Filed Pursuant to Rule 433

Registration No. 333-155301

November 25, 2008

Burlington Northern Santa Fe Corporation

7.00% Notes due February 1, 2014

Issuer:	Burlington Northern Santa Fe Corporation
Note Type:	Senior Unsecured Notes
Ratings:	Baa1/BBB (Moody’s / S&P)
Offering Format:	SEC Registered
Final Terms
Principal Amount:	$500,000,000
Benchmark:	UST 2.75% due October 31, 2013
Benchmark Yield:	2.007%
Re-offer Spread:	T + 500 bps
Re-offer Yield:	7.007%
Coupon:	7.00%
Price to Public:	99.983%
Coupon Dates:	February 1 and August 1
First Coupon Date:	February 1, 2009
Trade Date:	November 25, 2008
Settlement Date:	December 3, 2008
Maturity Date:	February 1, 2014
Make Whole Call:	T + 50 bps
Day Count Convention:	30/360
Denomination:	$2,000 x $1,000
CUSIP:	12189T BB9

Bookrunners:	Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
Co-Managers:	BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Utendahl Capital Group, LLC

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526.