utilize a series of job swaps
   between certain locations to achieve the advantages of functional work
   consolidation. This change in the clerical consolidation plan was
   communicated to Company employees in May 1999.

 .  The Company accrued an additional $37 million for environmental expense as a
   result of significant developments at certain sites, primarily related to new
   information on the extent of contamination and other related developments.
   None of the sites are individually considered material in relation to the
   Company's results of operations, financial position or liquidity. These costs
   are classified as materials and other expenses on the Statement of Income.

On a combined basis, the three items increased operating expenses $31 million in
the second quarter of 1999.

                                      -4-
<PAGE>

3.  EMPLOYEE MERGER AND SEPARATION COSTS

Current and long-term employee merger and separation liabilities totaling $409
million are included in the consolidated balance sheet at June 30, 1999, and
principally represent:  (i) employee-related severance costs for the
consolidation of clerical functions; (ii) deferred benefits payable upon
separation or retirement to certain active conductors, trainmen and locomotive
engineers; and (iii) certain salaried employee severance costs.  During the
first six months of 1999, the Company made employee merger and separation
payments of $40 million.

As discussed in Note 2: Special Items, during the second quarter, the Company
recorded a $29 million liability for estimated severance costs for involuntarily
terminated salaried employees and a $54 million credit for the reversal of
certain liabilities associated with the clerical consolidation plan.

Liabilities related to the consolidation of clerical functions are paid to
affected union employees in the form of a lump-sum payment or payments made over
five to ten years, or in some cases, through retirement.  Liabilities related to
deferred benefits payable to certain active conductors, trainmen and locomotive
engineers are paid upon the employee's separation or retirement.  Liabilities
principally related to certain remaining salaried employee severances will be
paid in the form of a lump sum payment or over the next several years based on
deferral elections made by affected employees.  At June 30, 1999, $61 million of
the remaining liabilities are included within current liabilities for
anticipated costs to be paid over the next twelve months.

4.  ENVIRONMENTAL AND OTHER CONTINGENCIES

The Company's operations, as well as those of its competitors, are subject to
extensive federal, state and local environmental regulation. BNSF Railway's
operating procedures include practices to protect the environment from the risks
inherent in railroad operations, which include transporting chemicals and other
hazardous materials. Additionally, many of BNSF Railway's land holdings are and
have been used for industrial or transportation-related purposes or leased to
commercial or industrial companies whose activities may have resulted in
discharges onto the property. As a result, BNSF Railway is subject to
environmental clean-up and enforcement actions. In particular, the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(CERCLA), also known as the "Superfund" law, as well as similar state laws
generally impose joint and several liability for clean-up and enforcement costs
without regard to fault or the legality of the original conduct on current and
former owners and operators of a site. BNSF Railway has been notified that it is
a potentially responsible party (PRP) for study and clean-up costs at
approximately 32 Superfund sites for which investigation and remediation
payments are or will be made or are yet to be determined (the Superfund sites)
and, in many instances, is one of several PRPs. In addition, BNSF Railway may be
considered a PRP under certain other laws. Accordingly, under CERCLA and other
federal and state statutes, BNSF Railway may be held jointly and severally
liable for all environmental costs associated with a particular site. If there
are other PRPs, BNSF Railway generally participates in the clean-up of these
sites through cost-sharing agreements with terms that vary from site to site.
Costs are typically allocated based on relative volumetric contribution of
material, the amount of time the site was owned or operated, and/or the portion
of the total site owned or operated by each PRP.

Environmental costs include initial site surveys and environmental studies of
potentially contaminated sites as well as costs for remediation and restoration
of sites determined to be contaminated. Liabilities for environmental clean-up
costs are initially recorded when BNSF Railway's liability for environmental
clean-up is both probable and a reasonable estimate of associated costs can be
made. Adjustments to initial estimates are recorded as necessary based upon
additional information developed in subsequent periods. BNSF Railway conducts an
ongoing environmental contingency analysis, which considers a combination of
factors including independent consulting reports, site visits, legal reviews,
analysis of the likelihood of participation in and the ability of other PRPs to
pay for clean-up, and historical trend analyses.  During the first six months of
1999, BNSF Railway recorded total environmental expense of $56 million,
including $37 million of additional expense as a result of significant second
quarter developments at certain existing sites, primarily related to new
information on the extent of contamination and other related developments.

