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                NEWS RELEASE
     CORPORATION - LOGO)

                                   Contact: 610-861-3382
                                   Gary F. Schuster
                                   Vice President-Corporate Relations
                                   Martin Tower
                                   Eighth and Eaton Avenues
                                   Bethlehem, PA  18018

                 UNION PACIFIC SAYS BURLINGTON NORTHERN'S
                   ICC FILING IS ENTIRELY WITHOUT MERIT

               Bethlehem, PA, November 17, 1994 -- Union Pacific
     Corporation said today that it believed Burlington Northern
     Inc.'s recent filing with the ICC challenging Union Pacific's
     use of a voting trust in its proposed acquisition of Santa Fe
     Pacific Corporation is entirely without merit.

               Dick Davidson, President of Union Pacific, said,
     "Burlington Northern's claims are inconsistent with decades of
     precedent.  We do not believe the ICC has ever refused to allow
     the use of a voting trust.  Our proposed voting trust is a
     'plain vanilla' document.  It raises none of the controversial
     issues that slowed down the approval of the voting trusts in the
     IC/KCS and SFSP transactions."

               Davidson also noted "Union Pacific's use of a voting
     trust in its acquisition proposal has been repeatedly requested
     by Santa Fe Chairman Robert Krebs.  We continue to believe our
     proposal would provide greater value to Santa Fe's shareholders
     than Burlington Northern's proposed transaction which, by not
     using a voting trust, would require Santa Fe shareholders to
     bear the risk and delay associated with ICC review of their
     merger."

               "Instead of complaining to regulators, as Burlington
     Northern has done," Davidson continued, "Union Pacific will
     continue to seek to work with Santa Fe's Board, through a fair
     bidding process, to reach agreement on a transaction that
     maximizes value and is in the best interests of Santa Fe, Union
     Pacific, our respective shareholders and the shipping public."