S-8 POS

As filed with the Securities and Exchange Commission
on December 22, 1994

Registration No. 33-57001

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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                             FORM S-8/A

                      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)


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Note: This amendment is being filed solely for 
the purpose of appropriately tagging the 
Exhibits for EDGAR.




                            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/A and has duly
caused this amendment to the 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 22nd day of December, 1994.

SANTA FE PACIFIC CORPORATION 

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

EX-23

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

EX-24

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)

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