SC 14D1/A

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                            -------------------

                             SCHEDULE 14D-1/A
                          Tender Offer Statement
   (Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)

                             (AMENDMENT NO. 7)

                            -------------------

                       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)


                                802183 1 03
                   (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

                             December 23, 1994
  (Date Tender Offer First Published, Sent or Given to Security Holders)

   This Amendment No. 7 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 amendments 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 February 9, 1995, the Bidder and the Company issued a joint press
release in which they announced that the Offer expired, as scheduled, at 12:00
Midnight, New York City Time, on Wednesday, February 8, 1995.  The information
set forth in such press release, which is attached hereto as Exhibit (a)(18),
is incorporated herein by reference and the foregoing description is qualified
in its entirety by reference to such Exhibit.


Item 11.  Material to be Filed as Exhibits.

  (a)(18) Text of Joint Press Release dated February 9, 1995.


                                 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 9, 1995



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


                               EXHIBIT INDEX


Exhibit                                                  Sequentially
Number               Description                         Numbered Page
- -------              -----------                         -------------

(a)(18)              Text of Joint Press Release
                     dated February 9, 1995

EX-99

                   [BURLINGTON NORTHERN INC. LOGO NEWS]


                                                             Exhibit 99(a)(18)


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

          Catherine Westphal (Santa Fe)
          (708) 995-6273



                 BURLINGTON NORTHERN, SANTA FE PACIFIC
                 JOINT TENDER OFFER FOR SANTA FE SHARES EXPIRES



                   APPROXIMATELY 112,588,478 SHARES TENDERED





   FORT WORTH, Texas, and SCHAUMBURG, Ill., February 9, 1995 --  Burlington
Northern Inc. (BN) and Santa Fe Pacific Corporation (Santa Fe) announced today
that their joint tender offer to purchase up to 63 million shares of common
stock of Santa Fe for $20 per share was over-subscribed, and expired, as
scheduled, at 12:00 midnight, New York City Time, on Wednesday, February 8,
1995.  BN and Santa Fe have notified the Depositary, First Chicago Trust
Company of New York, of their acceptance for purchase of 63 million shares of
Santa Fe common stock pursuant to the tender offer.
   Based on a preliminary count by the Depositary, approximately 112,588,478
shares of Santa Fe common stock were tendered pursuant to the offer and not
withdrawn, including 22,558,668 shares tendered pursuant to guaranteed
delivery procedures.  Therefore, the preliminary proration factor is
approximately 55.96 percent.  The determination of the final proration factor
is subject to  confirmation of the proper delivery of all shares tendered and
not withdrawn, including shares tendered pursuant to the guaranteed delivery
procedure.  Payment for shares accepted, and return of all other shares
tendered, will occur as soon as practicable after the final proration factor
is determined, which is expected on or about February 17, 1995.
   As previously announced, all Santa Fe shares not purchased in the tender
offer will be converted in the merger, which was approved by the shareholders
of both companies on February 7, into a minimum of 0.40 shares of BN common
stock.  Completion of the merger is still subject to approval by the
Interstate Commerce Commission.
   Burlington Northern Inc. (NYSE:BNI) is the parent company of Burlington
Northern Railroad, one of the world's leading providers of transportation and
logistics services, and operator of the longest rail system in North America,
with more than 23,000 miles of track reaching across 25 states and two
Canadian provinces.
   Santa Fe Pacific Corporation (NYSE:SFX) is the parent company of The
Atchison, Topeka and Santa Fe Railway Company, which operates in 12 states and
offers service to Mexico.  In addition, Santa Fe owns a 44-percent interest in
Santa Fe Pacific Pipeline Partners, L.P.

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