SCHEDULE 14A INFORMATION

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                    Exchange Act of 1934

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                   Santa Fe Pacific Corporation    
        Name of Registrant as Specified In Its Charter

                   Union Pacific Corporation   
        (Names of Person(s) Filing Proxy Statement)

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      (1)  Amount Previously Paid:  $125 on October 13, 1994
      (2)  Form, Schedule or Registration Statement No.: Schedule 14A
      (3)  Filing Party: Same as above
      (4)  Date Filed: October 13, 1994

          [Union Pacific Corporation Letterhead]

          EXPERTS SAY UNION PACIFIC'S PROPOSED MERGER WITH SANTA FE
          WARRANTS FAVORABLE ICC CONSIDERATION

          Bethlehem, PA, October 26 -- Union Pacific Corporation
          (NYSE: UNP) today said it has sent to Santa Fe Pacific
          Corporation's (NYSE: SFX) management and directors the
          conclusions and individual reports of a panel of experts
          regarding UP's proposed combination with Santa Fe.  The
          five-member panel of experts on Interstate Commerce
          Commission and transportation matters reviewed a paper
          that UP previously prepared and delivered to Santa Fe's
          management and directors detailing the factual case that
          UP would expect to make to the ICC in the event a
          combination is agreed to with Santa Fe.

               Based on their review of the UP paper, including the
          benefits and competition-preserving conditions described,
          discussions among members of the panel and their own
          analysis and experience in this area, the panelists
          reached the following conclusions:

                    The three ICC experts on the panel said:

                    *    Union Pacific has outlined a strong case
          for ICC approval of a combination with Santa
          Fe that warrants favorable consideration by the ICC.

                    *   A Union Pacific/Santa Fe combination should
          have good prospects of obtaining ICC approval.

                    The federal transportation policy expert wrote:

                    *   The Department of Transportation is
          unlikely to oppose, and may well support, a Union 
          Pacific/Santa Fe combination.  The benefits that 
          would result are "precisely" the type of objectives
          that Transportation Secretary Federico Pena seems 
          interested in furthering as a part of the National 
          Transportation System.

                    The expert on logistics and shipper needs said:

                    *  A Union Pacific/Santa Fe combination would
                       provide major benefits for the shipping
                       public as well as U.S. industry in general. 
                       A combined Union Pacific/Santa Fe will
                       become more cost and service competitive to
                       the benefit of rail industry customers.

                    The experts further noted that ICC approval is
          a long and complex process that can take two years or
          longer.  The experts advised that one cannot predict with
          certainty the outcome of ICC review of either a UP or
          Burlington Northern combination with Santa Fe.

                    Richard K. Davidson, Union Pacific Railroad
          Company chairman and chief executive officer said, "We
          asked five respected experts to address the regulatory
          issues raised by Santa Fe concerning our proposal.  We
          believe these experts have addressed Santa Fe's
          concerns."

                    Davidson continued, "Although there are
          significant ICC issues and we cannot predict the ultimate
          outcome of the review process, we believe the experts'
          conclusions should dispel Santa Fe's stated concerns
          about the legitimacy of our proposal.  We hope that after
          Santa Fe's management reviews these reports they will
          agree to discuss our proposal to negotiate an alternative
          transaction in the same very serious manner in which we
          have presented it."

                    No member of the panel has ever represented
          Union Pacific before the ICC or on any other matter,
          except that Dr. C. John Langley, Jr., a
          logistics/transportation expert, has in the past done
          limited consulting for UP.

                    A copy of the panel's conclusions follows this
          release.  For copies of the experts' opinions and the
          Union Pacific paper, please call either Gary Schuster at
          Union Pacific, 610-861-3382, or Richard Rice at Hill and
          Knowlton, 212-697-5600.

             STATEMENT OF PANEL OF ICC AND TRANSPORTATION EXPERTS

                    The undersigned were retained by Union Pacific
          Corporation to review Interstate Commerce Commission and
          transportation issues relating to a possible combination
          of Union Pacific and Santa Fe Pacific Corporation.

                    We have reviewed a memorandum, dated October
          17, 1994, prepared by Mr. John H. Rebensdorf of Union
          Pacific Railroad Company.  Such memorandum summarizes the
          key elements of the factual case that Union Pacific would
          expect to make to the ICC for approval of a combination
          with Santa Fe.

                    The memorandum describes the substantial rail
          service improvements and other benefits that Union
          Pacific believes would result from a Union Pacific/Santa
          Fe combination.  The benefits include those in three
          major areas:  new single-line service, other significant
          service benefits, and cost savings and efficiencies.  The
          memorandum also discusses the possible conditions, such
          as the right of other railroads to provide competitive
          services over the consolidated system's lines and the
          sale or lease of lines to other railroads, that Union
          Pacific would be prepared to grant to other railroads in
          order to address competitive issues relating to a
          combination with Santa Fe.

                    Based on our review of this report, including
          the benefits and competition-preserving conditions
          described therein, discussions among members of the panel
          and our own analysis and experience in this area, we
          conclude the following:

                    Messrs. DePodesta, Kharasch and Sterrett, ICC
          experts:

                    *  Union Pacific has outlined a strong case for
                       ICC approval of a combination with Santa Fe
                       that warrants favorable consideration by the
                       ICC.

                    *  A Union Pacific/Santa Fe combination should
                       have good prospects of obtaining ICC
                       approval.

                    Mr. McCormick, transportation expert:

                    *  The Department of Transportation is unlikely
                       to oppose, and may well support, a Union
                       Pacific/Santa Fe combination.

