As filed with the Securities and Exchange Commission
on December 22, 1994
Registration No. 33-57001
============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SANTA FE PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3258709
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification Number)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of Principal Executive Offices including Zip Code)
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY-
BROTHERHOOD OF MAINTENANCE OF WAY EMPLOYEES
401(K) RETIREMENT PLAN
(Full title of plan)
Jeffrey R. Moreland, Esquire
1700 East Golf Road
Schaumburg, Illinois 60173-5860
(708) 995-6000
(Name, address and telephone number of agent for service)
============================================================
Note: This amendment is being filed solely for
the purpose of appropriately tagging the
Exhibits for EDGAR.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has
reasonable grounds to believe it meets all of
the requirements for filing on Form S-8/A and has duly
caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, and State
of Illinois, on the 22nd day of December, 1994.
SANTA FE PACIFIC CORPORATION
/s/ DENIS E. SPRINGER
_____________________
Denis E. Springer
Its: Senior Vice President and Chief
Financial Officer
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report
dated February 4, 1994, except for the retroactive
restatement described in Note 2 of the notes to
consolidated financial statements, as to which the
date is June 29, 1994, appearing on page 11 of
Santa Fe Pacific Corporation's Form 8-K/A dated
October 5, 1994. We also consent to the incorporation
by reference of our report on the Consolidated Financial
Statement Schedules, which appears on page 38 of Santa Fe
Pacific Corporation's Form 8-K dated August 3, 1994.
Price Waterhouse LLP
Kansas City, Missouri
December 20, 1994
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, SANTA FE PACIFIC CORPORATION, a Delaware
corporation (the "Company"), will file with the
Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended,
a Registration Statement on Form S-8 relating to
The Atchison, Topeka and Santa Fe Railway
Company-Brotherhood of Maintenance of Way
Employees 401(k) Retirement Plan (the "Plan"); and
WHEREAS, the undersigned serve the Company
in the capacities indicated.
NOW, THEREFORE, each person whose signature appears
below hereby authorizes any Authorized Officer
acting alone to execute in the name of such person
and in the capacity indicated below, and to
file, any amendments to the registration statement
which any Authorized Officer deems necessary or
advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof,
and to take any other action on behalf of such
persons which any Authorized Officer deems necessary
or desirable in connection herewith. The term
"Authorized Officer" as applied with respect to
any action taken pursuant to this authorization
means (i) any person who is the Company's Chief
Executive Officer, Chief Financial Officer or Vice
President-Law, at the time such action shall be taken
and (ii) any other officer of the Company or
of a wholly-owned subsidiary of the Company who
shall be authorized by any person identified in clause
(i) to act as an Authorized Officer for purposes
of this paragraph.
Pursuant to the requirements of the Securities Act
of 1933, this Power of Attorney has been signed
by the following persons in the capacities indicated
and on the 20th day of December, 1994.
Signature Title
/s/ ROBERT D. KREBS Chairman, President, Chief
______________________ Executive Officer and Director
Robert D. Krebs (Principal Executive Officer)
/s/ DENIS E. SPRINGER Senior Vice President and Chief
_______________________ Financial Officer
Denis E. Springer (Principal Financial Officer)
THOMAS N. HUND Vice President and Controller
_______________________ (Principal Accounting Officer)
Thomas N. Hund
/s/ JOSEPH F. ALIBRANDI Director
_______________________
Joseph F. Alibrandi
/s/ GEORGE DEUKMEJIAN Director
_______________________
George Deukmejian
/s/ BILL M. LINDIG Director
_______________________
Bill M. Lindig
/s/ MICHAEL A. MORPHY Director
_______________________
Michael A. Morphy
/s/ ROY S. ROBERTS Director
_______________________
Roy S. Roberts
/s/ JOHN S. RUNNELLS II Director
_______________________
John S. Runnells II
/s/ JEAN HEAD SISCO Director
_______________________
Jean Head Sisco
/s/ EDWARD F. SWIFT Director
_______________________
Edward F. Swift
/s/ ROBERT H. WEST Director
_______________________
Robert H. West
