SCHEDULE 14A INFORMATION

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                    Exchange Act of 1934

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                   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).

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(X)   Check box if any party of the fee is offset as provided by
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      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 18, 1994

        MAP NO. 1

        Map showing location of major rail lines of railroad
        subsidiaries of Union Pacific Corporation and Santa Fe
        Pacific Corporation (including rail lines over which
        Santa Fe Pacific has rights pursuant to haulage
        agreements), as well as certain rail lines of Chicago and
        North Western Railroad connecting to Union Pacific's
        lines.

        MAP NO. 2

        Map showing location of major rail lines of railroad
        subsidiaries of Burlington Northern Inc. and Santa Fe
        Pacific Corporation.

                             MAP NO. 3

        Map showing location of major rail lines of Burlington Northern
        predecessor lines.

        MAP NO. 4

        Map showing location of major rail lines of CSX predecessor lines.

        MAP NO. 5

        Map showing location of major rail lines of Illinois Central and
        Gulf Mobile in Ohio.

        MAP NO. 6

        Map showing location of major rail lines of Norfolk Southern 
        predecessor lines.

        MAP NO. 7 

        Map showing location of major rail lines of Union Pacific predecessor
        lines.

        MAP NO. 8

        Map showing Missouri Kansas Texas and Union Pacific lines in 
        the same vicinity.

        MAP NO. 9

        Map showing major rail lines of the Milwaukee Road and Soo Line.

        MAP NO. 10

        Map showing major rail lines of Wisconsin Central and Fox River
        Valley and Green Bay and Western railroads.

        MAP NO. 11

        Map showing major rail lines of Union Pacific and Southern Pacific.

          THE PARTICIPANTS IN THIS SOLICITATION INCLUDE UNION
          PACIFIC CORPORATION ("UNION PACIFIC") AND THE FOLLOWING
          DIRECTORS AND EXECUTIVE OFFICERS OF UNION PACIFIC:
          Robert P. Bauman (Director), Charles E. Billingsley (Vice
          President, Controller), Richard B. Cheney (Director), E.
          Virgil Conway (Director), Richard K. Davidson (Director, 
          President), John E. Dowling (Vice President -- Corporate
          Development), Spencer F. Eccles (Director), Ursula F.
          Fairbairn (Senior Vice President -- Human Resources),
          Elbridge T. Gerry, Jr. (Director), William H. Gray III
          (Director), John B. Gremillion, Jr. (Vice President --
          Taxes), Judith Richards Hope (Director), Lawrence M.
          Jones (Director), Drew Lewis (Director, Chairman and
          Chief Executive Officer), Richard J. Mahoney (Director),
          Claudine B. Malone (Director), L. White Matthews, III
          (Director, Executive Vice President -- Finance), Mary E.
          McAuliffe (Vice President -- External Relations), Jack L.
          Messman (Director), John R. Meyer (Director), Thomas A.
          Reynolds, Jr. (Director), James D. Robinson, III
          (Director), Robert W. Roth (Director), Gary F. Schuster
          (Vice President -- Corporate Relations), Richard D.
          Simmons (Director), Gary M. Stuart (Vice President and
          Treasurer), Judy L. Swantak (Vice President and Corporate
          Secretary), Carl W. von Bernuth (Senior Vice President
          and General Counsel).  Union Pacific is the beneficial
          holder of 200 shares of the common stock of Santa Fe
          Pacific Corporation ("Santa Fe") purchased on October 6,
          1994.  100 of such shares were purchased for $14 per
          share in an open market transaction entered into on the
          over-the-counter market and 100 of such shares were
          purchased for $13-1/2 per share in an open market
          transaction executed on the NYSE.  No directors or
          executive officers of Union Pacific own any shares of
          Santa Fe common stock.

          CERTAIN EMPLOYEES OF UNION PACIFIC WHO MAY BE
          PARTICIPANTS:
          Mary S. Jones (Assistant Treasurer of Union Pacific),
          Gary W. Grosz (Manager -- Investor Relations of Union
          Pacific), John J. Koraleski (Executive Vice President,
          Finance and Information Technologies of Union Pacific
          Railroad Company), Arthur L. Shoener (Executive Vice
          President, Operations of Union Pacific Railroad Company),
          James V. Dolan (Vice President, Law of Union Pacific
          Railroad Company), Michael F. Kelly (Vice President,
          Marketing -- Services of Union Pacific Railroad Company),
          John H. Rebensdorf (Vice President, Strategic Planning of
          Union Pacific Railroad Company).  The aforementioned
          employees of Union Pacific own in the aggregate less than
          1% of the outstanding shares of Santa Fe common stock. 

