SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                               SCHEDULE 14D-1
                              AMENDMENT NO. 16
    TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

                      SANTA FE PACIFIC CORPORATION
                       (NAME OF SUBJECT COMPANY)

                       UNION PACIFIC CORPORATION
                       UP ACQUISITION CORPORATION
                              (BIDDERS)

                COMMON STOCK, PAR VALUE $1.00 PER SHARE
       (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)

                    (TITLE OF CLASS OF SECURITIES)

                            802183 1 03
                (CUSIP NUMBER OF CLASS OF SECURITIES)

                       RICHARD J. RESSLER
                  ASSISTANT GENERAL COUNSEL
                  UNION PACIFIC CORPORATION
                  EIGHTH AND EATON AVENUES
               BETHLEHEM, PENNSYLVANIA  18018
                        (610) 861-3200
     (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
      RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)

   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
                                                                         
               Union Pacific Corporation, a Utah corporation
     ("Parent"), and UP Acquisition Corporation, a wholly owned
     subsidiary of Parent (the "Purchaser"), hereby amend and
     supplement their Statement on Schedule 14D-1 ("Schedule 14D-1"),
     filed with the Securities and Exchange Commission (the
     "Commission") on November 9, 1994, as amended and supplemented,
     with respect to the Purchaser's offer to purchase all of the
     outstanding shares of Common Stock, par value $1.00 per share
     (the "Shares"), of Santa Fe Pacific Corporation, a Delaware
     corporation (the "Company").

               Unless otherwise indicated herein, each capitalized
     term used but not defined herein shall have the meaning assigned
     to such term in Schedule 14D-1 or in the Offer to Purchase or in
     the Supplement referred to therein.

     ITEM 4.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.

               The information set forth in Item 4 to Schedule 14D-1
     is hereby amended and supplemented by the following information:

               Amendment No. 15 incorrectly stated that the Lenders
     under the supplemental commitment letter have increased the size
     of the revolving credit facility from $2 billion to $2.7 billion. 
     As previously announced, the supplemental commitment letter
     increased the size of the revolving credit facility from $2
     billion to $3.7 billion.

     ITEM 10.  ADDITIONAL INFORMATION.

               The information set forth in Item 10 of Schedule 14D-1
     is hereby amended and supplemented by the following information:

               (e)  On January 26, 1995, Parent filed a motion for a
     preliminary injunction in the Chancery Court in the State of
     Delaware seeking, among other things, an order enjoining the
     Company from taking any action with respect to the Rights
     Agreement and compelling the Company to make the Rights Agreement
     inapplicable to Parent's Offer and Proposed Merger.  Also on
     January 26, 1995, Parent issued a press release announcing that
     it is seeking such  preliminary injunction.  Copies of the motion
     and press release are attached hereto as Exhibit (g)(14) and
     Exhibit (g)(15), respectively, and incorporated herein by
     reference.

               On January 27, 1995, Parent issued a press release
     announcing that several large shareholders of the Company had
     filed affidavits supporting Parent's litigation to invalidate the
     Rights Agreement.  A copy of the press release is attached hereto as
     Exhibit (g)(16) and incorporated herein by reference. 

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (g)(14) Motion for Preliminary Injunction in connection
                  with Union Pacific Corporation and James A.
                  Shattuck v. Santa Fe Pacific Corporation, et. al.,
                  filed in the Court of Chancery in Delaware on
                  January 26, 1995.

          (g)(15) Text of Press Release issued by Union Pacific
                  Corporation on January 26, 1995.

          (g)(16) Text of Press Release issued by Union Pacific
                  Corporation on January 27, 1995.

                                 SIGNATURE

          After due inquiry and to the best of my knowledge and
     belief, I certify that the information set forth in this
     statement is true, complete and correct.

     Dated:  January 27, 1995

                                     UNION PACIFIC CORPORATION

                                     By: /s/ Gary M. Stuart           
                                        _____________________________
                                  Title: Vice President and Treasurer

                                 SIGNATURE

          After due inquiry and to the best of my knowledge and
     belief, I certify that the information set forth in this
     statement is true, complete and correct.