                    Dr. Langley, logistics/transportation expert:

                    *  A Union Pacific/Santa Fe combination would
                       provide major benefits for the shipping
                       public as well as U.S. industry in general. 
                       A combined Union Pacific/Santa Fe will
                       become more cost and service competitive in
                       their markets to the benefit of rail
                       industry customers.  These significant
                       public benefits would be difficult to
                       achieve otherwise.

                    We note that ICC approval is a long and complex
          process which can take two years or longer.  At this
          stage, one cannot predict with certainty the outcome of
          ICC review of either a Union Pacific or a Burlington
          Northern combination with Santa Fe.

                        UNION PACIFIC PANEL OF EXPERTS

                    JOHN F. DEPODESTA,
                              attorney who has represented numerous
                              rail carriers and public bodies in
                              proceedings before the ICC; former
                              General Counsel of Consolidated Rail
                              Corporation

                    ROBERT N. KHARASCH,
                              Washington, D.C. attorney for more
                              than 40 years who specialized in
                              transportation law; coordinating
                              counsel for railroad opponents to the
                              unsuccessful Santa Fe-Southern
                              Pacific merger

                    MALCOLM M.B. STERRETT,
                              attorney with extensive rail
                              transportation experience and former
                              ICC Commissioner

                    WALTER B. MCCORMICK, JR.,
                              Partner, Bryan Cave, Washington, D.C.
                              (attorneys), and former General
                              Counsel of the U.S. Department of
                              Transportation

                    C. JOHN LANGLEY JR.,  PH.D.,
                              John H. "Red" Dove Distinguished
                              Professor of Logistics and
                              Transportation, University of
                              Tennessee

          The participants in this solicitation include Union
          Pacific Corporation ("Union Pacific") and the following
          directors and executive officers of Union Pacific:
          Robert P. Bauman (Director), Charles E. Billingsley (Vice
          President, Controller), Richard B. Cheney (Director), E.
          Virgil Conway (Director), Richard K. Davidson (Director,
          President), John E. Dowling (Vice President - Corporate
          Development), Spencer F. Eccles (Director), Ursula F.
          Fairbairn (Senior Vice President - Human Resources),
          Elbridge T. Gerry, Jr. (Director), William H. Gray, III
          (Director), John B. Gremillion, Jr. (Vice President -
          Taxes), Judith Richards Hope (Director), Lawrence M.
          Jones (Director), Drew Lewis (Director, Chairman and
          Chief Executive Officer), Richard J. Mahoney (Director),
          Claudine B. Malone (Director), L. White Matthews, III
          (Director, Executive Vice President - Finance), Mary E.
          McAuliffe (Vice President - External Relations), Jack L.
          Messman (Director), John R. Meyer (Director), Thomas A.
          Reynolds, Jr. (Director), James D. Robinson, III
          (Director), Robert W. Roth (Director), Gary F. Schuster
          (Vice President - Corporate Relations), Richard D.
          Simmons (Director), Gary M. Stuart (Vice President and
          Treasurer), Judy L. Swantak (Vice President and Corporate
          Secretary), Carl W. von Bernuth (Senior Vice President
          and General Counsel).  Union Pacific is the beneficial
          holder of 200 shares of the common stock of Santa Fe
          Pacific Corporation ("Santa Fe") purchased on October 6,
          1994.  100 of such shares were purchased for $14 per
          share in an open market transaction entered into on the
          over-the-counter market and 100 of such shares were
          purchased for $13-1/2 per share in an open market
          transaction executed on the NYSE.  No directors or
          executive officers of Union Pacific own any shares of
          Santa Fe common stock.
          Certain employees of Union Pacific may be participants:
          Mary S. Jones (Assistant Treasurer of Union Pacific),
          Gary W. Grosz (Manager - Investor Relations of Union
          Pacific), John J. Koraleski (Executive Vice President,
          Finance and Information Technologies of Union Pacific
          Railroad Company), James A. Shattuck (Executive Vice
          President, Marketing and Sales of Union Pacific Railroad
          Company), Arthur L. Shoener (Executive Vice President,
          Operations of Union Pacific Railroad Company), James V.
          Dolan (Vice President, Law of Union Pacific Railroad
          Company), Michael F. Kelly (Vice President, Marketing -
          Services of Union Pacific Railroad Company), John H.
          Rebensdorf (Vice President, Strategic Planning of Union
          Pacific Railroad Company).  The aforementioned employees
          of Union Pacific own in the aggregate less than 1% of the
          outstanding shares of Santa Fe common stock.
          Certain other representatives of Union Pacific who may be
          participants:
          Richard H. Bott (Managing Director at CSFirst Boston
          Corporation), David A. DeNunzio (Managing Director at
          CSFirst Boston Corporation), Gerald M. Lodge (Managing
          Director at CSFirst Boston Corporation), Stephen C. Month
          (Director at CSFirst Boston Corporation), Scott R. White
          (Associate at CSFirst Boston Corporation), Samuel H.
          Schwartz (Associate at CSFirst Boston Corporation),
          Caroline P. Sykes (Analyst at CSFirst Boston
          Corporation).  None of the aforementioned employees of
          CSFirst Boston Corporation own any shares of Santa Fe
          common stock.  In the normal course of its business,
          CSFirst Boston may trade the debt and equity securities
          of Santa Fe for its own account and the accounts of its
          customers and, accordingly, may at any time hold a long
          or short position in such securities.  As of October 26,
          1994, CSFirst Boston Corporation held a net short
          position of less than 1% of the outstanding shares of
          Santa Fe common stock.