As filed with the Securities and Exchange Commission 
on December 21, 1994

Registration No. 33-_____

============================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                             FORM S-8

                      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)

                 CALCULATION OF REGISTRATION FEE 

Title of securities to be registered:
Common Stock, ($1.00 par value per share)

Amount to be registered:
1,500,000 shares

Proposed maximum offering price per share (1):
$16.75

Proposed maximum aggregate offering price (1):
$25,125,000

Amount of registration fee:
$8,664

Title of securities to be registered:
Interests in 401(K) Retirement Plan (2)

Amount to be registered:
- --

Proposed maximum offering price per share (1):
- --

Proposed maximum aggregate offering price (1):
- --

Amount of registration fee:
- --

(1) Pursuant to Rules 457(c) and (h) under the Securities 
Act of 1933, the proposed maximum offering price per share 
is the average of the high and low sale prices reported by 
the New York Stock Exchange on December 15, 1994.  

(2) Pursuant to Rule 416(c) under the Securities Act of 
1933, this registration statement also covers an 
indeterminate amount of plan interests to be offered or sold
pursuant to The Atchison, Topeka and Santa Fe Railway 
Company - Brotherhood of Maintenance of Way Employees 
401(k) Retirement Plan.

============================================================

                              PART I

              INFORMATION REQUIRED IN THE PROSPECTUS

The information called for in Part I of Form S-8 is 
currently included in the prospectus for The Atchison, 
Topeka and Santa Fe Railway Company - Brotherhood of 
Maintenance of Way Employees 401(k) Retirement Plan 
(the "Plan"), and is not being filed with or included 
in this Form S-8 in accordance with the rules and 
regulations of the Securities and Exchange 
Commission (the "SEC").


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.  The 
following documents filed by Santa Fe Pacific Corporation 
(the "Registrant") with the SEC are incorporated in this
registration statement by reference:

1.  The Registrant's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1993 (File No. 1-8627), 
including Amendment No. 1 on Form 10K/A dated June 29, 
1994, and Amendment No. 2 on Form 10K/A dated October 5, 
1994;

2.  The Registrant's Quarterly Report on Form 10-Q for 
the quarter ended March 31, 1994, including Amendment 
No. 1 on Form 10-Q/A dated October 5, 1994;

3.  The Registrant's Quarterly Report on Form 10-Q 
for the quarter ended June 30, 1994, including Amendment 
No. 1 on Form 10-Q/A dated October 5, 1994;

4.  The Registrant's Quarterly Report on Form 10-Q 
for the quarter ended September 30, 1994;

5.  The Registrant's Current Report on Form 8-K 
dated January 19, 1994;

6.  The Registrant's Current Report on Form 8-K 
dated June 29, 1994, including Amendment No. 1 on 
Form 8-K/A dated July 29, 1994;

7.  The Registrant's Current Report on Form 8-K 
dated August 3, 1994, including Amendment No. 1 
on Form 8-K/A dated October 5, 1994;

8.  The Registrant's Current Report on Form 8-K 
dated October 5, 1994;

9.  The Registrant's Current Report on Form 8-K 
dated October 19, 1994;

10.  The Registrant's Current Report on Form 8-K 
dated October 28, 1994;

11.  The Registrant's Current Report on Form 8-K 
dated November 2, 1994;

12.  The Registrant's Current Report on Form 8-K 
dated November 28, 1994; and

13.  The description of the Santa Fe Pacific 
Corporation Common Stock (the "Common Stock") as set 
forth under the sections "Comparison of Certain 
Revisions of Certificates of Incorporation and 
By-Laws of SFSP, Santa Fe and Southern Pacific" and
"Description of Common Stock of SFSP" in the Joint 
Proxy Statement - Prospectus of Santa Fe and 
Southern Pacific, dated November 10, 1983, which 
sections are incorporated by reference in Item 4 
of the Registrant's registration statement on 
Form 8-B filed with the Commission on November 29, 1983.