     Dated:  January 27, 1995

                                     UP ACQUISITION CORPORATION

                                     By: /s/ Gary M. Stuart           
                                         _____________________________
                                  Title: Vice President and Treasurer

                               EXHIBIT INDEX

     Exhibit No.                     Description

     (g)(14)   Motion for Preliminary Injunction in connection with
               Union Pacific Corporation and James A. Shattuck v.
               Santa Fe Pacific Corporation, et. al., filed in the
               Court of Chancery in Delaware on January 26, 1995.

     (g)(15)   Text of Press Release issued by Union Pacific
               Corporation on January 26, 1995.

     (g)(16)   Text of Press Release issued by Union Pacific
               Corporation on January 27, 1995.

                                                    Exhibit (g)(14)

          IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

          IN AND FOR NEW CASTLE COUNTY

          - - - - - - - - - - - - - - - X
                                        :
          UNION PACIFIC CORPORATION     :
          and JAMES A. SHATTUCK,        :
                                        :
                         Plaintiffs,    :
                                        :
                    v.                  :
                                        :    Civil Action No. 13778
          SANTA FE PACIFIC CORPORATION, :
          BILL M. LINDIG, ROY S.        :
          ROBERTS, JOHN S. RUNNELLS II, :
          ROBERT H. WEST, JOSEPH F.     :
          ALIBRANDI, GEORGE DEUKMEJIAN, :
          JEAN HEAD SISCO, ROBERT D.    :
          KREBS, MICHAEL A. MORPHY,     :
          EDWARD F. SWIFT, and          :
          BURLINGTON NORTHERN, INC.,    :
                                        :
                                        :
                         Defendants.    :
                                        :
          - - - - - - - - - - - - - - - X

                      MOTION FOR PRELIMINARY INJUNCTION

                    Plaintiffs Union Pacific Corporation ("Union
          Pacific") and James A. Shattuck, by their undersigned
          attorneys, hereby move for a preliminary injunction: 

                         (a)  compelling defendants Santa Fe
                    Pacific Corporation ("Santa Fe"), Bill M.
                    Lindig, Roy S. Roberts, John S. Runnells II,
                    Robert H. West, Joseph F. Albrandi, George
                    Deukmejian, Jean Head Sisco, Robert D. Krebs,
                    Michael A. Morphy, Edward F. Swift (together,
                    the "Santa Fe Defendants") to redeem the
                    rights; alternatively

                         (b) enjoining the Santa Fe Defendants,
                    their employees, agents and all persons acting
                    in concert with them from taking any action
                    with respect to Santa Fe's poison pill rights
                    plan, except to amend the rights agreement to
                    make it inapplicable to any all-cash, all-
                    shares tender offer of at least $18.50 per
                    Santa Fe share to be followed by a cash merger
                    at the same per-share price, after which all
                    shares of Santa Fe would be held in a voting
                    trust pending Interstate Commerce Commission
                    ("ICC") approval of the buyer's acquisition of
                    control; and

                         (c) compelling the Santa Fe Defendants to
                    amend the rights agreement to make it
                    inapplicable to any all-cash, all-shares tender
                    offer of at least $18.50 per Santa Fe share to
                    be followed by a cash merger at the same per-
                    share price, after which all shares of Santa Fe
                    would be held in a voting trust pending ICC
                    approval of the buyer's acquisition of control;
                    and alternatively, if (a) or (b) and (c) are
                    not ordered

                         (d) compelling the Santa Fe Defendants to
                    amend the rights agreement to make it
                    inapplicable to any all-cash, all-shares tender
                    offer of at least $18.50 per Santa Fe share
                    which receives unwithdrawn tenders of 90% or
                    more of Santa Fe outstanding stock, which
                    tender offer is to be followed by a cash merger
                    at the same per-share price, and after which
                    the stock of Santa Fe will be held in a voting
                    trust pending ICC approval of the buyer's
                    acquisition of control.

          The grounds for this motion are as set forth below and as
          will be more fully stated in plaintiffs' memorandum of
          law to be filed following the limited expedited discovery
          sought in Plaintiffs' Second Motion for Expedited
          Discovery, filed herewith.