BNSF Railway is involved in a number of administrative and judicial proceedings
and other clean-up efforts at approximately 400 sites, including the Superfund
sites, at which it is participating in the study or clean-up, or both, of
alleged environmental contamination. BNSF Railway paid approximately $24 million
during the first six months of

                                      -5-
<PAGE>

1999 for mandatory and unasserted clean-up efforts, including amounts expended
under federal and state voluntary clean-up programs. BNSF Railway has accruals
of approximately $217 million for remediation and restoration of all known
sites. BNSF Railway anticipates that the majority of the accrued costs at June
30, 1999, will be paid over the next five years. No individual site is
considered to be material.

Liabilities recorded for environmental costs represent BNSF Railway's best
estimates for remediation and restoration of these sites and include both
asserted and unasserted claims. Unasserted claims are not considered to be a
material component of the liability. Although recorded liabilities include BNSF
Railway's best estimates of all costs, without reduction for anticipated
recoveries from third parties, BNSF Railway's total clean-up costs at these
sites cannot be predicted with certainty due to various factors such as the
extent of corrective actions that may be required, evolving environmental laws
and regulations, advances in environmental technology, the extent of other
parties' participation in clean-up efforts, developments in ongoing
environmental analyses related to sites determined to be contaminated, and
developments in environmental surveys and studies of potentially contaminated
sites. As a result, future charges to income for environmental liabilities could
have a significant effect on results of operations in a particular quarter or
fiscal year as individual site studies and remediation and restoration efforts
proceed or as new sites arise. However, management believes that it is unlikely
that any identified matters, either individually or in the aggregate, will have
a material adverse effect on BNSF Railway's consolidated financial position or
liquidity.

The railroad industry, including BNSF Railway, is subject to future requirements
regulating air emissions from diesel locomotives. Final regulations applicable
to new and rebuilt locomotive engines were promulgated by the United States
Environmental Protection Agency (EPA) and became effective June 15, 1998. The
new standards will be phased in between 2000 and 2005. BNSF Railway has
evaluated compliance requirements and associated costs and believes the costs
will not be material in any given year. BNSF Railway has also entered into
agreements with the California State Air Resources Board and the EPA regarding a
program to reduce emissions in Southern California through accelerated
deployment of locomotives which comply with the federal standards.

OTHER CLAIMS AND LITIGATION

BNSF Railway and its subsidiaries are parties to a number of legal actions and
claims, various governmental proceedings and private civil suits arising in the
ordinary course of business, including those related to environmental matters
and personal injury claims. While the final outcome of these items cannot be
predicted with certainty, considering among other things the meritorious legal
defenses available, it is the opinion of management that none of these items,
when finally resolved, will have a material adverse effect on the annual results
of operations, financial position or liquidity of BNSF Railway, although an
adverse resolution of a number of these items in a single period could have a
material adverse effect on the results of operations in a particular quarter or
fiscal year.

5.  HEDGING ACTIVITIES AND OTHER COMMITMENTS

FUEL

During the past three years, fuel expenses approximated 11 percent of total
operating expenses. Due to the significance of diesel fuel expenses to the
operations of BNSF Railway and the historical volatility of fuel prices, the
Company has established a program to hedge against fluctuations in the price of
its diesel fuel purchases. The intent of the program is to protect the Company's
operating margins and overall profitability from adverse fuel price changes.
However, to the extent the Company hedges portions of its fuel purchases, it may
not realize the impact of decreases in fuel prices. The fuel-hedging program
includes the use of commodity swap transactions that are accounted for as
hedges. Any gains or losses associated with changes in the market value of the
fuel swaps are deferred and recognized as a component of fuel expense in the
period in which the fuel is purchased and used. Based on annualized fuel
consumption during the first six months of 1999 and excluding the impact of the
hedging program, each one-cent increase in the price of fuel would result in
approximately $12 million of additional fuel expense on an annual basis.