          CERTAIN OTHER REPRESENTATIVES OF UNION PACIFIC WHO MAY BE
          PARTICIPANTS:
          Richard H. Bott (Managing Director at CS First Boston
          Corporation), David A. DeNunzio (Managing Director at CS
          First Boston Corporation), Gerald M. Lodge (Managing
          Director at CS First Boston), Stephen C. Month (Director
          at CS First Boston Corporation), Scott R. White
          (Associate at CS First Boston Corporation), Samuel H.
          Schwartz (Associate at CS First Boston Corporation),
          Caroline P. Sykes (Analyst at CS First Boston

          Corporation).  None of the aforementioned employees of CS
          First Boston Corporation own any shares of Santa Fe
          common stock.  In the normal course of its business, CS
          First Boston may trade the debt and equity securities of
          Santa Fe for its own account and the accounts of its
          customers and, accordingly, may at any time hold a long
          or short position in such securities.  As of October 18 ,
          1994, CS First Boston Corporation held a short position
          of 3,573 shares of Santa Fe common stock.

- ----------------------------------------------------------------------------

                                             October 17, 1994

                            MEMORANDUM

                     Re:  UP/Santa Fe Merger

     This memorandum will summarize the key elements of the
factual case that would be included in Union Pacific's
application to the ICC for approval of a UP/Santa Fe merger. 
First, it will address the benefits that will flow from the
merger.  Second, it will discuss the competitive issues and
related conditions that we are prepared to address.

      Our study to date has been conducted without the benefit of
access to internal Santa Fe information or the opportunity for UP
and Santa Fe personnel to explore opportunities for additional
benefits.  ICC merger applications are generally prepared by the
merging railroads jointly, based on a thorough study of relevant
traffic and operating data.  The merging railroads work together
to prepare competitive analyses, traffic studies, an operating
plan for the merged entity, and pro forma financial statements. 
Once a UPC/SFP merger agreement is reached, UP and Santa Fe
personnel will be able to work together in this way to prepare a
comprehensive merger application, and to identify and quantify
still other benefits of the transaction.

                             BENEFITS

     A UP/Santa Fe merger will have major benefits similar to
those presented in our past merger applications but of a much
greater order of magnitude.  These benefits will be in three
major areas:

     *      New single-line service

     *      Very significant service benefits -- indeed
          unprecedented in many respects -- from using the best
          of UP's and Santa Fe's routes and facilities and
          combining UP and Santa Fe traffic volumes

     *      Cost savings and efficiencies

                       Single-Line Service

     Single-line service is strongly preferred by shippers over
joint-line service because it allows more flexible and
competitive pricing, lower transaction costs, reduced delays and
damage from interchange operations, and accountability by a
single carrier for the entire through movement.

     A UP/Santa Fe merger will yield greatly expanded single-line
service for both UP and Santa Fe shippers.  A UP/Santa Fe merger
will provide shippers with new single-line routes in a variety of
important markets, including, among others, the following:

     1.  The Southern Corridor.  A UP/Santa Fe merger will create
direct new single-line routes via the Southern Corridor for
traffic moving between California, Arizona and New Mexico, on the
one hand, and Memphis, New Orleans, Laredo (the premier Mexican
gateway), San Antonio, Little Rock, and many other points in the
South Central region, including a large portion of the Gulf Coast
chemical industry, on the other hand.  Today, only SP offers
Southern Corridor single-line service between most of these
important traffic centers.

     2.  UP Grain to Santa Fe Feeder Markets.  UP/Santa Fe will
create new single-line service from UP grain origins in Nebraska,
Kansas and other states to major feeder markets, including
California's San Joaquin Valley, the Texas panhandle, and
Arizona.

     3.  Santa Fe Grain to UP Export Markets.  Wheat shippers
located along Santa Fe and tributary short lines in Kansas and
Oklahoma will gain access to Pacific Northwest ports, all major
Gulf Coast ports, and the burgeoning Mexico market, greatly
expanding their marketing opportunities.