          The Current Situation Requires Relief

                    1.   Having initiated and encouraged an active,
          albeit unfairly skewed, bidding contest for the sale of
          Santa Fe, the Santa Fe Board has implemented and is
          maintaining a coercive, selective, and ultimately
          preclusive poison pill rights plan designed to force
          Santa Fe's stockholders to approve a Merger Agreement
          with its favored bidder, Burlington Northern Inc.
          ("Burlington Northern"), and forever foreclose them from
          choosing Union Pacific's superior all-cash, all-shares
          offer.

                    2.   Union Pacific's current bid was made on
          January 17, 1995.  Three days ago, the Santa Fe board
          rejected the superior Union Pacific offer in favor of the
          highly conditional, front-end loaded bid by Burlington
          Northern.

                    3.   Two days ago, Tuesday, Santa Fe and
          Burlington Northern amended their merger agreement to
          permit, but not require, an enhanced exchange ratio in
          the highly contingent back-end merger.  Additionally,
          Santa Fe announced that it had amended its Poison Pill
          Rights Agreement in order to enable Alleghany Corporation
          ("Alleghany") to purchase up to 14.9% of Santa Fe's
          stock, in return for Alleghany's agreement with Santa Fe
          and Burlington Northern to vote in favor of the
          Burlington Northern merger.

                    4.   It is clear that Santa Fe's directors
          intend to put the Burlington Northern merger to a vote as
          scheduled on February 7, amidst the confusion created by
          Tuesday's illusory promise of higher consideration and
          subject to the coercive effect of continued maintenance
          of the poison pill.  Furthermore, the joint, partial
          tender offer is scheduled to close immediately after the
          vote.  As a result of that tender offer and related
          agreements and transactions, enormous changes will occur
          in both Santa Fe's capital structure and the composition
          of its shareholder body.  Thus, Santa Fe's stockholders
          are threatened with imminent, irreparable harm.

          The Bidding Contest

                    5.   In June 1994, Burlington Northern
          initially agreed to exchange 0.27 shares of its stock for
          each share of Santa Fe common stock.  On October 5, 1994,
          Union Pacific proposed to acquire Santa Fe for $18.00 per
          Santa Fe share in a stock-for-stock merger.  At that
          time, the Burlington Northern proposal was worth $13.50
          per share of Santa Fe stock.  Following Union Pacific's
          bid, the Santa Fe defendants encouraged Burlington
          Northern to top it.

                    6.   An active bidding contest for the sale of
          Santa Fe ensued.  Over the next three months, Union
          Pacific and Burlington Northern engaged in a see-saw
          battle of revised bids for Santa Fe.  Because it is
          dominated and controlled by Santa Fe Chairman and CEO
          Robert Krebs -- who stands to become CEO of a combined
          Santa Fe/Burlington Northern -- the Santa Fe board
          consistently and unfairly favored Burlington Northern
          throughout the bidding contest.  Santa Fe refused to
          enter into discussions with Union Pacific for two months,
          while continuing actively to encourage and facilitate
          escalating offers by Burlington Northern.  Moreover,
          Santa Fe refused Union Pacific's repeated demands that it
          implement a fair bidding process.  At the same time,
          Santa Fe cynically challenged Union Pacific to improve
          its bid.  The process has culminated in two competing
          bids:  (i) Burlington Northern's coercive, two-tiered
          merger offer, which, due to ICC regulatory concerns and
          other material conditions, places the risk of non-
          consummation of the second step merger on Santa Fe's
          stockholders, and which has been exempted from Santa Fe's
          poison pill, and (ii) Union Pacific's superior all-cash,
          all-shares bid, which poses to Santa Fe's stockholders no
          regulatory risk of non-consummation or delay for
          regulatory review, but which has not been exempted from
          the poison pill.

