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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 11)
Southern Pacific Rail Corporation
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of class of securities)
843584 10 3
(CUSIP number)
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)
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. 11 amends and supplements the
Schedule 13D relating to the beneficial ownership 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"), UPRR and
Parent of 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 Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange
Commission by Purchaser, UPRR and Parent or in the Offer
to Purchase referred to therein.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
The information set forth in Items 4 and 6 of the
Schedule 13D is hereby amended and supplemented by the
following information:
On January 17, 1996, the Company held its scheduled
special meeting of stockholders at which the Company's
stockholders approved and adopted the Merger Agreement.
SIGNATURE
After reasonable 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: January 18, 1996 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
SIGNATURE
After reasonable 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: January 18, 1996 UP ACQUISITION CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
Assistant Secretary
SIGNATURE
After reasonable 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: January 18, 1996 UNION PACIFIC RAILROAD COMPANY
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel