SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                             SCHEDULE 14D-1
                            AMENDMENT NO. 1

   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

                   (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, with respect to the
     Purchaser's offer to purchase 115,903,127 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
     referred to therein.

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

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

               On November 9, 1994, Parent entered into a commitment
     letter (the "Commitment"), dated November 9, 1994, among Parent,
     Citicorp Securities, Inc., Credit Suisse and NationsBanc Capital
     Markets, Inc., as co-arrangers, and Citibank, N.A., Credit Suisse
     and NationsBank of North Carolina, N.A., as co-administrative
     agents, to provide Parent and the Purchaser with a revolving
     credit facility (the "Facility") in the amount of $2 billion. 
     The commitment of the banks pursuant to the Commitment is subject
     to negotiation and execution of a definitive credit agreement
     with respect to the Facility and related documents. The
     Commitment is subject to certain specified conditions including,
     among other things,  (i) the absence of a material adverse change
     in the business, financial condition, operations, performance or
     properties of Parent, or Parent and its subsidiaries taken as a
     whole, since December 31, 1993, except as disclosed in the
     Parent's most recent annual report on Form 10-K or in its
     quarterly reports on Form 10-Q for the first two fiscal quarters
     of 1994, (ii) the absence of any change in loan syndication,
     financial or capital market conditions generally that, in the
     reasonable judgment of the co-arrangers, would materially impair
     syndication of the Facility,  (iii) the absence of a material
     change in the terms of the tender offer as announced on November
     8, 1994 and (iv) the absence of any litigation or other
     proceedings that could reasonably be expected to have a material
     adverse effect upon the syndication of the Facility or upon the
     business, financial condition, operations, performance or
     properties of Parent, or Parent and its subsidiaries taken as a
     whole.  The Commitment terminates on February 10, 1995, unless
     extended, if definitive credit documentation has not been
     executed prior to that date.

               The final maturity of the Facility is up to five years
     from the date the definitive credit documentation is executed.
     The interest on the drawings under the Facility is expected to be
     in the range of .325 to 1.00% above the London Interbank Offered
     Rate per annum,  based on Parent's credit rating. Alternatively,
     at Parent's option, the interest on the drawings may be
     calculated at a specified percentage above a base rate, as
     determined by the parties, or through a competitive bid
     procedure. The foregoing description of the terms and provisions
     of the Commitment is qualified in its entirety by reference to
     the text of the commitment letter, a copy of which is attached
     hereto as Exhibit (b)(1). 

               The proceeds of the Facility will be made available to
     finance the payment obligations arising out of the Offer and the
     Proposed Merger. Additional funds which are required to acquire
     the outstanding Shares pursuant to the Offer and the Proposed
     Merger will be obtained in the manner described in Item 4 of
     Schedule 14D-1.

               On November 10, 1994, Parent issued a press release, a
     copy of which is attached hereto as Exhibit (a)(11) and is
     incorporated herein by reference, relating to the commitment
     letter.

     ITEM 5.   PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
     THE BIDDER.

               The information set forth in Item (5)(a) of Schedule
     14D-1 is hereby amended and supplemented by the following
     information:

               On November 9, 1994, Parent issued a press release, a
     copy of which is attached hereto as Exhibit (a)(9) and is
     incorporated herein by reference, announcing the Offer.
               On November 10, 1994, Parent and the Purchaser
     published a summary advertisement, a copy of which is attached
     hereto as Exhibit (a)(10) and incorporated herein by reference,
     relating to the Offer.

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

     (a) (9)   Text of Press Release, dated November 9, 1994
               issued by Parent.

     (a) (10)  Form of Summary Advertisement, dated November 10, 1994.

     (a) (11)  Text of Press Release, dated November 10, 1994 issued
               by Parent.

     (b) (1)   Commitment Letter, dated November 9, 1994, among
               Parent, Citicorp Securities, Inc., Credit Suisse and
               NationsBanc Capital Markets, Inc., as co-arrangers, and
               Citibank, N.A., Credit Suisse and NationsBank of North
               Carolina, N.A., as co-administrative agents.

                                 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:  November 10, 1994

                                     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:  November 10, 1994

                                     UP ACQUISITION CORPORATION

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

                               EXHIBIT INDEX

          Exhibit                                       
          No.                   Description             

          (a) (9)     Text of Press Release, dated
                      November 9, 1994.

          (a) (10)    Form of Summary Advertisement,
                      dated November 10, 1994.

          (a) (11)    Text of Press Release, dated November 10, 1994.

          (b) (1)     Commitment Letter, dated
                      November 9, 1994, among Parent,
                      Citicorp Securities, Inc.,
                      Credit Suisse and NationsBanc
                      Capital Markets, Inc., as co-
                      arrangers, and Citibank, N.A.,
                      Credit Suisse and NationsBank
                      of North Carolina, N.A., as co-
                      administrative agents.

Union Pacific Corporation Logo
                                                   News Release
______________________________________________________________________
                                         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 ANNOUNCES COMMENCEMENT
                                 OF CASH TENDER OFFER

  Bethlehem, PA, November 9, 1994 -- Union Pacific Corporation announced
  today that it has commenced a cash tender offer for 115,903,127 shares
  of Common Stock of Santa Fe Pacific Corporation at $17.50 per share 
  in connection with its proposal announced yesterday.

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares.  The Offer is made solely by the Offer to Purchase 
dated November 9, 1994 and the related Letter of Transmittal and
is being made to all holders of Shares.  The Offer is not being made to
(nor will tenders be accepted from or on behalf of) holders of Shares 
in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction.  In those jurisdictions where securities, blue sky or 
other laws require the Offer to be made by a licensed broker or dealer, 
the Offer shall be deemed to be made on behalf of UP Acquisition 
Corporation by CS First Boston Corporation ("CS First Boston") or 
one or more registered brokers or dealers licensed under the laws of 
such jurisdiction.

