[Words by Johnny Mercer]
[Music by Harry Warren]

Do you hear that whistle down the line
I figure that it's engine number forty-nine
She's the only one that'll sound that way
On the Atchison, Topeka and the Santa Fe

See the old smoke risin' 'round the bend
I reckon that she knows she's gonna meet a friend
Folks around these parts get the time of day
From the Atchison, Topeka and the Santa Fe

Here she comes
Woo-oo-woo-oo-woo-oo-woo-oo-woo-woo
Hey Jim, you better get out the rig
Woo-oo-woo-oo-woo-oo-woo-oo-woo-woo
She's got a list of passengers that's pretty big

And they'll all want lifts to Brown's Hotel
'Cause lots of them been travellin' for quite a spell
All the way from Philadelphia
On the Atchison, Topeka and the Santa Fe