                    7.   Union Pacific is currently offering by
          tender offer (to be followed promptly by a second-step
          merger) to purchase all shares of Santa Fe stock for
          $18.50 per share in cash.  Union Pacific's tender offer
          is currently scheduled to expire on February 7, 1995. 
          The shares purchased in the tender offer and the second-
          step merger will be placed in an ICC-approved voting
          trust pending the ICC's approval of the merger between
          Union Pacific and Santa Fe.  Although Union Pacific's
          tender offer is conditioned on a definitive merger
          agreement with Santa Fe, Union Pacific announced that it
          will waive this condition if the poison pill rights are
          neutralized and at least 90% of Santa Fe's outstanding
          stock is tendered, enabling it to consummate a short-form
          merger under Delaware law.  In order to proceed on this
          unilateral basis, Union Pacific would first ask the ICC
          to approve an amendment to the voting trust that would
          enable the trustee to ensure Santa Fe's cooperation in
          seeking ICC approval of a Santa Fe/Union Pacific
          combination.  Santa Fe rejected Union Pacific's offer
          this Monday, January 23.

                    8.   Burlington Northern's current bid has been
          approved by the Santa Fe board and is scheduled for a
          stockholder vote on February 7, 1995.  The proposed
          Burlington Northern transaction has two tiers.  First,
          Burlington Northern and Santa Fe have commenced a joint,
          partial tender offer to purchase for cash up to 63
          million shares, approximately 33% of Santa Fe's
          outstanding stock, for $20.00 per share.  Of this, 38
          million shares are to be repurchased by Santa Fe with
          $760 million of its own newly-borrowed cash; the
          remaining 25 million shares are to be bought by
          Burlington Northern, which, as a result of the joint
          tender offer, will own about 16% of the remaining
          outstanding shares of Santa Fe.  The closing of this
          first-step tender offer is conditioned upon stockholder
          approval of the merger agreement, and it is currently
          scheduled to expire immediately after the stockholder
          vote.

                    9.   The second tier of the Burlington Northern
          bid is highly conditional.  At the earliest by mid-1996
          and contingent on ICC approval of a merger of Santa Fe
          and Burlington Northern, the remaining shares of Santa Fe
          stock would each be exchanged for .4 shares of Burlington
          Northern stock, subject to a possible adjustment
          described in paragraph 10, infra.  Based on the closing
          price of Burlington Northern stock on January 24, 1995,
          the second-step merger consideration has a nominal value,
          before discounting for the time value of money and the
          risk of non-consummation, of $20.00 per Santa Fe share. 
          Of course, no one knows what the trading price of
          Burlington Northern stock will be if and when ICC
          approval is obtained.

                    10.  On Tuesday, Santa Fe and Burlington, aided
          by Allegheny, shuffled two new wild cards into the deck. 
          First, Burlington Northern and Santa Fe amended their
          merger agreement to permit -- but not require -- Santa Fe
          to purchase up to 10 million shares of its stock in the
          time after shareholder approval and prior to consummation
          of the merger.  The total number of shares of Burlington
          Northern stock to be issued if the merger ever occurs,
          however, remains fixed.  Thus, Santa Fe and Burlington
          Northern have effectively announced that if the merger
          ever occurs, then maybe the exchange ratio will be
          improved, if Santa Fe is ever able to purchase additional
          shares -- which it is not obligated to do, which it
          appears Santa Fe is not now able to do and which it may
          never be able to do.

                    11.  The second new development is that the
          Santa Fe board amended the Santa Fe Rights Agreement to
          raise the triggering threshold from 10 percent to 15
          percent to induce Allegheny to sign a voting agreement
          with Santa Fe and Burlington Northern pursuant to which
          its current 7.2% of Santa Fe's stock and any additional
          shares which Alleghany acquires and becomes entitled to
          vote at the meeting will be voted in favor of the Santa
          Fe/Burlington Northern merger.  Allegheny plans to tender
          its shares in the joint, partial tender offer and use the
          proceeds to purchase additional shares so that it will
          own up to 14.9% of Santa Fe's post-joint tender offer
          outstanding stock.  Thus, as a result of the joint tender
          offer, the potential Santa Fe repurchase of an additional
          10 million shares and the intended purchases of
          Allegheny, Allegheny would own as much as 15% of Santa
          Fe's common stock.  Allegheny and Burlington Northern
          together would own over 32% of the outstanding shares.

