COVER

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549      

                                   FORM 10-K
    (Mark One)
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      [X]        SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                  For the fiscal year ended December 31, 1994

                                      OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      [ ]      SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
             For the transition period from _________ to _________

                         Commission file number 1-6075

                           UNION PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

          Utah                                             13-2626465
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

Martin Tower, Eighth and Eaton Avenues                         18018
       Bethlehem, Pennsylvania                                (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code         (610) 861-3200

                      ___________________________________

Securities registered pursuant to Section 12(b) of the Act:
                                                      Name of each exchange on
          Title of each class                             which registered
          -------------------                         ------------------------
Common Stock (Par Value $2.50 per share)           New York Stock Exchange, Inc.
4 3/4% Convertible Debentures Due 1999             New York Stock Exchange, Inc.

                      ___________________________________

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
    Yes   X       No    
        -----        -----

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ].

                    ___________________________________

    As of February 10, 1995, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $10,459,863,003.

    The number of shares outstanding of the registrant's Common Stock as of
February 10, 1995 was 205,911,168.

    Portions of the following documents are incorporated by reference into this
Report: (1) registrant's Annual Report to Stockholders for the year ended
December 31, 1994 (Parts I and II); and (2) registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on April 21, 1995
(Part III). 

 1
                                  PART I

Item 1. Business
          and
Item 2. Properties

     Union Pacific Corporation, incorporated in Utah in 1969, operates, through
subsidiaries, in the areas of rail transportation (Union Pacific Railroad 
Company and Missouri Pacific Railroad Company), oil, gas and mining (Union 
Pacific Resources Company) and trucking (Overnite Transportation Company).  Each
of these subsidiaries is indirectly wholly-owned by Union Pacific Corporation.

     Except as the context otherwise requires, the terms "Union Pacific" or the
"Corporation" mean Union Pacific Corporation and its subsidiaries, and the terms
"Union Pacific Railroad" or the "Railroad" mean Union Pacific Railroad Company
("UPRR") and Missouri Pacific Railroad Company ("MPRR") and their respective
subsidiaries.

     A brief description of Union Pacific's principal businesses follows. 
Additional information about these businesses and other financial information 
for Union Pacific is presented on pages 4 through 22 and 44 through 46 of the 
1994 Annual Report to Stockholders ("Annual Report") and such information 
(excluding photographs on pages 4 through 22, none of which supplements the text
and which are  not otherwise required to be disclosed herein) is incorporated 
herein by reference.  Information on business segments on page 32 and a map of 
Union Pacific's operations on pages 48 and 49 of the Annual Report are also
incorporated herein by reference. 

Major Developments
- - ------------------
         
     In March 1994, Union Pacific sold its investment in the Wilmington,
California, oil field and related facilities for $405 million to the City of 
Long Beach, California.  Also in March 1994, Union Pacific Resources Company
("Resources") acquired Amax Oil & Gas, Inc. ("AMAX"), a subsidiary of Cyprus 
Amax Minerals Company, for a net purchase price of $725 million.  Additional
information relating to these transactions is provided in Note 4 to the 
Financial Statements, appearing on page 38 of the Annual Report.

     In October 1994, Union Pacific announced a competing bid to acquire Santa 
Fe Pacific Corporation ("Santa Fe"), which had previously entered into a 
definitive merger agreement with Burlington Northern Inc. ("BN").  The 
Corporation pursued the acquisition for several months, making a number of 
revised bids.  Each of the Corporation's bids was rejected by Santa Fe.  These 
rejections, coupled with a selective "poison pill" adopted by Santa Fe that 
discouraged Santa Fe shareholders from choosing between competing bids, caused 
Union Pacific to withdraw its proposal to acquire Santa  Fe and its related 
tender offer on January 31, 1995.

     At year-end, Union Pacific completed the sale of its waste management
business, USPCI, Inc. ("USPCI"), to Laidlaw Inc.  USPCI's performance fell short
of the Corporation's expectations as a 

 2

result of many companies' sluggish cleanup timetables, waste minimization 
efforts by many industries, and  incineration competition from cement kilns.  
Additional information relating to  the sale is provided in Note 2 to the 
Financial Statements, appearing on pages  37 and 38 of the Annual Report.

     In December 1994, the Interstate Commerce Commission ("ICC") approved the
Railroad's application to control Chicago and North Western Transportation
Company ("CNW").  The ICC's order, unless stayed pending any appeal, will be
effective on April 6, 1995 and will permit the Railroad to convert its 29.13
percent ownership of non-voting common stock into voting common stock and to
increase its representation on the CNW Board of Directors from one director out
of seven to three directors out of nine.  The ICC's order will enable the two
carriers to improve service through closer coordination of operations and
marketing activities.  The ICC's order is subject to a standard labor protection
condition and a requirement that the Soo Line Railroad Company ("Soo") be
permitted to admit third parties to certain joint facilities operated by Soo and
CNW.  The Railroad intends, upon the effectiveness of the order and upon making
provision for certain costs related to the foregoing conditions, to exercise the
authority granted by the ICC's order.

Rail Transportation
- - -------------------

     Union Pacific Railroad is the third largest railroad in the United States
in terms of track miles, with 17,500 route miles linking Pacific Coast and Gulf
Coast ports with the Midwest.  The Railroad serves the western two-thirds of the
country and maintains coordinated schedules with other carriers for the handling
of freight to and from the Atlantic Coast, the Pacific Coast, the Southeast, the
Southwest, Canada and Mexico.  Export and import traffic is moved through Gulf
Coast and Pacific Coast ports, and across the Mexican and (primarily through
interline connections) Canadian borders.  Major categories of freight hauled by
the Railroad are automotive, chemicals, energy (coal), food/consumer/government,
grains and grain products, intermodal, and metals/minerals/forest.  In 1994,
energy was the largest commodity in terms of revenue ton-miles (35.9 percent of
total), while chemicals traffic produced the highest commodity revenue (21.1
percent of total).  Percentages of revenue ton-miles and commodity revenue for
each commodity are presented on page 44 of the Annual Report.

     A separate Annual Report on Form 10-K for the year ended December 31, 1994,
is filed by MPRR.  Reference is made to such report for additional information
concerning that company.

Oil, Gas and Mining
- - -------------------

     Resources is an independent oil and gas company engaged in the exploration
for and production of natural gas, crude oil and associated products.
Substantially all of Resources' exploration and production programs are in the
Austin Chalk trend and the Carthage area in central and eastern Texas and
Louisiana; the Ozona area in western Texas (representing former AMAX 
properties); the Union Pacific Land Grant in Colorado, Wyoming and Utah; the 
Gulf of Mexico; and Canada. Through a wholly-owned subsidiary, Resources also 
markets its own production, and purchases and resells third-party production, 
focusing on direct marketing to the natural gas end user, with particular 
emphasis on the power generation market.  

 3

     Resources is also responsible for Union Pacific's interests in trona and
coal development through the management of Union Pacific Minerals, Inc., an
affiliated corporation. Trona activities consist of royalties from mining on
Union Pacific Land Grant acreage and equity and partnership interests that 
equate to a 49 percent interest in Rhone Poulenc of Wyoming, which mines trona 
and processes it into soda ash. Coal activities consist principally of royalties
from third party mines and a 50 percent ownership interest in Black Butte Coal
Company, a joint venture mine operated by the joint venture partner.  

     The estimated quantities of proved oil and gas reserves set forth under Oil
and Gas - Proved Reserves on page 45 of the Annual Report have been prepared by
petroleum reservoir engineers who are employees of Resources.  In 1994, Union
Pacific filed certain reports with the Department of Energy's Energy Information
Administration containing oil and gas reserve information for the year ended
December 31, 1993. The information reported differed from that contained in the
Annual Report by less than 5 percent.

Trucking
- - --------

     Overnite Transportation Company ("Overnite"), a major interstate 
trucking company, serves all 50 states and portions of Canada and Mexico 
through 173 service centers (located primarily in the eastern, southeastern
and central United States and on the Pacific Coast) and through agency 
partnerships with several small, high-quality carriers serving areas not 
directly covered by Overnite.  As one of the largest trucking companies in the 
United States, Overnite serves 95 percent of the U.S. population and offers 
a comprehensive array of services, specializing in the less-than-truckload 
business.  Overnite transports a variety of products, including machinery, 
tobacco, textiles, plastics, electronics and paper products.  

Competition
- - -----------

     In its rail transportation business, Union Pacific is subject to 
competition from other railroads, motor carriers and barge operators, based on 
both price and service. Most of its railroad operations are conducted in 
corridors served by competing railroads and by motor carriers.  Motor carrier 
competition is particularly strong for intermodal traffic. Because of the 
proximity of MPRR's routes to major inland and Gulf Coast waterways and of a 
UPRR route to the Columbia River, barge competition can be particularly 
pronounced for bulk commodities in certain markets.  

     Resources competes for oil and gas reserves and technology advances with
smaller companies as well as with the larger integrated oil companies. In its
marketing activities, Resources competes with other hydrocarbon producers and
marketers.  Mining operations also are subject to competition from a number of
companies, many of which have larger operations.

     Overnite experiences intense competition, based on service and price, from
both regional and national motor carriers.

 4

Employees
- - ---------

     During 1994, Union Pacific had an average of 46,900 employees, of whom
approximately 52 percent belonged to various labor organizations.  

     As is true with employees of all the principal railroads in the country,
most of the 28,600 employees of Union Pacific Railroad are organized along craft
lines and represented by national labor unions. The Railroad continues to adapt
agreements from the previous round of national negotiations to meet local
requirements throughout its system. The Railroad has implemented two-person 
crews for all through-freight trains and for a portion of yard and local 
operations.  Expansion of two-person crews is planned for other areas of the 
system.

     With respect to 1995 national railroad negotiations, both the unions and 
the carriers have taken the necessary steps to commence labor negotiations, with
the filing of their initial bargaining positions.  Whether unions are required 
to bargain nationally with all railroads at once, or can bargain with individual
railroads, is currently being litigated with two unions.  Negotiations on
substantive issues are proceeding with other unions.  The negotiations will
likely continue through 1995 and beyond.

     As the nation's largest non-union trucking company, Overnite is 
periodically targeted by major labor organization efforts and is currently the 
subject of an organizational campaign instituted by the International 
Brotherhood of Teamsters Union at many of its terminals.  As of March 7, 1995,
Overnite employees had voted for union representation at seven terminals, 
requiring Overnite to bargain in good faith with union officials regarding 
future pay rates, benefits and work rules for employees at those locations.  At 
such date, approximately 5.6 percent of Overnite's 14,300 employees were 
represented by labor unions.  