     4.  Gulf Ports.  Santa Fe shippers will have single-line
access for the first time to important Gulf ports served by UP,
such as New Orleans, Baton Rouge, Lake Charles, Brownsville and
Corpus Christi.

     5.  The Intermountain Region.  UP shippers in the
Intermountain region -- Utah, Colorado, Wyoming and southern
Idaho -- will gain new single-line access to Santa Fe points in
the Southwest for such commodities as food products, soda ash,
copper, steel and fertilizer.

     6.  The Pacific Northwest.  UP shippers of lumber, paper and
food products in the Pacific Northwest will gain single-line
access to Santa Fe destinations.

     7.  Mexico.  Shippers located on the Santa Fe system will
enjoy new single-line access to the principal eastern Mexico
gateways of Laredo and Brownsville.  Santa Fe accesses Mexico
only at El Paso, which is an efficient crossing only for limited
segments of northern Mexican traffic.

      Initial reactions from customers has confirmed our view
that these benefits will be very attractive to the shipping
public.  Based upon those reactions, we believe customers will
find a UP/Santa Fe merger to be very attractive.  While
a BN/Santa Fe combination would also create various new single-
line routes, it cannot match the level of new single-line service
available through a UP/Santa Fe merger.  Though BN and Santa Fe
are largely physically end-to-end on a map, the extent to which
they fit together in traffic terms is more limited than might
appear.  For example, while combining BN and Santa Fe
theoretically creates a single-line route between the Pacific
Northwest and Southern California via Colorado, little if any
traffic would move on such a circuitous route. And while UP/Santa
Fe will provide new, direct single-line service between Mexico's
major traffic centers and California (as well as Santa Fe points
in the Midwest and the South Central region), a BN/Santa Fe
system would reach Mexico only  at El Paso, which is not well-
situated for the bulk of the rapidly-growing volumes of rail
traffic to and from Mexico.

                       New Service Benefits

     In the last five years, the railroad industry has come face-
to-face with a major problem that no one could have predicted two
decades ago, when railroads were in bankruptcy from the Atlantic
Coast to the Midwest.  Today, railroads are running out of
capacity. Segments of UP's Central Corridor are strained to the
limits.  Unlike BN/Santa Fe, a UP/Santa Fe merger provides a one-
time opportunity to make better use of scarce railroad capacity
and resources all the way from the Midwest to the Pacific.  We
expect that combining UP and Santa Fe will dissolve many of these
capacity constraints and provide an opportunity to accommodate
substantial future growth.  Both railroads today mix high-speed
intermodal trains with slower manifest and bulk commodity trains,
a mix that causes delays to both types of trains and absorbs
capacity.  By separating faster from slower trains on different
routes so that trains on each line can run at a more uniform
speed, as well as bypassing chokepoints such as Kansas City,
UP/Santa Fe can simultaneously improve service and use expensive
capacity more efficiently.

      Integration of Santa Fe and UP will allow the merged carrier
to provide shippers with a variety of new -- and in many instances
unprecedented -- service benefits, surpassing those of any of UP's
earlier mergers (Missouri Pacific, Western Pacific and Katy).  The
UP and Santa Fe organizations are very compatible.  Both have
industry-leading commitments to service quality and customer
responsiveness.  We believe that UP and Santa Fe are the best-
managed major rail carriers in the West.  A combination of these
two carriers will lead to a quantum leap into the 21st Century in
both transportation capability and customer service.  

     The specific service benefits that UPC expects to demonstrate
include:

     1.  Service Improvements for Intermodal Traffic.  We are
entering a new "age of intermodalism."  Intermodal rail service
has been booming, but the rail industry has enormous untapped
opportunities to serve new segments of the transportation market. 
Rail intermodal revenues will exceed $7 billion this year, but
motor carrier revenues will exceed $150 billion.  A combined
UP/Santa Fe could compete for much more of that business.

*    Between Chicago and Southern California, UP and Santa Fe will
     be able to provide round-the-clock intermodal departures,
     approximately every four hours.  By increasing service
     frequency, UP/Santa Fe can more closely match the ability of
     truckload motor carriers to leave when the shipper is ready,
     not when the railroad is able, and thereby take traffic
     (including trailers owned by truck lines) off the highways. 
     The result will be to use transportation resources more
     efficiently and to reduce environmentally-damaging emissions. 
     We believe that greater service frequency will also provide
     opportunities to significantly improve trailer, container and
     railcar utilization.