          Santa Fe Is For Sale

                    12.  Despite its board's self-serving
          protestations that Santa Fe is "not for sale", by its
          affirmative actions of (a) encouraging Burlington
          Northern to bid against Union Pacific, (b) cynically
          challenging Union Pacific to improve its bid through a
          flawed and biased sale process, and (c) actually
          facilitating and causing Santa Fe to participate in and
          finance Burlington Northern's ultimate bid, Santa Fe
          "albeit unintentionally, [ ] `initiate[d] [and fueled] an
          active bidding process seeking to sell "itself.'" 
          Paramount Communications Inc. v. QVC Network, Inc., Del.
          Supr., 637 A.2d 34, 47 (1994) (quoting Paramount
          Communications Inc. v. Time, Inc., Del. Supr., 571 A.2d
          1140, 1150 (1989)).

                    13.  Moreover, the first step of the current
          Burlington Northern proposal, when viewed in conjunction
          with the related late-breaking developments of the
          potential Santa Fe stock repurchase and the announced
          intention of Allegheny to purchase up to 14.9% of Santa
          Fe stock, may result in effective control shifting from
          "a fluid aggregation of unaffiliated stockholders,"
          Paramount Communications Inc. v. QVC Network, Inc., 637
          A.2d at 46, to a concentrated group, consisting of
          Burlington Northern and Allegheny, acting in concert. 
          This concentration of effective control would likely last
          for many months if not years, while ICC approval of the
          Santa Fe/Burlington Northern merger is sought.

                    14.  As a result of these factors, Santa Fe is
          for sale.  Its board is therefore subject to the
          obligation to act reasonably toward the goal of obtaining
          for its stockholders the highest value reasonably
          available.  Paramount Communications Inc. v. QVC Network,
          Inc., 637 A.2d at 48.

          Santa Fe's Continued Use Of The Poison Pill To Foreclose
          Free Stockholder Choice Between The Competing Offers Is
          Coercive And Unjustifiable                             

                    15.  Santa Fe's board has determined to submit
          the Burlington Northern merger agreement to a vote of
          Santa Fe's stockholders on February 7th.  If the merger
          is approved, the bidding contest for Santa Fe will be
          over.

                    16.  Thus, the bidding contest for Santa Fe has
          run its course or will do so by the time the vote is
          taken.  

                    17.  Meanwhile, by their continuing claim that
          Santa Fe is "not for sale," the Santa Fe directors are
          seeking to coerce stockholders into believing, that if
          they reject the Burlington Northern merger proposal, they
          will not have the chance to accept the Union Pacific
          transaction because, by leaving the poison pill in place,
          those directors will not comply with their fundamental
          duties as "auctioneers charged with getting the best
          price for the stockholders at a sale of the company."
          Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., Del.
          Supr., 506 A.2d 173, 182 (1986).  This court has recently
          observed that when directors arrogate to themselves 

               [the] power to choose what premium the
               shareholders will receive in a change of
               control transaction, then those directors, as
               fiduciaries, must be deemed to have assumed the
               duty that accompanies the power.  In colloquial
               terms, that duty is to do for the shareholders
               what the shareholders would otherwise do for
               themselves -- to seek the best premium-
               conferring transaction that is available in the
               circumstances.  Fairness requires no less.

          QVC Network, Inc. v. Paramount Communications Inc., Del.
          Ch., 635 A.2d 1245, 1266 (1993) (emphasis added)
          (citations omitted) ,aff'd, Del. Supr., 637 A.2d 34
          (1994).  By claiming that the company is not for sale,
          the Santa Fe directors have unequivocally indicated that
          they have not fulfilled this basic fiduciary obligation
          and will not do so.

                    18.  Therefore, the only remaining function of
          the poison pill at this point is to coerce Santa Fe's
          stockholders to vote in favor of the Burlington Northern
          Merger agreement.  Stockholders know that, with the pill
          in place, the board has the power to carry out its
          coercive, implicit threat to remain independent and deny
          them any premium rather than merge with Union Pacific. 
          To avoid the risk of losing the chance to realize some
          premium (although not that which could be obtained in the
          "best premium-conferring transaction available"), Santa
          Fe's stockholders are being coerced to vote for the
          inferior Burlington Northern deal.

