The BNSF Forsyth Subdivision runs along the south side of the Yellowstone River for about 190 miles in eastern Montana. During the spring of 2011, the Yellowstone River reached historic flood levels forcing train operations to shut down. Flooding and saturated ground conditions caused damage at nearly 180 locations. BNSF and Shannon & Wilson, Inc. performed emergency site visits to assess the damage, evaluate risk, develop immediate repair plans, prioritize repairs, and initiate permitting. Priority repairs included riprap placement, slope and ditch grading, culvert repair and replacement, and subdrain construction. The emergency repairs impacted a cumulative 18,635 lineal feet (3.5 miles) of water bodies designated as Waters of the United States. Regulators require environmental mitigation to offset adverse impacts of emergency repairs. Typical mitigation is often onsite, in-kind mitigation such as bank restoration and re-vegetation at damaged sites. Due to the scope of the emergency repairs, on-site and in-kind mitigation was both costprohibitive and logistically impossible in many locations. Therefore; off-site and out-ofkind mitigation was considered and actually is becoming more acceptable and in some cases preferred by regulatory agencies. Shannon & Wilson and BNSF developed an off-site, out-of-kind mitigation strategy that involves financially supporting a new in-lieu fee program that will implement environmental projects in the Yellowstone basin. This strategy, and others similar to it, is cost effective for BNSF, meets the needs of the