Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 6, 2007, the Board of the Company unanimously approved an amendment and restatement of the Company's By-Laws. Under the amended and restated Article II, Section 1, the Board was granted greater flexibility in scheduling the annual meeting of stockholders. In February 2007, the Company adopted "majority" voting standard for uncontested elections of Directors. Technical changes in furtherance of this policy were also adopted to both Article II, Section 7 and Article III, Section 1, to exclude withhold votes and abstentions from uncontested Director elections as well as other matters determined by majority vote of shareholders.

The amended and restated By-Laws are attached as Exhibit 3.1 to this Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 3.1 By-Laws of Burlington Northern Santa Fe Corporation, as amended and restated December 6, 2007 10.1 Form of Burlington Northern Santa Fe Change in Control Agreement, as amended and restated effective December 31, 2007