Rule 424(b)(3)
Registration Statement No. 33-56183
Registration Statement No. 33-56007
PROSPECTUS SUPPLEMENT
SUPPLEMENTAL PROXY INFORMATION
The following items supplement the information disclosed in the
Original Joint Proxy Statement/Prospectus dated October 12, 1994 and the
Supplemental Joint Proxy Statement /Prospectus dated October 28, 1994.
As a result of Union Pacific's hostile proxy solicitation, the
aggregate anticipated fees of D.F. King & Co., Inc. and MacKenzie Partners,
Inc. for their assistance in soliciting proxies on behalf of Santa Fe Pacific
has increased to up to $600,000 plus reasonable out-of-pocket expenses. The
costs of the solicitation are being borne by Santa Fe Pacific.
The disclosure regarding the Goldman, Sachs & Co. pro forma merger
analysis on page 31 of the Original Joint Proxy Statement/Prospectus dated
October 12, 1994 and on page 14 of the Supplemental Joint Proxy
Statement/Prospectus dated October 28, 1994 did not state that the amounts of
earnings per share accretion in the Goldman, Sachs & Co. pro forma merger
analysis excluded certain post-merger non-recurring expenses of approximately
$350 million. See "Other Matters -- Additional Financial Considerations" in
the Original Joint Proxy Statement/Prospectus dated October 12, 1994.
