Canadian National and Burlington Northern Santa Fe Create the Leading
 North American Railroad

 12/20/99

 Shippers To Benefit From Extended Single-Line Service

MONTREAL and FORT WORTH, Texas, December 20, 1999 – Canadian National
Railway Company (TSE:CNR; NYSE:CNI) ("CN") and Burlington Northern
Santa Fe Corporation (NYSE:BNI) ("BNSF") today announced that their
boards of directors have approved a definitive agreement to combine
their businesses. The end-to-end combination creates North America's
largest railroad and will offer shippers substantially enhanced
single-line service. Combined, the companies currently operate about
50,000 route-miles of track, employ about 67,000 people and have
combined revenues of approximately US$12.5 billion (Cdn$18.5 billion).

The combined businesses have an equity market capitalization of
approximately US$19 billion (Cdn$28 billion) based on the closing
stock prices on Friday, December 17, 1999, of US$29.75 for CN and
US$28.375 for BNSF. The transaction is expected to be accretive to
earnings per share in the first year after the combination becomes
effective. The companies expect that all required regulatory approvals
can be obtained and the transaction completed by mid-2001.

Among its benefits, the combination will:

 - Be uniquely positioned to help shippers take advantage of fast
 growing north-south trade flows within North America, while providing
 a fluid east-west transportation network serving both Canada and the
 United States. The new railroad will offer unprecedented single-line
 service with access to new markets throughout North America;

 - Achieve rail market share growth by generating new business
 opportunities and added efficiencies through improved asset
 utilization and service scheduling;

 - Offer increasing employment opportunities due to the growth
 potential of the new enterprise. Because this combination is an
 end-to-end operating network, there is minimal overlap of operations
 and only minor duplication of activities, and workforce reductions
 are expected to be managed largely through normal attrition;

 - Maintain the culture, customer and safety focus and operational
 expertise of each railroad at the local and regional level;

 - Combine CN's and BNSF's industry-leading service plans and CN's
 strength in forest products, automotive and chemical transportation
 with BNSF's wide geographic coverage in the western United States and
 its strong intermodal and coal businesses; and

 - Join the two most efficient railroads in North America, each with a
 proven record of implementing previous consolidations.

 - CN and BNSF have principal interchanges at Chicago, Memphis,
 Duluth/Superior, and Vancouver, B.C.


Terms

To implement the transaction in a tax-efficient manner, North American
Railways, Inc. will be created as the parent company for BNSF and as
the companion company for CN. The transaction will result in the
shareholders of each company having voting and ownership interests in
both companies.

The shareholders of BNSF will receive for each BNSF common share a
common security consisting of one North American Railways common share
and one CN voting share that will trade together as one security. The
shareholders of CN will receive for each CN common share 1.05 CN
voting shares and, at their option, either 1.05 shares of North
American Railways common stock or 1.05 shares of CN stock exchangeable
for 1.05 shares of North American Railways common stock. The CN voting
share will trade together with the CN exchangeable share as one
security and will be Canadian Property for investment, dividend and
tax purposes.

The result will be that, at all times, each company will have the same
shareholder base with each shareholder having the same economic
benefits and voting rights.

North American Railways, by its charter, will conform to the
provisions of the CN Commercialization Act and Canadian corporate law
on the composition of boards of directors. Like CN, North American
Railways shareholders will be subject to an ownership limit whereby no
single shareholder can own more than 15 percent of North American
Railways' voting shares; North American Railways will have its head
office in Montreal and will operate in both of Canada's official
languages. BNSF will continue to be headquartered in Fort Worth.


Management and Board Structure

Upon the closing of the transaction, Robert D. Krebs, Chairman and
Chief Executive Officer of BNSF, will become non-executive Chairman of
North American Railways and of CN; and Paul M. Tellier, President and
Chief Executive Officer of CN, will become President and Chief
Executive Officer of North American Railways as well as CN. E. Hunter
Harrison, Executive Vice President and Chief Operating Officer of CN,
will become Chief Operating Officer of North American Railways as well
as CN; and Thomas N. Hund, Senior Vice President, Chief Financial
Officer and Treasurer of BNSF, will become Chief Financial Officer of
North American Railways and of CN. In addition, Matthew K. Rose,
President and Chief Operating Officer of BNSF, will become President
and Chief Executive Officer of BNSF.