                    19.  Thus, the poison pill no longer serves any
          valid corporate purpose.  Keeping it in place "will only
          cause the shareholders irreparable harm, since they will
          be deprived of the opportunity to consider, as an
          alternative to the [Burlington Northern] offer, [Union
          Pacific's superior] bid"  Mills Acquisition Co. v.
          MacMillan, Inc., Del. Ch., C.A. No. 10168, slip op. at
          48-50, Jacobs, V.C. (Oct. 17, 1988) (Ex. A hereto), rev'd
          on other grounds, Del. Supr., 559 A.2d 1261 (1969).

                    20.  The Santa Fe board's failure to redeem the
          poison pill or render it inapplicable to Union Pacific's
          offer is also a disproportionate defensive measure under
          Unocal Corp. v. Mesa Petroleum Co., Del. Supr., 493 A.2d
          946 (1985).  A board of directors does not have unlimited
          discretion to defeat a perceived threat by any draconian
          means available.  Unitrin, Inc. v. American General
          Corp., Del. Supr., No. 418, 1994, slip op. at 51,
          Holland, J. (Jan. 11, 1995) (Ex. B hereto).

                    21.  The Santa Fe Board's continued maintenance
          of the poison pill is draconian.  As mentioned above, it
          is coercive in that it is both intended to and is
          operating to coerce the Santa Fe stockholders to vote in
          favor of the management-sponsored alternative --  the
          Burlington Northern merger agreement.  See Paramount
          Communications Inc. v. Time, Inc., 571 A.2d at 1154;   
          AC Acquisitions Corp. v. Anderson, Clayton & Co., Del.
          Ch., 519 A.2d 103 (1986).

                    22.  Moreover, the poison pill is preclusive in
          two ways.  First, unless relief is granted, the board's
          coercive use of the pill may well force the stockholders
          to approve the Burlington Northern merger agreement.  In
          that event, Union Pacific would be precluded, absent
          court intervention, from acquiring Santa Fe, and Santa
          Fe's stockholders would be correspondingly precluded from
          receiving the Union Pacific offer's superior value. 
          Second, even if the Burlington Northern merger agreement
          is not approved, the Board's threatened continued
          maintenance of the pill will preclude Union Pacific from
          ever acquiring Santa Fe, since, as a practical matter, an
          election contest for control of the Santa Fe board is
          infeasible due to the need for prior ICC approval.  Thus,
          the Santa Fe directors have effectively arrogated to
          themselves the power to forever preclude Union Pacific's
          acquisition offer.

          The Irreparable Harm Imminently Threatened

                    23.  The Santa Fe stockholder vote is imminent. 
          A wrongfully coerced stockholder vote constitutes
          irreparable harm because the stockholders are thus
          forever deprived of their right to be treated fairly. 
          See  Eisenberg v. Chicago Milwaukee Corp., Del. Ch. 537
          A.2d 1051, 1052 (1987).  Moreover, once a vote in favor
          of the Santa Fe/Burlington Northern transaction is
          obtained -- even one coerced by operation of the poison
          pill -- Santa Fe and Burlington Northern stand ready to
          close their joint, partial tender offer and, thus,
          substantially alter both the capital structure and
          shareholder composition of Santa Fe.  At that point, the
          Court will not be able to "unscramble the eggs" and the
          injury to the interests of Santa Fe shareholders in
          receiving the superior Union Pacific proposal will be
          complete and irreparable.

                    24.  In the event the coerced vote results in
          approval of the Burlington Northern merger, the
          stockholders will be further irreparably harmed by loss
          of the opportunity to obtain Union Pacific's better
          offer. See Mills Acquisition, supra.  See also City
          Capital Assocs. v. Interco Inc., Del. Ch., 551 A.2d 787,
          800 (1988) (stockholders' loss of the opportunity to
          effectively choose between competing acquisition offers
          constitutes irreparable harm).

                    25.  In the event the Burlington Northern
          merger is not approved by the coerced vote of the
          stockholders, the Santa Fe board's threatened continued
          maintenance of the pill to support a "just say no" stance
          will deprive the Santa Fe's stockholders of the unique
          opportunity afforded by Union Pacific's acquisition
          offer.