*    Between Chicago and Northern California, UP/Santa Fe will
     increase service frequency as well.  While the Santa Fe's UPS
     service to Northern California will continue to operate
     through the Southern Corridor, most other trains will operate
     via the Central Corridor, freeing capacity on the Santa Fe
     route.

*    Between Chicago and Texas (Dallas/Fort Worth, Houston, and
     the Laredo gateway), train frequency will be increased to
     every six hours or less.  Except for one train in each
     direction via Oklahoma City, UP/Santa Fe will use the
     current, efficient UP route to and from Texas.

*    UP/Santa Fe will improve intermodal service between St. Louis
     and California compared to service provided by either
     railroad today.  UP's route to Southern California via Salt
     Lake City is comparatively slow because of circuity, and
     Santa Fe traffic uses the circuitous and slower Gateway
     Western between Kansas City and St. Louis.  UP/Santa Fe will
     use the UP line between St. Louis and Kansas City and the
     Santa Fe line between Kansas City and Southern California to
     offer through St. Louis-California service with substantial
     transit-time savings.

*    Between the New Orleans gateway and California, UP/Santa Fe
     will provide new through service via Sweetwater.  UP/Santa Fe
     service will shave several hours off any existing SP service
     and at least half a day from the KCS-Santa Fe route.

*    UP's and Santa Fe's Chicago, Southern California and Texas
     intermodal terminals can be used more efficiently.  Although
     details must await completion of joint studies with Santa Fe,
     UP/Santa Fe should be able to redeploy terminal capacity to
     reduce drayage costs and distances for shippers.

     2.   Service Improvements for Automotive Traffic.
UP/Santa Fe will provide much improved service for automotive
industry shippers by combining the traffic of the two railroads. 
As a result, automotive traffic will enjoy reduced transit time
and shippers will realize major savings in inventory costs. 
Importantly for automotive shippers, UP/Santa Fe will be able to
use "bypass blocking" -- blocking of through traffic to avoid
intermediate switching at freight yards -- which greatly reduces
the risk of damage and theft.

     For auto and auto parts shippers:

     *      Solid unit trains will operate from the Great Lakes to
          facilities in Southern California, including Long Beach
          (for export/import traffic).  Transit time will be
          reduced by up to 24 hours.

     *      UP/Santa Fe will improve service by 24 hours between
          California and automotive facilities located on UP in
          Texas and Louisiana. 

     *      By combining traffic flows and using bypass blocking,
          transit time will be reduced for other automotive
          shipments as well.

     3.   Service Improvements for Manifest Freight.
UP/Santa Fe will provide reduced transit time and reduced
intermediate switching throughout the merged system by combining
traffic volumes to provide more frequent service and increased use
of bypass blocking.  Reduced intermediate switching is especially
important to petrochemical shippers, who are very concerned about
safety risks associated with switching activities.  Specific
service improvements will include:

     *      Gulf Coast-California/Arizona service will be improved
          by one to five days, compared to current routings.  UP
          and Santa Fe have not worked together effectively as
          joint-line partners over Sweetwater, TX.  A merged
          UP/Santa Fe system will offer new through freight
          service on this route with much faster transit times.

     *      Southeast-California/Arizona service will be improved. 
          UP's new Livonia Yard in Louisiana will preblock traffic
          to and from eastern carriers for run-through service via
          New Orleans.  Westbound, new trains will carry traffic
          blocked for California points.  Transit time will be
          substantially reduced in both directions.

          East-West traffic via Chicago will enjoy substantially
          improved service as a result of combining traffic
          volumes for run-through service with Conrail, CSXT, GTW
          and Norfolk Southern.  Rather than duplicating blocks,
          as they presently do, UP/Santa Fe will prepare and
          receive more refined blocks in run-through train
          service.  For example, depending on the results of
          traffic studies, UP/Santa Fe should be able to receive
          through blocks of Southern California traffic from
          eastern carriers and assemble through blocks to major
          East Coast locations.

     *      St. Louis-Southern California manifest service, like
          intermodal service in that corridor, will be improved
          for shippers on both railroads by using UP between St.
          Louis and Kansas City and Santa Fe between Kansas City
          and Southern California, both of which are the fastest
          routes.