                    NOTICE OF OFFER TO PURCHASE FOR CASH
                     115,903,127 SHARES OF COMMON STOCK

                                     OF

                        SANTA FE PACIFIC CORPORATION

                                     AT

                            $17.50 NET PER SHARE

                                     BY

                         UP ACQUISITION CORPORATION

                        A WHOLLY-OWNED SUBSIDIARY OF

                         UNION PACIFIC CORPORATION

               UP Acquisition Corporation, a Utah corporation (the
     "Purchaser") and a wholly-owned subsidiary of Union Pacific
     Corporation, a Utah corporation ("Union Pacific"), hereby offers
     to purchase 115,903,127 shares of Common Stock, par value $1.00
     per share (the "Shares"), of Santa Fe Pacific Corporation, a
     Delaware corporation (the "Company"), at a price of $17.50 per
     Share, net to the seller in cash, without interest thereon, upon
     the terms and subject to the conditions set forth in the Offer to
     Purchase dated November 9, 1994 (the "Offer to Purchase") and in
     the related Letter of Transmittal (which, together with any
     amendments or supplements thereto, constitute the "Offer").

      THE  OFFER, THE  PRORATION  PERIOD AND  WITHDRAWAL RIGHTS  WILL
      EXPIRE AT  12:00  MIDNIGHT, NEW  YORK CITY  TIME, ON  THURSDAY,
      DECEMBER 8, 1994, UNLESS THE OFFER IS EXTENDED.

               THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1)
     THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE
     EXPIRATION OF THE OFFER A NUMBER OF SHARES WHICH, WHEN ADDED TO
     THE SHARES BENEFICIALLY OWNED BY THE PURCHASER AND ITS
     AFFILIATES, CONSTITUTES AT LEAST A MAJORITY OF THE SHARES
     OUTSTANDING ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"),
     (2) THE COMPANY HAVING ENTERED INTO A DEFINITIVE MERGER AGREEMENT
     WITH UNION PACIFIC AND THE PURCHASER TO PROVIDE FOR THE
     ACQUISITION OF THE COMPANY PURSUANT TO THE OFFER AND THE PROPOSED
     MERGER DESCRIBED IN THE OFFER TO PURCHASE, (3) THE STOCKHOLDERS
     OF THE COMPANY NOT HAVING APPROVED THE AGREEMENT AND PLAN OF
     MERGER BETWEEN THE COMPANY AND BURLINGTON NORTHERN INC. (THE
     "BNI/SFP AGREEMENT"), (4) THE PURCHASER BEING SATISFIED THAT
     SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW HAS BEEN
     COMPLIED WITH OR IS INVALID OR OTHERWISE INAPPLICABLE TO THE
     OFFER AND THE PROPOSED MERGER, (5) THE PURCHASER BEING SATISFIED
     THAT THE BNI/SFP AGREEMENT HAS BEEN TERMINATED IN ACCORDANCE WITH
     ITS TERMS AND (6) RECEIPT OF AN INFORMAL WRITTEN OPINION IN FORM
     AND SUBSTANCE SATISFACTORY TO THE PURCHASER FROM THE STAFF OF THE
     INTERSTATE COMMERCE COMMISSION ("ICC"), WITHOUT THE IMPOSITION OF
     ANY CONDITIONS UNACCEPTABLE TO THE PURCHASER, THAT THE VOTING
     TRUST TO BE USED IN CONNECTION WITH THE OFFER AND THE PROPOSED
     MERGER IS CONSISTENT WITH THE POLICIES OF THE ICC AGAINST
     UNAUTHORIZED ACQUISITIONS OF CONTROL OF A REGULATED CARRIER.  THE
     OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN
     THE OFFER TO PURCHASE.  THE OFFER IS NOT CONDITIONED UPON RECEIPT
     OF THE ICC'S APPROVAL OF THE PURCHASER'S ACQUISITION OF CONTROL
     OF THE COMPANY.  IF THE STOCKHOLDERS OF THE COMPANY APPROVE THE
     BNI/SFP AGREEMENT, THE PURCHASER WILL TERMINATE THE OFFER.

               The purpose of the Offer is to acquire a majority of
     the Shares as the first step in a negotiated acquisition of the
     entire equity interest in the Company.  Union Pacific is seeking
     to negotiate with the Company a definitive acquisition agreement
     (the "Proposed Merger Agreement") pursuant to which the Company
     would, as soon as practicable following consummation of the
     Offer, consummate a merger (the "Proposed Merger") with the
     Purchaser or another direct or indirect wholly-owned subsidiary
     of Union Pacific.  In the Proposed Merger, each outstanding Share
     (other than Shares held by Union Pacific, the Purchaser or any
     other direct or indirect wholly-owned subsidiary of Union Pacific
     and Shares held in the treasury of the Company) would be
     converted into the right to receive 0.354 shares of common stock,
     par value $2.50 per share, of Union Pacific.

               The Purchaser expressly reserves the right, in its sole
     judgment, at any time or from time to time and regardless of
     whether any of the events set forth in Section 14 of the Offer to
     Purchase shall have been determined by the Purchaser to have
     occurred, (i) to extend the period of time during which the Offer
     is open and thereby delay acceptance for payment of, and the
     payment for, any Shares, by giving oral or written notice of such
     extension to the Depositary (as defined in the Offer to Purchase)
     and (ii) to amend the Offer in any respect by giving oral or
     written notice of such amendment to the Depositary.  Any such
     extension, amendment or termination will be followed as promptly
     as practicable by public announcement thereof, such announcement
     in the case of an extension, to be issued not later than 9:00
     A.M., New York City time, on the next business day after the
     previously scheduled Expiration Date (as defined in the Offer to
     Purchase).  During any such extension, all Shares previously
     tendered and not withdrawn will remain subject to the Offer,
     subject to the right of a tendering stockholder to withdraw such
     stockholder's Shares.

