SANTA FE PACIFIC CORP
10-K/A, 1995-06-29
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 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 1994

          [ ]  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
                Preferred Stock Purchase Rights   Chicago Stock Exchange
                                                  Pacific Stock Exchange

<PAGE>



                                       PART IV


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

                 See Index to Exhibits on page E-1 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
                                        (Registrant)  


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


          Date:  June 28, 1995






                                         -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  23, 1995
                    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  23, 1995
                    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.)






                                         E-1











                                                                Exhibit 23



                          CONSENT OF INDEPENDENT ACCOUNTANTS
                          ----------------------------------


          We hereby  consent to the  incorporation by reference in  (i) the
          Registration Statements on Form S-8 (Nos. 33-12072; 33-26814; 33-
          33413;  33-41409;  33-60628; 33-57001;  33-55987;  and 33-63208),
          (ii)  the  Prospectus  constituting   part  of  the  Registration
          Statement  on Form S-3  (No. 33-51435), and  (iii) the Prospectus
          constituting part of  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 21, 1995,
          appearing on  page 19 of  the 1994 Annual Report  to Shareholders
          which is incorporated by reference  in this Annual Report on Form
          10-K/A; (b)  our report dated  June 23, 1995 included  in Exhibit
          99(a) relating to  The Santa  Fe Pacific  Retirement and  Savings
          Plan for  Salaried Employees; and  (c) our report dated  June 23,
          1995 included in  Exhibit 99(b) relating to The  Atchison, Topeka
          and   Santa  Fe  Railway  Company  -  Brotherhood  of  Locomotive
          Engineers 401(k) Retirement Plan.



          PRICE WATERHOUSE LLP

          Kansas City, Missouri
          June 28, 1995








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