The southern terminus of I-35W is at Burnsville, where I-35 splits into I-35E and I-35W. While I-35E takes a northeasterly path into Saint Paul, I-35W heads north into Minneapolis. I-35W maintains a northbound direction in Burnsville with two lanes and adds a third lane at Burnsville Parkway. It then crosses the Minnesota River into Bloomington. At the Bloomington–Richfield city boundary, I-35W has a cloverleaf interchange with I-494. I-35W continues northbound into Richfield, where it turns east and joins with Minnesota State Highway 62 (MN 62) for about in what is locally known as the "Crosstown Commons". I-35W and MN 62 split as two lanes of I-35W turn northbound toward downtown Minneapolis, where it adds back a third lane and then later a fourth and a fifth lane at the 46th Street on ramp.