SCHEDULE 14A INFORMATION

     Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934

Filed by the Registrant    ( )

Filed by a Party other than the Registrant    (X)

Check the appropriate box:

( )   Preliminary Proxy Statement
          
( )   Definitive Proxy Statement
          
(X)   Definitive Additional Materials
            
( )   Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

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

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

Payment of Filing Fee (Check the appropriate box):

( )   $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
      14a-6(i)(2).

( )   $500 per each party to the controversy pursuant to Exchange
      Act Rule 14a-6(i)(3).
     
( )   Fee computed on table below per Exchange Act Rules 14a-
      6(i)(4) and 0-11.
     
(X)   Check box if any party of the fee is offset as provided by
      Exchange Act Rule 0-11(a)(2) and identify the filing for
      which the offsetting fee was paid previously.  Identify the
      previous filing by registration statement number, or the
      Form or Schedule and the date of its filing.

      (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

                       [LOGO] UNION PACIFIC CORPORATION

                                        November 22, 1994

          Dear Santa Fe Pacific Stockholder:

                    On November 8, Union Pacific Corporation
          entirely revised its proposal to negotiate an acquisition
          of Santa Fe -- a proposal that we believe is superior to
          the proposed Burlington Northern merger in every way. 
          Despite this, Santa Fe's board of directors is still
          seeking your vote to approve the Burlington Northern
          merger at a Special Meeting of Stockholders now scheduled
          to be held on December 2.

                    Your vote can protect your investment and tell
          the Santa Fe board you want them to do everything
          possible to maximize the value of your shares.  Even if
          you previously voted in favor of the merger with
          Burlington Northern, it's not too late to change your
          mind.  All you need to do is vote AGAINST the Burlington
          Northern merger on the enclosed GOLD proxy card.  We urge
          you to sign, date and return the GOLD proxy card today.

                     LET'S TAKE A LOOK AT THE REAL ISSUES

          CASH:         UNION PACIFIC has commenced a cash tender
                        offer to purchase approximately 57% of all
                        shares of Santa Fe common stock at $17.50
                        per share (with remaining 43% of Santa
                        Fe's shares receiving Union Pacific common
                        stock in a second-step merger).(1)

                        BURLINGTON NORTHERN is offering Santa Fe
                        stockholders no cash.

          PREMIUM:(2)   UNION PACIFIC'S proposal of cash and Union
                        Pacific common stock represents a premium
                        to the consideration offered in the
                        Burlington Northern merger.

                        BURLINGTON NORTHERN is offering Burlington
                        Northern common stock currently valued at
                        $16.24.

          _____________________
          1    Based on Union Pacific's closing market price on
               November 8, 1994 (the last trading day before Union
               Pacific's proposal was publicly announced), the
               value of the consideration in the second-step merger
               would be equivalent to the tender offer price. 
               Because of fluctuations in the market value of Union
               Pacific common stock, based on Union Pacific's
               closing market price on November 22, 1994, the value
               of the consideration in the second-step merger would
               be less than the tender offer price.

          2    Based on closing market prices on November 22, 1994.

          TIMING:       UNION PACIFIC'S cash tender offer still
                        could be completed before the end of next
                        month and the second-step merger could
                        take place just a few months later.  The
                        sooner Santa Fe's board of directors
                        begins good faith negotiations with Union
                        Pacific, the sooner you could receive
                        payment for your Santa Fe shares.

                        BURLINGTON NORTHERN'S merger requires
                        prior approval of the Interstate Commerce
                        Commission, which review could take from
                        1-1/2 to 2-1/2 years.

          DIVIDENDS:(3) UNION PACIFIC'S proposal would result in a
                        dividend of $.61 for each Santa Fe share
                        that would be acquired in the second-step
                        merger.

                        BURLINGTON NORTHERN'S merger would result
                        in a dividend of $.41 for each Santa Fe
                        share.

          REDUCED
          ICC RISK:     UNION PACIFIC is setting up a Voting Trust
                        in which we would place all Santa Fe
                        shares acquired by Union Pacific --
                        whether in the cash tender offer or
                        second-step merger.  This means that under
                        our proposal Santa Fe stockholders would
                        not bear the risk of ICC approval of a
                        Union Pacific/Santa Fe combination.(4)

          ________________________
          3    Dividend amounts shown are the indicated annual
               dividend rates on a per share equivalent basis. 
               Such rates are determined by multiplying (i) the
               current annual dividend rate on shares of common
               stock of Union Pacific or Burlington Northern, as
               the case may be, by (ii) the applicable exchange
               ratio.  Santa Fe stockholders would not receive
               dividends with respect to shares which, pursuant to
               the Union Pacific proposal, would be acquired in the
               cash tender offer.  There can be no assurance that
               Burlington Northern or Union Pacific will continue
               to pay dividends at rates currently in effect or
               will pay any dividend in the future.

