SC 14D1/A

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                            AMENDMENT NO. 4 to
                              SCHEDULE 14D-1
                Tender Offer Statement Pursuant to Section
              14(d)(1) of the Securities Exchange Act of 1934


                       Santa Fe Pacific Corporation
           ____________________________________________________
                         (Name of Subject Company)


                         Burlington Northern Inc.
           ____________________________________________________
                                 (Bidder)


                  Common Stock, $1.00 par value per share
           ____________________________________________________
                      (Title of Class of Securities)


                                 802183103
           ____________________________________________________
                   (CUSIP Number of Class of Securities)

                           Edmund W. Burke, Esq.
                Executive Vice President, Law and Secretary
                         Burlington Northern Inc.
                          3800 Continental Plaza
                              777 Main Street
                       Fort Worth, Texas 76102-5384
                              (817) 333-2000
           ____________________________________________________
                    (Name, Address and Telephone Number
                  of Person Authorized to Receive Notices
                  and Communications on Behalf of Bidder)

                                Copies to:
                              David L. Caplan
                           Davis Polk & Wardwell
                           450 Lexington Avenue
                         New York, New York  10017
                        Telephone:  (212) 450-4000


     This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule 14D-1 dated December 23, 1994 (the "Statement") of Burlington
Northern Inc., a Delaware corporation (the "Bidder"), as amended and
supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3
thereto, relating to an offer by the Bidder to purchase up to 25,000,000
outstanding shares of Common Stock, par value $1.00 per share (the
"Shares"), of Santa Fe Pacific Corporation, a Delaware corporation (the
"Company"), at $20.00 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
December 23, 1994 (the "Original Offer to Purchase"), as amended and
supplemented by the Supplement dated January 13, 1995 (the "First
Supplement") and as further amended and supplemented by the Supplement
dated January 25, 1995 (the "Second Supplement"), and in the related Letter
of Transmittal (which collectively constitute the "Offer").  Capitalized
terms not separately defined herein shall have the meanings specified in
the Statement.

Item 10.  Additional Information.
          ----------------------

     On January 30, 1995, the Bidder issued the press release attached
hereto as Exhibit (a)(13).  The information set forth in the press release
is incorporated herein by reference.

     On January 31, 1995, the Bidder issued the press release attached
hereto as Exhibit (a)(14).  The information set forth in the press release
is incorporated herein by reference.

Item 11.  Material to be Filed as Exhibits.
          --------------------------------

          99   Text of Press Release dated January 30, 1995 (a)(13).
          99.1 Text of Press Release dated January 31, 1995 (a)(14).


                                 SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated:  February 1, 1995

                                          /s/ Edmund W. Burke
                                       By_____________________
                                        Name:  Edmund W. Burke
                                        Title: Executive Vice
                                                President, Law
                                                and Secretary

EX-99

                                                               EXHIBIT (a)(13)

[BURLINGTON NORTHERN INC. LOGO NEWS]


Contact:  Richard A. Russack (BN)                      FOR IMMEDIATE RELEASE
          (817) 333-6116


                   BURLINGTON NORTHERN AND SANTA FE ASK ICC
                   TO REVIEW MERGER APPLICATION IN 180 DAYS

     FORT WORTH, Texas, January 30, 1995 -- Burlington Northern Inc.
(BN) and Santa Fe Pacific Corp. (Santa Fe) Friday filed a petition asking for
the pending joint merger application of BN and Santa Fe to be reviewed under
the new 180-day timeline proposed on January 26 by the Honorable Gail
McDonald, chairman of the Interstate Commerce Commission (ICC).  Chairman
McDonald's proposal, on behalf of the full ICC, came in testimony before the
Railroad Subcommittee of the House Committee on Transportation and
Infrastructure.

     ICC review of the application is pending shareholder approval
by both companies.  Shareholders are scheduled to vote on February 7, 1995.

     In commenting on the ICC proposal, Gerald Grinstein, BN's
chairman and chief executive officer, applauded Ms. McDonald's initiative
in seeking to reduce the ICC timeline for review of railroad merger.  In
this way, railroads can be treated more like all other industries when
seeking strategic combinations, such as the merger between BN and Santa Fe.


                                    # # #

EX-99.1

Burlington Northern Inc. [LOGO NEWS]

                                                               EXHIBIT (a)(14)


Contact:  Richard Russack               FOR IMMEDIATE RELEASE
          (817) 333-1428


     FORT WORTH, Texas January 31, 1995 -- In a statement today, Burlington
Northern Inc. chairman and CEO Gerald Grinstein said:

     "Union Pacific's announcement today is good news for shippers,
employees and our nations' transportation system.  This is a new, big step
in forming what I hope will lead to the approval and implementation of a
railroad that is the standard of excellence for the industry.  The
managements of both companies will work very hard to live up to the
commitments we are asking our shareholders to make next Tuesday.

     "UP's decision to withdraw its hostile bid for Santa Fe clearly
demonstrates the superior value of the merger agreement between Burlington
Northers and Santa Fe.  Following shareholder approval next Tuesday, we
expect the Interstate Commerce Commission to resume its review of our joint
application on the fast-track timeline proposed last week by them.

     "We continue to be very excited about the prospects for this new
railroad to compete for business and to offer existing and new customers
access to new markets and to single-line service that will be of
exceptional quality and efficiency."

                                   # # #