               If more than 115,903,127 Shares shall be properly
     tendered prior to the Expiration Date and not withdrawn in
     accordance with Section 4 of the Offer to Purchase, the Purchaser
     will, upon the terms and subject to the conditions of the Offer,
     purchase 115,903,127 Shares on a pro rata basis (with adjustments
     to avoid purchases of fractional Shares) based upon the number of
     Shares properly tendered prior to the Expiration Date and not
     withdrawn.  If fewer than 115,903,127 Shares shall have been
     properly tendered prior to the Expiration Date and not withdrawn
     and the number of Shares so tendered and not withdrawn shall not
     have satisfied the Minimum Condition, the Purchaser may (i)
     terminate the Offer and return all tendered Shares to tendering
     stockholders, (ii) extend the Offer and retain all such Shares
     until the expiration of the Offer, as extended, subject to the
     terms of the Offer (including any rights of stockholders to
     withdraw their Shares), or (iii) waive the Minimum Condition and
     purchase all properly tendered Shares.  Due to the difficultly of
     determining the precise number of Shares properly tendered and
     not withdrawn, if proration is required, the Purchaser does not
     expect to announce the final results of proration or pay for any
     Shares until at least seven New York Stock Exchange, Inc. trading
     days after the Expiration Date.  Preliminary results of proration
     will be announced by press release as promptly as practicable
     after the Expiration Date.  Holders of Shares may obtain such
     preliminary information when it becomes available from the
     Information Agent and may be able to obtain such information from
     their brokers.

               For purposes of the Offer, the Purchaser will be deemed
     to have accepted for payment, and thereby purchased, Shares
     validly tendered and not withdrawn as, if and when the Purchaser
     gives oral or written notice to the Depositary of the Purchaser's
     acceptance of such Shares for payment pursuant to the Offer.  In
     all cases, upon the terms and subject to the conditions of the
     Offer, payment for Shares purchased pursuant to the Offer will be
     made by deposit of the purchase price therefor with the
     Depositary which will act as agent for tendering stockholders for
     the purpose of receiving payment from the Purchaser and
     transmitting payment to validly tendering stockholders.  Under no
     circumstances will interest on the purchase price for Shares be
     paid by the Purchaser by reason of any delay in making such
     payment.  In all cases, payment for Shares purchased pursuant to
     the Offer will be made only after timely receipt by the
     Depositary of (a) certificates for such Shares ("Certificates")
     or a book-entry confirmation of the book-entry transfer of such
     Shares into the Depositary's account at the Depository Trust
     Company, the Midwest Securities Trust Company or the Philadelphia
     Depository Trust Company (each a "Book-Entry Transfer Facility"
     and, collectively, the "Book-Entry Transfer Facilities"),
     pursuant to the procedures set forth in the Offer to Purchase,
     (b) the Letter of Transmittal (or facsimile thereof) properly
     completed and duly executed, with any required signature
     guarantees, or an Agent's Message (as defined in the Offer to
     Purchase) in connection with a book-entry transfer, and (c) any
     other documents required by the Letter of Transmittal.

               If, for any reason whatsoever, acceptance for payment
     of any Shares tendered pursuant to the Offer is delayed, or if
     the Purchaser is unable to accept for payment or pay for Shares
     tendered pursuant to the Offer, then, without prejudice to the
     Purchaser's rights set forth in the Offer to Purchase, the
     Depositary may, nevertheless, on behalf of the Purchaser, retain
     tendered Shares and such Shares may not be withdrawn except to
     the extent that the tendering stockholder is entitled to and duly
     exercises withdrawal rights as described in Section 4 of the
     Offer to Purchase.  Any such delay will be an extension of the
     Offer to the extent required by law.

               If certain events occur, the Purchaser will not be
     obligated to accept for payment or pay for any Shares tendered
     pursuant to the Offer.  If any tendered Shares are not purchased
     pursuant to the Offer for any reason (including because of
     proration) or are not paid for because of invalid tender, or if
     Certificates are submitted representing more Shares than are
     tendered, Certificates representing unpurchased or untendered
     Shares will be returned, without expense to the tendering
     stockholder (or, in the case of Shares delivered by book-entry
     transfer into the Depositary's account at a Book-Entry Transfer
     Facility pursuant to the procedures set forth in Section 3 of the
     Offer to Purchase, such Shares will be credited to an account
     maintained within such Book-Entry Transfer Facility), as soon as
     practicable following the expiration, termination or withdrawal
     of the Offer and determination of the final results of proration.

