UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 1-12166
Southern Pacific Rail Corporation
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(Exact name of registrant as specified in its charter)
Southern Pacific Building, One Market Plaza, San Francisco, CA 94105
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Common Stock, par value $.001 per share
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(Title of each class of securities covered by this Form)
None
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(Title of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provi-
sion(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) (X) Rule 12h-3(b)(1)(i) (X)
Rule 12g-4(a)(1)(ii)( ) Rule 12h-3(b)(1)(ii) ( )
Rule 12g-4(a)(2)(i) ( ) Rule 12h-3(b)(2)(i) ( )
Rule 12g-4(a)(2)(ii)( ) Rule 12h-3(b)(2)(ii) ( )
Rule 15d-6 ( )
Approximate number of holders of record as of the certification or notice
date: 1
Pursuant to the requirements of the Securities Exchange Act of 1934
Southern Pacific Rail Corporation has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.
Southern Pacific Rail Corporation
Date: September 11, 1996 By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one
of which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name
and title of the person signing the form shall be typed or printed under
the signature.
September 11, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Southern Pacific Rail Corporation
Ladies and Gentlemen:
On behalf of Southern Pacific Rail Corporation,
a Delaware corporation (the "Company"), transmitted
herewith for filing pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12g-4 promulgated thereunder, and Section 12(h) of
the Exchange Act and Rule 12h-3 promulgated thereunder,
is a copy of the Company's Form 15.
Please telephone the undersigned at (212) 735-
2194 with any questions on the enclosed.
Very truly yours,
/s/ Michael L. Bunder
cc: New York Stock Exchange, Inc.