                                        Stephen P. Lamb
                                        SKADDEN, ARPS, SLATE,
                                          MEAGHER & FLOM
                                        One Rodney Square
                                        P.O. Box 636
                                        Wilmington, DE  19899
                                        (302) 651-3000

                                                  and

                                        David J. Margules
                                        KLEHR, HARRISON, HARVEY, 
                                          BRANZBURG & ELLERS
                                        222 Delaware Avenue
                                        Suite 1101
                                        Wilmington, DE  19801
                                        (302) 426-1189

                                        Attorneys for Plaintiffs

          Dated:  January 26, 1995

                                                    Exhibit (g)(15)

          (UNION PACIFIC                     NEWS RELEASE
          CORPORATION - LOGO)

                                       Contact:  610-861-3382
                                       Gary F. Schuster
                                       Vice President - Corporate Relations
                                       Martin Tower
                                       Eighth and Eaton Avenues
                                       Bethlehem, PA  18018

                                             FOR IMMEDIATE RELEASE

                  UNION PACIFIC SUES TO INVALIDATE SANTA FE
          POISON PILL PRIOR TO SHAREHOLDERS' MEETING

          BETHLEHEM, PA, JANUARY 26, 1995 -- Union Pacific
          Corporation (NYSE: UNP) announced today that it is
          seeking a preliminary injunction in the Delaware Chancery
          Court to enjoin Santa Fe Pacific Corporation's (NYSE:
          SFX) "poison pill" rights plan.  Union Pacific said it is
          seeking a decision prior to Santa Fe's February 7, 1995
          shareholders' meeting to vote on the proposed transaction
          with Burlington Northern Inc. (NYSE: BNI).

               Drew Lewis, Union Pacific's Chairman and Chief
          Executive Officer, said, "Santa Fe's use of its poison
          pill to block Union Pacific's offer, while exempting the
          Burlington Northern transaction and related share
          purchases by a Santa Fe shareholder, is a manipulative
          attempt to coerce Santa Fe shareholders to vote for the
          BN deal.  Santa Fe's shareholders, rather than Santa Fe's
          management and Board, deserve the right to choose freely
          between Union Pacific's and Burlington Northern's
          competing bids to acquire Santa Fe.  If Santa Fe really
          believes the Burlington Northern transaction is superior,
          it would not try to hide behind its poison pill."

                    Union Pacific's court filing asserts that Santa
          Fe's Board, by its actions, has put the Company up for
          sale and has a fiduciary obligation to provide the best
          deal for Santa Fe shareholders.

                                                    Exhibit (g)(16)

          (UNION PACIFIC                     NEWS RELEASE
          CORPORATION - LOGO)

                                        Contact:  610-861-3382
                                        Gary F. Schuster
                                        Vice President - Corporate Relations
                                        Martin Tower
                                        Eighth and Eaton Avenues
                                        Bethlehem, PA  18018

                                             FOR IMMEDIATE RELEASE

          SANTA FE SHAREHOLDERS FILE AFFIDAVITS SUPPORTING
          UNION PACIFIC LAWSUIT TO INVALIDATE SANTA FE "POISON PILL"

          BETHLEHEM, PA, JANUARY 27, 1995 -- Union Pacific Corporation
          (NYSE: UNP) announced today that several large shareholders
          of Santa Fe Pacific Corporation (NYSE: SFX) beneficially
          owning approximately 12 million Santa Fe shares had filed
          affidavits supporting Union Pacific's litigation to
          invalidate Santa Fe's "poison pill."

                    The shareholders stated that Union Pacific's
          $18.50 all-cash offer will yield materially greater value
          than Burlington Northern Inc.'s (NYSE: BNI) merger proposal. 
          In their statements, the shareholders also said that it is
          inappropriate for Santa Fe's Board of Directors to seek to
          prejudice the outcome of the Santa Fe shareholder vote by
          using the "poison pill" to block the Union Pacific offer.

                    The shareholders expressed their support for the
          elimination of Santa Fe's "poison pill" so that Santa Fe
          shareholders are free to choose between the competing Union
          Pacific and Burlington Northern bids.