                                      -6-
<PAGE>

As of June 30, 1999, BNSF Railway had entered into fuel swaps for approximately
1,323 million gallons at an average price of approximately 49 cents per gallon.
The above price does not include taxes, transportation costs, certain other fuel
handling costs, and any differences which may occur from time to time between
the prices of commodities hedged and the purchase price of BNSF Railway's diesel
fuel.

Currently, BNSF Railway's fuel hedging program covers approximately 78 percent
of estimated fuel purchases for the remaining six months of 1999, and
approximately 40 percent, 22 percent and 7 percent of estimated annual and
quarterly fuel purchases for 2000, 2001, and 2002, respectively. Hedge positions
are closely monitored to ensure that they will not exceed actual fuel
requirements in any period. Unrecognized losses from BNSF Railway's fuel swap
transactions were approximately $47 million as of June 30, 1999, of which $17
million relates to swap transactions that will expire in 1999. BNSF Railway also
monitors its hedging positions and credit ratings of its counterparties and does
not anticipate losses due to counterparty nonperformance.

6.  RELATED PARTY TRANSACTIONS

BNSF Railway is involved with BNSF and certain of its subsidiaries in related
party transactions in the ordinary course of business, which include payments
made on each other's behalf and performance of services.  Under the terms of a
tax allocation agreement with BNSF, BNSF Railway made federal and state income
tax payments of $71 million and $112 million, net of refunds, during the first
six months of 1999 and 1998, respectively, which are reflected in changes in
working capital in the consolidated statement of cash flows.

BNSF Railway had a net intercompany payable balance of $210 million at June 30,
1999, which is reflected in accounts payable and other current liabilities in
the consolidated balance sheet.  BNSF Railway had a net intercompany receivable
balance of $86 million at December 31, 1998, which is reflected in accounts
receivable, net in the consolidated balance sheet.  Net intercompany receivable
or payable balances are settled in the ordinary course of business.

BNSF Railway had intercompany notes payable to BNSF of $2,288 million at June
30, 1999 and December 31, 1998, included in the consolidated balance sheet.  At
June 30, 1999, $1,579 million of the intercompany notes payable had a fixed
interest rate of 6.9 percent and $709 million had a variable interest rate of
1.0 percent above the monthly average of the daily effective Federal Funds rate.
During 1999, BNSF Railway has not had any borrowings from BNSF.  Interest is
paid semi-annually on all intercompany notes payable.  Interest expense on
intercompany notes payable is reflected in interest expense, related parties in
the consolidated income statement.  The intercompany notes are due on demand;
however, it is not anticipated that BNSF Railway will be required to pay these
obligations in the next twelve months.

Item 2.  Management's Narrative Analysis of Results of Operations

Management's narrative analysis relates to the financial condition and results
of operations of The Burlington Northern and Santa Fe Railway Company and its
majority-owned subsidiaries (collectively BNSF Railway, Registrant or Company).

Results of Operations

Six months ended June 30, 1999 compared with six months ended June 30, 1998

BNSF Railway recorded net income for the first six months of 1999 of $509
million, compared with the first six months of 1998 net income of $569 million.
The decrease in net income is primarily due to the Company recording pre-tax
special items in 1999 of $48 million ($30 million after-tax) and $37 million
($23 million after-tax) for reorganization costs and environmental expenses,
respectively, partially offset by a $54 million ($34 million after-tax) credit
for the reversal of liabilities associated with the consolidation of certain
clerical work-forces and a first quarter 1998 pre-tax gain of $67 million ($32
million after-tax) on the sale of substantially all of the Company's interest in
Santa Fe Pacific Pipeline Partners, L.P.  Excluding the after-tax effects of
these items, BNSF Railway's adjusted net income was $528 million and $537
million for the first six months of 1999 and 1998, respectively.  The decrease
in adjusted net income is primarily due to a decrease in other income (expense),
net as discussed below.

