SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                SCHEDULE 13D
                  under the Securities Exchange Act of 1934
                             (Amendment No. 11)

                      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. 11 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.

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

               On January 17, 1996, the Company held its scheduled
          special meeting of stockholders at which the Company's
          stockholders approved and adopted the Merger Agreement.

                                  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:  January 18, 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: January 18, 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:  January 18, 1996 UNION PACIFIC RAILROAD COMPANY

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