SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
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[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                          Santa Fe Pacific Corporaton
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               (Name of Registrant as Specified In Its Charter)

                          Santa Fe Pacific Corporaton
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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
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                                AN OPEN LETTER 
                         TO ALL SANTA FE SHAREHOLDERS:

                               [SFP LETTERHEAD]

                                                                February 3, 1995

Dear Shareholder:

As you know, we are quickly approaching our Special Meeting of Shareholders to 
be held on Tuesday, February 7, 1995 at which time the merger agreement between 
Santa Fe Pacific and Burlington Northern will be voted upon. Your Board of 
Directors unanimously recommends that all shareholders vote FOR the merger. 

. EXCHANGE RATIO: In the merger, holders of SFP common stock will receive 
0.40 shares of BNI common stock for each of their SFP shares. This exchange 
ratio could increase under certain circumstances described below. 

. SFP REPURCHASE PROGRAM: SFP is permitted, subject to a number of conditions,
to repurchase up to 10,000,000 shares of SFP common stock between the closing of
the tender offer and the consummation of the merger. No repurchases are required
and there can be no assurance that any repurchases can be made given the
limitations imposed by SFP's agreements. The effect of any such repurchases
would be to increase the exchange ratio up to a maximum of 0.4347. If SFP
repurchases fewer than 10,000,000 shares, the exchange ratio would be between
0.40 and 0.4347, depending on the number of shares repurchased and the number of
outstanding options exercised. Because it is possible that SFP may make no
repurchases, SFP shareholders should consider that the exchange ratio could be
0.40 in deciding how to vote.

. LIMITATIONS ON REPURCHASES: Subject to the limitations set forth in the merger
agreement and SFP's credit agreement, repurchases, including the amount and 
timing of any such repurchases, will be in the sole discretion of SFP. 
Accordingly, although SFP anticipates, as of this time, that at least $50 
million for repurchases would be available under the terms of the merger 
agreement and SFP's credit agreement in 1995, there can be no assurance that SFP
will make any repurchases, whether or not they would be permitted under the 
terms of such agreements. To have the $50 million available for repurchases, SFP
would have to comply with the capital expenditure and total debt provisions of
its merger agreement with BNI.

. EFFECT ON EXCHANGE RATIO: SFP hopes to make repurchases and believes that it 
is likely that it will do so, but no decision to do so has been made at the 
present time. If Santa Fe used $30 million (the amount SFP is permitted to use 
prior to April 1, 1995 under its agreements without regard to performance 
requirements or other limitations) to make repurchases, it would be able to 
repurchase approximately 1.7 million shares of its common stock, based on the 
closing market price on January 31, 1995, and the exchange ratio (assuming no 
exercise of options) would be approximately 0.4055. If SFP used $50 million (the
minimum amount it anticipates will be available under its agreements in 1995), 
it


 
would be able to repurchase approximately 2.8 million shares of its common 
stock, based on the closing market price on January 31, 1995, and the exchange 
ratio (assuming no exercise of options) would be approximately 0.4092.

. REDUCTION IN ICC SCHEDULE:  The ICC recently requested comments on its 
proposed 180-day schedule for the review of railroad mergers and specifically  
asked for comments on whether the new schedule should apply to the BNI-SFP 
merger. BNI and SFP have asked the ICC to apply the proposed new schedule to 
their merger. The ICC has the matter under consideration, and it has not yet 
rendered a decision. A shortening of the schedule for regulatory approval of the
merger to the 180-day level recently proposed by the ICC would substantially
reduce SFP's ability to make repurchases because SFP would have more
opportunities to exceed the appropriate quarterly tests under its agreements
(including the credit agreement) over a longer period of time.

. VOTE TODAY:  Since the time remaining before Tuesday's Special Meeting is 
very short, shareholders are urged to return their proxies as soon as possible 
so that their shares will be represented and voted at the meeting. In order to 
facilitate the ability of all shareholders to vote, or to change any prior vote,
we are providing shareholders with the opportunity to vote their proxy by 
telephone or facsimile.

Where possible, Shareholders will receive by mail instructions for voting by 
telephone. Shareholders also may vote by facsimile. Please FAX both sides of 
your signed and dated white proxy card (with the blue stripe) to either of our 
proxy solicitors, D.F. King & Co., Inc. at (212) 809-8839 or MacKenzie Partners,
Inc. at (212) 929-0308. If you have any questions or need assistance in voting, 
please call either D.F. King & Co., Inc. at (800) 697-6974 or MacKenzie 
Partners, Inc. at (800) 322-2885.

Shareholders are urged to read the Supplemental Joint Proxy Materials dated 
January 25, 1995  in their entirety, particularly the discussions regarding the
limitations on SFP's ability to repurchase shares. 

Thank you for your continued support and patience during this process. 

Sincerely,

ROBERT D. KREBS
Chairman, President and Chief Executive Officer


Please make sure your latest dated proxy is a WHITE card with a BLUE STRIPE 
voting FOR the Burlington Northern-Santa Fe merger. A failure to vote will have 
the same effect as a vote against the merger. If you have any questions or need 
assistance voting your Santa Fe shares, please call either of our proxy 
solicitors:

D.F. King & Co., Inc. at 1-800-679-6974 (toll free) or MacKenzie Partners, Inc. 
at 1-800-322-2885 (toll free).