                                      -7-
<PAGE>

Revenues

The following table presents BNSF Railway's revenue information by commodity for
the six months ended June 30, 1999 and 1998 and includes certain
reclassifications of prior year information to conform to the current year
presentation:

<TABLE>
<CAPTION>
                                                                                                           Average Revenue
                                               Revenues                      Cars/Units                      Per Car/Unit
                                     ---------------------------    -----------------------------     ----------------------------
                                          1999           1998             1999            1998             1999            1998
                                     -----------     -----------    -------------     -----------     ------------    ------------
                                          (In Millions)                   (In Thousands)
<S>                                  <C>             <C>            <C>               <C>             <C>             <C>
Carload                             $      1,261    $      1,292              880             898     $      1,433    $      1,439
Intermodal                                 1,181           1,149            1,503           1,448              786             794
Coal                                       1,109           1,113            1,041           1,022            1,065           1,089
Agricultural Commodities                     597             599              326             327            1,831           1,832
Automotive                                   220             194              126             118            1,746           1,644
                                     -----------     -----------      -----------      ----------      -----------      ----------
Total Freight Revenues                     4,368           4,347            3,876           3,813     $      1,127    $      1,140
                                                                      ===========      ==========      ===========      ==========
Other Revenues                                14               3
                                     -----------     -----------
Total Operating Revenues            $      4,382    $      4,350
                                     ===========     ===========
</TABLE>

Total revenues for the first six months of 1999 were $4,382 million or 1 percent
higher compared with revenues of $4,350 million for the first six months of
1998.  The increase primarily reflects increases in the intermodal and
automotive sectors, partially offset by lower carload, coal, and agricultural
commodities revenues.  Average revenue per car/unit decreased in the first six
months of 1999 to $1,127 from $1,140 in the first six months of 1998.

Carload revenues of $1,261 million for the first six months of 1999 were $31
million or 2 percent lower than the first six months of 1998 due to decreases in
the chemicals, metals, and minerals and machinery sectors, partially offset by
increased forest product revenues.  Weaknesses in the chemicals sector due to
soft fertilizer markets and weaknesses in the metals sector due to increased
steel imports and a decrease in special train movements of heavy machinery for
Boeing contributed to the decrease.  These decreases were partially offset by
increased inland shipments of forest products.

Intermodal revenues of $1,181 million for the first six months of 1999 increased
$32 million or 3 percent compared with the first six months of 1998 reflecting
increases in the direct marketing and international sectors.  Direct marketing
revenues benefited from increased units shipped for UPS, less than truckload
(LTL) customers and the United States Postal Service.  International revenues
were up due to new business established with Sealand, NYK, Maersk and K-Line.

Coal revenues of $1,109 million for the first six months of 1999 were $4 million
or slightly lower than the first six months of 1998 primarily due to traffic
congestion in the Powder River Basin and operating difficulties at two utility
plants in early 1999, which resulted in plant closures during the second
quarter.

Agricultural commodities revenues of $597 million for the first six months of
1999 were $2 million or slightly lower than revenues for the first six months of
1998 due to poor northern wheat exports, partially offset by increased Pacific
Northwest corn exports.

Automotive revenues of $220 million for the first six months of 1999 were $26
million or 13 percent higher than the first six months of 1998 reflecting growth
in both vehicle and parts shipments.

Expenses

Total operating expenses for the first six months of 1999 were $3,411 million,
an increase of $36 million or 1 percent, over the first six months of 1998. As
discussed above, the Company recorded three special items in the second quarter
of 1999 which increased operating expenses $31 million ($19 million after-tax).
Excluding the special items, operating expenses for the first six months of 1999
were $3,380 or slightly higher than the first six months of 1998.  The adjusted
operating ratio improved to 77.1 percent for the first six months of 1999,
compared with a 77.6 percent operating ratio for the first six months of 1998.

