SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                          SCHEDULE 14D-1
                          AMENDMENT NO. 8
   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, as amended by Amendment No. 1, dated November 10, 1994,
     Amendment No. 2, dated November 14, 1994,  Amendment No. 3, dated
     November 18, 1994, Amendment No. 4, dated November 22, 1994,
     Amendment No. 5, dated November 23, 1994,  Amendment No. 6, dated
     November 29, 1994, and Amendment No. 7, dated December 2, 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 10.  ADDITIONAL INFORMATION.

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

          On November 28, 1994, the ICC, acting through Chairman
     McDonald, denied petitions of BNI and the Kansas City Southern
     Railway Company ("KCS") and a letter request of the State of
     Colorado Department of Transportation, all seeking to have the
     ICC formally investigate, and solicit public comment on, Parent's
     proposed Voting Trust, and a petition of a number of railroad
     unions (the "rail unions") seeking various declaratory orders
     with regard to the Voting Trust.  BNI, KCS and the rail unions
     subsequently appealed this decision to the full ICC, and Parent
     filed oppositions to these appeals.

          On December 6, 1994, the ICC issued a decision denying a
     request by BNI and others that the ICC staff's informal opinion
     letter be withdrawn pending resolution of the administrative
     appeals, and indicating that a decision on those appeals would be
     forthcoming shortly.  On December 7, 1994, BNI filed an action in
     the U.S. Court of Appeals for the Third Circuit seeking review of
     the December 6 decision and an injunction barring Parent from
     placing the Shares in a Voting Trust until the ICC conducts a
     formal investigation. Parent believes this action is without
     merit. 

          Later on December 7, 1994, Parent issued a press release
     announcing that BNI's lawsuit challenging the use of the Voting
     Trust is entirely without merit.  A copy of the press release is
     attached hereto as Exhibit (a)(20) and incorporated herein by
     reference.

          On December 7, 1994, Parent issued a separate press
     release announcing that it has extended the Expiration Date of
     the Offer to 12:00 midnight, New York City time, on Friday,
     December 23, 1994.  Parent also announced that as of 12:00
     midnight, New York City time, on Tuesday, December 6, 1994,
     approximately 4,000,000 Shares had been tendered in the Offer.  A
     copy of the press release is attached hereto as Exhibit (a)(21)
     and incorporated herein by reference. 

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(20)   Text of Press Release issued by Union Pacific
                    Corporation on December 7, 1994.

          (a)(21)   Text of Press Release issued by Union Pacific
                    Corporation on December 7, 1994.

                                 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:  December 8, 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:  December 8, 1994

                                     UP ACQUISITION CORPORATION

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

                               EXHIBIT INDEX

     Exhibit No.         Description

        (a)(20)          Text of Press Release issued by Union Pacific
                         Corporation on December 7, 1994.

        (a)(21)          Text of Press Release issued by Union Pacific
                         Corporation on December 7, 1994.

          (UNION PACIFIC                     NEWS RELEASE
          CORPORATION - LOGO)

                                             Contact:  610-861-3388
                                             Harvey S. Turner
                                             Director - Public Relations
                                             Martin Tower
                                             Eighth and Eaton Avenues
                                             Bethlehem, PA  18018

                                             FOR IMMEDIATE RELEASE

          UNION PACIFIC SAYS LAWSUIT IS ENTIRELY WITHOUT MERIT

          BETHLEHEM, PA, DECEMBER 7, 1994 -- Union Pacific
          Corporation (NYSE: UNP) said that Burlington Northern's
          suit filed today challenging the use of a voting trust in
          its proposed acquisition of Santa Fe Pacific Corporation
          (NYSE: SFX) is entirely without merit.

               Drew Lewis, Chairman and CEO of Union Pacific, said,
          "The Interstate Commerce Commission staff has approved
          our voting trust despite Burlington Northern's previous
          unsuccessful efforts to challenge it.  In fact, the full
          Commission ruled that it would not withdraw the staff's
          opinion as Burlington Northern had requested." 

               Mr. Lewis added, "It appears that Burlington
          Northern is simply trying to draw attention away from the
          real issue of how their proposal to acquire Santa Fe
          compares with Union Pacific's proposal.  In fact, Santa
          Fe repeatedly requested that Union Pacific use a voting
          trust to enhance its proposal for Santa Fe shareholders. 
          We think all parties -- and certainly Santa Fe's
          shareholders -- would be better served by focusing on the
          sale process."  

          (UNION PACIFIC                     NEWS RELEASE
          CORPORATION - LOGO)

                                             Contact:  610-861-3388
                                             Harvey S. Turner
                                             Director - Public Relations
                                             Martin Tower
                                             Eighth and Eaton Avenues
                                             Bethlehem, PA  18018

                                             FOR IMMEDIATE RELEASE

                 UNION PACIFIC EXTENDS SANTA FE PACIFIC OFFER

          BETHLEHEM, PA, DECEMBER 7, 1994 -- Union Pacific
          Corporation (NYSE: UNP) said today that it has extended
          the expiration date of its tender offer for 115,903,127
          shares of the Common Stock of Santa Fe Pacific
          Corporation (NYSE: SFX) to 12:00 midnight, New York City
          time, on Friday, December 23, 1994.  As of 12:00
          midnight, New York City time, on Tuesday, December 6,
          1994, approximately 4,000,000 shares of Santa Fe Common
          Stock had been tendered in the offer.