SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                SCHEDULE 14D-1
           Tender Offer Statement Pursuant to Section 14(d)(l) of 
                     the Securities Exchange Act of 1934
                              (Amendment No. 3)
                                     and
                                 SCHEDULE 13D
                  under the Securities Exchange Act of 1934
                              (Amendment No. 3)

                      Southern Pacific Rail Corporation
                          (Name of Subject Company)

                          Union Pacific Corporation
                          UP Acquisition Corporation
                        Union Pacific Railroad Company       
                                  (Bidders)

                    Common Stock, Par Value $.001 Per Share     
                        (Title of class of securities)

                                 843584 10 3                  
                     (CUSIP number of class of securities)

                           Richard J. Ressler, Esq.
                          Assistant General Counsel
                          Union Pacific Corporation
                    Martin Tower, 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


                    This Amendment No. 3 amends and supplements the
          Tender Offer Statement on Schedule 14D-1 relating to the
          tender offer by UP Acquisition Corporation ("Purchaser"),
          a Delaware corporation and a wholly owned subsidiary of
          Union Pacific Railroad Company, a Utah corporation
          ("UPRR"), and an indirect wholly owned subsidiary of
          Union Pacific Corporation, a Utah corporation ("Parent"),
          to purchase up to 39,034,471 shares of Common Stock, par
          value $.001 per share (the " Shares"), of Southern
          Pacific Rail Corporation, a Delaware corporation (the
          "Company").

               Unless otherwise indicated herein, each capitalized
          term used and not defined herein shall have the meaning
          assigned to such term in the Schedule 14D-1 or in the
          Offer to Purchase referred to therein.

          ITEM 3.   PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
                    WITH THE SUBJECT COMPANY.

          ITEM 5.   PURPOSE OF THE TENDER OFFER AND PLANS OR
                    PROPOSALS OF THE BIDDER.

          ITEM 7.   CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR
                    RELATIONSHIPS WITH RESPECT TO THE SUBJECT
                    COMPANY'S SECURITIES.

               The information set forth in Items 3, 5 and 7 of the
          Schedule 14D-1 is hereby amended and supplemented by the
          following information:

               On July 21, 1995, at a special telephonic meeting of
          Parent's Board of Directors, Parent's management and
          financial and legal advisors reviewed with the Board the
          status of discussions with the Company and various
          strategic, financial and legal considerations concerning
          a possible transaction with the Company.  No decision was
          reached by the Board, but it was the consensus of
          directors that management and Parent's advisors should
          continue discussions with the Company concerning a
          possible transaction.


                                  SIGNATURE

               After due inquiry and to the best of its knowledge
          and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  August 17, 1995  UNION PACIFIC CORPORATION

                                   By: /s/ Carl W. von Bernuth      
                                       Name: Carl W. von Bernuth   
                                       Title: Senior Vice President 
                                              and General Counsel


                                  SIGNATURE

               After due inquiry and to the best of its knowledge
          and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  August 17, 1995  UP ACQUISITION CORPORATION

                                   By: /s/ Carl W. von Bernuth      
                                       Name: Carl W. von Bernuth
                                       Title: Vice President and    
                                              Assistant Secretary


                                  SIGNATURE

               After due inquiry and to the best of its knowledge
          and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  August 17, 1995  UNION PACIFIC RAILROAD COMPANY

                                   By: /s/ Carl W. von Bernuth      
                                       Name: Carl W. von Bernuth
                                       Title: Senior Vice President 
                                              and General Counsel