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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D.C. 20543, of any typographical or other formal errors, in order that
corrections may be made before the preliminary print goes to press.
SUPREME COURT OF THE UNITED STATES
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No. 91-779
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BURLINGTON NORTHERN RAILROAD COMPANY,
PETITIONER v. WILLIAM D. FORD and
THOMAS L. JOHNSON
on writ of certiorari to the supreme court of
montana
[June 12, 1992]

  Justice Souter delivered the opinion of the Court.
  Montana's venue rules permit a plaintiff to sue a corpora-
tion incorporated in that State only in the county of its
principal place of business, but permit suit in any county
against a corporation incorporated elsewhere.  This case
presents the question whether the distinction in treatment
offends the Equal Protection Clause of the Fourteenth
Amendment, U. S. Const. Amdt. 14, 1.  We hold that it
does not.
  Respondents William D. Ford and Thomas L. Johnson
were employed by petitioner Burlington Northern Railroad
Company, a corporation owing its existence to the laws of
Delaware and having a principal place of business in Fort
Worth, Texas.  Ford and Johnson raised a claim under the
Federal Employers' Liability Act (FELA), 35 Stat. 65, as
amended, 45 U. S. C. 51-60, and brought suit in the
state trial court for Yellowstone County, Montana, alleging
injuries sustained while working at Burlington's premises
in Sheridan, Wyoming.  In each case, Burlington moved to
change venue to Hill County, Montana, where it claimed to
have its principal place of business in that State.  The trial
court denied each motion, and Burlington brought interlocu-
tory appeals.
  The Supreme Court of Montana consolidated the two
cases and affirmed the decisions of the trial court.  ___
Mont. ____, 819 P. 2d 169 (1991).  Under the Montana
venue rules, the court said, a foreign corporation may be
sued in any of Montana's counties.  Id., at ____, 819 P.2d,
at 171.  The court rejected Burlington's argument that the
State's venue rules worked a discrimination violating the
Fourteenth Amendment's Equal Protection Clause.  The
Montana venue rules, the court explained, were subject
merely to rational-basis review, id., at ____, 819 P.2d, at
173, which was satisfied, at least in these cases, by the
consonance of the rules with federal policy, embodied in
FELA, of facilitating recovery by injured railroad workers,
id., at ____, 819 P.2d, at 173-174.  Besides, the court said,
Montana's venue rules did not even discriminate against
Burlington, since Ford and Johnson could have sued the
corporation in the Federal District Court for Montana,
which sits in Yellowstone County, among other places.  Id.,
at ____, 819 P.2d, at 175.  We granted certiorari, 502 U. S.
___ (1992), and, although our reasoning differs from that of
the State Supreme Court, now affirm.
  A Montana statute provides that -the proper place of trial
for all civil actions is the county in which the defendants or
any of them may reside at the commencement of the
action.-  Mont. Code Ann. 25-2-118(1) (1991).  But, -if
none of the defendants reside in the state, the proper place
of trial is any county the plaintiff designates in the com-
plaint.-  25-2-118(2).  The Supreme Court of Montana
has long held that a corporation does not -reside in the
state- for venue purposes unless Montana is its State of
incorporation, see, e.g., Haug v. Burlington Northern R.
Co., 236 Mont. 368, 371, 770 P. 2d 517, 519 (1989); Foley v.
General Motors Corp., 159 Mont. 469, 472-473, 499 P. 2d
774, 776 (1972); Hanlon v. Great Northern R. Co., 83 Mont.
15, 21, 268 P. 547, 549 (1928); Pue v. Northern Pacific R.
Co., 78 Mont. 40, 43, 252 P. 313, 315 (1926), and that a
Montana corporation resides in the Montana county in
which it has its principal place of business, see, e.g.,
Mapston v. Joint School District No. 8, 227 Mont. 521, 523,
740 P. 2d 676, 677 (1987); Platt v. Sears, Roebuck & Co.,
222 Mont. 184, 187, 721 P. 2d 336, 338 (1986).  In combina-
tion, these venue rules, with exceptions not here relevant,
permit a plaintiff to sue a domestic company in just the one
county where it has its principal place of business, while a
plaintiff may sue a foreign corporation in any of the State's
56 counties.  Burlington claims the distinction offends the
Equal Protection Clause.
  The Fourteenth Amendment forbids a State to -deny to
any person within its jurisdiction the equal protection of the
laws.-  U. S. Const., Amdt. 14, 1.  Because the Montana
venue rules neither deprive Burlington of a fundamental
right nor classify along suspect lines like race or religion,
they do not deny equal protection to Burlington unless they
fail in rationally furthering legitimate state ends.  See, e.g.,
United States v. Sperry Corp., 493 U. S. 52, 64 (1989);
Dallas v. Stanglin, 490 U. S. 19, 25 (1989).
  Venue rules generally reflect equity or expediency in
resolving disparate interests of parties to a lawsuit in the
place of trial.  See, e.g., Citizens & Southern National Bank
v. Bougas, 434 U. S. 35, 44, n. 10 (1977); Denver & R. G. W.
R. Co. v. Trainmen, 387 U. S. 556, 560 (1967); Van Dusen
v. Barrack, 376 U. S. 612, 623 (1964); F. James & G.
