(copy of letter from BLE President, R.P. McLaughlin to Mr. Tom Matthews,
Vice President Administration, Southern Pacific Transportation Co.)


Brotherhood of
Locomotive Engineers
Standard Building
Cleveland, Ohio 44113-1702

RONALD P. McLAUGHLIN
International President                           December 9, 1993


Mr. Tom Matthews
Vice President Administration,
Southern Pacific Transportation Co.
One Market Plaza
San Francisco, California  94105

		RE:  CONSOLIDATION OF TRAIN DISPATCHING-DENVER

Dear Mr. Matthews:

	American Train Dispatchers Department President has brought to my
attention your recent meeting with him and other ATDD representatives
regarding Southern Pacific's intention to shut down the carrier's train
dispatching offices in Houston and Roseville and transfer all train
dispatching operations to Denver. On behalf of the carrier, you brazenly
admitted that by this action, Southern Pacific intends to divest the
employees of their collective bargaining agreements and their right to
be represented by the ATDD for all purposes under the Railway Labor Act.
The carrier has even gone so far as to send a letter to this effect to
each of its train dispatchers at their home addresses.

	It is hard to fathom why a company which purports to be in
precarious financial condition and desperately needs the assistance of
its employees to restore it to profitability would undertake such an
obvious union-busting effort. You must know that we will not take this
lying down and will fight you every step of the way. Any credibility you
may have developed during your short tenure with the carrier is certainly
severely jeopardized by your extraordinary conduct. If you want to save
your relationship with this union from any further harm, I strongly
suggest that you reconsider and reverse the course on which you have
embarked.

					Sincerely,

					R. P. McLaughlin
					President