SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                             SCHEDULE 14D-1
                             AMENDMENT NO. 4
   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 and Amendment No. 3,
     dated November 18, 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:

          The Offer is subject to the conditions set forth in the
     Offer to Purchase, including the condition that the Company enter
     into a definitive merger agreement with Parent and the Purchaser
     to provide for the acquisition of the Company pursuant to the
     Offer and the Proposed Merger (the "Proposed Merger Agreement").
     As of November 21, 1994, the Company has declined to enter into
     discussions with Parent and the Purchaser concerning the Proposed
     Merger Agreement.  As a result, Parent and the Purchaser believe
     it is unlikely that the conditions to the Offer will be satisfied
     at a time when there would be a sufficient period for Parent and
     the Purchaser to disseminate to the Company's stockholders a
     description of the definitive Proposed Merger Agreement prior to
     the scheduled expiration date of the Offer on December 8, 1994. 
     Accordingly, it is likely that, unless terminated, the Offer
     would be extended beyond December 8, 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:  November 22, 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 22, 1994

                                     UP ACQUISITION CORPORATION

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