Hazard, Civil Procedure 47 (3d ed. 1985).  The forum
preferable to one party may be undesirable to another, and
the adjustment of such warring interests is a valid state
concern.  Cf. United States Railroad Retirement Bd. v. Fritz,
449 U. S. 166, 178 (1980).  In striking the balance between
them, a State may have a number of choices, any of which
would survive scrutiny, each of them passable under the
standard tolerating some play in the joints of governmental
machinery.  See Bain Peanut Co. of Texas v. Pinson, 282
U. S. 499, 501 (1931).  Thus, we have no doubt that a State
would act within its constitutional prerogatives if it were to
give so much weight to the interests of plaintiffs as to allow
them to sue in the counties of their choice under all circum-
stances.  It is equally clear that a State might temper such
an -any county- rule to the extent a reasonable assessment
of defendants' interests so justified.
  Here, Montana has decided that the any-county rule
should give way to a single-county rule where a defendant
resides in Montana, arguably on the reasonable ground that
a defendant should not be subjected to a plaintiff's tactical
advantage of forcing a trial far from the defendant's
residence.  At the same time, Montana has weighed the
interest of a defendant who does not reside in Montana
differently, arguably on the equally reasonable ground that
for most nonresident defendants the inconvenience will be
great whether they have to defend in, say, Billings or
Havre.  See Power Manufacturing Co. v. Saunders, 274
U. S. 490, 498 (1927) (Holmes, J., dissenting).  Montana
could thus have decided that a nonresident defendant's
interest in convenience is too slight to outweigh the
plaintiff's interest in suing in the forum of his choice.
  Burlington does not, indeed, seriously contend that such
a decision is constitutionally flawed as applied to individual
nonresident defendants.  Nor does it argue that such a rule
is unconstitutional even when applied to corporate defen-
dants without a fixed place of business in Montana.
Burlington does claim, however, that the rule is unconstitu-
tional as applied to a corporate defendant like Burlington
that not only has its home office in some other State or
country, but also has a place of business in Montana that
would qualify as its -principal place of business- if it were
a Montana corporation.
  Burlington's claim fails.  Montana could reasonably have
determined that a corporate defendant's home office is
generally of greater significance to the corporation's
convenience in litigation than its other offices; that foreign
corporations are unlikely to have their principal offices in
Montana; and that Montana's domestic corporations will
probably keep headquarters within the State.  We cannot
say, at least not on this record, that any of these assump-
tions is irrational.  Cf. G. D. Searle & Co. v. Cohn, 455
U. S. 404, 410 (1982); Metropolitan Casualty Ins. Co. v.
Brownell, 294 U. S. 580, 585 (1935).  And upon them
Montana may have premised the policy judgment, which we
find constitutionally unimpeachable, that only the conve-
nience to a corporate defendant of litigating in the county
containing its home office is sufficiently significant to
outweigh a plaintiff's interest in suing in the county of his
choice.
  Of course Montana's venue rules would have implement-
ed that policy judgment with greater precision if they had
turned on the location of a corporate defendant's principal
place of business, not on its State of incorporation.  But this
is hardly enough to make the rules fail rational-basis
review, for -rational distinctions may be made with sub-
stantially less than mathematical exactitude.-  New Orleans
v. Dukes, 427 U. S. 297, 303 (1976); see Hughes v. Alexan-
dria Scrap Corp., 426 U. S. 794, 814 (1976); Lindsley v.
Natural Carbonic Gas Co., 220 U. S. 61, 78 (1911).  Mon-
tana may reasonably have thought that the location of a
corporate defendant's principal place of business would not
be as readily verifiable as its State of incorporation, that a
rule hinging on the former would invite wasteful side shows
of venue litigation, and that obviating the side shows would
be worth the loss in precision.  These possibilities, of course,
put Burlington a far cry away from the point of discharging
its burden of showing that the under- and overinclusiveness
of Montana's venue rules is so great that the rules can no
longer be said rationally to implement Montana's policy
judgment.  See, e.g., Brownell, supra, at 584.  Besides,
Burlington, having headquarters elsewhere, would not
benefit even from a scheme based on domicile, and is
therefore in no position to complain of Montana's using
State of incorporation as a surrogate for domicile.  See
Roberts & Schaefer Co. v. Emmerson, 271 U. S. 50, 53-55
(1926); cf. United States v. Raines, 362 U. S. 17, 21 (1960).
  Burlington is left with the argument that Power Manu-
facturing Co. v. Saunders, supra, controls this case.  But it
does not.  In Saunders, we considered Arkansas' venue
rules, which restricted suit against a domestic corporation
to those counties where it maintained a place of business,
274  U. S., at 491-492, but exposed foreign corporations to
suit in any county, id., at 492.  We held that the distinction
lacked a rational basis and therefore deprived foreign
corporate defendants of the equal protection of the laws.
Id., at 494.  The statutory provision challenged in Saunders,
however, applied only to foreign corporations authorized to
do business in Arkansas, ibid., so that most of the corpora-
tions subject to its any-county rule probably had a place of
business in Arkansas.  In contrast, most of the corporations
subject to Montana's any-county rule probably do not have
their principal place of business in Montana.  Thus,
Arkansas' special rule for foreign corporations was tailored
with significantly less precision than Montana's, and, on the
assumption that Saunders is still good law, see American
Motorists Ins. Co. v. Starnes, 425 U. S. 637, 645, n. 6
(1976), its holding does not invalidate Montana's venue
rules.
  In sum, Montana's venue rules can be understood as
rationally furthering a legitimate state interest.  The
judgment of the Supreme Court of Montana is accordingly

                                              Affirmed.