In addition, all documents filed by the Registrant 
or the Plan pursuant to Sections 13(a), 13(c), 
14 or 15(d) of the Securities Exchange Act of 
1934 (the "Exchange Act"), subsequent to the date
hereof and prior to the filing of a post-effective
amendment indicating that all securities offered 
pursuant to this registration statement have been 
sold or deregistering all such securities then 
remaining unsold, shall be deemed to be incorporated 
by reference herein and to be part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.  
Not Applicable.

Item 6.  Indemnification of Directors and Officers.  
The Registrant's Restated Certificate of 
Incorporation provides that directors of the 
Registrant will not be personally liable for
monetary damages for breaches of fiduciary 
duty as directors, except for liability for: 
(1) any breach of the duty of loyalty to the 
Registrant or its stockholders, (2) acts or 
omissions not in good faith or that involve 
intentional misconduct or a knowing violation 
of law, (3) dividends or other distributions 
of corporate assets that are in contravention 
of certain statutory or contractual restrictions 
or (4) any transaction from which the director 
derives an improper personal benefit.

The General Corporation Law of the State of 
Delaware (the "Delaware Statute") provides for 
indemnification of directors, officers and
employees in certain situations.  The Delaware 
Statute, by its terms, expressly permits 
indemnification where such a person acted
in good faith and in a manner such person 
reasonably believed to be in, or not opposed 
to, the corporation's best interests, and, in a
criminal action, if such person had no 
reasonable cause to believe that his or her 
conduct was unlawful.  In the case of a claim 
by a third party (i.e., a party other than 
the corporation), the Delaware Statute expressly 
permits indemnification for expenses, judgments, 
settlement payments, and other costs.  In the 
case of a claim by or in the right of the 
corporation (including stockholder derivative 
suits), the Delaware Statute expressly provides 
for indemnification for expenses only, and 
not for amounts paid in judgment or settlement 
of such actions.  Moreover, a corporation cannot, 
under the Delaware Statute, provide for 
indemnification against expenses in the case 
of an action by or in the right of the corporation 
if the person seeking indemnification is adjudged
liable to the corporation, unless the indemnification 
is ordered by a court.  The Delaware Statute also 
permits advancement of expenses to directors and 
officers upon receipt of any undertaking by such
director or officer to repay all amounts advanced 
if it shall ultimately be determined that he or 
she is not entitled to be indemnified by the 
corporation.  In addition, the Delaware Statute
specifically provides that its terms shall not 
be deemed exclusive of any other right to 
indemnification to which a director, officer
or employee may be entitled under any by-law, 
agreement, or vote of stockholders or disinterested 
directors.

In addition, the By-Laws of the Registrant 
provide that the Registrant shall indemnify, to 
the full extent permitted by law, any person 
made, or threatened to be made, a party to an 
action, suit, or proceeding, whether civil, 
criminal, administrative or investigative, by 
reason of the fact that he or his legal 
representative or the legal representative 
of his estate, is or was a director, officer, 
or employee of the Registrant, or served or
serves any other enterprise or organization 
at the request of the Registrant.  The 
Registrant has also entered into individual
indemnification agreements with its directors 
and officers.  At an annual meeting of 
stockholders on April 28, 1987, the Registrant's
stockholders ratified such agreements and 
authorized substantially similar agreements 
in the future with directors, officers and key
employees.  The indemnification provided by 
such agreements is described in the Registrant's 
Notice of Annual Meeting of Stockholders-Proxy 
Statement dated March 18, 1987 at pages 21
through 24 and such description is incorporated 
herein by reference.

The Registrant also maintains directors' 
and officers' liability insurance.

