On March 10, 1862, the Minnesota State Legislature transferred the assets of the old Minnesota & Pacific Railroad over to the newly formed Saint Paul & Pacific Railroad Company. It was essentially the same company as the former, with the same officers and directors, but dressed with a new title for ease in obtaining new investment. Edmund Rice was president. Its initial route in 1862 was the ten miles of track between Saint Paul and Saint Anthony for which it charged passengers sixty cents for a one-way ticket.
In 1864, the incorporators of the railroad set up a new company, called the First Division of the Saint Paul & Pacific Railroad Company. All of the real assets were transferred to the new company. This may have been done for the personal enrichment of the owners. The original Saint Paul & Pacific Railroad became a shell corporation.
The company persisted with its mission to reach westward. It added track every year and reached the Canadian border. In 1879, James H. Hill and his associates managed to purchase the railroad stock owned by Dutch investors, and began the Saint Paul, Minneapolis & Manitoba Railroad.
The notes of this railroad were likely issued in late 1862 for ease of making change to passengers purchasing tickets.