SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                SCHEDULE 13D
                  under the Securities Exchange Act of 1934
                             (Amendment No. 13)

                      Southern Pacific Rail Corporation
                              (Name of Issuer)

                    Common Stock, Par Value $.001 Per Share     
                       (Title of class of securities)

                                 843584 10 3                  
                                (CUSIP number)

                          Richard J. Ressler, Esq.
                          Assistant General Counsel
                          Union Pacific Corporation
                   Martin Tower, Eighth and Eaton Avenues
                       Bethlehem, Pennsylvania  18018
                               (610) 861-3200                     
          (Name, address and telephone number of person authorized
                   to receive notices and communications)

                               with a copy to:

                            Paul T. Schnell, Esq.
                    Skadden, Arps, Slate, Meagher & Flom
                              919 Third Avenue
                          New York, New York  10022
                          Telephone: (212)735-3000

               This Amendment No. 13 amends and supplements the
          Schedule 13D relating to the beneficial ownership by UP
          Acquisition Corporation ("Purchaser"), a Delaware
          corporation and a wholly owned subsidiary of Union
          Pacific Railroad Company, a Utah corporation ("UPRR")
          and an indirect wholly owned subsidiary of Union Pacific
          Corporation, a Utah corporation ("Parent"), UPRR and
          Parent of shares of Common Stock, par value $.001 per
          share (the "Shares"), of Southern Pacific Rail
          Corporation, a Delaware corporation (the "Company").

               Unless otherwise indicated herein, each capitalized
          term used and not defined herein shall have the meaning
          assigned to such term in the Tender Offer Statement on
          Schedule 14D-1 filed with the Securities and Exchange
          Commission by Purchaser, UPRR and Parent or in the Offer
          to Purchase referred to therein.

          ITEM 4.   PURPOSE OF TRANSACTION.

          ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR
                    RELATIONSHIPS WITH RESPECT TO SECURITIES OF
                    THE ISSUER.

          ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

               The information set forth in Items 4, 6 and 7 of
          the Schedule 13D is hereby amended and supplemented by
          the following information:

               On April 29, 1996, Parent issued a press release
          relating to a filing made in connection with the
          regulatory approval of the Merger, which press release
          is attached hereto as Exhibit (g)(7) and is incorporated
          herein by reference.

                                  SIGNATURE

               After reasonable inquiry and to the best of its
          knowledge and belief, the undersigned certifies that the
          information set forth in this statement is true,
          complete and correct.

          Dated:  April 30, 1996       UNION PACIFIC CORPORATION
  
                                       By: /s/ Carl W. von Bernuth      
                                       Name: Carl W. von Bernuth 
                                       Title: Senior Vice President  
                                              and General Counsel

                                   SIGNATURE

               After reasonable inquiry and to the best of its
          knowledge and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  April 30, 1996       UP ACQUISITION CORPORATION

                                       By: /s/ Carl W. von Bernuth      
                                       Name: Carl W. von Bernuth
                                       Title: Vice President and     
                                                Assistant Secretary

                                   SIGNATURE

               After reasonable inquiry and to the best of its
          knowledge and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  April 30, 1996       UNION PACIFIC RAILROAD COMPANY

                                       By: /s/ Carl W. von Bernuth      
                                       Name:  Carl W. von Bernuth
                                       Title: Senior Vice President  
                                              and General Counsel

                                 EXHIBIT INDEX

          (g)(7)    Text of press release issued by Parent on April 29, 1996.

          [UP LOGO] UNION PACIFIC
                    CORPORATION                   NEWS RELEASE
                                                  Contact: 610-861-3382
                                                  Gary F. Schuster
                                                  Vice President-
                                                  Corporate Relations
                                                  Martin Tower
                                                  Eighth & Eaton Avenues
                                                  Bethlehem, PA 18018
                                             FOR IMMEDIATE RELEASE

          BETHLEHEM, PA, APRIL 29 -- In a comprehensive filing with
          the U.S. Surface Transportation Board (STB), Union Pacific
          Corporation and Southern Pacific Rail Corporation (SP)
          rebutted concerns raised by the Department of Justice,
          some shippers and certain railroads about UP's proposed
          merger with SP.  In the filing, UP/SP show that the merger
          is overwhelmingly in the public interest and pro-
          competitive, with remarkable benefits to customers, and
          with unprecedented backing from shippers, government
          officials, labor unions and railroads.