               Except as otherwise provided in Section 4 of the Offer
     to Purchase, tenders of Shares made pursuant to the Offer are
     irrevocable.  Shares tendered pursuant to the Offer may be
     withdrawn at any time prior to 12:00 Midnight, New York City
     time, on Thursday, December 8, 1994 (or if the Purchaser shall
     have extended the period of time for which the Offer is open, at
     the latest time and date at which the Offer, as so extended by
     the Purchaser, shall expire) and unless theretofore accepted for
     payment and paid for by the Purchaser pursuant to the Offer, may
     also be withdrawn at any time after January 7, 1995.  In order
     for a withdrawal to be effective, a written, telegraphic or
     facsimile transmission notice of withdrawal must be timely
     received by the Depositary at one of its addresses set forth on
     the back cover of the Offer to Purchase.  Any notice of
     withdrawal must specify the name of the person who tendered the
     Shares to be withdrawn, the number of Shares to be withdrawn, and
     if Certificates for Shares have been tendered, the name of the
     registered holder of the Shares as set forth in the tendered
     Certificate, if different from that of the person who tendered
     such Shares.  If Certificates for Shares have been delivered or
     otherwise identified to the Depositary, then prior to the
     physical release of such Certificates, the serial numbers shown
     on such Certificates evidencing the Shares to be withdrawn must
     be submitted to the Depositary and the signature on the notice of
     withdrawal must be guaranteed by a member firm of a registered
     national securities exchange, a member of the National
     Association of Securities Dealers, Inc. or a commercial bank or
     trust company having an office or correspondent in the United
     States (each an "Eligible Institution") unless such Shares have
     been tendered for the account of an Eligible Institution.  If
     Shares have been tendered pursuant to the procedures for book-
     entry transfer set forth in Section 3 of the Offer to Purchase,
     any notice of withdrawal must also specify the name and number of
     the account at the appropriate Book-Entry Transfer Facility to be
     credited with the withdrawn Shares and otherwise comply with such
     Book-Entry Transfer Facility's procedures.  Withdrawal of tenders
     of Shares may not be rescinded, and any Shares properly withdrawn
     will be deemed not to be validly tendered for purposes of the
     Offer.  Withdrawn Shares may, however, be retendered by repeating
     one of the procedures in Section 3 of the Offer to Purchase at
     any time before the Expiration Date.  The Purchaser, in its sole
     judgment, will determine all questions as to the form and
     validity (including time of receipt) of notices of withdrawal,
     and such determination will be final and binding.

               The information required to be disclosed by Rule 14d-
     6(e)(1)(vii) of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as amended,  is contained in the
     Offer to Purchase and is incorporated herein by reference.

               On November 9, 1994, the Purchaser sent or gave the
     Offer to Purchase and the related Letter of Transmittal and other
     relevant materials to the Company's stockholders and sent or gave
     such materials to brokers, dealers, commercial banks, trust
     companies and similar persons whose names, or the names of whose
     nominees, appear on the Company's stockholder list, or, if
     applicable, who are listed as participants in a clearing agency's
     security position listing for subsequent transmittal to
     beneficial owners of Shares.

               THE OFFER TO PURCHASE AND THE RELATED LETTER OF
     TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ
     CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

               Questions and requests for assistance may be directed
     to the Information Agent or the Dealer Manager at their
     respective addresses and telephone numbers set forth below. 
     Requests for copies of the Offer to Purchase, the Letter of
     Transmittal and other related materials may be directed to the
     Information Agent, the Dealer Manager or to brokers, dealers,
     commercial banks or trust companies.

                  The Information Agent for the Offer is:

                             MORROW & CO., INC.

           909 Third Avenue, 20th Floor     39 South LaSalle Street
             New York, New York  10022     Chicago, Illinois  60603
           (212) 754-8000 (Call Collect) (312) 444-1150 (Call Collect)

                                     or

                      Call Toll Free 1 (800) 662-5200

                    The Dealer Manager for the Offer is:

                              CS FIRST BOSTON

                             Park Avenue Plaza
                            55 East 52nd Street
                         New York, New York  10055
                       (212) 909-2000 (Call Collect)

     November 10, 1994

          [Union Pacific Letterhead]                   News Release
          FOR IMMEDIATE RELEASE

          UNION PACIFIC CORPORATION ANNOUNCED COMMITMENT LETTER 
          TO FINANCE SANTA FE ACQUISITION

          Bethlehem, PA, November 10, 1994 . . . Union Pacific
          Corporation (NYSE: UNP) announced today that it signed a
          commitment letter with a group of banks, including
          Citicorp Securities, Inc., Credit Suisse and NationsBanc
          Capital Market, Inc. to provide aggregate financing of $2
          billion for Union Pacific's tender offer for Santa Fe
          Pacific Corporation (NYSE: SFX).

               The commitment letter is subject to certain
          conditions, including, among others, the execution of
          mutually acceptable loan documentation, the absence of a
          material adverse change in Union Pacific or Santa Fe and
          the absence of a material change in the terms of Union
          Pacific's tender offer for Santa Fe.

                                               [EXECUTION COUNTERPART]
     November 8, 1994

     Union Pacific Corporation
     Attention: Gary M. Stuart
            Vice President and Treasurer

                  $2,000,000,000 Revolving Credit Facility
                             Commitment Letter 

     Ladies and Gentlemen:

     You have advised us that Union Pacific Corporation (the
     "Company") desires to establish a Revolving Credit Facility (the
     "Facility"), the proceeds of which would be used for the
     Company s general corporate purposes and to finance an
     acquisition transaction (the "Acquisition") heretofore described
     by the Company to the Co-Arrangers referred to in the Summary of
     Terms and Conditions attached as Annex I (the "Summary of Terms
     and Conditions").  You have asked Citibank, N.A. ("Citibank"),
     Credit Suisse and NationsBank of North Carolina, N.A.
     ("NationsBank") (collectively, the "Co-Administrative Agents") to
     commit to provide you with financing commitments for the entire
     Facility.  