The Plan states that The Atchison, Topeka and 
Santa Fe Railway Company (and any other 
corporations affiliated with that company
which participate in the Plan) shall indemnify 
and hold harmless each member of its Board 
of Directors, the Administration Committee, 
and each of its officers and employees from 
and against any and all liability, loss, 
costs, charges, expenses, claims and demands 
of every kind and character arising out of 
or in any way resulting from, the acts, 
omissions or conduct of any such persons in 
the management, operation and administration 
of the Plan and the trust which any of them 
may suffer, incur or sustain, except that
The Atchison, Topeka and Santa Fe Railway
Company shall not indemnify and hold harmless 
any such person who, with respect to such 
acts, omissions or conduct, is guilty of 
willful misconduct or lack of good faith.  
The Plan also provides that the Plan or The
Atchison, Topeka and Santa Fe Railway Company 
may purchase fiduciary liability insurance 
for any members of the board of directors 
of The Atchison, Topeka and Santa Fe Railway 
Company, for the Administration Committee, 
and their members and for the officers and 
employees of The Atchison, Topeka and Santa 
Fe Railway Company.

Item 7.  Exemption from Registration Claimed.  
Not Applicable.

Item 8.  Exhibits.

4(a) Restated Certificate of Incorporation of 
the Registrant, as amended April 26, 1989 
(incorporated herein by reference to Exhibit
3(a) to the Registrant's Report on Form 10-K 
for the fiscal year ended December 31, 1989).

4(b) By-Laws of the Registrant, as amended 
April 27, 1993 (incorporated herein by reference 
to Exhibit 3 to the Registrant's Report on Form 
10-Q for the quarter ended March 31, 1993).

23 Consent of Price Waterhouse, independent 
accountants.

24 Power of Attorney.

In addition, the Registrant hereby undertakes 
that it will submit or has submitted the Plan 
and any amendment thereto to the Internal 
Revenue Service in a timely manner and has 
made or will make all changes required by 
the Internal Revenue Service in order
to qualify the Plan under Section 401 of the 
Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

1. The Registrant hereby undertakes:

   (a) To file, during any period in which offers 
or sales are being made, a post-effective 
amendment to this registration statement:

       (i) To include any prospectus required 
by Section 10(a)(3) of the Securities Act of 1933;

       (ii) To reflect in the prospectus any 
facts or events arising after the effective date 
of the registration statement (or the most 
recent post-effective amendment thereof) which,
individually, or in the aggregate, represent a 
fundamental change in the information set forth 
in the registration statement;

       (iii) To include any material information 
with respect to the plan of distribution not 
previously disclosed in the registration statement 
or any material change to such information in the 
registration statement;

   Provided, however, that paragraphs (a)(i) and 
(a)(ii) do not apply if the information required 
to be included in a post-effective amendment 
by those paragraphs is contained in periodic
reports filed by the registrant pursuant to 
Section 13 or Section 15(d) of the Exchange Act 
that are incorporated by reference in the
registration statement.

(b) That, for the purpose of determining any 
liability under the Securities Act of 1933, each 
such post-effective amendment shall be deemed to 
be a new registration statement relating to the
securities offered therein, and the offering of 
uch securities at that time shall be deemed to 
be the initial bona fide offering thereof.

(c) To remove from registration by means of a 
post-effective amendment any of the securities 
being registered which remain unsold at the 
termination of the offering.

2. The Registrant hereby undertakes that, for 
the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective 
amendment and each filing of the Registrant's annual 
report pursuant to Section 13(a) or Section 15(d) of 
the Exchange Act (and, where applicable, each 
filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act) that 
is incorporated by reference in the registration
statement shall be deemed to be a new registration 
statement relating to the securities offered therein, 
and the offering of such securities at that time 
shall be deemed to be the initial bona fide 
offering thereof.

3. Insofar as indemnification for liabilities 
arising under the Securities Act of 1933 may be 
permitted to directors, officers and controlling 
persons of the Registrant and affiliated companies
pursuant to the provisions described in Item 6 above, 
or otherwise, the Registrant has been informed 
that in the opinion of the SEC such indemnification 
is against public policy as expressed in the
Act and is therefore unenforceable.  In the 
event that a claim for indemnification against 
such liabilities (other than the payment by
the Registrant of expenses incurred or paid 
by a director, officer or controlling person 
of the Registrant in the successful defense
of any action, suit or proceeding) is asserted 
by such director, officer or controlling person 
in connection with the securities being registered, 
the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification 
by it is against public policy as expressed in
the Act and will be governed by the final 
adjudication of such issue.



