News Release

BNSF Shareholders Elect Directors

FORT WORTH, Texas, April 21, 2004:

Shareholders of Burlington Northern Santa Fe Corporation (BNSF) (NYSE: BNI) elected 11 directors, including Matthew K. Rose, chairman, president and chief executive officer, at the company's annual shareholders meeting held today in Fort Worth.

In addition to Rose, the following directors were elected for a one-year term:

Alan L. Boeckmann, 55, chairman and chief executive officer of Fluor Corporation;

Vilma S. Martinez, 60, partner in the law firm of Munger, Tolles & Olson LLP;

Marc F. Racicot, 55, partner in the law firm of Bracewell & Patterson L.L.P.;

Roy S. Roberts, 65, managing director of Reliant Equity Investors, L.L.C.;

Marc J. Shapiro, 56, retired vice chairman for finance, risk management, and administration of J.P. Morgan Chase & Co.;

J.C. Watts, Jr., 46, chairman of J.C. Watts Companies L.L.C., and J.C. Watts Enterprises, Inc.

Robert H. West, 65, retired chairman of the board of Butler Manufacturing Company;

J. Steven Whisler, 49, chairman and chief executive officer of Phelps Dodge Corporation;

Edward E. Whitacre, Jr., 62, chairman and chief executive officer of SBC Communications Inc.; and

Michael B. Yanney, 70, chairman of America First Companies L.L.C.

John J. Burns, Jr., president and chief executive officer of Alleghany Corporation, did not stand for re-election to the BNSF board of directors pursuant to the company’s corporate governance guidelines.

Shareholders also approved an amendment and restatement of the BNSF 1999 Stock Incentive Plan and, in an advisory vote, supported the selection of the company’s independent auditor, PricewaterhouseCoopers LLP.

BNSF’s subsidiary, The Burlington Northern and Santa Fe Railway Company, operates one of the largest railroad networks in North America, with about 32,500 route miles covering 28 states and two Canadian provinces. The railway is among the world's top transporters of intermodal traffic, moves more grain than any other American railroad, transports the components of many of the products we depend on daily, and hauls enough coal to generate about ten percent of the electricity produced in the United States. BNSF is an industry leader in Web-enabling a variety of customer transactions at www.bnsf.com.

BNSF Headquarters
BNSF Railway Company
2650 Lou Menk Dr. 2nd Floor
P.O. Box 961057
Fort Worth, TX 76161-0057
Phone: (817) 352-1000