                    "Not a single UP/SP customer will lose a choice
          of railroads," the filing states.  "Every customer will
          benefit from radical improvements in route mileages,
          single-line service, equipment supply, service
          reliability, operating efficiency and cost."  To ensure
          the pro-competitive character of the proposed UP/SP
          system, Union Pacific recently enhanced its original
          trackage rights agreement with BN/Santa Fe, resulting in a
          decision by the Chemical Manufacturers Association to
          withdraw its opposition to the merger.

                    "Our agreement with BN/Santa Fe, as recently
          revised, extends BN/Santa Fe's Houston-Memphis trackage
          rights to St. Louis, allows BN/Santa Fe to run its trains
          with the flow of our directional traffic in that critical
          corridor, and sets up a fund dedicating trackage rights
          fees to maintain the trackage rights lines," said Dick
          Davidson, Union Pacific president and chief operating
          offer.

                    The UP/SP filing also rebuts a Department of
          Justice charge that the merger would raise costs to
          shippers and not achieve stated public benefits.  "These
          assumptions fly in the face of common sense," Davidson
          said.  "If we raise our rates to shippers, we leave
          ourselves wide open to having the business taken away from
          us by BN/Santa Fe, which will have competitive trackage
          rights on more than 3,900 miles of the merged system.

                    "As to the public benefits, we intend to invest
          more than $1.3 billion in new track, facilities and
          equipment, with the largest expenditures in such critical
          states as Texas and California," Davidson stated.  "By re-
          routing traffic over the best routes offered by the
          merger, we will provide the fastest and most direct
          service in the Western railroad business.  This merger
          will have major public benefits, just as our prior mergers
          have."

                    The UP/SP evidence also rebuts another charge
          leveled by the Department of Justice -- that Southern
          Pacific is financially viable and fully capable of raising
          capital on its own.  The filing states: "SP has lost the
          competitive race.   SP simply cannot maintain its role as
          a major Western competitor in the face of the BN/Santa Fe
          merger, and it will be forced to retrench if this merger
          is not approved."  SP has indicated it is losing half a
          million dollars a day in cash flow and has had a negative
          cash flow in 15 of the last 17 years.  The filing details
          the steps SP will have to take to cut back its business
          and reduce service for shippers if the merger is not
          approved.

                    According to the UP/SP rebuttal filing,
          divesture proposals by Conrail, Kansas City Southern and
          Montana Rail Link (MRL) would devastate planned service
          improvements, particularly between the Midwest and Texas. 
          Shippers on the divested lines would receive inferior
          service, lose single-line routes, and face increased
          delays and costs.  The proposed divestures would lead to a
          balkanization of rail service for thousands of rail
          customers, and the complete loss of service by many.  The
          UP/SP rebuttal shows that the Conrail divestiture proposal
          would destroy single-line service for more than 350,000
          cars of traffic per year, and cost UP/SP $924 million in
          annual revenues, largely from shippers who will not lose
          any competitive alternative as a result of the merger. 
          MRL's proposal would destroy single-line service for
          224,000 annual carloads and cost UP/SP $631 million in
          annual revenues.

                    "The proposed UP/SP merger has drawn more
          support than any other merger in history, and it continues
          to mount," said Davidson.  "More than 1,300 customers; the
          governors, attorneys general and transportation agencies
          of 20 affected states; the principal West Coast and Gulf
          Coast ports; and more than 650 state legislators and local
          officials and agencies have thrown their support behind
          it."

                    Rail labor, which has opposed every merger since
          the Staggers Act of 1980, supports the UP/SP merger. 
          Seven unions representing the majority of UP/SP union
          employees endorse it, recognizing as the UP/SP rebuttal
          indicates, that "the best prospect for secure, well-paid
          jobs lies in having a financially sound UP/SP system that
          can match BN/Santa Fe competitively."  In addition,
          numerous railroads, including CSX, Canadian National, Utah
          Railway, Gateway Western, Wisconsin Central and 50
          shortlines, have endorsed the merger, often citing
          benefits to their own operations and customers.

                    The filing declares that the merger will create
          a system that far transcends what either UP or SP can do
          today, and places them in a position to compete head-to-
          head with BN/Santa Fe.  These wholly new railroad systems
          will have far lower cost and radically more efficient
          operating capabilities, and will be able to offer many
          services that neither UP, nor SP, nor BN/Santa Fe can
          offer now.  They will bring rail competition in the West
          to an entirely new level, with tremendous benefits for our
          national economy and world trade.

                                  -042996st-

          The narrative for the UP/SP rebuttal is available via the
          Internet on the Union Pacific Railroad homepage.
          http://www.uprr.com/  This is entitled: UP/SP Rebuttal
          found under the "News" section.