     *      Memphis gateway-California traffic will be routed via
          Sweetwater, improving service as compared to UP's
          Central Corridor route. Little Rock will be used as a
          distribution point for traffic on run-through trains to
          CSXT and NS at Memphis.

     *      Texas-Pacific Northwest service will be improved by
          using the shorter Santa Fe route via Denver or a new
          Topeka Bypass.

     4.   Service Improvements for Bulk Traffic.

UP/Santa Fe will provide improved reach and service for shippers
of all bulk commodities, and especially for grain and coal
customers.  By separating bulk traffic from expedited traffic to
the maximum extent possible, UP/Santa Fe will expedite both types
of shipments.  Bulk movements will spend less time in sidings
waiting for faster trains to pass.  When congestion arises,
UP/Santa Fe will have alternative routes in most corridors to
relieve the pressure.

     Specific service improvements will include:

     *      UP/Santa Fe will create a new Topeka Bypass route, which
          will allow Powder River Basin coal trains to avoid the
          Kansas City terminal area, a major capacity choke point. 
          Coal traffic can then be shifted among alternative
          routes between Topeka and Texas to avoid congestion.
          Coal shippers located on Santa Fe will gain single-line
          service from the Powder River Basin.

     *      Reduced transit time and increased reliability will
          translate into faster cycle times and major savings in
          private car costs for coal-fired utilities, which have
          hundreds of millions of dollars invested in their car
          fleets.

     *      A UP/Santa Fe combination will have the effect of
          greatly expanding the availability of covered hoppers
          for grain transportation.  The staggered timing of the
          wheat harvest, primarily on Santa Fe lines, and the corn
          and soybean harvests, primarily on UP lines, will permit
          the entire UP and Santa Fe covered hopper fleet to be
          deployed for both sets of harvests.

     *      Sweep-train operations along UP/Santa Fe routes and
          short-line tributaries in the Midwest will provide much
          more efficient equipment utilization.  UP/Santa Fe will
          cut two to four days from car cycle times.

     5.  Fewer Delays From Blocking, Switching and Interchange. 
Combining UP and Santa Fe traffic volumes will allow increased
preblocking of traffic, reduced intermediate switching
requirements, and avoidance of interchange delays. This in turn
will speed shipments, generate major inventory cost savings for
customers, and reduce damage.

     6.  Faster Equipment Turnaround.  A UP/Santa Fe system will
achieve significantly reduced turnaround times for all types of
freight cars, both shipper-owned and railroad-owned, resulting in
major savings for customers and the ability to make more railroad-
owned cars available to shippers when and where they need them.

     We do not believe that BN/Santa Fe can match these dramatic
service improvements, which depend in significant part on the
complementary nature of UP and Santa Fe traffic and facilities.

                     Savings and Efficiencies

     1.  Capital Savings.  A UP/Santa Fe merger will reduce the
need for investments in new capacity that the two railroads would
otherwise have to make separately (and that would have to be made
in the event of a BN/Santa Fe merger). Both UP and Santa Fe are
facing capacity constraints as railroad traffic volumes continue
to rise.  Combining the two systems will yield routing
flexibilities and efficiencies that will translate into greater
capacity and avoided or deferred capital costs.

     2.  Mileage Savings.  Following a UP/Santa Fe merger, large
volumes of traffic will move over shorter routes.  Combining the
lines of the two systems will yield substantial mileage savings
for traffic now moving via UP, Santa Fe or both in the California-
Memphis, California-St. Louis, California-Kansas City, Chicago-
Texas, Chicago-Los Angeles, Chicago-Oakland and Chicago-Kansas
City Corridors.  Mileage savings mean lower fuel costs, crew costs
and equipment costs.

     3.  Consolidation Savings.  There will be large savings from
facility consolidations, elimination of operating and
administrative overheads, and joint management of the two
railroads' locomotive and maintenance-of-way fleets.

     4.  Technologies and Systems.  Major efficiencies will be
realized by using the most efficient technologies and information
systems of each railroad on the combined system.

     5.  Freight Car Savings.  Significant savings will be
realized from the combined management of the two railroads'
freight car fleets.  Joint management of the fleets will, as
already noted, allow UP and Santa Fe to take advantage of
different patterns of seasonal use of their equipment, and will
also allow the combined system to triangulate equipment (including
repositioning of UP cars within California) and to exploit new
backhaul opportunities.