                            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 and has duly
caused this 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 20th day of December, 1994.

SANTA FE PACIFIC CORPORATION 


By:   /s/ DENIS E. SPRINGER
      _____________________
      Denis E. Springer
Its:  Senior Vice President and Chief
      Financial Officer

Pursuant to the requirements of the Securities Act 
of 1933, this registration statement 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*          Chief Executive Officer and 
__________________________    and Director (Principal 
Robert D. Krebs               Executive Officer)

/s/ DENIS E. SPRINGER         Senior Vice President and 
__________________________    Chief Financial Officer 
Denis E. Springer             (Principal Financial Officer)

/s/ 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

* By:  /s/ DENIS E. SPRINGER,
______________________________
as attorney-in-fact pursuant to the power of
attorney included as Exhibit 24 to this 
Registration Statement

                             THE PLAN

Pursuant to the requirements of the Securities Act of 
1933, the Plan has duly caused this registration 
statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the 
City of Schaumburg, State of Illinois, on the 
20th day of December, 1994.

THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY - 
BROTHERHOOD OF MAINTENANCE OF WAY EMPLOYEES 
401(K) RETIREMENT PLAN


By:  /s/ JOHN J. FLEPS
     ______________________________________________
Its: Chairman of the Administration Committee
     ______________________________________________


Exhibit                                        Sequential 
Number            Description                  Page Number
_______           ___________                  ___________

4(a) Restated Certificate of Incorporation of 
the Registrant, as amended April 26, 1989 
(incorporated herein by reference to Exhibit 3(a) 
to the Registrant's Report on Form 10-K for the 
fiscal year ended December 31, 1989).             --

4(b) By-Laws of the Registrant, as amended April
27, 1993 (incorporated herein by reference to 
Exhibit 3 to the Registrant's Report on Form 
10-Q for the quarter ended March 31, 1993).       --

23 Consent of Price Waterhouse, independent 
accountants.                                      10

24 Power of Attorney.                             11


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)


/s/ 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



c:\work\125179.3
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As filed with the Securities and Exchange Commission 
on December 21, 1994

Registration No. 33-_____

============================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8

                      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)

                 CALCULATION OF REGISTRATION FEE 

Title of securities to be registered:
Common Stock, ($1.00 par value per share)

Amount to be registered:
1,500,000 shares

Proposed maximum offering price per share (1):
$16.75

Proposed maximum aggregate offering price (1):
$25,125,000

Amount of registration fee:
$8,664

Title of securities to be registered:
Interests in 401(K) Retirement Plan (2)

Amount to be registered:
- --

Proposed maximum offering price per share (1):
- --

Proposed maximum aggregate offering price (1):
- --

Amount of registration fee:
- --

(1) Pursuant to Rules 457(c) and (h) under the Securities 
Act of 1933, the proposed maximum offering price per share 
is the average of the high and low sale prices reported by 
the New York Stock Exchange on December 15, 1994.  

(2) Pursuant to Rule 416(c) under the Securities Act of 
1933, this registration statement also covers an 
indeterminate amount of plan interests to be offered or sold
pursuant to The Atchison, Topeka and Santa Fe Railway 
Company - Brotherhood of Maintenance of Way Employees 
401(k) Retirement Plan.

============================================================

                              PART I

              INFORMATION REQUIRED IN THE PROSPECTUS

The information called for in Part I of Form S-8 is 
currently included in the prospectus for The Atchison, 
Topeka and Santa Fe Railway Company - Brotherhood of 
Maintenance of Way Employees 401(k) Retirement Plan 
(the "Plan"), and is not being filed with or included 
in this Form S-8 in accordance with the rules and 
regulations of the Securities and Exchange 
Commission (the "SEC").