Governmental Regulation
- - -----------------------

     Union Pacific's operations are currently subject to a variety of Federal,
state and local regulations.  A description of the more significant regulations
follows.

     The operations of Union Pacific Railroad and Overnite are subject to the
regulatory jurisdiction of the ICC, other Federal agencies and various state
agencies. The ICC has jurisdiction over rates charged on certain regulated rail
traffic; freight car compensation; issuance or guarantee of railroad and certain
railroad holding company securities; transfer, extension or abandonment of rail
lines; and acquisition of control of rail common carriers and motor carriers by
rail common carriers.  The United States Congress and Clinton Administration
appear to be in agreement that the ICC should be eliminated and that some of its
rail and truck regulatory functions should be transferred to other Federal
agencies.  It is unclear whether the transfer of such functions, in particular
the jurisdiction over the acquisition of control of rail common carriers and
motor carriers, will involve the imposition of different or more burdensome
regulatory requirements and what effect such transfer will have on Union Pacific
operations.  

 5

     Other Federal agencies have jurisdiction over safety, movement of hazardous
materials, movement and disposal of hazardous waste, and equipment standards. 
State agencies regulate intrastate rail freight rates to the extent that such
agencies have adopted Federal standards and procedures and continue to follow
such procedures.  However, several states in which railroad operations are
conducted have ceded intrastate rail rate regulation to the ICC. In addition, in
January 1995, the Federal government deregulated intrastate trucking, lifting
state oversight of rates, routes and service.  Several states are currently
reviewing the duties of the agencies that have historically carried out economic
and other regulation of railroads and motor carriers.  Various state and local
agencies also have jurisdiction over disposal of hazardous wastes and seek to
regulate movement of hazardous materials.

     Most of Resources' crude oil, field condensate and natural gas operations
are in jurisdictions in which production is regulated under applicable
conservation laws. Exploration and production activities are also subject to
regulations respecting safety. The transportation of Resources' natural gas is
affected by the provisions of the Natural Gas Act and the Natural Gas Policy 
Act. These acts, administered by the Federal Energy Regulatory Commission 
("FERC"), regulate the interstate transportation of gas, including rates and the
terms and conditions for service. FERC also governs the tariffs for common 
carrier liquid pipelines. Resources operates intrastate natural gas pipelines in
Texas and Wyoming.  State agencies regulate the operations of these lines, 
including the rates, terms and conditions for providing transportation service. 
The Department of the Interior regulates  the leasing of Federal lands and the 
exploration for and production of oil and gas on and from such lands. The 
transmission by pipeline of liquid petroleum,  petroleum products and natural 
gas is subject to Federal and state pipeline safety laws.

     Resources' mining operations are subject to a variety of Federal and state
regulations respecting safety, land use and reclamation. In addition, the
Department of the Interior regulates the leasing of Federal lands for coal
development as provided in the Mineral Lands Leasing Act of 1920.  Section 2(c)
of this Act prohibits a company operating a railroad from holding a Federal coal
lease.  In late 1982 the Department of the Interior decided that the Section
prohibits new leasing to affiliates of railroads, such as Resources and Union
Pacific Minerals, Inc.  The Department of Justice and the Department of the
Interior have both concluded that under current conditions Section 2(c) is an
impediment to competition and that it should be repealed. In January 1993, a
Regional Solicitor of the Department of the Interior opined that Section 2(c)
does not prohibit Resources' Black Butte joint venture coal company mine from
holding Federal coal leases.

Environmental Regulation
- - ------------------------

     Subsidiaries of Union Pacific are subject to various environmental statutes
and regulations, including the Resource Conservation and Recovery Act ("RCRA"),
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA") and the Clean Air Act ("CAA").

     RCRA applies to hazardous waste generators and transporters, as well as
persons engaged in treatment and disposal of hazardous waste, and specifies
standards for storage areas, treatment units 

 6

and land disposal units. All generators of hazardous waste are required to label
shipments in accordance with detailed regulations and to prepare a detailed 
manifest identifying the material and stating its destination before waste can 
be released for offsite transport.  The transporter must deliver the hazardous 
waste in accordance with the manifest and only to a treatment, storage or 
disposal facility qualified for RCRA interim status or having a final RCRA 
permit.

     Environmental Protection Agency ("EPA") regulations under RCRA have
established a comprehensive system for the management of hazardous waste. These
regulations identify a wide range of industrial by-products and residues as
hazardous waste, and specify requirements for "cradle-to-grave" management of
such waste from the time of generation through the time of disposal and beyond.
States that have adopted hazardous waste management programs with standards at
least as stringent as those promulgated by the EPA may be authorized by the EPA
to administer all or part of RCRA on behalf of the EPA.   

     CERCLA was designed to establish a strategy for cleaning up facilities at
which hazardous waste or other hazardous substances have created actual or
potential environmental hazards. The EPA has designated certain facilities as
requiring cleanup or further assessment. Among other things, CERCLA authorizes
the Federal government either to clean up such facilities itself or to order
persons responsible for the situation to do so. The act created an $8.5 billion
fund to be used by the Federal government to pay for such cleanup efforts.

     CERCLA imposes strict liability on the owners and operators of facilities
in which hazardous waste and other hazardous substances are deposited or from
which they are released or are likely to be released into the environment, the
generators of such waste, and the transporters of the waste who select the
disposal or treatment sites. Liability may include cleanup costs incurred by
third persons and damage to publicly-owned natural resources.  Union Pacific
subsidiaries are subject to potential liability under CERCLA as generators of
hazardous waste and as  transporters. Some states have enacted, and other states
are considering enacting, legislation similar to CERCLA. Certain provisions of
these acts are more stringent than CERCLA. States that have passed such
legislation are currently active in designating more facilities as requiring
cleanup and further assessment.  CERCLA may be subject to reauthorization in 
1995 and may be substantially modified as part of that reauthorization.

     The operations of Union Pacific's subsidiaries are subject to the
requirements of the CAA. The 1990 amendments to the CAA include a provision 
under Title V that requires that certain facilities obtain operating permits. 
EPA regulations require all states to develop Federally approvable permit 
programs.  State permit programs were required to be submitted for approval by 
November 1993. The EPA was required to approve or disapprove these programs by 
November 1994, and affected facilities must submit air operating permit 
applications to the respective states within one year of the EPA's approval of 
the state programs.  Certain Union Pacific facilities, such as gas processing 
plants and other facilities at Resources, as well as certain Railroad 
facilities, may be required to obtain such permits.  In addition, the EPA is 
expected to propose mobile source regulations during the summer of 1995.  These 
regulations are expected to require the "remanufacture" of much of the 
Railroad's locomotive fleet by the year 2007.  In addition, locomotives 
purchased in the future could have to meet 

 7

stringent emissions criteria by the year 2000.  While the cost of these 
modifications may be significant, such expenditures are not expected to 
materially affect the Corporation's financial condition or results of 
operations.

     The operations of Union Pacific's subsidiaries are also subject to other
laws protecting the environment, including permit requirements for wastewater
discharges pursuant to the National Pollutant Discharge Elimination System and
stormwater regulations under the Federal Water Pollution Control Act. 

Item 3.   Legal Proceedings

Santa Fe Pacific Corporation/Burlington Northern Inc.  Merger Litigation
- - -------------------------------------------------------------------------

     On October 6, 1994, the Corporation filed suit in the Court of Chancery in
Delaware against Santa Fe, BN and the members of the Board of Directors of Santa
Fe seeking, among other things, a declaratory judgment that the merger agreement
between Santa Fe and BN was terminable by Santa Fe in order to allow Santa Fe to
accept a merger proposed by the Corporation, and an injunction requiring Santa
Fe to negotiate with the Corporation regarding the Corporation's proposal.  On
October 19, 1994 the Corporation filed a First Amended and Supplemental
Complaint, and was joined in that action as plaintiff by James A. Shattuck, an
officer of the Railroad, who also is a stockholder of Santa Fe.  In addition to
the claims stated and relief sought in the Corporation's original complaint, the
First Amended and Supplemental Complaint alleged, among other things, that Santa
Fe and the director defendants had breached their fiduciary duties of candor by
joining BN in a wrongful campaign to mislead Santa Fe's stockholders (via press
releases and the Joint Proxy Statement issued by Santa Fe and BN) into 
believing, among other things, that (i) Santa Fe could not lawfully consider the
Corporation's merger proposal, (ii) the Corporation's merger proposal was
illusory and made solely for the purpose of preventing a merger of Santa Fe and
BN, and (iii) a merger of the Corporation and Santa Fe could not lawfully occur.

     On January 31, 1995, the Corporation withdrew its proposal to merge with
Santa Fe and terminated its related tender offer.  On February 24, 1995, a
Stipulation of Dismissal was filed with the Court dismissing the Corporation's
lawsuit without prejudice. 

Environmental Matters
- - ---------------------

     In 1983, UPRR and the EPA entered into two consent orders under CERCLA and
RCRA, respectively, relating to groundwater pollution resulting from the
wastewater treatment system at UPRR's tie treating facility in Laramie, Wyoming
which was closed in 1983.  UPRR and the State of Wyoming entered into an
agreement suspending litigation brought by the State alleging violation of state
environmental laws with respect to the site.  Pursuant to the consent orders and
the agreement, UPRR financed a remedial investigation and feasibility study for
the site and constructed a containment isolation system.  In January 1988, the
EPA and UPRR entered into a new RCRA consent order regarding the oil recovery 
and on-site treatment testing program which UPRR was conducting 

 8

at the site.  More recently, UPRR completed a Corrective Measures Study which 
recommended a final remedy for the site.  The EPA approved this study provided 
that its remedial effect is subject to re-evaluation after 5 years.  UPRR has 
paid $253,317 for oversight costs incurred by the EPA prior to September 30, 
1986 and $237,996 for costs incurred between September 30, 1986 and November 30,
1991.  EPA oversight costs incurred after that date are being paid on an annual 
basis.  The EPA is authorized under CERCLA to receive reimbursement for such 
costs.