     Citicorp Securities, Inc. ("Citicorp Securities"), on behalf of
     Citibank, and Credit Suisse and NationsBanc Capital Markets, Inc.
     ("NCMI", on behalf of NationsBank) (collectively, the "Co-
     Arrangers") are pleased to inform you of the commitments of
     Citibank, Credit Suisse and NationsBank on a several basis to
     provide the entire amount of the Facility, subject to the terms
     and conditions described in this letter and to the Summary of
     Terms and Conditions (collectively, and together with the Fee
     Letter referred to below, the "Commitment Letter"), such
     commitments to be in the following amounts:

          Citibank:                $700,000,000
          Credit Suisse:           $650,000,000
          NationsBank:             $650,000,000

     Syndication

     The Co-Arrangers reserve the right (subject to the next
     paragraph), prior to or after the execution of definitive
     documentation with respect to the Facility, to syndicate all or a
     portion of their respective commitments to one or more other
     financial institutions that will become parties to such
     definitive documentation pursuant to a syndication to be managed
     by the Co-Arrangers (the financial institutions becoming parties
     to such definitive documentation being collectively referred to
     herein as the "Lenders"). You understand that the Co-Arrangers
     intend to commence syndication efforts promptly and that they may
     elect to appoint one or more syndication agents (which may
     include Citibank, Credit Suisse or NationsBank ) to direct the
     syndication efforts on their behalf. 

     The Co-Arrangers will act as the syndication agents with respect
     to the Facility, and will manage all aspects of the syndication
     in consultation with you, including the identity of and the
     timing of all offers to potential Lenders, the acceptance of
     commitments, and the determination of the amounts offered and the
     compensation provided. 

     You agree to take all action as the Co-Arrangers may reasonably
     request to assist them in forming a syndicate acceptable to them. 
     Your assistance in forming such a syndicate shall include but not
     be limited to: (i) making senior management and representatives
     of the Company available to participate in information meetings
     with potential Lenders at such times and places as the Co-
     Arrangers may reasonably request; (ii) using your best efforts to
     ensure that the syndication efforts benefit from your lending
     relationships; and (iii) providing the Co-Arrangers with all
     information available to the Company reasonably deemed necessary
     by them to successfully complete the syndication.

     To ensure an orderly and effective syndication of the Facility,
     you agree that until the later of the Closing Date (as defined in
     the Summary of Terms and Conditions) and the termination of the
     syndication (as determined by the Co-Arrangers), you will not,
     and will not permit any of your affiliates to, syndicate or
     issue, attempt to syndicate or issue, announce or authorize the
     announcement of the syndication or issuance of, or engage in
     discussions concerning the syndication or issuance of, any debt
     facility or debt security (including any renewals thereof) in the
     commercial bank market, without the prior written consent of the
     Co-Arrangers, provided, however, that the foregoing shall not
     limit your ability to issue commercial paper, equity, public debt
     securities or privately placed debt securities, nor to borrow
     under your existing credit facilities; and provided, that the
     foregoing shall not prevent the renewal of the Company's
     $600,000,000 Revolving Credit Agreement dated as of March 2,
     1993, as amended, on terms that are not more onerous on the
     Company than those for the Facility.

     You agree that no additional agents, co-agents or arrangers will
     be appointed, or other titles conferred, without the consent of
     the Co-Arrangers.  You agree that no Lender will receive any
     compensation of any kind for its participation in the Facility,
     except as expressly provided for in the Fee Letter (as defined
     below) or in Annex I.

     Conditions Precedent

     The commitments hereunder are subject to: (i) the preparation,
     execution and delivery of mutually acceptable loan documentation,
     including a credit agreement incorporating substantially the
     terms and conditions outlined in this Commitment Letter; (ii) the
     absence of (A) a material adverse change in the business,
     condition (financial or otherwise), operations, performance or
     properties of the Company, or the Company and its subsidiaries
     taken as a whole, since December 31, 1993, except as disclosed in
     the Company's most recent annual report on Form 10-K or in its
     quarterly reports on Form 10-Q for the first two fiscal quarters
     of 1994, and (B) any change in loan syndication, financial or
     capital market conditions generally that, in the reasonable
     judgment of the Co-Arrangers, would materially impair syndication
     of the Facility; (iii) the satisfaction of the Co-Arrangers that
     there is no material change in the structure or terms of the
     tender offer as announced on November 8, 1994; (iv) the accuracy
     and completeness of all representations that you make to us and
     all information that you furnish to us and your compliance with
     the terms of this Commitment Letter; (v) the payment in full of
     all fees, expenses and other amounts payable under this
     Commitment Letter; (vi) a closing of the Facility on or prior to
     February 10, 1995 or such later date as may be mutually agreed;
     and (vii) the absence of any litigation or other proceedings that
     could reasonably be expected to have a material adverse effect
     upon the syndication of the Facility or upon the business,
     condition (financial or otherwise), operations, performance or
     properties of the Company, or the Company and its subsidiaries
     taken as a whole.

     Commitment Termination

     The commitments set forth in this Commitment Letter will
     terminate at 5:00 p.m. (New York City time) on February 10, 1995
     or such later date as the Co-Arrangers may agree in writing,
     unless the Facility closes on or before such date.  Prior to such
     date, this Commitment Letter may be terminated by you at any time
     at your option upon payment of all fees, expenses and other
     amounts then payable under this Commitment Letter.

     Fees

     In addition to the fees described in Annex I, you agree to  pay
     the fees set forth in that certain letter between you and us of
     even date herewith (the "Fee Letter").  The terms of the Fee
     Letter are an integral part of the commitment hereunder, and
     constitute part of this Commitment Letter for all purposes
     hereof.  Each of the fees described in the Fee Letter shall be
     nonrefundable when paid.

