SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HUND THOMAS N

(Last)

(First)

(Middle)

BURLINGTON NORTHERN SANTA FE CORPORATION

2650 LOU MENK DRIVE

(Street)

FORT WORTH

76131-2830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BURLINGTON NORTHERN SANTA FE CORP [ BNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	05/02/2008		F		2,515⁽¹⁾	D	$104.24	212,275	D
Common Stock, $0.01 par value	05/02/2008		A		6,900⁽²⁾	A	$0	219,175	D
Common Stock, $0.01 par value	05/02/2008		F		2,515⁽³⁾	D	$104.24	216,660	D
Common Stock, $0.01 par value	05/02/2008		A		3,864⁽⁴⁾	A	$0	220,524	D
Common Stock, $0.01 par value	05/02/2008		F		1,408⁽⁵⁾	D	$104.24	219,116	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)⁽⁶⁾	$105.23	05/01/2008		A		46,160		⁽⁶⁾	05/01/2018	Common Stock, $0.01 par value	46,160	$0	46,160	D

Explanation of Responses:

1. The reporting person received a grant of 6,900 restricted stock units on May 2, 2005 pursuant to the Burlington Northern Santa Fe 1999 Stock Incentive Plan (the "1999 Plan"). The 1999 Plan provided for the lapse of restrictions on the restricted stock units on May 2, 2008; the reporting person elected to surrender 2,515 shares, to satisfy tax withholding liabilities, incident to the lapse of restrictions in accordance with Rule 16b-3.

2. Represents performance-based restricted stock units that have vested and are paid out in shares of common stock.

3. The reporting person elected to surrender 2,515 shares upon vesting of performance-based restricted stock units, to satisfy tax withholding liabilities, incident to the lapse of restrictions in accordance with Rule 16b-3.

4. Represents performance stock that has vested and is paid out in shares of common stock.

5. The reporting person elected to surrender 1,408 shares upon vesting of performance stock, to satisfy tax withholding liabilities, incident to the lapse of restrictions in accordance with Rule 16b-3.

6. Stock option grant with tandem withholding rights pursuant to the 1999 Plan in a transaction exempt under Rule 16b-3 which vests ratably over a three year period.

	/s/ Thomas N. Hund, by Jeffrey T. Williams, Attorney-in-Fact	05/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.