                            COMPETITION

     We have considered the parallel aspects of a UP/Santa Fe
combination.  This is not the first parallel merger to be
presented to or approved by the ICC.  Union Pacific's Katy merger
was largely parallel as was Wisconsin Central's acquisition of the
Fox River Valley and Green Bay & Western Railroads, Soo's
acquisition of the core assets of the Milwaukee Road, the merger
of the Norfolk & Western and the Southern to form Norfolk
Southern, the merger of the Chessie and Family Lines systems to
form CSX, the merger of the Illinois Central and the Gulf, Mobile
& Ohio to form ICG, the merger of the Great Northern and the
Northern Pacific to form Burlington Northern, the merger of the
Seaboard Air Line and the Atlantic Coast Line to form the Seaboard
Coast Line, and the acquisition of the Central of Georgia by the
Southern.  Indeed, most of the rail mergers approved by the ICC
over the past twenty-five years have involved a significant degree
of parallelism.  In fact, efficiency savings are typically greater
in parallel mergers.  Nevertheless, UP has always been willing to
address legitimate competition issues, and we would need to do so
in this transaction as well.

     The service improvements and efficiencies that we expect will
result from combining the UP and Santa Fe railroads will greatly
strengthen rail and transportation competition.  The UP/Santa Fe
system will reach a new level of competitiveness yielding large
savings for customers and attracting traffic from trucks.  The
stronger competitive challenge from UP/Santa Fe will spur our rail
competitors to improve their own service to shippers.

     Even without the grant of competition-enhancing conditions,
there are other strong, competitive railroads in all corridors
that are served by both UP and Santa Fe.  For example, SP provides
strong competition between California and Chicago, and a number of
railroads, including BN, SP, CP Rail/Soo Line, and Kansas City
Southern provide vigorous competition in the Chicago-Kansas City-
Texas Corridor.  Unlike the failed SFSP merger, this merger will
not reduce the number of railroads from two to one in any major
corridor.

     Nonetheless, to ensure competition in all affected markets,
we believe UP can grant conditions that will address all
legitimate competitive issues and actually heighten competition. 
These conditions would focus on rail competition in the Kansas and
Oklahoma grain market and for service-sensitive business moving in
the California-Midwest Corridor.  Although BN and other railroads
serve the Kansas and Oklahoma grain market, UP/Santa Fe would have
a combined position in this market that would arguably raise
competitive concerns. Similarly, although SP provides single-line
service in the California-Midwest Corridor and has recently been
the growth leader in intermodal business, UP and Santa Fe would
have a combined position in California-Midwest intermodal and
automotive flows that also would arguably raise competitive
concerns.  Examples of the conditions we might accept would be a
sale or lease of UP's former OKT line through Kansas and Oklahoma
to Texas, and a grant of trackage rights or other conditions that
would significantly strengthen SP's already-competitive
California-Midwest routes.

     We would also offer access to other railroads at every one of
the relatively few stations involving only a small percentage of
total UP/Santa Fe business -- where UP and Santa Fe are the only
two serving railroads, such as Longview and Bay City, TX, Shawnee,
OK, Abilene, KS, and San Bernardino, CA.

     In all other affected markets, we believe that rail, modal
and source competition will be so strong, postmerger, that no
legitimate competitive concerns should be raised.  The crucial
point is that the benefits of this merger of two efficient, high-
quality, high-service railroads are so great that conditions are
compatible with the transaction.  This is therefore a "win-win"
transaction in terms of both public benefits and competition.

     Erroneous comparisons have been drawn between a UP/Santa Fe
combination and the failed SFSP merger.  SFSP was the only rail
merger to be disapproved by the ICC in recent times.  The
Commission's rejection of the SFSP merger was principally driven
by the fact the applicants in that case refused to acknowledge any
competitive problems and announced at the start -- as BN has
effectively done in this case -- that no conditions would be
considered appropriate.  In the SFSP case, that position was
particularly remarkable given the fact that SFSP involved the
complete elimination of rail competition in a major rail corridor. 
Our position is the diametric opposite.  We recognize there are
competitive issues and are prepared to remedy them through
conditions designed to ensure the continuation and intensification
of rail competition.  