     Indemnification

     You agree to indemnify and hold harmless each Co-Arranger, each
     Co-Administrative Agent, each Lender and each of their respective
     affiliates and each of their respective officers, directors,
     employees, agents, advisors and representatives (each, an
     "Indemnified Party") from and against any and all claims,
     damages, losses, liabilities and expenses (including, without
     limitation, fees and disbursements of counsel), joint or several,
     that may be incurred by or asserted or awarded against any
     Indemnified Party, in each case arising out of or in connection
     with or relating to any investigation, litigation or proceeding
     or the preparation of any defense with respect thereto, arising
     out of or in connection with or relating to this Commitment
     Letter or the loan documentation or the transactions contemplated
     hereby or thereby or any use made or proposed to be made with the
     proceeds of the Facility, whether or not such investigation,
     litigation or proceeding is brought by the Company, any of its
     shareholders or creditors, an Indemnified Party or any other
     person, or an Indemnified Party is otherwise a party thereto, and
     whether or not the transactions contemplated hereby are
     consummated, except to the extent such claim, damage, loss,
     liability or expense results from such Indemnified Party's gross
     negligence or willful misconduct or arises out of a final, non-
     appealable judgment against such Indemnified Party in favor of
     the Company on the basis of a breach of this Commitment Letter or
     the definitive loan documentation. 

     You agree that no Indemnified Party shall have any liability
     (whether direct or indirect, in contract, tort or otherwise) to
     the Company or any of its shareholders or creditors for or in
     connection with the transactions contemplated hereby, except to
     the extent such liability is found in a final non-appealable
     judgment by a court of competent jurisdiction to have resulted
     from such Indemnified Party's gross negligence or willful
     misconduct; provided, that nothing in this paragraph shall be
     deemed to constitute a waiver of any claim the Company may
     hereafter have for breach by any party of this Commitment Letter
     or the definitive loan documentation; and provided, further, that
     in no event shall any Indemnified Party be liable for any
     indirect or consequential damages.

     Costs and Expenses

     In further consideration of the commitments hereunder, and
     recognizing that in connection herewith Citibank, Credit Suisse,
     NationsBank and the Co-Arrangers are incurring substantial costs
     and expenses (including, without limitation, fees and
     disbursements of counsel and their syndication agent(s), filing
     and recording fees and due diligence, syndication (including
     printing, distribution and bank meetings), transportation,
     computer, duplication, messenger, appraisal, audit, insurance and
     consultant costs and expenses), you hereby agree to pay, or
     reimburse Citibank, Credit Suisse, NationsBank and the Co-
     Arrangers on demand for, all such reasonable costs and expenses
     (whether incurred before or after the date hereof, but excluding
     overhead expenses incurred prior to the date hereof), regardless
     of whether any of the transactions contemplated hereby are
     consummated.  You also agree to pay all costs and expenses of
     Citibank, Credit Suisse, NationsBank and the Co-Arrangers
     (including, without limitation, fees and disbursements of
     counsel) incurred in connection with the enforcement of any of
     their rights and remedies hereunder.

     Confidentiality

     By accepting delivery of this Commitment Letter, you agree that
     this Commitment Letter is for your confidential use only and that
     neither its existence nor the terms hereof will be disclosed by
     you to any person other than your officers, directors, employees,
     accountants, attorneys and other advisors, and then only on a
     "need to know" basis in connection with the transactions
     contemplated hereby and on a confidential basis.  Notwithstanding
     the foregoing, following your acceptance of the provisions hereof
     and your return of an executed counterpart of this Commitment
     Letter to us as provided below, (i) you may make public
     disclosure of the existence and amount of the commitments
     hereunder (but excluding from any document or information so
     disclosed the Fee Letter or any of the terms therein) and of the
     identity of the Co-Arrangers and Co-Administrative Agents, (ii)
     you may file a copy of this Commitment Letter (excluding,
     however, the Fee Letter) in any public record in which it is
     required by law to be filed and (iii) you may make such other
     public disclosures of the terms and conditions of this Commitment
     Letter as you are required by law or court order, in the opinion
     of your counsel, to make.  

     Representations and Warranties of the Company

     You represent and warrant that (i) all information concerning the
     Company and its subsidiaries (excluding financial projections)
     that has been or will hereafter be made available to Citibank,
     Credit Suisse, NationsBank, any Co-Arranger, any Lender or any
     potential Lender by you or any of your representatives in
     connection with the transactions contemplated hereby is and will
     be complete and correct in all material respects and does not and
     will not contain any untrue statement of a material fact or omit
     to state a material fact necessary in order to make the
     statements contained therein not misleading in light of the
     circumstances under which such statements were or are made and
     (ii) all financial projections concerning the Company and its
     subsidiaries, if any, that have been or will be prepared by you
     and made available to Citibank, Credit Suisse, NationsBank, any
     Co-Arranger, any Lender or any potential Lender have been or will
     be prepared in good faith based upon reasonable assumptions (it
     being understood that such projections are subject to significant
     uncertainties and contingencies, many of which are beyond the
     Company's control, and that no assurance can be given that the
     projections will be realized).  You agree to supplement the
     information and projections from time to time so that the
     representations and warranties contained in this paragraph remain
     correct.

     In issuing this commitment, Citibank, Credit Suisse, NationsBank
     and each Co-Arranger are relying on the accuracy of the
     information furnished to them by or on behalf of the Company and
     its affiliates without independent verification thereof.

     No Third Party Reliance, Etc.

     The agreements of Citibank, Credit Suisse, NationsBank and each
     Co-Arranger hereunder and of any Lender that issues a commitment
     to provide financing under the Facility are made solely for the
     benefit of the Company and may not be relied upon or enforced by
     any other person.  Please note that those matters that are not
     covered or made clear herein or in Annex I or in the Fee Letter
     are subject to mutual agreement of the parties.  The terms and
     conditions of this commitment may be modified only in writing.

