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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

      *   Although the attached press release is being
          filed as additional material pursuant to Rule 14a-6 under
          the Securities Exchange Act of 1934, the filer of this additional
          material does not believe that this press release constitutes
          soliciting material.

                    [Union Pacific Corporation Letterhead]

                   UNION PACIFIC ANNOUNCES TENDER OFFER TO
                           ACQUIRE 57% OF SANTA FE

                          -------------------------

                      Seeks to Acquire Santa Fe Pursuant
                        to Negotiated Merger Agreement

                          -------------------------

                     Union Pacific Would Use Voting Trust
                             to Expedite Payment

                           ------------------------

          Bethlehem, PA, November 8, 1994 -- Union Pacific
          Corporation (NYSE UNP) announced today a proposal to
          negotiate an acquisition of Santa Fe Pacific Corporation
          (NYSE: SFX) in a two-step transaction, using a voting
          trust, in which UP would first purchase approximately 57
          percent of SFP's outstanding common shares in a cash
          tender offer for $17.50 per share.  UP would acquire the
          remaining SFP shares in a merger in which SFP
          shareholders wold receive, for each SFP share, a fraction
          of a UP common share having a value of $17.50, based on
          the closing price of UP common stock on November 8, 1994. 
          UP said it will commence its tender offer shortly.

          Under the UP proposal, SFP shareholders would effectively
          receive approximately $10.00 per share in cash and $7.50
          per share in UP stock, assuming that all SFP shares are
          tendered in the offer.  The proposal values SFP at $3.3
          billion.

          UP's proposal provides for the creation of a voting
          trust, independent of UP, to hold the shares of SFP
          acquired in the tender offer and merger.  The voting 
          trust would allow SFP shareholders to receive immediate
          payment for their shares in the tender offer and merger
          following satisfaction of the conditions to such
          transactions, rather than waiting up to several years for
          Interstate Commerce Commission approval as in the
          proposed merger of Burlington Northern Inc. (NYSF BNI)
          with Santa Fe.

          Dick Davidson, President of Union Pacific Corporation and
          Chairman and Chief Executive Officer of Union Pacific
          Railroad Company, in a November 8, 1994 letter to Robert
          D. Krebs, Chairman, President and Chief Executive Officer
          of Santa Fe Pacific Corporation, said, "Our proposed
          acquisition, unlike the Burlington Northern Inc.
          transaction, would not be contingent upon receipt of ICC
          approval for the acquisition. . . .  Our proposed
          structure would enable your shareholders to receive the
          entire proposed purchase price in the tender offer and
          merger following satisfaction of the conditions to those
          transactions without your shareholders bearing any risk
          relating to ICC approval of our combination with Santa
          Fe."  Davidson added.  "By contrast, the proposed BN
          transaction provides for a delay of up to several years
          in payment of any of the purchase price to SFP
          shareholders and requires your shareholders to bear the
          entire ICC risk."

          The value of UP's proposal represents a premium of 17.6
          percent over the closing price of SFP common stock on 
          November 8, 1994.  The proposed price is also superior to
          the value of SFP's existing transaction with BN based on
          today's closing prices.  Davidson said in his letter to
          Krebs, "When your shareholders discount BN's purchase
          price for the delay in payment and the ICC risk of non-
          consummation of the BN transaction, the premium
          represented by our proposal is even greater."

          The Company said it will deliver promptly to SFP a merger
          agreement modeled on the BN merger agreement.  UP stated
          it is prepared, in accordance with the terms of SFP's
          existing merger agreement with BN, to commence immediate
          negotiation of a merger agreement with SFP.  Both the
          cash and stock portions of the consideration to be paid
          in the UP proposal would be taxable to SFP shareholders.

          UP's tender offer will be subject, among other things, to
          termination of SFP's merger agreement with BN in
          accordance with the terms of such agreement, negotiation
          of a mutually satisfactory merger agreement with SFP, the
          shareholders of SFP not having approved the merger
          agreement with BN, at least a majority of the SFP shares
          being validly tendered and not withdrawn prior to
          expiration of the offer, and the issuance of a favorable
          ICC staff opinion regarding the terms of the proposed
          voting trust.  Davidson said, "On this separate ICC
          matter of approval of the voting trust agreement, we are
          confident that a favorable ICC staff opinion will be
          forthcoming."

          The proposed merger would also be subject, among other
          things, to the approval of SFP shareholders.  UP's
          proposal is not subject to a due diligence or financing
          condition or to approval of UP's shareholders.

          In his letter to Krebs, Davidson said, "You have
          repeatedly advised UP that if it make[s] a proposal at a
          fair price and with an adequate provision for a voting
          trust that would substantially eliminate the regulatory
          risk for SFP shareholders, your Board 'would consider
          that proposal in light of its fiduciary duties.'  We
          hereby submit just such a proposal."

          Davidson also advised Krebs that, alternatively, if SFP's
          Board so prefers, UP would be prepared to proceed with
          its previous proposal to negotiate a tax-free merger,
          without the use of a voting trust, in which SFP
          shareholders would receive UP shares having a value of
          $20 per SFP share, based on market prices at the time
          such proposal was made.  "The choice is up to your
          Board," said Davidson.  That alternative proposal would
          value SFP at $3.8 billion, but payment would not occur
          until after ICC approval of a UP/SFP combination, which
          would require two years or more.

          Attached is the full text of a letter from UP to Mr.
          Krebs on the proposal.