     In December 1992, the Texas Natural Resources Conservation Commission
("TNRCC") served MPRR with a Notice of Violation for alleged discharges and fuel
spills at MPRR's San Antonio, Texas railyard.  The TNRCC proposed penalties
totalling $500,000.  MPRR and the TNRCC settled this matter for a penalty 
payment of $300,000 plus the implementation of certain supplemental 
environmental projects in Texas costing $275,000.

     Two complaints and a compliance report issued in 1991 and 1992 by the
California Department of Toxic Substance Control ("CDTSC") alleged various
violations of waste oil management regulations at UPRR's East Los Angeles,
California railyard.  In November 1993, the CDTSC issued an enforcement order
proposing a $198,000 penalty for these alleged violations.  UPRR settled this
matter for $95,000.

     The EPA filed an Administrative Complaint and Notice of Opportunity for
Hearing under the Toxic Substances Control Act alleging failure by Resources to
submit certain gas plant chemical inventory reports by the regulatory deadline
of February 21, 1991.  Resources had in fact filed the reports in October 1993. 
The Complaint initially sought penalties totalling $330,000.  Following
discussions with the EPA and following the purchase of AMAX in March 1994
including additional AMAX gas processing facilities, Resources filed amended
inventory reports on August 16, 1994.  On August 25, 1994, the EPA amended the
Complaint to propose aggregate civil penalties of $378,000.  Pursuant to
subsequent negotiations, Resources expects further amendments to the Complaint
and to enter into a Consent Agreement with the EPA pursuant to which civil
penalties totalling $84,000 will be paid in settlement of this matter.

     In addition to the foregoing, Union Pacific and several of its subsidiaries
have received notices from the EPA and state environmental agencies alleging 
that they are or may be liable under CERCLA, RCRA, and other Federal or state
environmental legislation for the remediation costs associated with alleged
contamination or for violations of environmental requirements at various sites
throughout the United States, including sites which are on the Superfund 
National Priorities List or state superfund lists.  Although specific claims 
have been made by the EPA and state regulators with respect to some of these 
sites, the ultimate impact of these proceedings and suits by third parties 
cannot be predicted at this time because of the number of potentially 
responsible parties involved, the degree of contamination by various wastes, the
scarcity and quality of volumetric data related to many of the sites and/or the 
speculative nature of remediation costs.  Nevertheless, at many of the superfund
sites, the Corporation believes it will have little or no exposure because no 
liability should be imposed under applicable law, one or more other financially 
able parties generated all or most of the contamination, or a settlement of 
Union Pacific's exposure has been reached although regulatory proceedings at the
sites involved have not been formally terminated.  Additional information on the

 9

Corporation's potential environmental costs is set forth under Other Matters on 
page 29 of the Annual Report.

Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable.

Other Matters - Stockholder Reports

     In connection with the 1995 Annual Meeting, the Corporation received a
proposal from two of its stockholders requesting a report containing certain
information concerning equal employment opportunities and workplace diversity. 
The proponent stockholders agreed to withdraw the proposal from consideration at
the 1995 Annual Meeting in exchange for the Corporation's commitment to prepare
such a report.  The report is being prepared and will be available upon request
to all stockholders after June 1, 1995.  Stockholders desiring to obtain a copy
of the report should send a written request to Union Pacific Corporation, Eighth
and Eaton Avenues, Bethlehem, Pennsylvania 18018 (Attention:  Corporate
Secretary).

 10

                 Executive Officers of the Registrant and
                 ----------------------------------------
               Principal Executive Officers of Subsidiaries
               --------------------------------------------

                                                                     Business
                                                                     Experience
                                                                     During Past
      Name                         Position                   Age    Five Years 
      ----                         --------                   ---    -----------

Drew Lewis . . . . . . .      Chairman and Chief              63          (1)
                               Executive Officer

Richard K. Davidson  . .      President of Union Pacific      53          (2)
                               and Chairman and Chief 
                               Executive Officer of
                               the Railroad

L. White Matthews, III .      Executive Vice President -      49          (3)
                               Finance
 
Ursula F. Fairbairn. . .      Senior Vice President -         52          (4)
                               Human Resources

Carl W. von Bernuth. . .      Senior Vice President           51          (5)
                               and General Counsel

Charles E. Billingsley .      Vice President                  61       Current
                               and Controller                          Position

John E. Dowling  . . . .      Vice President - Corporate      47       Current
                               Development                             Position

John B. Gremillion, Jr .      Vice President - Taxes          48          (6)

Mary E. McAuliffe. . . .      Vice President - External       49          (7)
                               Relations

Gary F. Schuster . . . .      Vice President - Corporate      53       Current
                               Relations                               Position

Gary M. Stuart . . . . .      Vice President and Treasurer    54       Current
                                                                       Position

Judy L. Swantak. . . . .      Vice President and Corporate    39          (8)
                               Secretary

Jack L. Messman  . . . .      President and Chief Executive   55          (9)
                               Officer of Resources

James D. Douglas . . . .      President and Chief Operating   45          (10)
                               Officer of Overnite

 11

___________________________________

           (1)  Mr. Lewis has served in his present position for the past five
                years.  In addition, Mr. Lewis served as President of Union
                Pacific through May 1994 and as Chairman of the Railroad during
                August and September 1991.

           (2)  Mr. Davidson was elected President of Union Pacific effective 
                May 1994, Chairman of the Railroad effective September 1991,
                and Chief Executive Officer of the Railroad effective August
                1991.  In addition, Mr. Davidson served as President of the 
                Railroad during August 1991.  Prior to August 1991, he served
                as Executive Vice President - Operations of the Railroad.

           (3)  Mr. Matthews was elected to his present position effective April
                1992.  Prior thereto, he served as Senior Vice President - 
                Finance of Union Pacific.

           (4)  Mrs. Fairbairn was elected to her present position effective 
                April 1990.  Prior thereto, she served as IBM Director of 
                Education and Management Development for International 
                Business Machines Corporation.

           (5)  Mr. von Bernuth was elected to his present position effective
                September 1991. Prior thereto, he served as Vice President and
                General Counsel of Union Pacific.

           (6)  Mr. Gremillion was elected to his present position effective
                February 1992. Prior thereto, he served as Director of Taxes of
                Union Pacific.  
  
           (7)  Ms. McAuliffe was elected to her present position effective
                December 1991. Prior thereto, she served as Director - 
                Washington Affairs, Transportation and Tax of Union Pacific.  
           
           (8)  Mrs. Swantak was elected to her present position effective
                September 1991.  Prior thereto, she served as Corporate 
                Secretary of Union Pacific.

           (9)  Mr. Messman was elected to his present position effective May 
                1991 and concurrently served as Chairman of USPCI prior to 
                January 1995.  In addition, prior to May 1991, he served as 
                Chief Executive Officer of USPCI.

           (10) Mr. Douglas was elected to his present position effective 
                February 1995.  From July 1993 through January 1995 he served as
                Senior Vice President - Finance and Administration of Overnite,
                and from March 1991 through June 1993 he served as Vice 
                President - Finance of Overnite.  Prior thereto, he served as 
                Assistant Controller - Accounting of Union Pacific.

 12

                                  PART II

Item 5.    Market for the Registrant's Common Equity and Related Stockholder
           Matters

           Information as to the markets in which Union Pacific's Common Stock 
is traded, the quarterly high and low prices for such stock, the dividends
declared with respect to the Common Stock during the last two years, and the
approximate number of stockholders of record at January 31, 1995, is set
forth under Selected Quarterly Data and Stockholders and Dividends, appearing 
on pages 43 and 44 of the Annual Report. Information as to restrictions on 
the payment of dividends with respect to the Corporation's Common Stock is set 
forth in Note 8 to Financial Statements, appearing on pages 40 and 41 of the 
Annual Report. Such information is incorporated herein by reference.

Item 6.    Selected Financial Data

           Selected Financial Data for Union Pacific for each of the last five
years are set forth under Ten-Year Financial Summary, appearing on page 47 of 
the Annual Report.  All such information is incorporated herein by reference.

Item 7.    Management's Discussion and Analysis of Financial Condition and 
           Results of Operations 

           Information as to Union Pacific's results of operations, cash flows,
liquidity and capital resources, and other matters is set forth in the Financial
Review, appearing on pages 23 through 30 of the Annual Report, and is
incorporated herein by reference.  

Item 8.    Financial Statements and Supplementary Data

           The Corporation's consolidated financial statements, accounting 
policy disclosures, notes to financial statements, business segment 
information and independent auditors' report are presented on pages 31 
through 43 of the Annual Report.  Selected quarterly financial data are set 
forth under Selected Quarterly Data, appearing on page 43 of the Annual 
Report.  Information with respect to oil and gas producing activities is set 
forth under Supplementary Information, appearing on pages 44 through 46 of
the Annual Report.  All such information is incorporated herein by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure 

           None.

 13
                                 PART III

Item 10.   Directors and Executive Officers of the Registrant

  (a) Directors of Registrant.

          Information as to the names, ages, positions and offices with Union 
Pacific, terms of office, periods of service, business experience during the 
past five years and certain other directorships held by each director or 
person nominated to become a director of Union Pacific is set forth in the 
Directors segments of the Proxy Statement and is incorporated herein by 
reference.

  (b) Executive Officers of Registrant.

          Information concerning the executive officers of Union Pacific and its
subsidiaries is presented in Part I of this Report under Executive Officers of
the Registrant and Principal Executive Officers of Subsidiaries.

  (c) Section 16(a) Compliance.

          Information concerning compliance with Section 16(a) of the Securities
Exchange Act of 1934 is set forth in the Certain Relationships and Related
Transactions segment of the Proxy Statement and is incorporated herein by
reference.

Item 11.   Executive Compensation

          Information concerning remuneration received by Union Pacific's
executive officers and directors is presented in the Compensation of Directors,
Compensation Committee Interlocks and Insider Participation, Summary 
Compensation Table, Option/SAR Grants Table, Option/SAR Exercises and Year-End 
Value Table and Defined Benefit Plans segments of the Proxy Statement and is 
incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

          Information as to the number of shares of Union Pacific's equity 
securities beneficially owned as of February 10, 1995 by each of its directors 
and nominees for director, its five most highly compensated executive 
officers and its directors and executive officers as a group is set forth 
in the Directors and Security Ownership of Management segments of the Proxy 
Statement and is incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions

          Information on related transactions is set forth in the Certain
Relationships and Related Transactions and Compensation Committee Interlocks and
Insider Participation segments of the Proxy Statement and is incorporated herein
by reference.