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.  The 
following documents filed by Santa Fe Pacific Corporation 
(the "Registrant") with the SEC are incorporated in this
registration statement by reference:

1.  The Registrant's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1993 (File No. 1-8627), 
including Amendment No. 1 on Form 10K/A dated June 29, 
1994, and Amendment No. 2 on Form 10K/A dated October 5, 
1994;

2.  The Registrant's Quarterly Report on Form 10-Q for 
the quarter ended March 31, 1994, including Amendment 
No. 1 on Form 10-Q/A dated October 5, 1994;

3.  The Registrant's Quarterly Report on Form 10-Q 
for the quarter ended June 30, 1994, including Amendment 
No. 1 on Form 10-Q/A dated October 5, 1994;

4.  The Registrant's Quarterly Report on Form 10-Q 
for the quarter ended September 30, 1994;

5.  The Registrant's Current Report on Form 8-K 
dated January 19, 1994;

6.  The Registrant's Current Report on Form 8-K 
dated June 29, 1994, including Amendment No. 1 on 
Form 8-K/A dated July 29, 1994;

7.  The Registrant's Current Report on Form 8-K 
dated August 3, 1994, including Amendment No. 1 
on Form 8-K/A dated October 5, 1994;

8.  The Registrant's Current Report on Form 8-K 
dated October 5, 1994;

9.  The Registrant's Current Report on Form 8-K 
dated October 19, 1994;

10.  The Registrant's Current Report on Form 8-K 
dated October 28, 1994;

11.  The Registrant's Current Report on Form 8-K 
dated November 2, 1994;

12.  The Registrant's Current Report on Form 8-K 
dated November 28, 1994; and

13.  The description of the Santa Fe Pacific 
Corporation Common Stock (the "Common Stock") as set 
forth under the sections "Comparison of Certain 
Revisions of Certificates of Incorporation and 
By-Laws of SFSP, Santa Fe and Southern Pacific" and
"Description of Common Stock of SFSP" in the Joint 
Proxy Statement - Prospectus of Santa Fe and 
Southern Pacific, dated November 10, 1983, which 
sections are incorporated by reference in Item 4 
of the Registrant's registration statement on 
Form 8-B filed with the Commission on November 29, 1983.

In addition, all documents filed by the Registrant 
or the Plan pursuant to Sections 13(a), 13(c), 
14 or 15(d) of the Securities Exchange Act of 
1934 (the "Exchange Act"), subsequent to the date
hereof and prior to the filing of a post-effective
amendment indicating that all securities offered 
pursuant to this registration statement have been 
sold or deregistering all such securities then 
remaining unsold, shall be deemed to be incorporated 
by reference herein and to be part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.  
Not Applicable.

Item 6.  Indemnification of Directors and Officers.  
The Registrant's Restated Certificate of 
Incorporation provides that directors of the 
Registrant will not be personally liable for
monetary damages for breaches of fiduciary 
duty as directors, except for liability for: 
(1) any breach of the duty of loyalty to the 
Registrant or its stockholders, (2) acts or 
omissions not in good faith or that involve 
intentional misconduct or a knowing violation 
of law, (3) dividends or other distributions 
of corporate assets that are in contravention 
of certain statutory or contractual restrictions 
or (4) any transaction from which the director 
derives an improper personal benefit.

The General Corporation Law of the State of 
Delaware (the "Delaware Statute") provides for 
indemnification of directors, officers and
employees in certain situations.  The Delaware 
Statute, by its terms, expressly permits 
indemnification where such a person acted
in good faith and in a manner such person 
reasonably believed to be in, or not opposed 
to, the corporation's best interests, and, in a
criminal action, if such person had no 
reasonable cause to believe that his or her 
conduct was unlawful.  In the case of a claim 
by a third party (i.e., a party other than 
the corporation), the Delaware Statute expressly 
permits indemnification for expenses, judgments, 
settlement payments, and other costs.  In the 
case of a claim by or in the right of the 
corporation (including stockholder derivative 
suits), the Delaware Statute expressly provides 
for indemnification for expenses only, and 
not for amounts paid in judgment or settlement 
of such actions.  Moreover, a corporation cannot, 
under the Delaware Statute, provide for 
indemnification against expenses in the case 
of an action by or in the right of the corporation 
if the person seeking indemnification is adjudged
liable to the corporation, unless the indemnification 
is ordered by a court.  The Delaware Statute also 
permits advancement of expenses to directors and 
officers upon receipt of any undertaking by such
director or officer to repay all amounts advanced 
if it shall ultimately be determined that he or 
she is not entitled to be indemnified by the 
corporation.  In addition, the Delaware Statute
specifically provides that its terms shall not 
be deemed exclusive of any other right to 
indemnification to which a director, officer
or employee may be entitled under any by-law, 
agreement, or vote of stockholders or disinterested 
directors.