                                      -8-
<PAGE>

Compensation and benefits expenses of $1,368 million were $24 million or 2
percent lower than the first six months of 1998 primarily due to lower
employment levels and lower incentive compensation expense.

Purchased services of $472 million for the first six months of 1999 were $36
million or 8 percent higher than the first six months of 1998 principally due to
increased equipment maintenance, intermodal ramping and other costs.

Equipment rents expenses for the first six months of 1999 of $374 million were
$20 million or 5 percent lower than the first six months of 1998 reflecting
lower intermodal equipment expenses.

Fuel expenses of $334 million for the first six months of 1999 were $28 million
or 8 percent lower than the first six months of 1998, as a result of a 6 cent or
9 percent decrease in the average all-in cost per gallon of diesel fuel,
partially offset by a 2 percent volume driven increase in consumption from 572
million to 582 million gallons.  The decrease in the average all-in cost per
gallon of diesel fuel includes a 9-cent decrease in the average purchase price,
partially offset by a 3-cent per gallon increase in losses related to the
Company's fuel hedging program.

Materials and other expenses of $429 million for the first six months of 1999
were $44 million or 11 percent higher than the first six months of 1998
principally reflecting additional environmental expense accruals of $37 million
as discussed above and higher personal injury and casualties expenses.

Interest expense with external and related parties of $151 million for the first
six months of 1999 was $10 million or 7 percent higher than in the first six
months of 1998, reflecting higher debt levels which increased to $5,055 million
at June 30, 1999 from $4,918 million at June 30, 1998.

Other income (expense) net was unfavorable by $90 million compared to the first
six months of 1998 primarily due to the $67 million pre-tax gain on the sale of
substantially all of the Company's interest in Santa Fe Pacific Pipeline
Partners, L.P. in the first quarter of 1998, and gains of $26 million from the
sale of a real estate portfolio during the first six months of 1998.

Other Matters

Reorganization Costs

The Company incurred during the quarter $48 million of reorganization costs for
severance, pension, medical and other benefit costs for approximately 325
involuntarily terminated salaried employees that were part of the program
announced in May 1999 to reduce operating costs.  Components of the charge
include approximately $29 million relating to estimated severance costs for
salaried employees, approximately $16 million for special termination benefits
to be received under the Company's retirement and medical plans, and
approximately $3 million of costs incurred for relocating approximately 60
salaried employees as a result of the reorganization.  The majority of these
costs have not been paid out as of June 30, 1999.  The program sought to
eliminate approximately 400 salaried and 1,000 scheduled (union) positions.
Approximately half of the planned reductions were made by June 30, 1999 with
substantially all of the 325 salaried employees eliminated through severance and
the remainder of the 400 through the elimination of contractors and normal
attrition.  The remaining union positions will be substantially eliminated
during the third quarter of 1999.  No significant costs have been or are
anticipated to be incurred as a result of eliminating the 1,000 scheduled
positions.  Total savings related to the reorganization are expected to be
approximately $40 million in the remainder of 1999 and to approximate $100
million on an annual basis.

Year 2000

BACKGROUND

The Company has established a committee of managers and employees, chaired by
the Company's Chief Information Officer, to evaluate and manage the costs and
risks associated with becoming Year 2000 compliant and to minimize the impact of
the Year 2000 problem on the Company. Because many existing computer programs
and microprocessors recognize only the last two digits of years (and not the
century designation), they may be unable to accurately recognize and process
dates beyond December 31, 1999, and consequently may fail or produce erroneous

                                      -9-
<PAGE>

data. The Year 2000 problem may adversely affect the Company's operations and
financial performance if its remediation efforts are not successfully
implemented or if the railroads with which the Company connects, critical
customers or suppliers fail to become Year 2000 compliant.

STATE OF READINESS

Year 2000 issues were reviewed in September 1995 following the approval of the
merger of the two railroads that now constitute BNSF Railway. The core mainframe
systems for the merged railroad were selected in part because they were
substantially Year 2000 compliant. These systems integrate all transportation-
related activities and computer systems that support BNSF Railway's
transportation network, including operations, customer information, and revenue
data. This merger-related information systems integration and upgrade activity
was substantially completed by July 1997.