A five-person implementation committee, consisting of Mr. Krebs, Mr.
Tellier, Mr. Harrison, Mr. Hund and Mr. Rose, will begin work
immediately. The mandate of this committee, which will operate through
consensus, is to direct the preparation of the U.S. Surface
Transportation Board (STB) application and related matters, to direct
integration planning and, within regulatory limits, to effect interim
voluntary coordination agreements between CN and BNSF in such areas as
information systems, purchasing, operations and marketing.

The size and composition of the North American Railways board will be
identical to that of the CN board. The majority of directors will be
Canadian residents. The 15-member board will consist of six members
drawn from each of the current CN and BNSF boards plus three new
appointees:

From the current CN board: Purdy Crawford, J. V. Raymond Cyr, The
Honorable Edward C. Lumley, David G. A. McLean, Robert Pace, and Paul
M. Tellier; From the current BNSF board: John J. Burns, Jr., Robert D.
Krebs, Roy S. Roberts, J. Steven Whisler, Edward E. Whitacre, Jr., and
Michael B. Yanney; The three new appointees: Laurent Beaudoin, C.C.,
FCA, Chairman, Bombardier Inc.; Steven A. Burd, Chairman, President &
Chief Executive Officer, Safeway Inc.; Jean C. Monty, President &
Chief Executive Officer, BCE Inc. Mr. Tellier and Mr. Krebs said,
"This is a new railroad for a new era. We are bringing together two
highly successful railroads that share a common vision about their
role in the future – to increase revenues and earnings through
superior customer service. The benefits of a common operating plan
with fully integrated single-line service; a coordinated marketing
plan; and the specific synergies available in such areas as
information technology and procurement will be fully realized.

"The combination of CN and BNSF builds the first North American
railroad by uniting the most efficient Canadian railroad with the most
efficient railroad in the United States. The new railroad, which will
be the largest rail network in North America, will have a strong
balance sheet, substantial free cash flow, a shared commitment to
consistent on-time customer service, a common operating system, and a
well-balanced revenue portfolio," continued Mr. Krebs and Mr. Tellier.

Mr. Krebs continued, "The combination uses a new model for railroad
consolidation -- one that will enable the partners to effectively
integrate with maximum efficiency and without sacrificing quality
customer service. The model carefully preserves and protects the
existing identities and efficient rail networks of each company.
Revenue growth will be achieved in part through common marketing and
operating plans offering new and expanded single-line service for
shippers. Operating efficiencies will be achieved by leveraging the
operating systems of both railroads; through common purchasing to
create economies of scale; through the more productive utilization of
locomotives and freight cars; by leveraging e-commerce initiatives;
and by the exchange of best practices. Both railroads have completed
successful mergers in the past four years. The rate of growth, cash
flow generation and EPS of the combined companies should be
significantly greater than what could be achieved by the companies on
a stand-alone basis."
Mr. Tellier continued, "This is good news for shareholders, employees,
customers and shippers. It gives shareholders ownership in a rail
enterprise that, based on its size and reach, is uniquely positioned
to expand its market share and improve its profitability. Employees
will benefit from this end-to-end combination, which creates a strong
platform for revenue growth and the potential for job creation in the
future. It is good for customers and shippers who, through this large
single-line network, will have access to transportation services that
will provide them with the best value for their transportation dollar.
Our top priority will be to manage the process in a manner that
provides our customers with the highest quality service while
continuing to ensure that the highest standards of safety for our
employees are upheld."


North American Benefits

The companies expect the combination to significantly benefit shippers
across Canada and the United States with faster and more dependable
rail service and with more routing and gateway choices.

Over 40 percent of Canada's GDP is generated by exports. Almost all of
Canada's exports now face strong competition in price and product
substitution. Increasingly, Canada's competitiveness is dependent on a
transportation sector with the efficiency required to overcome
inherent disadvantages related to distance. This combination ensures
that CN is well positioned to support the growth of export trade to
the benefit of its customers and the Canadian economy. It adds three
more strategically located, single-line north-south rail corridors for
the movement of goods between Canada, the United States and Mexico to
the one created by CN's 1998 acquisition of Illinois Central and
marketing alliance with Kansas City Southern.

For the United States, this end-to-end combination will provide an
important rail alternative for numerous domestic markets. Moreover,
the combination will enhance U.S. efforts to be both price and product
competitive in export markets by providing an efficient rail
transportation system that encourages a more even balance of trade.
America's competitiveness depends on a transportation system that
efficiently serves major markets. Customers west of Chicago will have
single-line, double-stack cleared access to the Port of Halifax, the
North American deep water port closest to Europe, trimming days of
transit time to points on BNSF. BNSF will be part of a system with
single-line access to Detroit and to key Canadian markets.