 14

                                  PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

        (a) (1) and (2) Financial Statements and Schedules

            The financial statements, accounting policy disclosures, notes to
            financial statements and independent auditors' report appearing 
            on pages 31 through 43, inclusive, of Union Pacific's 1994 Annual 
            Report to Stockholders are incorporated herein by reference.

            No schedules are required to be filed because of the absence of
            conditions under which they would be required or because the 
            required information is set forth in the financial statements 
            referred to above.

            (3) Exhibits - Items 10(a) through 10(n) constitute the management
                           contracts and executive compensation plans and
                           arrangements required to be filed as exhibits to this
                           report.

            (3)  (a)  Union Pacific's Revised Articles of Incorporation, as 
                      amended through April 17, 1992, are incorporated herein 
                      by  reference to Exhibit 3(a) to Union Pacific's Report 
                      on Form 10-Q for the quarter ended March 31, 1992.

            (3)  (b)  Union Pacific's By-Laws, amended effective as of 
                      January 26, 1995.  

            (4)       Pursuant to various indentures and other agreements, Union
                      Pacific has issued long-term debt; however, no such 
                      agreement has securities or obligations covered thereby 
                      which exceed 10% of Union Pacific's total consolidated 
                      assets.  Union Pacific agrees to furnish the Commission 
                      with a copy of any such indenture or agreement upon 
                      request by the Commission.

            (10) (a)  The Executive Incentive Plan of Union Pacific 
                      Corporation and Subsidiaries, amended effective as of 
                      September 30, 1993, is incorporated herein by reference to
                      Exhibit 10 to Union Pacific's Report on Form 10-Q for the 
                      quarter ended September 30, 1992 and Exhibit 10(a) to 
                      Union Pacific's Report on Form 10-Q for the quarter ended 
                      September 30, 1993.

            (10) (b)  The 1982 Stock Option and Restricted Stock Plan of Union
                      Pacific Corporation, as amended as of February 1, 1992, is
                      incorporated herein by reference to Exhibit 10(c) to Union
                      Pacific's Report on Form 10-K for the year ended 
                      December 31, 1991.

            (10) (c)  The 1988 Stock Option and Restricted Stock Plan of Union
                      Pacific Corporation, as amended as of February 1, 1992, is
                      incorporated herein by reference to Exhibit 10(d) to Union
                      Pacific's Report on Form 10-K for the year ended 
                      December 31, 1991.

 15

            (10) (d)  The Supplemental Pension Plan for Officers and Managers of
                      Union Pacific Corporation and Affiliates, as amended and
                      restated, is incorporated herein by reference 
                      to Exhibit 10(d) to Union Pacific's Report on Form 
                      10-K for the year ended December 31, 1993.

            (10) (e)  The Supplemental Pension Plan for Exempt Salaried 
                      Employees of Union Pacific Resources Company and 
                      Affiliates, as amended and restated, is incorporated by 
                      reference to Exhibit 10(e) to Union Pacific's Report on 
                      Form 10-K for the year ended December 31, 1993.

            (10) (f)  The Employment Agreement, dated as of January 30, 1986, 
                      between Union Pacific and Andrew L. Lewis, Jr., is 
                      incorporated herein by reference to Exhibit 10(e) to 
                      Union Pacific's Report on Form 10-K for the year ended 
                      December 31, 1985.

            (10) (g)  The 1990 Retention Stock Plan of Union Pacific 
                      Corporation, as amended as of September 30, 1993, is
                      incorporated herein by reference to Exhibit 10(e) to 
                      Union Pacific's Report on Form 10-Q for the quarter ended 
                      September 30, 1991 and Exhibit 10(b) to Union Pacific's
                      Report on Form 10-Q for the quarter ended September 30,
                      1993.

            (10) (h)  The 1992 Restricted Stock Plan for Non-Employee 
                      Directors of Union Pacific Corporation, as amended as of
                      January 28, 1993, is incorporated herein by reference to 
                      Exhibit 10(a) to Union Pacific's Current Report on 
                      Form 8-K filed March 16, 1993.

            (10) (i)  The 1993 Stock Option and Retention Stock Plan of Union
                      Pacific Corporation, as amended as of September 30, 
                      1993, is incorporated herein by reference to 
                      Exhibit 10(b) to Union Pacific's Current Report on 
                      Form 8-K filed March 16, 1993 and Exhibit 10(c) to 
                      Union Pacific's Report on Form 10-Q filed for the 
                      quarter ended September 30, 1993.

            (10) (j)  The Pension Plan for Non-Employee Directors of Union
                      Pacific Corporation is incorporated herein by reference 
                      to Exhibit 10(k) to Union Pacific's Report on Form 10-K 
                      for the year ended December 31, 1992.

            (10) (k)  The Executive Life Insurance Plan of Union Pacific 
                      Corporation, adopted August 2, 1994, is incorporated 
                      herein by reference to Exhibit 10 to Union Pacific's 
                      Report on Form 10-Q for the quarter ended June 30, 1994.

            (10) (l)  The Union Pacific Corporation Stock Unit Grant and 
                      Deferred Compensation Plan for the Board of Directors.

            (10) (m)  Written Description of Charitable Contribution Plan for 
                      Non-Employee Directors of Union Pacific Corporation is
                      incorporated herein by reference to Exhibit 10(m) to 
                      Union Pacific's Report on Form 10-K for the year ended 
                      December 31, 1992.

 16

            (10) (n)  Written Description of Other Executive Compensation
                      Arrangements of Union Pacific Corporation is incorporated
                      herein by reference to Exhibit 10(o) to Union Pacific's
                      Report on Form 10-K for the year ended December 31, 1992.

            (11)      Computation of earnings per share.

            (12)      Computation of ratio of earnings to fixed charges.

            (13)      Pages 4 through 49, inclusive, of Union Pacific's Annual
                      Report to Stockholders for the year ended December 31, 
                      1994, but excluding photographs set forth on pages 4 
                      through 22, none of which supplements the text and 
                      which are not otherwise required to be disclosed in 
                      this Form 10-K.

            (21)      List of Union Pacific's significant subsidiaries and their
                      respective states of incorporation.

            (23)      Independent Auditors' Consent.

            (24)      Powers of attorney executed by the directors of Union 
                      Pacific.

            (27)      Financial Data Schedule.

            (99) (a)  Financial Statements for the Fiscal Year ended December
                      31, 1994 required by Form 11-K for the Union  Pacific 
                      Corporation Thrift Plan - To be filed by amendment.

            (99) (b)  Financial Statements for the Fiscal Year ended December
                      31, 1994 required by Form 11-K for the Union Pacific 
                      Fruit Express Company Agreement Employee 401(k) 
                      Retirement Thrift Plan - To be filed by amendment.

            (99) (c)  Financial Statements for the Fiscal Year ended December 
                      31, 1994 required by Form 11-K for the Skyway 
                      Retirement Savings Plan - To be filed by amendment.

            (99) (d)  Financial Statements for the Fiscal Year ended December 
                      31, 1994 required by Form 11-K for the Union Pacific
                      Agreement Employee 401(k) Retirement Thrift Plan - To 
                      be filed by amendment.

            (99) (e)  Financial Statements for the Fiscal Year ended December 
                      31, 1994 required by Form 11-K for the Union Pacific 
                      Motor Freight Agreement Employee 401(k) Retirement 
                      Thrift Plan - To be filed by amendment.

        (b) Reports on Form 8-K
            -------------------

            On October 12, 1994, the Corporation filed a Current Report on 
            Form 8-K, which contained a press release describing the proposed 
            acquisition by the Corporation of Santa Fe and certain related 
            litigation filed by the Corporation.

 17

                                SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 8th day of
March, 1995.

                                         UNION PACIFIC CORPORATION

                                         By /s/ Drew Lewis
                                            ------------------------------------
                                            Drew Lewis, Chairman and Chief
                                             Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below, on this 8th day of March, 1995, by the
following persons on behalf of the registrant and in the capacities indicated.

        PRINCIPAL EXECUTIVE OFFICER
          AND DIRECTOR:

                                            /s/ Drew Lewis
                                            -----------------------------------
                                            Drew Lewis, Chairman and Chief
                                             Executive Officer

        PRINCIPAL FINANCIAL OFFICER 
          AND DIRECTOR:

                                            /s/ L. White Matthews, III
                                            ----------------------------------- 
                                            L. White Matthews, III, 
                                             Executive Vice President - Finance

        PRINCIPAL ACCOUNTING OFFICER:

                                            /s/ Charles E. Billingsley
                                            -----------------------------------
                                            Charles E. Billingsley,
                                             Vice President and Controller

 18

                         SIGNATURES - (Continued)

DIRECTORS:

Robert P. Bauman*                                   Richard J. Mahoney*

Richard B. Cheney*                                  Claudine B. Malone*

E. Virgil Conway*                                   Jack L. Messman*

Richard K. Davidson*                                John R. Meyer*

Spencer F. Eccles*                                  Thomas A. Reynolds, Jr.*

Elbridge T. Gerry, Jr.*                             James D. Robinson, III*

William H Gray, III*                                Robert W. Roth*

Judith R. Hope*                                     Richard D. Simmons*

Lawrence M. Jones*

* By  /s/ Judy L. Swantak                    
      ----------------------------------
      Judy L. Swantak, Attorney-in-fact

                                   EXHIBIT INDEX

Exhibit  
Number
- - -------

(3) (a)     Union Pacific's Revised Articles of Incorporation, as amended 
            through April 17, 1992, are incorporated herein by reference to 
            Exhibit 3(a) to Union Pacific's Report on Form 10-Q for the quarter
            ended March 31, 1992.

(3) (b)     Union Pacific's By-Laws, amended effective as of January 26, 1995.

(4)         Pursuant to various indentures and other agreements, Union 
            Pacific has issued long-term debt; however, no such agreement has 
            securities or obligations covered thereby which exceed 10% of Union
            Pacific's total consolidated assets. Union Pacific agrees to 
            furnish the Commission with a copy of any such indenture or 
            agreement upon request by the Commission.

(10) (a)    The Executive Incentive Plan of Union Pacific Corporation and
            Subsidiaries, amended effective as of September 30, 1993, is
            incorporated herein by reference to Exhibit 10 to Union Pacific's
            Report on Form 10-Q for the quarter ended September 30, 1992 and
            Exhibit 10(a) to Union Pacific's Report on Form 10-Q for the quarter
            ended September 30, 1993.

