SOUTHERN PACIFIC TRANSPORTATION CO
15-12B, 1996-10-22
RAILROADS, LINE-HAUL OPERATING
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                          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         1-6146        
                                                -------------------------------

             Southern Pacific Transportation Company                  
- -------------------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

     Southern Pacific Building, One Market Plaza, San Francisco, CA 94105  
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
          registrant's principal executive offices)

     First and Refunding Mortgage 8.20% Bonds, Series B, Due 2001          
- -------------------------------------------------------------------------------
       (Title of each class of securities covered by this Form)

                              None                              
- -------------------------------------------------------------------------------
(Title of all other classes of securities for which a duty to file reports
              under Sections 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(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:     0 
                ---------

Pursuant to the requirements of the Securities Exchange Act of 1934, Southern
Pacific Transportation Company has caused this certification/notice to be 
signed on its behalf by the undersigned duly authorized person.

                              SOUTHERN PACIFIC TRANSPORTATION COMPANY


Date:  October 22, 1996       By: /s/ Carl W. von Bernuth                       
       -------------------        ----------------------------------
                                  Carl W. von Bernuth
                                  Vice President and General Counsel

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.





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