     You should be aware that Citibank, Credit Suisse, NationsBank,
     any Co-Arranger or one or more of their respective affiliates may
     be providing financing or other services to parties whose
     interests may conflict with yours.  Be assured, however, that
     consistent with the longstanding policy of each of Citibank,
     Credit Suisse and NationsBank to hold in confidence the affairs
     of its customers, none of said entities nor any of their
     respective affiliates will furnish confidential information
     obtained from you to any of its other customers.  By the same
     token, none of said entities nor any of their respective
     affiliates will make available to you confidential information
     that it obtained or may obtain from any other customer.

     Governing Law, Etc.

     This Commitment Letter shall be governed by, and construed in
     accordance with, the laws of the State of New York.  This
     Commitment Letter sets forth the entire agreement between the
     parties with respect to the matters addressed herein and
     supersedes all prior communications, written or oral, with
     respect hereto. This Commitment Letter may be executed in any
     number of counterparts, each of which, when so executed, shall be
     deemed to be an original and all of which, taken together, shall
     constitute one and the same Commitment Letter.  Delivery of an
     executed counterpart of a signature page to this Commitment
     Letter by telecopier shall be as effective as delivery of a
     manually executed counterpart of this Commitment Letter.  Your
     obligations under the paragraphs captioned "Syndication" (fourth
     paragraph), "Fees", "Indemnification", "Costs and Expenses" and
     "Confidentiality" shall survive the expiration or termination of
     this Commitment Letter.

     Waiver of Jury Trial

     EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
     IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
     CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
     COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
     ACTIONS OF CITIBANK, CREDIT SUISSE, NATIONSBANK OR ANY CO-
     ARRANGER OR THE COMPANY IN THE NEGOTIATION, PERFORMANCE OR
     ENFORCEMENT HEREOF.

     Please indicate your acceptance of the provisions hereof by
     signing the enclosed copy of this Commitment Letter and the Fee
     Letter and returning them to Douglas H. Greeff, Vice President,
     Citicorp Securities, Inc., 399 Park Avenue, New York, New York 
     10043 (telecopier: 212-793-3963) at or before 5:00 p.m. (New York
     City time) on Thursday, November 10, 1994, the time at which the
     commitments hereunder (if not so accepted prior thereto) will
     expire.  If you elect to deliver this Commitment Letter by
     telecopier, please arrange for the executed original to follow by
     next-day courier.

                                   Very truly yours,

                                   CITICORP SECURITIES, INC., on its own behalf
                                     and on behalf of Citibank, N.A.

                                   By: /s/ Robert J. Harrity
                                       _____________________
                                   Title: Vice President

                                   CREDIT SUISSE

                                   By: /s/ Eileen O'Connell Fox
                                       _____________________
                                   Title: Member of Senior Management

                                   By: /s/ Adrian Germann
                                       _____________________
                                   Title: Associate

                                   NATIONSBANC CAPITAL MARKETS, INC.

                                   By: /s/ Michael J. Zupon
                                       _____________________
                                   Title: Director

                                   NATIONSBANK OF NORTH CAROLINA, N.A.

                                   By: /s/ Michael D. Monte
                                       _____________________
                                   Title: Vice President

     ACCEPTED AND AGREED
     this ___ day of ___, 199_:

     UNION PACIFIC CORPORATION

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

     _________________________________________________________________

     CITICORP                                             ANNEX I
     SECURITIES,
     INC.

                         UNION PACIFIC CORPORATION
                         $2,000,000,000
                         REVOLVING CREDIT FACILITY
                         SUMMARY OF TERMS AND CONDITIONS

     BORROWER:           Union Pacific Corporation ( UPC ) or an
                         appropriate acquisition subsidiary under the
                         unconditional guarantee of UPC (in either
                         case, the  Borrower ).

     LENDERS:            Citibank, N.A. ( Citibank ), Credit Suisse,
                         NationsBank of North Carolina, N.A.
                         ( NationsBank ) and a syndicate of banks (the
                          Lenders ) to be arranged by the Borrower and
                         the Co-Arrangers referred to below.

     CO-ARRANGERS:       Citicorp Securities, Inc., Credit Suisse and
                         NationsBanc Capital Markets, Inc. 

     CO-ADMINISTRATIVE AGENTS:
                         Citibank, Credit Suisse and NationsBank.

     FACILITY:           An aggregate of up to $2 billion (the
                          Facility ).

     COMMITMENT PERIOD:  Until February 10, 1995 or such later date as
                         may be agreed by the parties in writing
                         (provided, that the Lenders shall have no
                         obligation to agree to any such extension).

     PURPOSE:            To finance the tender offer for not less than
                         a majority of the shares of Santa Fe Pacific
                         Corporation announced on November 8, 1994
                         (the  tender offer ) and, after the
                         consummation of the tender offer, for general
                         corporate purposes of the Borrower.

     MATURITY:           Up to 5 years from the date (the  Closing
                         Date ) of the signing of definitive credit
                         documentation.

     UPFRONT FEES:       As set forth in the fee letter.

     AGENCY FEE:         As set forth in the fee letter.

     INTEREST RATES AND
     INTEREST PERIODS:   Eurodollar Rate option with margins set forth
                         in Attachment A, plus comparable Base Rate
                         and Competitive Bid options.

     DOCUMENTATION:      The commitments will be subject to
                         preparation, execution and delivery of
                         mutually acceptable loan documentation which
                         will contain appropriate conditions
                         precedent, representations and warranties,
                         covenants, events of default, yield
                         protection, funding loss, capital adequacy,
                         tax and other normal provisions.  Such
                         provisions shall be based as closely as
                         reasonably practicable upon the comparable
                         provisions set forth in the existing
                         $800,000,000 Revolving Credit Agreement dated
                         as of March 2, 1993, as amended (the
                          Existing Agreement ) (subject always to the
                         rights of the Lenders and the Borrower to be
                         satisfied in form and substance with the
                         terms and conditions of the loan
                         documentation).