(10) (b)    The 1982 Stock Option and Restricted Stock Plan of Union Pacific
            Corporation, as amended as of February 1, 1992, is incorporated 
            herein by reference to Exhibit 10(c) to Union Pacific's Report
            on Form 10-K for the year ended December 31, 1991.

(10) (c)    The 1988 Stock Option and Restricted Stock Plan of Union Pacific
            Corporation, as amended as of February 1, 1992, is incorporated 
            herein by reference to Exhibit 10(d) to Union Pacific's Report on
            Form 10-K for the year ended December 31, 1991.

(10) (d)    The Supplemental Pension Plan for Officers and Managers of Union
            Pacific Corporation and Affiliates, as amended and restated, is
            incorporated herein by reference to Exhibit 10(d) to Union Pacific's
            Report on Form 10-K for the year ended December 31, 1993.

(10) (e)    The Supplemental Pension Plan for Exempt Salaried Employees of
            Union Pacific Resources Company and Affiliates, as amended and
            restated, is incorporated by reference to Exhibit 10(e) to
            Union Pacific's Report on Form 10-K for the year ended December
            31, 1993.

(10) (f)    The Employment Agreement, dated as of January 30, 1986, between
            Union Pacific and Andrew L. Lewis, Jr., is incorporated herein
            by reference to Exhibit 10(e) to Union Pacific's Report on Form
            10-K for the year ended December 31, 1985.

(10) (g)    The 1990 Retention Stock Plan of Union Pacific Corporation, as
            amended as of September 30, 1993, is incorporated herein by
            reference to Exhibit 10(e) to Union Pacific's Report on Form
            10-Q for the quarter ended September 30, 1991 and Exhibit 10(b)
            to Union Pacific's Report on Form 10-Q for the quarter ended
            September 30, 1993.

(10) (h)    The 1992 Restricted Stock Plan for Non-Employee Directors of
            Union Pacific Corporation, as amended as of January 28, 1993,
            is incorporated herein by reference to Exhibit 10(a) to Union
            Pacific's Current Report on Form 8-K filed March 16, 1993.

(10) (i)    The 1993 Stock Option and Retention Stock Plan of Union Pacific
            Corporation, as amended as of September 30, 1993, is
            incorporated herein by reference to Exhibit 10(b) to Union
            Pacific's Current Report on Form 8-K filed March 16, 1993 and
            Exhibit 10(c) to Union Pacific's Report on Form 10-Q filed for
            the quarter ended September 30, 1993.

(10) (j)    The Pension Plan for Non-Employee Directors of Union Pacific
            Corporation is incorporated herein by reference to Exhibit
            10(k) to Union Pacific's Report on Form 10-K for the year ended
            December 31, 1992.

(10) (k)    The Executive Life Insurance Plan of Union Pacific Corporation,
            adopted August 2, 1994, is incorporated herein by reference to
            Exhibit 10 to Union Pacific's Report on Form 10-Q for the
            quarter ended June 30, 1994.

(10) (l)    The Union Pacific Corporation Stock Unit Grant and Deferred
            Compensation Plan for the Board of Directors.

(10) (m)    Written Description of Charitable Contribution Plan for Non-
            Employee Directors of Union Pacific Corporation is incorporated
            herein by reference to Exhibit 10(m) to Union Pacific's Report
            on Form 10-K for the year ended December 31, 1992.

(10) (n)    Written Description of Other Executive Compensation
            Arrangements of Union Pacific Corporation is incorporated
            herein by reference to Exhibit 10(o) to Union Pacific's Report
            on Form 10-K for the year ended December 31, 1992.

(11)        Computation of earnings per share.

(12)        Computation of ratio of earnings to fixed charges.

(13)        Pages 4 through 49, inclusive, of Union Pacific's Annual Report
            to Stockholders for the year ended December 31, 1994, but
            excluding photographs set forth on pages 4 through 22, none of
            which supplements the text and which are not otherwise required
            to be disclosed in this Form 10-K.

(21)        List of Union Pacific's significant subsidiaries and their
            respective states of incorporation.

(23)        Independent Auditors' Consent.

(24)        Powers of attorney executed by the directors of Union Pacific.

(27)        Financial Data Schedule.

(99) (a)    Financial Statements for the Fiscal Year ended December 31,
            1994 required by Form 11-K for the Union  Pacific  Corporation
            Thrift Plan - To be filed by amendment.

(99) (b)    Financial Statements for the Fiscal Year ended December 31,
            1994 required by Form 11-K for the Union Pacific Fruit Express
            Company Agreement Employee 401(k) Retirement Thrift Plan - To
            be filed by amendment.

(99) (c)    Financial Statements for the Fiscal Year ended December 31,
            1994 required by Form 11-K for the Skyway Retirement Savings
            Plan - To be filed by amendment.

(99) (d)    Financial Statements for the Fiscal Year ended December 31,
            1994 required by Form 11-K for the Union Pacific Agreement
            Employee 401(k) Retirement Thrift Plan - To be filed by
            amendment.

(99) (e)    Financial Statements for the Fiscal Year ended December 31,
            1994 required by Form 11-K for the Union Pacific Motor Freight
            Agreement Employee 401(k) Retirement Thrift Plan - To be filed
            by amendment.

 COVER
                                                           EXHIBIT 3(b)

                                  BY-LAWS

                                    OF

                         UNION PACIFIC CORPORATION

                As Amended Effective as of January 26, 1995

 1
                                  BY-LAWS

                                    OF

                         UNION PACIFIC CORPORATION

               (AS AMENDED EFFECTIVE AS OF JANUARY 26, 1995)

                                 ARTICLE I

                           STOCKHOLDERS MEETINGS

  SECTION 1.  Annual meetings of the stockholders of this Company
shall be held in Salt Lake City, Utah.  Special meetings of the
stockholders of this Company may be held at such place or places as
shall be ordered by the Board of Directors or Executive Committee,
but, unless otherwise ordered, such meetings shall be held in Salt
Lake City, Utah.

  SECTION 2.  Annual meetings of the stockholders, for the purpose
of electing directors and transacting any other business, shall be
held at such time as shall be ordered by the Board of Directors or
Executive Committee, but, unless otherwise ordered, shall be held at
8:30 a.m. on the third Friday of April in each year.

  SECTION 3.  A special meeting of the stockholders may be held at
any time upon order of the Board of Directors or Executive Committee. 
The objects of a special meeting shall be stated in the order
therefor, and the business transacted shall be confined to such
objects.

  SECTION 4.  Notice of all meetings of the stockholders shall be
given, either personally or by mail, not less than ten nor more than
fifty days prior thereto.  The notice of all special meetings shall
state the objects thereof.  The failure to give notice of an annual
meeting, or any irregularity in the notice, shall not affect the
validity of such annual meeting or of any proceedings thereat.  Any
stockholder may consent in writing to the holding of a special
meeting without notice, and the attendance of any stockholder at a
special meeting, whether in person or by proxy, shall constitute a
waiver by him of call and notice thereof and a consent to the holding
of said meeting and the transaction of any corporate business
thereat.

 2

  SECTION 5.  The Board of Directors or the Executive Committee may
fix in advance a day and hour not more than seventy days preceding
any annual or special meeting of stockholders as the time for the
determination of stockholders entitled to vote at such meeting. 
Stockholders of record at the time so fixed by the Board of Directors
or the Executive Committee and only such stockholders shall be
entitled to vote at such meeting.  Each share of stock shall entitle
such record holder thereof to one vote, in person or by proxy in
writing.

  SECTION 6.  The Chairman of the Board, and in his absence the
Chief Executive Officer, and in their absence the President, and in
their absence one of the Vice Presidents, shall call meetings of the
stockholders to order and act as chairman of such meetings.  In the
absence of all these officers, the Board of Directors may appoint a
chairman of the meeting to act in such event; but if the Board shall
not make such appointment, then, in the absence of all of these
officers, any stockholder or proxy of any stockholder may call the
meeting to order, and a chairman shall be elected.

  SECTION 7.  The Secretary of the Company shall act as secretary
at all meetings of the stockholders; but the Board of Directors or
Executive Committee may designate an Assistant Secretary for that
purpose before the meeting, and if no such designation shall have
been made, then the presiding officer at the meeting may appoint any
person to act as secretary of the meeting.

  SECTION 8.  At each meeting of the stockholders the polls shall
be opened and closed, the ballots and proxies shall be received and
taken charge of, and all questions touching the qualifications of
voters, the validity of proxies, and the acceptance or rejection of
votes, shall be decided by two inspectors.  Such inspectors shall be
appointed before the meeting by the Board of Directors or by the
Executive Committee, and if no such appointment shall have been made,
then by the presiding officer at the meeting; and if for any reason
any of the inspectors previously appointed shall fail to attend, or
refuse or be unable to serve, then inspectors, in place of any so
failing to attend or refusing or unable to serve, shall be appointed
by the presiding officer at the meeting.  Such inspectors need not be
stockholders.

  SECTION 9. The representation of a majority of the outstanding
capital stock of the Company by the holders thereof in person or by
proxy shall be requisite to constitute a quorum for the holding of
any meeting of the stockholders; except that any proportion of the
outstanding stock less than a majority may adjourn a meeting from day
to day until a quorum shall be present.  A majority of the capital
stock represented at any meeting shall be necessary to determine any
question or election thereat.  The time and place to which any
adjournment is taken shall be publicly announced at the meeting, and
no further notice thereof shall be necessary.

 3
                                ARTICLE II

                            BOARD OF DIRECTORS

  SECTION 1.  The business and affairs of the Company shall be
managed by the Board of Directors, which shall consist of nineteen
members.  The directors shall be divided into three classes in
accordance with Article Seventh of the Articles of Incorporation of
the Company.  Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a
quorum.  A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.  Any director
appointed by the Board of Directors to fill a directorship caused by
an increase in the number of directors shall serve until the next
annual meeting or a special meeting of the stockholders called for
the purpose of electing a director to the office so created.

  SECTION 2.  Regular meetings of the Board of Directors shall be
held at 9:30 a.m. on such day in such months as the Board shall from
time to time designate, and no further notice of such regular
meetings shall be required.  Special meetings shall be held whenever
called by order of the Chairman or the Executive Committee or any
five members of the Board.  Notice of Special meetings shall be
given, at least one day prior thereto, by personal service of written
notice upon the directors or by delivering the same at or mailing or
telegraphing the same to their respective residences or offices.  Any
director may consent in writing to the holding of a special meeting
without notice, and the attendance of any director at a special
meeting shall constitute a waiver by him of call and notice thereof
and a consent to the holding of said meeting and the transaction of
any corporate business thereat.  Meetings of the Board of Directors
may be held at such place or places as shall be ordered by the
Executive Committee or by a majority of the directors in office, but
unless otherwise ordered, all meetings of the Board of Directors
shall be held at the general office of the Company in the City and
State of New York.

