SANTA FE PACIFIC CORP
10-K/A, 1994-06-29
RAILROADS, LINE-HAUL OPERATING
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                     Form 10-K/A

          [X]  ANNUAL REPORT PURSUANT TO SECTION TO SECTION 13 OR 15(d) OF 
               THE SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 1993

          [ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the transition period from             to
                                              -----------     -----------

                            Commission file number 1-8627

                             SANTA FE PACIFIC CORPORATION
                (Exact name of registrant as specified in its charter)

                    Delaware                        36-3258709            
            (State of Incorporation)   (I.R.S. Employer Identification No.)

                                 1700 East Golf Road
                           Schaumburg, Illinois 60173-5860

                                     708/995-6000
                 (Registrant's telephone number, including area code)

             Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
               Title of each class              on which registered
               -------------------              -----------------------
               Common Stock, $1.00 par value    New York Stock Exchange
                                                Chicago Stock Exchange
                                                Pacific Stock Exchange






























<PAGE>
          Item 14.  Exhibits, Financial Statement Schedules, and Reports on 
                    Form 8-K.

               See Index to Exhibits on page E-1 for a description for a
          description of the exhibits filed as a part of this Report.















































                                         -1-

<PAGE>











                                      SIGNATURES

               Pursuant to the requirements of Section 13 or 15(d) of the
          Securities Exchange Act of 1934, the registrant has duly caused
          this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.

                                            SANTA FE PACIFIC CORPORATION



                                          By:   /s/  Thomas N. Hund
                                             -----------------------------
                                                     Thomas N. Hund   
                                             Vice President and Controller


          Dated:  June 28, 1994


































                                         -2-

<PAGE>











                             SANTA FE PACIFIC CORPORATION

                                  INDEX OF EXHIBITS


          Exhibit 
          Number    Description
          -------   -----------

          23        Consent of Independent Accountants.

          99(a)     Report of Independent Accountants dated June 24, 1994 and
                    Financial Statements required by Form 11-K related to
                    The Santa Fe Pacific Retirement and Savings Plan for 
                    Salaried Employees.  (Commission File Number 33-26814)
                    (Filed under cover of Form SE as permitted by Rule 311 of
                    Regulation S-T.)

          99(b)     Report of Independent Accountants dated June 24, 1994 and
                    Financial Statements required by Form 11-K related to
                    The Atchison, Topeka and Santa Fe Railway Company -
                    Brotherhood of Locomotive Engineers 401(k) Retirement
                    Plan.  (Commission File Number 33-33413) (Filed under
                    cover of Form SE as permitted by Rule 311 of Regulation
                    S-T.)

          99(c)     Report of Independent Accountants dated June 24, 1994 and
                    Financial Statements required by Form 11-K related to The
                    SFPG Mining Company Retirement and Savings Plan for
                    Hourly Employees. (Commission File Number 33-60628) 
                    (Filed under cover of Form SE as permitted by Rule 311 of
                    Regulation S-T.)

                   













                                         E-1














                                                                 Exhibit 23





                             CONSENT OF INDEPENDENT ACCOUNTANTS
                             __________________________________



                  We hereby consent to the incorporation by reference in
                  the Prospectus constituting part of (i) the Registration
                  Statements on Form S-8 (Nos. 33-12072; 33-26814; 33-
                  33413; and 33-41409; 33-60628; and 33-63208) of Santa Fe
                  Pacific Corporation, (ii) the Prospectus constituting
                  part of the Registration Statement on Form S-3 (No. 33-
                  51435), and (iii) the Post-Effective Amendment 1-D on
                  Form S-8 to the Registration Statement on Form S-14 (No.
                  2-87755) of Santa Fe Pacific Corporation, of (a) our
                  report dated February 4, 1994, appearing on page 19 of
                  the 1993 Annual Report to Shareholders of Santa Fe
                  Pacific Corporation which is incorporated by reference in
                  this Form 10-K; (b) our report on the Consolidated
                  Financial Statement Schedules of Santa Fe Pacific
                  Corporation which appears on page F-1 of this Form 10-K;
                  (c) our report dated June 24, 1994 included in Exhibit
                  99(a) relating to The Santa Fe Pacific Retirement and
                  Savings Plan for Salaried Employees; (d) our report dated
                  June 24, 1994 included in Exhibit 99(b) relating to The
                  Atchison, Topeka and Santa Fe Railway Company -
                  Brotherhood of Locomotive Engineers 401(k) Retirement
                  Plan; and (e) our report dated June 24, 1994 included in
                  Exhibit 99(c) relating to The SFPG Mining Company
                  Retirement and Savings Plan for Hourly Employees.



                  PRICE WATERHOUSE

                  Kansas City, Missouri
                  June 24, 1994






















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