                            CONCLUSION

     We believe that the benefits of a UP/Santa Fe merger are
substantial -- and in some instances unprecedented -- and that 
this merger, coupled with conditions to address competition 
issues, will lead to a highly effective transportation system 
that will produce major benefits for the merging carriers and 
the shipping public. 

                              John H. Rebensdorf
                              Strategic Planning Department
                              Union Pacific Railroad Company

          THE PARTICIPANTS IN THIS SOLICITATION INCLUDE UNION
          PACIFIC CORPORATION ("UNION PACIFIC") AND THE FOLLOWING
          DIRECTORS AND EXECUTIVE OFFICERS OF UNION PACIFIC:
          Robert P. Bauman (Director), Charles E. Billingsley (Vice
          President, Controller), Richard B. Cheney (Director), E.
          Virgil Conway (Director), Richard K. Davidson (Director, 
          President), John E. Dowling (Vice President -- Corporate
          Development), Spencer F. Eccles (Director), Ursula F.
          Fairbairn (Senior Vice President -- Human Resources),
          Elbridge T. Gerry, Jr. (Director), William H. Gray III
          (Director), John B. Gremillion, Jr. (Vice President --
          Taxes), Judith Richards Hope (Director), Lawrence M.
          Jones (Director), Drew Lewis (Director, Chairman and
          Chief Executive Officer), Richard J. Mahoney (Director),
          Claudine B. Malone (Director), L. White Matthews, III
          (Director, Executive Vice President -- Finance), Mary E.
          McAuliffe (Vice President -- External Relations), Jack L.
          Messman (Director), John R. Meyer (Director), Thomas A.
          Reynolds, Jr. (Director), James D. Robinson, III
          (Director), Robert W. Roth (Director), Gary F. Schuster
          (Vice President -- Corporate Relations), Richard D.
          Simmons (Director), Gary M. Stuart (Vice President and
          Treasurer), Judy L. Swantak (Vice President and Corporate
          Secretary), Carl W. von Bernuth (Senior Vice President
          and General Counsel).  Union Pacific is the beneficial
          holder of 200 shares of the common stock of Santa Fe
          Pacific Corporation ("Santa Fe") purchased on October 6,
          1994.  100 of such shares were purchased for $14 per
          share in an open market transaction entered into on the
          over-the-counter market and 100 of such shares were
          purchased for $13-1/2 per share in an open market
          transaction executed on the NYSE.  No directors or
          executive officers of Union Pacific own any shares of
          Santa Fe common stock.

          CERTAIN EMPLOYEES OF UNION PACIFIC WHO MAY BE
          PARTICIPANTS:
          Mary S. Jones (Assistant Treasurer of Union Pacific),
          Gary W. Grosz (Manager -- Investor Relations of Union
          Pacific), John J. Koraleski (Executive Vice President,
          Finance and Information Technologies of Union Pacific
          Railroad Company), Arthur L. Shoener (Executive Vice
          President, Operations of Union Pacific Railroad Company),
          James V. Dolan (Vice President, Law of Union Pacific
          Railroad Company), Michael F. Kelly (Vice President,
          Marketing -- Services of Union Pacific Railroad Company),
          John H. Rebensdorf (Vice President, Strategic Planning of
          Union Pacific Railroad Company).  The aforementioned
          employees of Union Pacific own in the aggregate less than
          1% of the outstanding shares of Santa Fe common stock. 

          CERTAIN OTHER REPRESENTATIVES OF UNION PACIFIC WHO MAY BE
          PARTICIPANTS:
          Richard H. Bott (Managing Director at CS First Boston
          Corporation), David A. DeNunzio (Managing Director at CS
          First Boston Corporation), Gerald M. Lodge (Managing
          Director at CS First Boston), Stephen C. Month (Director
          at CS First Boston Corporation), Scott R. White
          (Associate at CS First Boston Corporation), Samuel H.
          Schwartz (Associate at CS First Boston Corporation),
          Caroline P. Sykes (Analyst at CS First Boston

          Corporation).  None of the aforementioned employees of CS
          First Boston Corporation own any shares of Santa Fe
          common stock.  In the normal course of its business, CS
          First Boston may trade the debt and equity securities of
          Santa Fe for its own account and the accounts of its
          customers and, accordingly, may at any time hold a long
          or short position in such securities.  As of October 18 ,
          1994, CS First Boston Corporation held a short position
          of 3,573 shares of Santa Fe common stock.