  SECTION 3.  A majority of the directors in office shall con-
stitute a quorum at all meetings of the Board.  If a quorum be not
present at any meeting, a majority of the directors present may
adjourn the meeting until a later day or hour.

  SECTION 4.  As soon as practicable after the close of each fiscal
year, the Board of Directors shall make a report of the business and
affairs of the Company to the stockholders.

  SECTION 5. Each director, other than active employees of the
Company, or of any subsidiary of the Company, shall be paid an annual
retainer in an amount equal to $60,000, a portion of which may be
required to be deferred as determined by the Board of Directors, and
each such director who shall serve as the Chairman or a Co-Chairman
of a Committee of the Board shall receive an additional annual
retainer of $6,000, each retainer payable quarterly at the end of the

 4

quarter, except that directors who attend fewer than 75% of the Board
and Committee meetings on which they serve will be paid 75% of the
annual retainer, plus a reasonable allowance for transportation and
other expenses incurred by such director in going to any meeting of
the Board of Directors, or of any Committee of the Board, and
returning to such director's place of residence.

 5
                                ARTICLE III

                            EXECUTIVE COMMITTEE

  SECTION 1.  There shall be an Executive Committee consisting of
such number of directors as shall be elected thereto by the Board of
Directors, whose terms of office shall continue during the pleasure
of the Board, and in addition the Chairman of the Board, the Chief
Executive Officer, the Chairman of the Executive Committee and the
President, ex officio.  The Executive Committee shall, when the Board
of Directors is not in session, have all the powers of the Board of
Directors to manage and direct all the business and affairs of the
Company, in such manner as said Committee shall deem best for the
Company's interests, in all cases in which specific directions shall
not have been given by the Board of Directors.

  SECTION 2.  Meetings of the Executive Committee may be called at
any time by the Chairman of the Board or a majority of the members of
the Committee, to convene at such time and place as may be designat-
ed.

  SECTION 3.  A majority of the members of the Committee shall
constitute a quorum.  If a quorum be not present at any meeting, the
member or members of the Committee present may adjourn the meeting
until a later day or hour; or the member or members present, whether
constituting a quorum or not, at his or their option, shall have the
power to appoint a substitute or substitutes from the members of the
Board of Directors to act during the temporary absence of any member
or members of the Committee.

 6
                                ARTICLE IV

                            OFFICERS AND AGENTS

  SECTION 1.  There may be elected by the Board of Directors from
its members a Chairman of the Board, a Chief Executive Officer, a
President, a Chief Operating Officer, one or more Vice Chairmen of
the Board, and a Chairman of the Executive Committee, and there may
also be elected by the Board of Directors an Executive Vice Presi-
dent, an Executive Vice President-Finance, a Senior Vice President-
Law, a Senior Vice President-Human Resources, a Vice President-Taxes,
a General Counsel, a Controller, a Secretary, a Treasurer and such
other Vice Presidents as the Board shall determine, and there may
also be appointed by the Board of Directors or Executive Committee
such Assistant Secretaries, Assistant Treasurers, Assistant Control-
lers, Associate General Counsels, Assistant General Counsels, General
Tax Counsels, Associate General Tax Counsels and other officers and
agents as the Board of Directors or Executive Committee shall from
time to time determine.

  SECTION 2.  The Chairman of the Board shall preside, when
present, at meetings of the Board of Directors and at meetings of the
Executive Committee and shall perform such other duties and possess
such powers as may be prescribed or conferred by the Board of
Directors or the Chief Executive Officer.

  SECTION 3.  The Chief Executive Officer shall have general
supervision of all departments and offices of the Company and of the
interest of the Company in all companies controlled by it.  He shall
preside, in the absence of the Chairman of the Board, at meetings of
the Board of Directors and at meetings of the Executive Committee.

  SECTION 4.  The President shall preside, in the absence of the
Chairman of the Board, at meetings of the Board of Directors and the
Executive Committee and shall perform such duties and possess such
powers as may be prescribed or conferred by the Board of Directors or
the Chief Executive Officer.

  SECTION 5.  The Chief Operating Officer shall have day to day
operating responsibilities for the affairs of the Company, reporting
to the Chief Executive Officer, and shall perform such duties as may
be prescribed or conferred by the Board of Directors or the Chief
Executive Officer.

  SECTION 6.  The Vice Chairmen of the Board shall perform such
duties and possess such powers as may be prescribed or conferred by
the Board of Directors or the Chief Executive Officer.

  SECTION 7.  The Chairman of the Executive Committee shall perform
such duties and possess such powers as may be prescribed or conferred
by the Board of Directors, the Executive Committee or the Chief
Executive Officer.

 7

  SECTION 8.  The Executive Vice President shall have the direction
and management of the strategic planning and corporate development
functions of the Company, and shall perform such other duties as may
be prescribed or conferred by the Chief Executive Officer.

  SECTION 9.  The Executive Vice President-Finance shall have the
direction and management of the financial affairs and investments of
the Company and of the offices in charge of the Controller, the
Treasurer and the Vice President-Taxes, and shall perform such other
duties as may be prescribed or conferred by the Chief Executive
Officer.

  SECTION 10.  The Senior Vice President-Law shall have the di-
rection and management of all legal business of the Company except as
otherwise provided in Sections 12, 13 and 19 of this ARTICLE IV, and
shall perform such other duties as may be prescribed or conferred by
the Chief Executive Officer.

  SECTION 11.  The Senior Vice President-Human Resources shall have
the direction and management of the human resources functions of the
Company, and shall perform such other duties as may be prescribed or
conferred by the Chief Executive Officer.

  SECTION 12.  The General Counsel shall perform such duties
respecting legal matters as shall be assigned to him by the Chief
Executive Officer, and shall perform such other duties as may be
prescribed or conferred by the Chief Executive Officer.

  SECTION 13.  The Vice President-Taxes shall, under the control
of the Executive Vice President-Finance, have charge of all aspects
of Federal, foreign, state and local taxes, and shall perform such
other duties as may be assigned by the Executive Vice President-
Finance.

  SECTION 14.  The other Vice Presidents elected from time to time
shall perform such duties and possess such powers as may be pre-
scribed or conferred by the Board of Directors or the Chief Executive
Officer.

  SECTION 15.  Except as otherwise provided herein or directed by
the Board of Directors, the Controller shall have immediate charge of
the general books, accounts and statistics of the Company and shall
be the custodian of all vouchers, drafts, invoices and other
evidences of payment and all bonds, interest coupons and other
evidences of indebtedness which shall have been cancelled.  He is
authorized to approve for payment by the Treasurer vouchers, pay-
rolls, drafts or other accounts.  He shall be furnished by the
Assistant Controllers of the Company periodically or specially as
requested by him with the approval of and in form prescribed by the
Executive Vice President-Finance, statements of operating revenues
and expenses and estimates thereof and of expenditures and estimates
on all other accounts; and copies of all statistical data that may be
compiled in regular course and also all other information in refer-
ence to the financial affairs and operations of the Company and of

 8

any subsidiary company that may be required by the Executive Vice
President-Finance or the Board of Directors.  He shall submit for
each regular meeting of the Board of Directors, and, at such other
times as may be required by said Board or the Executive Vice Presi-
dent-Finance, statements of operating results, of cash resources and
requirements and of appropriations for Capital Expenditures, and
shall perform such other duties as the Executive Vice President-
Finance may from time to time direct.

  The Assistant Controllers shall exercise such of the powers and
perform such of the duties of the Controller with respect to account-
ing and approving or authorizing payments as shall be assigned to
them by the Controller.

  SECTION 16.  The Secretary shall attend all meetings of the
stockholders, the Board of Directors and the Executive Committee, and
keep a record of all their proceedings.  He shall procure and keep in
his files certified copies of the minutes of all meetings of the
stockholders, boards of directors and executive committees of all
companies a majority of whose capital stock is owned by this Company. 
He shall be the custodian of the seal of the Company.  He shall have
power to affix the seal of the Company to instruments, the execution
of which is authorized by these By-Laws or by action of the Board of
Directors or Executive Committee, and to attest the same.  He shall
have supervision of the issuance, transfer and registration of the
capital stock and debt securities of the Company.  He shall perform
such other duties as may be assigned to him by the Board of Directors
or the Chief Executive Officer.

  The Assistant Secretaries shall have power to affix the seal of
the Company to instruments, the execution of which is authorized by
these By-Laws or by action of the Board of Directors or Executive
Committee, and to attest the same, and shall exercise such of the
other powers and perform such of the other duties of the Secretary as
shall be assigned to them by the Secretary.

  SECTION 17.  Except as otherwise provided herein or directed by
the Board of Directors, the Treasurer shall be the custodian of all
moneys, stocks, bonds, notes and other securities of the Company.  He
is authorized to receive and receipt for stocks, bonds, notes and
other securities belonging to the Company or which are received for
its account.  All stocks, bonds, notes and other securities in the
custody of the Treasurer shall be held in the safe deposit vaults of
the Company subject to access thereto as shall from time to time be
ordered by the Board of Directors.  Stocks, bonds, notes and other
securities shall be deposited in the safe deposit vaults, or with-
drawn from them, only on warrants signed and countersigned by such
persons as shall be authorized by the Board of Directors or the Chief
Executive Officer.  The Treasurer is authorized and empowered to
receive and collect all moneys due to the Company and to receipt
therefor.  All moneys received by the Treasurer shall be deposited to
the credit of the Company in such depositories as shall be designated
by the Board of Directors or the Chief Executive Officer; and the
Treasurer may endorse for deposit therein all checks, drafts, or

 9

vouchers drawn to the order of the Company or payable to it.  He is
also authorized to draw checks against any funds to the credit of the
Company in any of its depositories.  All such checks shall be signed
and countersigned by such persons as shall be authorized by the Board
of Directors except that, if so provided by the Board of Directors,
checks in payment of bond coupons may be without countersignature,
and checks in payment of dividends on stock and interest on regis-
tered bonds may be signed with the facsimile signature of the
Treasurer and may be countersigned with the facsimile counter-
signature of the Controller.  The Treasurer is authorized to make
disbursements in settlement of vouchers, payrolls, drafts or other
accounts, when approved for payment by the Controller, or such other
person as shall be authorized by the Board of Directors or the Chief
Executive Officer; for payments which have been otherwise ordered or
provided for by the Board of Directors or the Chief Executive Offi-
cer; for interest on bonds and dividends on stock when due and
payable; for vouchers, pay checks, drafts and other accounts properly
certified to by the duly authorized officers of the Company; and for
vouchers, pay checks, drafts and other accounts approved by the
officers duly authorized to approve for payment of any company which
this Company controls through ownership of stock or otherwise, as may
be designated in writing from time to time by the Chief Executive
Officer to the Treasurer.  He shall cause to be kept in his office
true and full accounts of all receipts and disbursements of his
office.  He shall also perform such other duties as shall be assigned
to him by the Executive Vice President-Finance.