In addition, the By-Laws of the Registrant 
provide that the Registrant shall indemnify, to 
the full extent permitted by law, any person 
made, or threatened to be made, a party to an 
action, suit, or proceeding, whether civil, 
criminal, administrative or investigative, by 
reason of the fact that he or his legal 
representative or the legal representative 
of his estate, is or was a director, officer, 
or employee of the Registrant, or served or
serves any other enterprise or organization 
at the request of the Registrant.  The 
Registrant has also entered into individual
indemnification agreements with its directors 
and officers.  At an annual meeting of 
stockholders on April 28, 1987, the Registrant's
stockholders ratified such agreements and 
authorized substantially similar agreements 
in the future with directors, officers and key
employees.  The indemnification provided by 
such agreements is described in the Registrant's 
Notice of Annual Meeting of Stockholders-Proxy 
Statement dated March 18, 1987 at pages 21
through 24 and such description is incorporated 
herein by reference.

The Registrant also maintains directors' 
and officers' liability insurance.

The Plan states that The Atchison, Topeka and 
Santa Fe Railway Company (and any other 
corporations affiliated with that company
which participate in the Plan) shall indemnify 
and hold harmless each member of its Board 
of Directors, the Administration Committee, 
and each of its officers and employees from 
and against any and all liability, loss, 
costs, charges, expenses, claims and demands 
of every kind and character arising out of 
or in any way resulting from, the acts, 
omissions or conduct of any such persons in 
the management, operation and administration 
of the Plan and the trust which any of them 
may suffer, incur or sustain, except that
The Atchison, Topeka and Santa Fe Railway
Company shall not indemnify and hold harmless 
any such person who, with respect to such 
acts, omissions or conduct, is guilty of 
willful misconduct or lack of good faith.  
The Plan also provides that the Plan or The
Atchison, Topeka and Santa Fe Railway Company 
may purchase fiduciary liability insurance 
for any members of the board of directors 
of The Atchison, Topeka and Santa Fe Railway 
Company, for the Administration Committee, 
and their members and for the officers and 
employees of The Atchison, Topeka and Santa 
Fe Railway Company.

Item 7.  Exemption from Registration Claimed.  
Not Applicable.

Item 8.  Exhibits.

4(a) Restated Certificate of Incorporation of 
the Registrant, as amended April 26, 1989 
(incorporated herein by reference to Exhibit
3(a) to the Registrant's Report on Form 10-K 
for the fiscal year ended December 31, 1989).

4(b) By-Laws of the Registrant, as amended 
April 27, 1993 (incorporated herein by reference 
to Exhibit 3 to the Registrant's Report on Form 
10-Q for the quarter ended March 31, 1993).

23 Consent of Price Waterhouse, independent 
accountants.

24 Power of Attorney.

In addition, the Registrant hereby undertakes 
that it will submit or has submitted the Plan 
and any amendment thereto to the Internal 
Revenue Service in a timely manner and has 
made or will make all changes required by 
the Internal Revenue Service in order
to qualify the Plan under Section 401 of the 
Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

1. The Registrant hereby undertakes:

   (a) To file, during any period in which offers 
or sales are being made, a post-effective 
amendment to this registration statement:

       (i) To include any prospectus required 
by Section 10(a)(3) of the Securities Act of 1933;

       (ii) To reflect in the prospectus any 
facts or events arising after the effective date 
of the registration statement (or the most 
recent post-effective amendment thereof) which,
individually, or in the aggregate, represent a 
fundamental change in the information set forth 
in the registration statement;

       (iii) To include any material information 
with respect to the plan of distribution not 
previously disclosed in the registration statement 
or any material change to such information in the 
registration statement;

   Provided, however, that paragraphs (a)(i) and 
(a)(ii) do not apply if the information required 
to be included in a post-effective amendment 
by those paragraphs is contained in periodic
reports filed by the registrant pursuant to 
Section 13 or Section 15(d) of the Exchange Act 
that are incorporated by reference in the
registration statement.