          4    Union Pacific has requested the Staff of the
               Interstate Commerce Commission ("ICC") to provide an
               informal, nonbinding opinion to the effect that the
               ICC approves the use of a Voting Trust by Union
               Pacific without the imposition of any conditions
               unacceptable to Union Pacific.  Receipt of such
               opinion is a condition of Union Pacific's revised
               proposal and of the cash tender offer.  Union
               Pacific believes it will obtain such approval from
               the Staff of the ICC.  

                        BURLINGTON NORTHERN is not using a Voting
                        Trust, so Santa Fe stockholders bear the
                        entire risk of ICC approval and receive
                        nothing for their shares if ICC approval
                        is not obtained.

                    Santa Fe's board of directors could have
          welcomed Union Pacific's revised proposal and immediately
          commenced good faith negotiations in accordance with the
          terms of its agreement with Burlington Northern. 
          Instead, here's what Santa Fe's board did:

               *    REFUSED TO TALK WITH US about the terms of our
                    merger proposal and indicated no willingness to
                    commence good faith negotiations.

               *    CONTINUED TO PUSH TOWARDS A DECEMBER 2
                    STOCKHOLDERS' MEETING at which they have asked
                    Santa Fe stockholders to approve the Burlington
                    Northern merger.

               *    STOOD SILENTLY BY while Burlington Northern,
                    their so-called "friendly" merger partner,
                    tries to INTERFERE with the creation of Union
                    Pacific's Voting Trust.  This is the Voting
                    Trust that would give you the opportunity to
                    receive payment for your shares as soon as
                    possible.

          YOUR VOTE IS IMPORTANT.  MAKE IT COUNT!

                    Union Pacific's proposal and cash tender offer
          are conditional on the Burlington Northern merger not
          being approved by Santa Fe stockholders and on Santa Fe
          and Union Pacific entering into a negotiated merger
          agreement.  If Santa Fe stockholders approve the
          Burlington Northern merger, Union Pacific will withdraw
          its proposal and terminate the cash tender offer.

                    We urge you to vote AGAINST the Burlington
          Northern merger on the enclosed GOLD proxy card.  Your
          vote is important.  Please sign, date and return the GOLD
          proxy card today.

                    Thank you for your consideration and support.

                                   Sincerely,

                                   /s/ Dick Davidson

                                   Dick Davidson
                                   President, Union Pacific Corporation 
                                   Chairman and Chief Executive Officer
                                   Union Pacific Railroad Company

          FOR ASSISTANCE IN VOTING YOUR SHARES, PLEASE CONTACT THE
          FIRM ASSISTING US IN THE SOLICITATION OF PROXIES:  MORROW
          & CO., INC., CALL TOLL FREE:  1-800-662-5200

               VOTE AGAINST THE BURLINGTON NORTHERN MERGER ON THE
          GOLD PROXY CARD.

          SUPPLEMENTAL INFORMATION

               On November 14, 1994, Santa Fe announced that it had
          postponed the special meeting of stockholders which had
          been called for the purpose of voting on a merger of Santa
          Fe with Burlington Northern.  The special meeting,
          originally scheduled for November 18, 1994, is now
          scheduled to be held on Friday, December 2, 1994 at the
          Hyatt Regency-Woodfield, 1800 East Golf Road, Schaumburg,
          Illinois, commencing at 3:00 p.m., Central time.

          VOTING TRUST - RECENT DEVELOPMENTS

               Pursuant to the proposal made by Union Pacific to
          Santa Fe on November 8, 1994, Union Pacific would place
          all shares of Santa Fe common stock acquired by Union
          Pacific (whether pursuant to the first-step cash tender
          offer or the second-step merger) into a voting trust (the
          "Voting Trust") that would be independent of Union
          Pacific.  On November 10, 1994, Union Pacific and UP
          Acquisition Corporation, a Utah corporation and a wholly
          owned subsidiary of Union Pacific, requested the Staff of
          the ICC to issue an informal, non-binding opinion that the
          use of the Voting Trust is consistent with the policies of
          the ICC against unauthorized acquisition of control of a
          regulated carrier.  On November 16, 1994, Burlington
          Northern filed a petition with the ICC to institute an
          investigation into the Voting Trust agreement.  The Staff
          of the ICC has not yet issued any opinion regarding the
          use of the Voting Trust.