  The Assistant Treasurers may exercise all powers of the Treasurer
herein conferred in respect of the receipt of moneys and securities,
endorsement for deposit and signature of checks.

  SECTION 18.  The Associate General Counsels and Assistant General
Counsels shall perform such duties respecting legal matters as shall
be assigned to them by the General Counsel.

  SECTION 19.  The General Tax Counsels shall be responsible for
all tax-related legal advice (including federal tax planning and
research, litigation and legislation; tax aspects of strategic,
operational and financing transactions; and ERISA/Benefits tax
matters), and shall perform such other duties as shall be assigned to
them by the Vice President-Taxes.

  SECTION 20.  The Associate General Tax Counsels shall perform
such duties as shall be assigned to them by the Vice President-Taxes
or the General Tax Counsels.

 10
                                 ARTICLE V

                   SUPERVISION, REMOVAL AND SALARIES OF
                          OFFICERS AND EMPLOYEES

  SECTION 1.  Any officer or committee elected or appointed by the
Board of Directors may be removed as such at any time by the
affirmative vote of a majority of the whole Board.  Any other officer
or employee of the Company may be removed at any time by vote of the
Board of Directors or of the Executive Committee.  All officers,
agents and employees other than those appointed by the Board of
Directors or Executive Committee may be removed by the officer
appointing them.

  SECTION 2.  All officers, agents and employees of the Company,
in the exercise of the powers conferred and the performance of the
duties imposed upon them, by these By-Laws or otherwise, shall at all
times be subject to the direction, supervision and control of the
Board of Directors or the Executive Committee.

  SECTION 3.  No office or position shall be created and no person
shall be employed at a salary of more than $200,000 per annum, and no
salary shall be increased to an amount in excess of $200,000 per
annum, without the approval of the Board of Directors or Executive
Committee, nor shall special compensation be paid to any officer or
employee, unless authorized by the Board of Directors or Executive
Committee; provided, however, that this section shall be applicable
only to salaried positions.

  SECTION 4.  The Board of Directors may from time to time vest
general authority in the Chairman of the Board, the Chief Executive
Officer, the President, or the Head of any department or office of
the Company, or any such other officer of the Company as any of the
foregoing shall designate, for the sole determination of disposition
of any matter which otherwise should be required to be considered by
the Board of Directors or the Executive Committee under the provi-
sions of this Article.

 11
                                ARTICLE VI

                        CONTRACTS AND EXPENDITURES

  SECTION 1.  All capital expenditures, exploration and development
programs, leases and property dispositions must be authorized by the
Board of Directors or Executive Committee, except that general or
specific authority with regard to such matters may be delegated to
such officers of the Company as the Board of Directors may from time
to time direct.

  SECTION 2.  Expenditures chargeable to operating expenses may be
made by or under the direction of the Head of the department or
office of the Company in which they are required, without explicit or
further authority from the Board of Directors or Executive Committee,
subject to direction, restriction or prohibition by the Chief
Executive Officer.

  SECTION 3.  No contract shall be made without the approval of the
Board of Directors or Executive Committee, except as authorized by
the Board of Directors or these By-Laws.

  SECTION 4.  Contracts for work, labor and services and materials
and supplies, the expenditures for which will be chargeable to
operating expenses, may be made in the name and on behalf of the
Company by the Head of the department or office of the Company
concerned, or by such officer as he shall designate, without further
authority.

  SECTION 5.  All written contracts and agreements to which the
Company may become a party shall be approved as to form by or under
the direction of counsel for the Company.

  SECTION 6.  The Chief Executive Officer, the Chairman of the
Board, the President, the Heads of the departments and offices of the
Company and the Vice Presidents shall severally have the power to
execute on behalf of the Company any deed, bond, indenture, certifi-
cate, note, contract or other instrument authorized or approved by
the Board of Directors or the Executive Committee, and to cause the
corporate seal to be thereto affixed and attested by the Secretary or
an Assistant Secretary.

  SECTION 7.  The Board of Directors may from time to time vest
general or specific authority in such officers of the Company as the
Board of Directors shall designate for the sole determination of
disposition of any matter which otherwise would be required to be
considered by the Board of Directors or the Executive Committee under
the provisions of this Article.

 12
                                ARTICLE VII

                    EXECUTION AND CANCELLATION OF BONDS

  SECTION 1.  No negotiable or mortgage bond shall be signed by any
officer of the Company until an issue of the same has been authorized
by the Board of Directors, and then only for the amount authorized.

  SECTION 2.  All such bonds shall require the authentication of
a trustee, and shall, until otherwise provided by the Board of
Directors, be signed by the Chief Executive Officer or the President
or a Vice President, and by the Secretary or an Assistant Secretary
thereunto authorized by resolution of the Board of Directors or of
the Executive Committee.

  SECTION 3.  For the purpose of facilitating the execution of
bonds of the Company, the Board of Directors or the Executive Com-
mittee may appoint one or more persons, who need not be members of
the Board of Directors, each bearing the title "Vice President" and
having power to sign bonds.

  SECTION 4.  No bond shall be cancelled or destroyed, except in
accordance with the provisions of the indenture under which it is
issued, or by order of the Board of Directors or Executive Committee.

 13
                               ARTICLE VIII

               ISSUE AND CANCELLATION OF STOCK CERTIFICATES

  SECTION 1.  The Board of Directors shall provide for the issue,
transfer, and registration of the capital stock of the Company in the
City and State of New York, and in any other locality which it may
designate, and shall appoint the necessary officers, transfer agents,
and registrars of transfers for that purpose.

  SECTION 2.  Until otherwise provided by the Board of Directors,
stock certificates shall be signed by the Chief Executive Officer or
the President or a Vice President, and also by the Secretary or an
Assistant Secretary thereunto authorized by the Board of Directors or
by the Executive Committee.

  SECTION 3.  For the purpose of facilitating the execution of
stock certificates of the Company, the Board of Directors or the
Executive Committee may appoint one or more persons who need not be
members of the Board of Directors, each bearing the title "Vice
President" and having power to sign stock certificates.

  SECTION 4.  Unless authorized by the Board of Directors or
Executive Committee, no new certificate shall be issued to a trans-
feree except upon surrender and cancellation of the old certificate.

  SECTION 5.  The registrar of transfers shall in every case be a
trust company to be appointed by the Board of Directors, in accord-
ance with the requirements of the New York Stock Exchange, and such
registration shall be performed in accordance with the rules and
regulations of said Exchange.

 14
                                ARTICLE IX

                                   FINAL

  SECTION 1.  The Company shall indemnify to the full extent
permitted by law any person made or threatened to be made a party to
any action, suit or proceeding, whether criminal, civil, admin-
istrative or investigative, by reason of the fact that such person is
or was a director, officer or employee of the Company or serves or
served at the request of the Company any other enterprise as a
director, officer or employee.  For purposes of this By-Law, the term
"other enterprise" shall include any corporation, partnership, joint
venture, trust or employee benefit plan; and service "at the request
of the Company" shall include service as a director, officer or
employee of the Company which imposes duties on, or involves services
by, such director, officer or employee with respect to an employee
benefit plan, its participants or beneficiaries.  This Section 1
shall not apply to any action, suit or proceeding pending or
threatened on the date of adoption hereof provided that the right of
the Company to indemnify any person with respect thereto shall not be
limited hereby.

  SECTION 2.  Any indemnification under Section 1 of this Article
(unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indem-
nification of the director, officer or employee is proper in the
circumstances because such person has met the applicable standard of
conduct required by law.  Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
(ii) if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.

  SECTION 3.  The indemnification provided by Section 1 of this
Article shall not be deemed exclusive of any other rights to which
any person seeking indemnification may be entitled under any law,
agreement, vote of stockholders or disinterested directors or other-
wise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.  Any amendment or repeal of Section
1 or Section 2 of this ARTICLE IX or this Section 3 shall not limit
the right of any person to indemnity with respect to actions taken or
omitted to be taken by such person prior to such amendment or repeal.

  SECTION 4.  The Common corporate seal is, and, until otherwise
ordered by the Board of Directors, shall be, an impression upon paper
or wax, circular in form, with the words "Union Pacific Corporation"
on the outer edge thereof, and the words and figures "Corporate
Seal", "1969", "Utah" in the center thereof.

 15

  SECTION 5.  Except as otherwise provided by Utah Law, these By-
Laws may be altered, amended or repealed at a general meeting of the
stockholders by a majority vote of those present in person or by
proxy or at any meeting of the Board of Directors by a majority vote
of all the members of the Board.

 COVER
                                                              EXHIBIT 10(l)

                        Union Pacific Corporation
             Stock Unit Grant and Deferred Compensation Plan
                       for the Board of Directors
                       As Amended January 1, 1995

 1

                         Union Pacific Corporation
              Stock Unit Grant and Deferred Compensation Plan
                        for the Board of Directors
                        As Amended January 1, 1995

1.   Purpose

     The purpose of this Plan is to permit grants of Stock Units to Directors to
     align their interests with those of stockholders, and to provide a means 
     for deferring payment of all or a portion of any cash compensation, 
     excluding expenses, payable to Directors for their service on the Board of 
     Directors (the "Board") of Union Pacific Corporation (the "Company") in 
     accordance with Article II Section 5 of the By-Laws of Union Pacific 
     Corporation.  Such compensation eligible to be deferred, not including any 
     grants under paragraph 3, is referred to herein as "Compensation".

2.   Eligibility

     Any individual serving as a member of the Board as of the effective date of
     this Plan or who subsequently becomes a member is eligible under this Plan.

