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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
TELLES CYNTHIA ANN

(Last)(First)(Middle)
C/O UCLA SCHOOL OF MEDICINE, 300 UCLA MEDICAL SCHOOL PLAZA SUITE 2236

(Street)
LOS ANGELESCA90024

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2009
3. Issuer Name and Ticker or Trading Symbol
BURLINGTON NORTHERN SANTA FE CORP [BNI]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
No securities are beneficially owned

/s/ Cynthia A. Telles, by Judy K. Carter, Attorney-in-Fact09/28/2009
** Signature of Reporting PersonDate
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 5(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.

EX-24.

rrd227219_256570.html
POWER OF ATTORNEY

      The undersigned hereby appoints each of Roger Nober, James H. Gallegos, Craig 
N. Smetko, Jeffrey T. Williams, and Judy K. Carter, signing singly, as the undersigned's true 
and lawful attorney-in-fact to:

(1) execute and file with the Securities and Exchange Commission and any national securities 
exchange, on behalf of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of 
the Securities Exchange Act of 1934 and the rules thereunder, and Form 144 under Rule 144 
adopted pursuant to the Securities Act of 1933, and any amendments to the above-referenced 
statutes and rules, regarding holdings of or transactions in securities of Burlington Northern 
Santa Fe Corporation or any successors thereto;
(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, 
information on transactions in the Company's securities from any third party, including 
brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes 
any such person to release any such information to the undersigned and approves and ratifies 
any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are 
necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned hereby grants to each such attorney-in-fact full power and authority to 
do and perform any and every act and thing whatsoever requisite, necessary, or proper to 
be done in the exercise of any of the rights and powers granted herein, as fully to all 
intents and purposes as the undersigned might or could do if personally present, with full 
power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
 or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done 
by virtue of this power of attorney and the rights and powers herein granted. 

The undersigned acknowledges that neither the foregoing attorneys-in-fact nor Burlington 
Northern Santa Fe Corporation are hereby assuming any of the undersigned's obligations to 
comply with Section 16(a) of the Securities Exchange Act of 1934 or Rule 144 under the Securities 
Act of 1933, any liability for failure to comply with such obligations, or any obligation or 
liability for profit disgorgement under Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned 
regarding the purposes outlined in the first paragraph of this Power of Attorney.

This Power of Attorney shall remain in effect until the undersigned is no longer required 
to file Forms 3, 4, or 5 and Form 144 with respect to the undersigned's holdings of and 
transactions in securities issued by Burlington Northern Santa Fe Corporation, unless 
earlier (a) revoked by the undersigned in a written statement delivered to the Secretary 
of Burlington Northern Santa Fe Corporation, or (b) superseded by a new power of attorney 
regarding the purposes outlined in the first paragraph hereof dated as of a later date.  
Each individual appointed as attorney-in-fact under this Power of Attorney shall serve 
as attorney-in-fact pursuant to this Power of Attorney as long as such individual is 
employed by Burlington Northern Santa Fe Corporation or BNSF Railway Company or any 
successor to those companies, and upon termination of such employment for any reason, 
the authority granted to such person pursuant to this Power of Attorney shall be null and void.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to 
be executed as of this 25 day of September, 2009.

/s/ Cynthia Ann Telles
Signature

Cynthia Ann Telles
Print Name









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