SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                                   

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

      (b)  On June 29, 1994, Santa Fe Pacific Corporation ("SFP"), and
Burlington  Northern Inc. ("BNI") entered into a definitive  Agreement
and  Plan  of Merger which calls for SFP to merge with and  into  BNI,
with  BNI  being  the surviving corporation.  At the  closing  of  the
merger, each SFP share outstanding will be converted into the right to
receive  0.27 of a share of BNI stock.  Upon completion of the merger,
BNI  will change its name to Burlington Northern Santa Fe Corporation.
Gerald Grinstein, BNI's chairman and chief executive officer, will  be
chairman  of  the  surviving corporation.  Robert D. Krebs,  chairman,
president  and  chief executive officer of SFP, will be president  and
chief  executive officer of the surviving corporation.  Two-thirds  of
the  directors of the surviving corporation will be designated by BNI,
and  one-third of the directors of the surviving corporation  will  be
designated by SFP.

      The  merger has been approved by the boards of directors of  SFP
and  BNI,  but  is still subject to a number of conditions,  including
approval by the stockholders of both BNI and SFP and approval  by  the
Interstate Commerce Commission.

      The  Registrant's  general partner, Santa Fe Pacific  Pipelines,
Inc.,  is  an  indirect, wholly-owned subsidiary of Santa  Fe  Pacific
Corporation.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits:

          See Exhibit Index included herewith.


                               SIGNATURE
                                   
Pursuant  to the requirements 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 PIPELINE PARTNERS, L.P.
                                        (Registrant)
                         
                         By: Santa Fe Pacific Pipelines, Inc., as
                         General Partner
                         
     Date: July 11, 1994 By:        /s/ ROBERT L. EDWARDS
                            -----------------------------------
                                     Robert L. Edwards
                                   Senior Vice President,
                           Treasurer and Chief Financial Officer
                               (On behalf of the Registrant)

<PAGE>
                             EXHIBIT INDEX


  2      Agreement  and  Plan of Merger dated as of June  29,  1994,
         between  Burlington  Northern Inc.  and  Santa  Fe  Pacific
         Corporation.   Incorporated by reference to  Exhibit  2  to
         Current  Report on Form 8-K dated as of June 29,  1994,  of
         Santa Fe Pacific Corporation (Commission File No. 1-8627).
         
  99.1   Letter  Agreement dated June 29, 1994, regarding  corporate
         governance  issues.  Incorporated by reference  to  Exhibit
         99.1  to  Current Report on Form 8-K dated as of  June  29,
         1994, of Santa Fe Pacific Corporation (Commission File  No.
         1-8627).
         
  99.2   Letter  Agreement dated June 29, 1994, regarding disclosure
         schedules.   Incorporated by reference to Exhibit  99.2  to
         Current  Report on Form 8-K dated as of June 29,  1994,  of
         Santa Fe Pacific Corporation (Commission File No. 1-8627).
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3475}]
{"company-data": {"conformed-name": "SANTA FE PACIFIC PIPELINE PARTNERS LP", "cik": "0000840251", "assigned-sic": "4610", "irs-number": "954191066", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10066", "film-number": "94538475"}, "business-address": {"street1": "888 S FIGUEROA ST", "street2": "C/O SANTA FE PACIFIC PIPELINES INC", "city": "LOS ANGELES", "state": "CA", "zip": "90017", "phone": "2136141095"}, "mail-address": {"street1": "C/O B H DEVOS /SANTA FE PACIFIC PIPELINE", "street2": "888 SOUTH FIGUEROA ST", "city": "LOS ANGELES", "state": "CA", "zip": "90017"}}
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                                   

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

      (b)  On June 29, 1994, Santa Fe Pacific Corporation ("SFP"), and
Burlington  Northern Inc. ("BNI") entered into a definitive  Agreement
and  Plan  of Merger which calls for SFP to merge with and  into  BNI,
with  BNI  being  the surviving corporation.  At the  closing  of  the
merger, each SFP share outstanding will be converted into the right to
receive  0.27 of a share of BNI stock.  Upon completion of the merger,
BNI  will change its name to Burlington Northern Santa Fe Corporation.
Gerald Grinstein, BNI's chairman and chief executive officer, will  be
chairman  of  the  surviving corporation.  Robert D. Krebs,  chairman,
president  and  chief executive officer of SFP, will be president  and
chief  executive officer of the surviving corporation.  Two-thirds  of
the  directors of the surviving corporation will be designated by BNI,
and  one-third of the directors of the surviving corporation  will  be
designated by SFP.

      The  merger has been approved by the boards of directors of  SFP
and  BNI,  but  is still subject to a number of conditions,  including
approval by the stockholders of both BNI and SFP and approval  by  the
Interstate Commerce Commission.

      The  Registrant's  general partner, Santa Fe Pacific  Pipelines,
Inc.,  is  an  indirect, wholly-owned subsidiary of Santa  Fe  Pacific
Corporation.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits:

          See Exhibit Index included herewith.

                               SIGNATURE
                                   
Pursuant  to the requirements 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 PIPELINE PARTNERS, L.P.
                                        (Registrant)
                         
                         By: Santa Fe Pacific Pipelines, Inc., as
                         General Partner
                         
     Date: July 11, 1994 By:        /s/ ROBERT L. EDWARDS
                            -----------------------------------
                                     Robert L. Edwards
                                   Senior Vice President,
                           Treasurer and Chief Financial Officer
                               (On behalf of the Registrant)
EXHIBIT INDEX

  2      Agreement  and  Plan of Merger dated as of June  29,  1994,
         between  Burlington  Northern Inc.  and  Santa  Fe  Pacific
         Corporation.   Incorporated by reference to  Exhibit  2  to
         Current  Report on Form 8-K dated as of June 29,  1994,  of
         Santa Fe Pacific Corporation (Commission File No. 1-8627).
         
  99.1   Letter  Agreement dated June 29, 1994, regarding  corporate
         governance  issues.  Incorporated by reference  to  Exhibit
         99.1  to  Current Report on Form 8-K dated as of  June  29,
         1994, of Santa Fe Pacific Corporation (Commission File  No.
         1-8627).
         
  99.2   Letter  Agreement dated June 29, 1994, regarding disclosure
         schedules.   Incorporated by reference to Exhibit  99.2  to
         Current  Report on Form 8-K dated as of June 29,  1994,  of
         Santa Fe Pacific Corporation (Commission File No. 1-8627).