(b) That, for the purpose of determining any 
liability under the Securities Act of 1933, each 
such post-effective amendment shall be deemed to 
be a new registration statement relating to the
securities offered therein, and the offering of 
uch securities at that time shall be deemed to 
be the initial bona fide offering thereof.

(c) To remove from registration by means of a 
post-effective amendment any of the securities 
being registered which remain unsold at the 
termination of the offering.

2. The Registrant hereby undertakes that, for 
the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective 
amendment and each filing of the Registrant's annual 
report pursuant to Section 13(a) or Section 15(d) of 
the Exchange Act (and, where applicable, each 
filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act) that 
is incorporated by reference in the registration
statement shall be deemed to be a new registration 
statement relating to the securities offered therein, 
and the offering of such securities at that time 
shall be deemed to be the initial bona fide 
offering thereof.

3. Insofar as indemnification for liabilities 
arising under the Securities Act of 1933 may be 
permitted to directors, officers and controlling 
persons of the Registrant and affiliated companies
pursuant to the provisions described in Item 6 above, 
or otherwise, the Registrant has been informed 
that in the opinion of the SEC such indemnification 
is against public policy as expressed in the
Act and is therefore unenforceable.  In the 
event that a claim for indemnification against 
such liabilities (other than the payment by
the Registrant of expenses incurred or paid 
by a director, officer or controlling person 
of the Registrant in the successful defense
of any action, suit or proceeding) is asserted 
by such director, officer or controlling person 
in connection with the securities being registered, 
the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification 
by it is against public policy as expressed in
the Act and will be governed by the final 
adjudication of such issue.

                            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 and has duly
caused this 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 20th day of December, 1994.

SANTA FE PACIFIC CORPORATION 

By:   /s/ DENIS E. SPRINGER
      _____________________
      Denis E. Springer
Its:  Senior Vice President and Chief
      Financial Officer

Pursuant to the requirements of the Securities Act 
of 1933, this registration statement 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*          Chief Executive Officer and 
__________________________    and Director (Principal 
Robert D. Krebs               Executive Officer)

/s/ DENIS E. SPRINGER         Senior Vice President and 
__________________________    Chief Financial Officer 
Denis E. Springer             (Principal Financial Officer)

/s/ 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

* By:  /s/ DENIS E. SPRINGER,
______________________________
as attorney-in-fact pursuant to the power of
attorney included as Exhibit 24 to this 
Registration Statement

                             THE PLAN

Pursuant to the requirements of the Securities Act of 
1933, the Plan has duly caused this registration 
statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the 
City of Schaumburg, State of Illinois, on the 
20th day of December, 1994.

THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY - 
BROTHERHOOD OF MAINTENANCE OF WAY EMPLOYEES 
401(K) RETIREMENT PLAN

By:  /s/ JOHN J. FLEPS
     ______________________________________________
Its: Chairman of the Administration Committee
     ______________________________________________

Exhibit                                        Sequential 
Number            Description                  Page Number
_______           ___________                  ___________

4(a) Restated Certificate of Incorporation of 
the Registrant, as amended April 26, 1989 
(incorporated herein by reference to Exhibit 3(a) 
to the Registrant's Report on Form 10-K for the 
fiscal year ended December 31, 1989).             --

4(b) By-Laws of the Registrant, as amended April
27, 1993 (incorporated herein by reference to 
Exhibit 3 to the Registrant's Report on Form 
10-Q for the quarter ended March 31, 1993).       --

23 Consent of Price Waterhouse, independent 
accountants.                                      10

24 Power of Attorney.                             11

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)

/s/ 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

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