                         [UNION PACIFIC CORPORATION]

          November 8, 1994

          Mr. Robert D. Krebs
          Chairman, President and CEO
          Santa Fe Pacific Corporation
          1700 East Golf Road
          Schaumburg, IL  60173

          Dear Rob:

          You have repeatedly advised Union Pacific Corporation
          that if it "make[s] a proposal at a fair price and with
          an adequate provision for a voting trust that would
          substantially eliminate the regulatory risk for SFP
          shareholders," your Board "would consider that proposal
          in light of its fiduciary duties."  We hereby submit just
          such a proposal.  We insist that you and your Board of
          Directors, consistent with your fiduciary obligations and
          in accordance with the terms of your existing merger
          agreement with Burlington Northern Inc., give careful
          consideration to this proposal.  In light of the November
          18 date of your shareholders' meeting to consider the BN
          merger, time is of the essence.

          Using a voting trust, we propose acquiring all shares of
          Santa Fe Pacific Corporation's common stock in a two-step
          transaction.  First, we would purchase approximately 57
          percent of the shares outstanding on a fully diluted
          basis in a cash tender offer for $17.50 per share.  We
          would then acquire the remaining SFP shares in a merger
          in which your shareholders would receive, for each SFP
          share, a fraction of a UP common share having a value of
          $17.50, based on the closing price of UP common stock on
          November 8, 1994.  The stock portion of the consideration
          represents a ratio of .354 of a UP share for each SFP
          share.

          Your shareholders would effectively receive approximately
          $10.00 per share in cash and $7.50 per share in UP stock,
          assuming that all SFP shares are tendered in the offer. 
          Both the proposed cash and stock portions of the
          considerations would be taxable to SFP shareholders.

          The value of our proposed transaction represents a
          premium of 17.6 percent over the closing price of SFP
          common stock on November 8, 1994.  Based on today's
          closing prices, the price would also be superior to the
          value of the BN transaction that has been endorsed by
          your financial advisors as fair to your shareholders.  As
          discussed below, our price represents a premium to that
          of the BN transaction, even without factoring in the
          uncertainty of Interstate Commerce Commission ("ICC")
          approval of the BN transaction and the delay in payment
          of the purchase price under that proposal.

          Our proposed acquisition, unlike the BN transaction,
          would not be contingent upon receipt of ICC approval for
          the acquisition.  At the time we consummated the tender
          offer and the merger, we would place the shares of SFP
          common stock purchased by us into a voting trust that
          would be independent of UP.

          Our proposed structure would enable your shareholders to
          receive immediate payment of the entire purchase price in
          the tender offer and merger following satisfaction of the
          conditions to those transactions, without your
          shareholders bearing any risk relating to ICC approvals
          of our combination with SFP.  By contrast, the proposed
          Burlington Northern transaction provides for a delay of
          up to several years in payment of any of the purchase
          price to SFP shareholders and requires your shareholders
          to bear the entire ICC risk.

          When you shareholders discount BN's purchase price for
          the delay in payment and the ICC risk of non-consummation
          of the BN transaction, the premium represented by our
          proposal is even greater.

          We will be commencing our tender offer shortly.  We also
          will be delivering to you promptly a proposed merger
          agreement modeled on your agreement with BN.  UP is
          prepared, in accordance with the terms of your existing
          merger agreement with BN, to commence immediate
          negotiation of our proposed merger agreement.

          Our tender offer will be subject, among other things, to
          termination of your merger agreement with BN in
          accordance with the terms of such agreement, negotiation
          of a mutually satisfactory merger agreement with SFP, the
          shareholders of SFP not having approved the merger
          agreement with BN, at least a majority of the SFP shares
          being validly tendered and not withdrawn prior to
          expiration of the offer, and the issuance of a favorable
          ICC staff opinion regarding the terms of our proposed
          voting trust.  On this separate ICC matter of approval of
          the voting trust agreement, we are confident that a
          favorable ICC staff opinion will be forthcoming.

          The proposed merger would also be subject, among other
          things, to the approval of SFP shareholders.  Our
          proposal is not subject to due diligence or financing
          condition or to approval of UP's shareholders.

          Our willingness to pay your shareholders prior to ICC
          review and approval of the acquisition reflects our
          belief that we will be able to obtain ICC approval and
          our willingness to negotiate acceptable conditions
          necessary for such approval.  We remain ready to discuss
          with you your concerns relating to ICC approval of the
          combination of our two companies.

          Please be advised that if your Board would prefer to
          discuss our previous proposal to negotiate a tax-fee
          merger, without the use of a voting trust, in which SFP
          shareholders would receive UP shares having a value of
          $20 per SFP share based on market prices at the time of
          such proposal, we remain willing to proceed on that
          basis.  The choice is up to your Board.

          Sincerely,

          Dick Davidson
            President,
               Union Pacific Corporation
            Chairman and CEO,
               Union Pacific Railroad Company

          cc:  Board of Directors
               Santa Fe Pacific Corporation

          Because of fluctuations in the market value of Union
          Pacific common stock and Burlington Northern Inc. common
          stock, there can be no assurances as to the actual value
          that Santa Fe shareholders would receive pursuant to the
          second-step merger contemplated by the new Union Pacific
          proposal or pursuant to the Santa Fe/Burlington Northern
          Inc. merger.

          This announcement is neither an offer to sell nor a
          solicitation of offers to buy any securities which may be
          issued in any merger or similar business combination
          involving Union Pacific and Santa Fe.  The issuance of
          such securities would have to be registered under the
          Securities Act of 1933 and such securities would be
          offered only by means of a prospectus complying with the
          requirements of such Act.