Synergies

The companies estimate that the annual impact of the revenue and cost
synergies on operating income will be between US$500 million and
US$600 million (Cdn$750 million and Cdn$890 million) to be realized
about evenly over the first three years after the close of the
transaction. Revenue synergies are expected to result from the more
efficient movement of goods such as automotive products between
Southern Ontario and Michigan and the southwestern and western United
States and Mexico. In addition, the network will be more competitive
with trucks and will promote growth in intermodal and merchandise
traffic. Cost synergies are expected to result primarily from asset
productivity initiatives derived from better utilization of
locomotives, freight cars and facilities, purchasing efficiencies, and
economies of scale as well as combining certain administrative
activities.


Proven Track Record of Consolidations

In 1995, BNSF successfully completed the combination of Burlington
Northern Inc. and Santa Fe Pacific Corp. Since then, operating ratio
has improved by more than five percentage points and was 73 percent
for the quarter ended September 30, 1999. Revenues have grown by
approximately $1 billion during the past four years, while operating
expense per gross ton mile has declined by 10 percent. BNSF also has
improved on-time service dramatically to a system-wide on-time average
of 91 percent for 1999.

CN began a smooth, step-by-step integration of Illinois Central on
July 1, 1999. Today, CN spans all of Canada and mid-America,
connecting the Atlantic, Pacific and Gulf coasts. For the quarter
ended September 30, 1999 -- the first full quarter of combined
operations following the close of the Illinois Central transaction --
CN posted an operating ratio of 71 percent, the best of any major
North American railroad for that period. Carloadings rose 10 percent
over the third quarter of 1998. In the past year, CN's leading-edge
service plan has generated significantly improved on-time performance,
transit times and asset utilization.


Review and Approvals

This combination is subject to, among other things, approval by the
shareholders of both companies, as well as to customary regulatory
approvals. CN will proceed with a Plan of Arrangement that will be
submitted to a Canadian court to confirm that the combination is fair
to CN shareholders and complies with all relevant Canadian statutory
and regulatory requirements. The combination will also be subject to
approval by the STB. The combination will be accounted for as a
purchase.

Salomon Smith Barney, Nesbitt Burns Inc. and Beacon Group Capital
Services acted as financial advisors and Davis Polk & Wardwell,
Harkins Cunningham, and Stikeman, Elliott acted as legal advisors to
CN. Goldman, Sachs & Co. acted as financial advisor and Mayer, Brown &
Platt and Tory Tory acted as legal advisors to BNSF.

Through its subsidiary, The Burlington Northern and Santa Fe Railway
Company, BNSF, headquartered in Fort Worth, Texas, operates one of the
largest rail networks in North America, with 34,000 route miles of
track covering 28 states and two Canadian provinces.

Canadian National Railway Company spans Canada and mid-America, from
the Atlantic and Pacific oceans to the Gulf of Mexico, serving the
ports of Vancouver, Montreal, Halifax, New Orleans, and Mobile, Ala.,
and the key cities of Toronto, Buffalo, Chicago, Detroit, Memphis, St.
Louis, and Jackson, Miss., with connections to all points in North
America.

This news release contains forward-looking statements regarding future
events and the future performance of CN and BNSF that involve risks
and uncertainties that could cause actual results to differ
materially. Those risks and uncertainties include, but are not limited
to, customer demand, industry competition and regulatory developments,
natural events such as severe weather, floods and earthquakes, the
effects of adverse economic conditions affecting the Companies'
shippers, changes in fuel prices, and the ultimate outcome of shipper
claims, environmental investigations or proceedings and other types of
claims and litigations. We refer you to the documents that CN and BNSF
file from time to time with the Securities and Exchange Commission,
such as the Companies' Form 10-K, Form 10-Q, and Form 8-K reports,
which contain additional important factors that could cause their
results to differ from their current expectations and the
forward-looking statements contained in this news release.

Contacts for CN:                Contacts for BNSF:
Media: Mark Hallman             Media: Richard Russack
(416) 217-6390                  (817) 352-6425

Investors: Bob Noorigian        Investors: Marsha Morgan
(514) 399-0052                  (817) 352-6452