          UNION PACIFIC'S TENDER OFFER -- SANTA FE'S RESPONSE

               On November 22, 1994, Santa Fe filed with the
          Securities and Exchange Commission a
          Solicitation/Recommendation Statement on Schedule 14D-9,
          in which Santa Fe stated its recommendation to its
          stockholders with respect to Union Pacific's pending cash
          tender offer for approximately 57% of Santa Fe's common
          stock at $17.50 per share.  In such Schedule 14D-9, Santa
          Fe stated the following:  "At a special meeting held on
          November 21, 1994, [Santa Fe's] Board of Directors
          unanimously determined to recommend that stockholders not
          accept [Union Pacific's tender offer] at this time.  That
          recommendation is subject to change as events unfold that
          will clarify whether a transaction with Union Pacific is
          in the stockholders' best interest."

          ______________

          Union Pacific's revised proposal is subject, among other
          things, to termination of the Burlington Northern/Santa Fe
          merger agreement in accordance with its terms, negotiation
          of a mutually satisfactory merger agreement with Santa Fe
          in accordance with the terms of Santa Fe's existing merger
          agreement with Burlington Northern and approval of the
          respective Boards of Directors of Santa Fe and Union
          Pacific.  A vote of stockholders of Santa Fe and Union
          Pacific is not required in order to consummate the second-
          step merger.  The revised Union Pacific proposal is not
          subject to approval of the Interstate Commerce Commission
          (other than as referred to in footnote 4 appearing on the
          previous page), a due diligence condition or financing. 
          The Burlington Northern/Santa Fe merger agreement is
          subject to approval of the Interstate Commerce Commission
          and the respective stockholders of Burlington Northern and
          Santa Fe.  Because of fluctuations in the market value of
          Union Pacific common stock and Burlington Northern common
          stock, there can be no assurances as to the actual value
          that Santa Fe stockholders would receive pursuant to the
          second-step merger contemplated by the revised Union
          Pacific proposal or the Santa Fe/Burlington Northern
          merger.

          This solicitation 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. 

 _____________________________________________________________________

                        SANTA FE PACIFIC CORPORATION

                 SOLICITATION BY UNION PACIFIC CORPORATION
                       IN OPPOSITION TO THE PROPOSED
                 MERGER OF SANTA FE PACIFIC CORPORATION AND
                          BURLINGTON NORTHERN INC.

                                   PROXY

      SPECIAL MEETING OF STOCKHOLDERS OF SANTA FE PACIFIC CORPORATION

     The undersigned hereby appoints DREW LEWIS and JUDY L. SWANTAK as
proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote all shares of stock of Santa Fe Pacific
Corporation, a Delaware corporation ("Santa Fe"), which the undersigned is
entitled to vote at the special meeting of stockholders of Santa Fe,
scheduled to be held on December 2, 1994, called for the purpose of
considering the proposed merger of Santa Fe with and into Burlington
Northern Inc., a Delaware corporation ("BN")(such proposed merger, the
"Santa Fe/BN Merger"), or any adjournment(s), postponement(s), or
rescheduling(s) thereof.  The special meeting of Santa Fe was originally to
be held on November 18, 1994 and subsequently was postponed by Santa Fe to
December 2, 1994.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AGAINST THE
SANTA FE/BN MERGER.  IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE
SPECIAL MEETING, THIS PROXY WILL BE VOTED ON SUCH MATTERS AS UNION PACIFIC
CORPORATION, IN ITS SOLE DISCRETION, MAY DETERMINE.

           (Continued and to be dated and signed on reverse side)

1.   The Santa Fe/BN Merger.
          Union Pacific strongly recommends a vote "AGAINST" the Santa
Fe/BN Merger.

          ( )  AGAINST             ( )  FOR            ( )  ABSTAIN
     The undersigned hereby acknowledges receipt of the Union Pacific
Corporation Proxy Statement soliciting proxies in opposition to the Santa
Fe/BN Merger.  The undersigned hereby revokes any proxies heretofore given
by the undersigned relating to the subject matter hereof and confirms all
that the Proxies may lawfully do by virtue hereof.

                                      DATE:                          , 1994

                                                    (Signature)            

                                             (Signature if jointly held)   

                                      Title:                               
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