Following this systems integration, BNSF Railway adopted a three-phase approach
to Year 2000: Inventory and Assessment; Remediation; and Certification Testing.
Separate teams address technologies administered or maintained by the
Information Systems Services department (ISS technologies) and other enterprise-
wide products and technologies used by the Company, including embedded
microprocessor technology (Enterprise technologies). BNSF Railway has completed
the Inventory and Assessment phase for both ISS and Enterprise technologies.
During this phase, BNSF Railway inventoried all ISS-administered source code,
hardware, software and communications equipment that could be affected by the
Year 2000 problem, and identified items potentially needing remediation. In
addition, the Enterprise team completed a company-wide audit of Enterprise
technologies and associated suppliers and service providers for potential Year
2000 problems.

The Remediation phase is more than 98 percent complete.  Remediation includes
converting source code and replacing or upgrading purchased software and
hardware. Remediation is complete for ISS technologies and is expected to be
completed by October 1999 for Enterprise technologies.

The Certification Testing phase addresses validating the performance of ISS and
Enterprise technologies in a Year 2000 test environment. The Certification
Testing phase also includes validating Year 2000 compliance for critical third
party suppliers and service providers. This phase, which is ongoing, overlaps
with the Remediation phase. Certification testing for ISS technologies began in
November 1998, with critical applications receiving priority.  Certification
testing for existing ISS critical applications was completed in July 1999.
Testing for all applications is scheduled for completion by the end of September
1999. Certification testing of all critical and non-critical Enterprise
technologies began in May 1998 and is scheduled for completion in October 1999.

COSTS

As a result of its merger-related systems integration that was completed in
1997, BNSF Railway achieved substantial Year 2000 compliance on its core
mainframe systems.  In addition, spending on Year 2000 activities approximates
$12 million to date. Currently, the total cost of achieving Year 2000 compliance
for the Company's ISS and Enterprise technologies is estimated to be
approximately $16 million.

YEAR 2000 RISKS AND CONTINGENCY PLANS

Certain BNSF Railway business processes rely on third parties for the efficient
functioning of its transportation network. The Association of American Railroads
(AAR) administers systems that benefit all North American railroads and their
customers, including interline settlement, shipment tracing and waybill
processing. BNSF Railway and other AAR-member railroads are participating in a
process to test and certify these systems for Year 2000 compliance. The AAR
expects that these systems will be compliant and pilot tested by specific
carriers by the end of August 1999, with open carrier testing through October
1999.  BNSF Railway has developed contingency plans for critical business
processes supported by AAR systems.

Certain BNSF Railway routes and resulting revenues are dependent on the use of
trackage rights over other railroads, including Union Pacific Corporation,
Montana Rail Link and the Arizona and California Railroad. Other BNSF Railway
traffic may originate or terminate on other carriers' lines or may otherwise
involve use of a foreign

                                      -10-
<PAGE>

connection en route. Approximately 60 percent of units handled by BNSF Railway
run over BNSF Railway facilities only. BNSF Railway's traffic levels and
revenues could be significantly reduced and/or its operational network
significantly impaired through congestion and other factors if other railroads
are not able to accommodate BNSF Railway trains or interchange traffic for any
extended period of time due to Year 2000 problems. However, as a result of its
work with other railroads to address Year 2000 problems on an industry-wide
basis, management believes that the possibility of extended failures on other
railroads is not significant. At present, the Company is in the process of
determining which of its larger customers may have Year 2000 problems that could
result in reduced traffic for the Company.