     PREPAYMENT:         Substantially similar to the prepayment
                         provisions in the Existing Agreement.  In
                         addition, in the event of any disposition of
                         shares acquired pursuant to the Acquisition
                         (or shares of any successor company), the net
                         proceeds of such disposition shall be applied
                         forthwith to prepay the Loans (with
                         corresponding pro tanto reductions of the
                         commitments).

     OPTIONAL COMMITMENT
     REDUCTION:          Substantially similar to corresponding
                         provisions in the Existing Agreement.

     REPRESENTATIONS
     AND WARRANTIES:     To include corporate organization and
                         existence, good standing, authorization and
                         non-contravention of applicable
                         organizational documents, law or contracts,
                         enforceability, financial statements, no
                         material adverse change, no contravention of
                         the federal margin regulations, and ERISA
                         matters, and absence of material litigation
                         or proceedings, including without limitation
                         any such litigation or proceedings that may
                         have a material adverse effect on the
                         consummation of the Acquisition or on the
                         Borrower or any of its subsidiaries, taken as
                         a whole; and in addition, representations and
                         warranties as to environmental matters and
                         accuracy of information provided.

     CONDITIONS PRECEDENT:
                         To include Board resolutions and other
                         necessary actions and approvals; secretary s
                         certificates; satisfactory legal opinions;
                         accuracy of representations and warranties
                         (provided, that the representations and
                         warranties as to the absence of any material
                         adverse change and as to litigation shall be
                         made as of the Closing Date only); absence of
                         any actual or incipient event of default;
                         absence of any material change in the
                         structure or terms of the tender offer as
                         announced, the satisfaction of the Lenders
                         with the related merger agreement and any
                         related voting trust arrangements, and
                         satisfaction (without waiver) of the
                         conditions set forth in the tender offer.

     AFFIRMATIVE COVENANTS:
                         To include maintenance of books,
                         corporate existence, maintenance of
                         properties, compliance with laws and
                         insurance; net worth; delivery of financial
                         statements and other information; notice of
                         defaults and litigation; and delivery of
                         certificates regarding financial statements.

     NEGATIVE COVENANTS: To include negative pledge clause; debt-to-
                         net-worth restriction; restriction on
                         fundamental changes; prohibition of sale of
                         certain stock; compliance with ERISA; no
                         material amendments of the tender offer
                         documentation or the related merger agreement
                         or voting trust arrangements without consent,
                         such consent not to be unreasonably withheld.

     EVENTS OF DEFAULT:  To include nonpayment of principal;
                         nonpayment of interest or fees within 10 days
                         after the date due; material breach of
                         representations and warranties; violation of
                         covenants for 30 days after notice; cross
                         acceleration of debt in excess of $20 million
                         principal amount in the aggregate; bankruptcy
                         of the Borrower or any of the Railroads; and
                         ERISA.

     ASSIGNMENTS AND
     PARTICIPATIONS:     The Borrower may not assign its rights or
                         obligations under the Facility without the
                         prior written consent of the Lenders.  The
                         Lenders shall be permitted to assign loans
                         and commitments with the consent of the
                         Borrower, such consent not to be unreasonably
                         withheld, and to grant participations in the
                         loans and commitments.  Assignees will have
                         all the rights and obligations of the
                         assignor Lender.  Participations shall be
                         without restriction.  The voting rights for
                         participants will be limited to changes in
                         amount, tenor and rate.

     INDEMNIFICATION:    The loan documentation will include
                         indemnification of the Co-Arrangers, the
                         Co-Administrative Agents and the Lenders
                         and each of their respective affiliates,
                         officers, directors, employees, agents,
                         advisors and representatives (which
                         shall cover the matters referred to in,
                         and shall include the same exceptions as
                         are contained in, the Commitment Letter
                         under the heading  Indemnification ).

     EXPENSES:           All reasonable legal, arrangement and out-of-
                         pocket expenses of the Co-Arrangers and Co-
                         Administrative Agents (including the
                         reasonable fees, disbursements and other
                         charges of Citibank s counsel) shall be
                         reimbursed by the Borrower.

     LAW:                New York; submission to New York
                         jurisdiction; waiver of jury trial.

     _________________________________________________________________

                                                        Attachment A

     UNION PACIFIC CORPORATION

     PRICING FOR 5-YEAR ACQUISITION REVOLVING CREDIT FACILITY
      ________________________________________________________________

                  Ratings                  Applicable Percentage

                                          UNDRAWN         DRAWN**
      ________________________________________________________________

      Category 1
      Rated A or higher by S&P; AND        .10%           .325%
      Rated A2 or higher by Moody's
      ________________________________________________________________

      Category 2
      Rated lower than A and equal
      to or higher than BBB+ by S&P;
      AND                                 .125%           .375%
      Rated lower than A2 and equal
      to or higher than
      Baa1 by Moody's
      ________________________________________________________________

      Category 3
      Rated lower than BBB+ and
      equal to or higher than BBB-
      by S&P;                             .1875%          .45%
      AND
      Rated lower than Baa1 and
      equal to or higher than Baa3
      by Moody's
      ________________________________________________________________

      Category 4
      Rated lower than BBB- by S&P;       .25%            1.00%
      OR
      Rated lower than Baa3 by
      Moody's
      ________________________________________________________________

      UTILIZATION FEE (>50%)              .0%             .125%

     *  IF THE RATINGS ESTABLISHED BY MOODY'S AND S&P SHOULD FALL
     WITHIN DIFFERENT CATEGORIES, THE APPLICABLE PERCENTAGE SHALL BE
     DETERMINED BY REFERENCE TO THE NUMERICALLY LOWER CATEGORY.

     ** MARGIN OVER LIBOR.