SCHEDULE 14A INFORMATION

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

Filed by the Registrant    ( )

Filed by a Party other than the Registrant    (X)

Check the appropriate box:

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

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

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

Payment of Filing Fee (Check the appropriate box):

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

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

      (1)  Amount Previously Paid:  $125 on October 13, 1994
      (2)  Form, Schedule or Registration Statement No.: Schedule 14A
      (3)  Filing Party: Same as above
      (4)  Date Filed: October 13, 1994




                            UNION PACIFIC IMPROVES
                            PROPOSAL TO NEGOTIATE
                            A MERGER WITH SANTA FE

                 PROPOSAL REPRESENTS A SUBSTANTIAL PREMIUM TO
                BURLINGTON NORTHERN MERGER CONSIDERATION BASED
                           ON CURRENT MARKET PRICES

     To All Santa Fe Pacific Stockholders:

     A few days ago Union Pacific Corporation improved its proposal to
     negotiate a merger with Santa Fe.
     WE HAVE SIGNIFICANTLY INCREASED THE CONSIDERATION WE WOULD PROPOSE
     TO PAY UNDER OUR MERGER PROPOSAL.
     Based on current market prices, Union Pacific's new proposal
     represents a substantial premium to the consideration you would
     receive in the Burlington Northern merger -- even after taking into
     account the recent increase agreed to by Burlington Northern. 
     Union Pacific has once again demonstrated its commitment to provide
     Santa Fe stockholders with what it believes is a superior
     alternative to the Burlington Northern merger.

                 WHAT YOU HAVE IS A CLASSIC AUCTION SITUATION

     Two major corporations -- Union Pacific and Burlington Northern --
     want to acquire your Santa Fe shares in a negotiated merger
     transaction.  With two interested parties, this is a classic
     auction situation.  We think the Santa Fe Board of Directors should
     be doing everything in its power to seek to maximize the value of
     your shares.

     BUT, INSTEAD, THIS IS WHAT THE SANTA FE BOARD HAS DONE:

     *    Repeatedly and persistently refused to enter into merger
          negotiations with one of the interested parties -- Union
          Pacific -- concerning the terms of our merger proposal.
     *    Continued to negotiate only with the other interested party --
          Burlington Northern.
     *    Taken action to shut down the potential auction by forcing a
          November 18 stockholder vote on the Burlington Northern
          merger.

                       VOTE THE GOLD PROXY TO KEEP THE
                         UNION PACIFIC PROPOSAL ALIVE

     THE UNION PACIFIC PROPOSAL WILL BE WITHDRAWN IF SANTA FE
     STOCKHOLDERS VOTE TO APPROVE THE BURLINGTON NORTHERN MERGER ON
     NOVEMBER 18.  It is important for you to vote "AGAINST" the
     Burlington Northern merger on the GOLD proxy to keep alive the
     Union Pacific proposal and a possible auction.

     SEND THE SANTA FE BOARD A STRONG MESSAGE TO ENTER INTO GOOD FAITH
     NEGOTIATIONS CONCERNING THE UNION PACIFIC PROPOSAL.  VOTE THE GOLD
     PROXY TODAY.

                            [LOGO] UNION PACIFIC 
                                   CORPORATION

     November 1, 1994
     IF YOU NEED ASSISTANCE OR INFORMATION PLEASE CALL OUR SOLICITOR: 
     MORROW & CO., INC. AT (800) 662-5200.
     Union Pacific's proposal is subject to termination of the
     Burlington Northern/Santa Fe merger agreement in accordance with
     its terms, a due diligence review, negotiation of a mutually
     satisfactory merger agreement with Santa Fe, approval of the
     Interstate Commerce Commission and approval of our respective
     Boards of Directors and stockholders.  The Burlington
     Northern/Santa Fe merger agreement is subject to approval of the
     Interstate Commerce Commission and the respective stockholders of
     Burlington Northern and Santa Fe.  Because of fluctuations in the
     market value of Union Pacific common stock and Burlington Northern
     common stock, there can be no assurances as to the actual value
     that Santa Fe stockholders would receive pursuant to the Union
     Pacific proposal or the Santa Fe/Burlington Northern merger.
     This solicitation is neither an offer to sell nor a solicitation of
     offers to buy any securities which may be issued in any merger or
     similar business combination involving Union Pacific and Santa Fe. 
     The issuance of such securities would have to be registered under
     the Securities Act of 1933 and such securities would be offered
     only by means of a prospectus complying with the requirements of
     such Act.