It is the opinion of management that Year 2000 problems in BNSF Railway's
internal information systems and technology infrastructure will not have a
materially adverse effect on the results of operations, liquidity or financial
position of the Company. However, there can be no assurance that the systems or
equipment of other parties which interact with BNSF Railway's systems will be
compliant on a timely basis. BNSF Railway believes that the failure of systems
or equipment of one or more of its key third parties or customers is the most
reasonably likely worst case Year 2000 scenario, and that an extended failure
could have a material adverse effect on the results of operations, liquidity or
financial position of the Company. Where appropriate, BNSF Railway continues to
develop contingency plans in the event that BNSF Railway's key third parties do
not become Year 2000 compliant on a timely basis, which effort includes the
formalization of existing disaster recovery plans.

Other Claims and Litigation

BNSF Railway and its subsidiaries are parties to a number of legal actions and
claims, various governmental proceedings and private civil suits arising in the
ordinary course of business, including those related to environmental matters
and personal injury claims. While the final outcome of these items cannot be
predicted with certainty, considering among other things the meritorious legal
defenses available, it is the opinion of management that none of these items,
when finally resolved, will have a material adverse effect on the annual results
of operations, financial position or liquidity of BNSF Railway, although an
adverse resolution of a number of these items in a single period could have a
material adverse effect on the results of operations in a particular quarter or
fiscal year.

Forward Looking Information

The Year 2000 discussion above contains forward-looking statements, including
those concerning the Company's plans and estimated completion dates, cost
estimates, assessments of Year 2000 readiness of BNSF Railway and third parties,
and possible consequences of any failure on the part of the Company or third
parties to be Year 2000 compliant on a timely basis. Forward-looking statements
involve a number of risks and uncertainties that could cause actual results to
differ materially from those projected in the forward-looking statements. Such
factors include, but are not limited to, the following: continued availability
of qualified personnel to assess, remediate, and test ISS and Enterprise
technologies at current estimated costs; emergence of unforeseen software or
hardware problems, including where applications interact with each other in ways
not anticipated, which could delay or hinder commercial transactions or other
operations; the ability to locate and remediate Year 2000 problems with software
source code and embedded computer chips in equipment; the failure, in whole or
in part, of other railroads or AAR-supported systems to be Year 2000 compliant;
the Year 2000 compliance of its business partners and customers and reduced
traffic levels due to their failure, in whole or part, to be Year 2000
compliant; business interruption due to delays in obtaining supplies, parts, or
equipment from key vendors or suppliers that are affected by Year 2000 problems;
the ripple effect of Year 2000-related failures in industries supporting the
nation's basic infrastructure, including fuel vendors and pipelines, gas,
electric, and water utilities, communications companies, banks and financial
institutions, and highway, water, and air transportation systems; and any
significant downturn in the general economy, and adverse industry-specific
economic conditions at the international, national, and regional levels, wholly
or partially caused by Year 2000 problems.

To the extent that all other written statements include predictions concerning
future operations and results of operations, such statements are forward-looking
statements that involve risks and uncertainties, and actual results may differ
materially. Factors that could cause actual results to differ materially
include, but are not limited to, general economic downturns, which may limit
demand and pricing; labor matters, which may affect the costs and feasibility of
certain operations; and competition and commodity concentrations, which may
affect traffic and pricing levels.

                                      -11-
<PAGE>

     The BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES

                          PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

  A.    Exhibits

        See Index to Exhibits on page E-1 for a description of the exhibits
        filed as part of this report.

  B.    Reports on Form 8-K

        The Registrant has filed no Current Reports on Form 8-K since those
        reported in the Annual Report on Form 10-K, as amended, for the year
        ended December 31, 1998.

                                      -12-
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        THE BURLINGTON NORTHERN AND
                                        SANTA FE RAILWAY COMPANY
                                        (Registrant)


                                        By: /s/  Dennis R. Johnson
                                            ------------------------------------
                                            Dennis R. Johnson
                                            Vice President and Controller
                                            (On behalf of the Registrant and
                                            as principal accounting officer)

Fort Worth, Texas
August 13, 1999

                                      -13-
<PAGE>

     THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES

                                 Exhibit Index

12    Computation of ratio of earnings to fixed charges.

27    Financial Data Schedule for the quarter ended June 30, 1999.