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                                                                  EXHIBIT 3.1



                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
              THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY


      FIRST:  The name of the Corporation is The Burlington Northern and Santa
Fe Railway Company.

      SECOND:  The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801.  The name of its registered agent at such address is The
Corporation Trust Company.

      THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").

      FOURTH:  The total number of shares of stock which the Corporation shall
have authority to issue is one thousand (1,000) shares of common stock, having a
par value of $1.00 per share.

      FIFTH:  In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized:

      1.    To make, amend or repeal the By-Laws of the Corporation, subject to
the power of the stockholders of the Corporation having voting power to amend or
repeal By-Laws whether adopted by them or otherwise.

      2.    To remove at any time any officer elected or appointed by the Board
of Directors by such vote of the Board of Directors as may be provided for in
the By-Laws.  Any other officer of the Corporation may be removed at any time by
a vote of the Board of Directors, or by any committee or superior officer upon
whom such power of removal may be conferred by the By-Laws or by a vote of the
Board of Directors.

      3.    To establish bonus, profit, sharing, stock option, stock purchase,
retirement or other types of incentive or compensation plans for the employees
(including officers and directors) of the Corporation and to fix the terms of
such plans and to determine, or

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prescribe the method for determining, the persons to participate in any such
plans and the amount of their respective participations.

      4.    To authorize, and to cause to be executed mortgages, pledges, liens
and charges upon the real and personal property of the Corporation and to issue
obligations secured thereby.

            Both stockholders and directors shall have power to hold their
meetings, and the Corporation may have one or more offices, within or without
the State of Delaware, and the books of the Corporation may, subject to the laws
of the State of Delaware, be kept outside of such State at such places as may be
from time to time determined by the Board of Directors.

      SEVENTH:  (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.

      (2) (a) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law.  The right to indemnification conferred in this ARTICLE SEVENTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition of
the fullest extent permitted by Delaware Law.  The right to indemnification
conferred in this ARTICLE SEVENTH shall be a contract right.

            (b) The Corporation may, by action of its Board of Directors,
provide indemnification to such of the directors, officers, employees and agents
of the Corporation to such extent and to such effect as the Board of Directors
shall determine to be appropriate and authorized by Delaware Law.

      (3)  The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Delaware Law.

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      (4)  The rights and authority conferred in this ARTICLE SEVENTH shall not
be exclusive of any other right which any person may otherwise have or hereafter
acquire.

      (5)  Neither the amendment nor repeal of this ARTICLE SEVENTH, nor the
adoption of any provision of this Certificate of Incorporation or the By-laws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE
SEVENTH in respect of any acts or omissions occurring prior to such amendment,
repeal, adoption or modification.

      EIGHTH:  The Corporation reserves the right to amend this Restated
Certificate of Incorporation in any manner permitted by Delaware Law and, with
the sole exception of those rights and powers conferred under the above ARTICLE
SEVENTH, all rights and powers conferred herein on stockholders, directors and
officers, if any, are subject to this reserved power.




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