Item 1.01 Entry into a Material Definitive Agreement.

As disclosed in its Form 8-K filed December 2, 2008, Burlington Northern Santa Fe Corporation ("BNSF") entered into an underwriting agreement dated as of November 25, 2008, in connection with the issuance and sale of $500 million in aggregate principal amount of 7.00% Notes due February 1, 2014, as described in the prospectus supplement dated November 25, 2008. The notes were issued under the Indenture dated as of December 1, 1995, as supplemented by the Third Supplemental Indenture, dated as of December 3, 2008, between BNSF and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor in interest to The First National Bank of Chicago, as trustee, and a certificate providing for the issuance of the notes. The notes were delivered against payment on December 3, 2008.

A copy of the Third Supplemental Indenture and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index included herewith.

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