3.   Stock Unit Grants

     Commencing in 1995, each full quarterly installment of a Director's
     Compensation shall be accompanied by the grant of an amount of whole Stock
     Units equal to $1500 divided by the Fair Market Value of one share of the
     Company's Common Stock on the first business day of the month following
     the quarter in which such Compensation was earned, plus cash in lieu of any
     fractional Stock Unit resulting from such calculation.  A pro-rata grant of
     Stock Units will accompany any partial quarterly Compensation installment. 
     "Fair Market Value" on a date means the average of the high and low trading
     prices per share on that date, as reported in The Wall Street Journal 
     listing of consolidated trading for New York Stock Exchange issues.  Stock 
     Units and cash so granted shall be credited to such Director's Stock Unit 
     Account referred to in paragraph 6.

4.   Election

     Election to defer Compensation is to be made on or before December 31 of
     any year for Compensation for services as a member of the Board for the
     following and later calendar years.  In addition to deferrals of 1995
     Compensation elected in the previous year, at any time prior to March 31,
     1995, a director may elect to defer additional Compensation to be paid for
     services in the last three quarters of 1995.

 2

     Election to defer is a continuing election until changed by the Director on
     or before December 31 of any year for the then following and later calendar
     years.  However, once an election is made (and effective), subsequent 
     elections will have no effect on the amounts, timing and manner of payment 
     covered by the previous election.

     Any newly elected Director who was not a Director on the preceding
     December 31 may elect, before his term begins, to defer Compensation for
     services as a member of the Board for the balance of the calendar year
     following such election.

     Forms shall be made available to Directors each year for the purpose of
     making or changing their election.

5.   Amount

     All or any portion, in multiples of 10%, of a Director's Compensation may 
     be deferred.

6.   Deferred Accounts

     Each Director shall have a Stock Unit Account and a Fixed Income Account
     (together, the "Accounts").  Amounts deferred pursuant to paragraph 4 may
     be credited to either Account, at the election of the Director made at the 
     time of the deferral election, in multiples of 10% of such Director's 
     Compensation. Amounts deferred and credited to the Stock Unit Account shall
     be converted into whole Stock Units on the basis of the Fair Market Value 
     of the Company's Common Stock on the first business day of the month 
     following the quarter in which the Compensation was earned, and cash shall 
     be credited to the Stock Unit Account in lieu of any fractional Stock Unit.
     In addition, on or prior to March 31, 1995, each Director shall have a one-
     time election to transfer all or any part of the balance of his or her 
     Fixed Income Account to the Stock Unit Account based on the Fair Market 
     Value of the Company's Common Stock on April 3, 1995.

     On the payment date for each cash dividend or other cash distribution with
     respect to the Company's Common Stock, each Director's Stock Unit Account
     shall be credited with an amount equal to the amount of the per share
     dividend or distribution, multiplied by the number of Stock Units in such
     Account, and, if such Director is then serving as a member of the Board, 
     shall be converted into whole Stock Units on the basis of the Fair Market 
     Value of the Company's Common Stock on the payment date for such dividend 
     or distribution, and cash shall be credited to the Stock Unit Account in 
     lieu of any fractional Stock Units.  If a Director is no longer serving as 
     a member of the Board on the payment date for such dividend or 
     distribution, the amount representing such dividend or distribution shall 
     be paid out of the Stock Unit Account to such Director as soon 

 3

     as practicable after the payment date for such dividend or distribution.

     Except as provided in the preceding sentence, any cash credited to a 
     Director's Stock Unit Account shall be added to other cash credited to such
     Account and converted into a whole Stock Unit on the date sufficient cash 
     exists to purchase a whole Stock Unit, based on the Fair Market Value of 
     the Company's Common Stock on such date.  In the event of a subdivision or
     combination of shares of Company Stock, the number of Stock Units credited
     to the Stock Unit Accounts on the effective date of such subdivision or
     combination shall be proportionately subdivided or combined as the case may
     be.  No adjustment shall be made in Stock Units in connection with the
     issuance by the Company of any rights or options to acquire additional 
     shares of Company Common Stock or securities convertible into Company 
     Common Stock.  In the event of any stock dividend or reclassification of 
     Company Common Stock, any merger or consolidation to which the Company is a
     party, or any spinoff of shares or distribution of property other than cash
     with respect to the Company Common Stock, the Committee shall cause
     appropriate adjustments, if any, to be made in the Stock Units to reflect 
     such stock dividend, reclassification, merger or consolidation, spinoff or 
     distribution of property.

     Amounts credited to the Fixed Income Account shall earn interest
     compounded quarterly, from the date the Compensation would otherwise
     have been paid until it is actually paid in full.  The rate of interest 
     shall be the same rate as that paid on deferrals into the "Fixed Income 
     Account" (formerly "Investment Account A") under the Company's Executive 
     Incentive Plan.

7.   Distribution

     All distribution from Accounts shall be made in cash.  For purposes of
     distributions from the Stock Unit Account, each Stock Unit shall be 
     converted into an amount of cash equal to the Fair Market Value of one 
     share of the Company's Common Stock on the first business day of the month 
     in which such distribution is made.  The Director must elect, at the same 
     time and on the same form he elects a deferral of Compensation, the timing 
     and manner of payment.

     -    Timing of Payment: Distributions from the Accounts shall begin
          following termination from the Board for any reason, provided that in
          the case of distributions from the Fixed Income Account, the Director
          may elect that distributions begin following retirement from the
          Director's principal occupation.

     -    Manner of Payment:  The Director may elect to receive payment from
          the Accounts in a lump sum or in a number of equal annual
          installments, not to exceed ten.

 4

     The lump sum or first installment is to be paid in January of the year
     following the year of termination or retirement, as elected by the 
     Director, and any remaining installments in January of each succeeding year
     until the total balance is paid.

     Distributions from the Stock Unit Account in installments shall be based on
     equal numbers of Stock Units in each installment.

     In the event of the death of a Director then serving as a member of the 
     Board or a terminated or retired Director entitled to a distribution under 
     this Plan, the balance of the Accounts shall be payable to the estate or 
     designated beneficiary in full during the January of the year following the
     year of such Director's, terminated Director's or retired Director's death.

     The Director may designate his beneficiary at the same time he elects 
     deferral of Compensation.  However, the latest designated beneficiary will 
     be the beneficiary or beneficiaries for the total of all distributions from
     the Accounts.  The designated beneficiary may be changed at any time on a 
     form provided by the Corporate Secretary, provided that no designation will
     be effective unless it is filed with the Corporate Secretary prior to the 
     Director's death.

8.   Unfunded Plan

     The liability of Union Pacific Corporation to any Director, terminated 
     Director, retired Director or his estate or designated beneficiary under 
     the Plan shall be that of a debtor only pursuant to such contractual 
     obligations as are created by the Plan, and no such obligation of the Union
     Pacific Corporation shall be deemed to be secured by any assets, pledges, 
     or other encumbrances on any property of Union Pacific Corporation.

9.   Inalienability of Deferred Compensation

     Except to the extent of the rights of a designated beneficiary, no 
     distribution pursuant to, or interest in, the Plan may be transferred, 
     assigned, pledged or otherwise alienated and no such distribution or 
     interest shall be subject to legal process or attachment for the payment of
     any claims against any individual entitled to receive the same.

10.  Controlling State Law

     All questions pertaining to the construction, regulation, validity and 
     effect of the Plan shall be determined in accordance with the laws of the
     Commonwealth of Pennsylvania.

 5

11.  Amendment

     The Board of Directors of Union Pacific Corporation at its sole discretion 
     may amend, suspend or terminate the Plan at any time.  However, any such
     amendment, suspension or termination of the Plan may not adversely affect
     any Director's or his beneficiary's rights with respect to Compensation
     previously deferred.

12.  Administration

     Administration of the Plan will be coordinated by the Corporate Finance
     Department.  Administration will include, but not be limited to, crediting 
     of deferred compensation, dividends and accrued interest to individual 
     Director accounts and ultimate disbursement of deferred amounts.

13.  Effective Date

     This Plan shall become effective December 1, 1978, applicable only to
     compensation for services after December 31, 1978, provided that the
     provisions hereof related to Stock Units shall be effective January 1, 
     1995.

                                                                      Exhibit 11

               UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                       COMPUTATION OF EARNINGS PER SHARE

              For the Years Ended December 31, 1994, 1993 and 1992
                (Thousands of Dollars, Except Per Share Amounts)

                                                         1994      1993      1992  
                                                       --------  --------  --------
                                                                  
Weighted average number of shares outstanding...        205,105   204,854   203,248

Average shares issuable on exercise of
  stock options less shares repurchasable
  from proceeds.................................            502       660       635
                                                       --------  --------  --------
Weighted average number of shares used
  in computation of earnings per share..........        205,607   205,514   203,883
                                                       ========  ========  ========

Income from continuing operations...............       $958,654  $714,639  $728,275
Loss from discontinued operations (a)...........       (412,452)   (9,282)      (58)
                                                       --------  --------  --------

Income before cumulative effect of changes in
  accounting principles.........................        546,202   705,357   728,217

Cumulative effect to January 1, 1993 of changes                          
  in accounting principles (b)..................             --  (175,226)       --
                                                       --------  --------  --------

Net Income......................................       $546,202  $530,131  $728,217
                                                       ========  ========  ========
                                                                   
Earnings per share:                                                

  Income from continuing operations.............       $   4.66  $   3.47  $   3.57
  Loss from discontinued operations (a).........          (2.00)    (0.04)       --
                                                       --------  --------  --------
  Income before cumulative effect of changes in
    accounting principles.......................           2.66      3.43      3.57
                                                  
  Cumulative effect to January 1, 1993 of 
    changes in accounting principles (b)........             --     (0.85)       --
                                                       --------  --------  --------

  Net Income....................................       $   2.66  $   2.58  $   3.57
                                                       ========  ========  ========

  (a) The computations for 1993 and 1992 have been restated to reflect USPCI, Inc. as 
      discontinued operations (See Note 2 to the Financial Statements).

  (b) See Note 3 to the Financial Statements regarding the 1993 accounting 
      changes.

                                                                      Exhibit 12

                          UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
                                RATIO OF EARNINGS TO FIXED CHARGES (a)
                               (Thousands of Dollars, Except for Ratio)
                                                                                          1991
                                                                                        Excluding
                                                                                        Special
                                 1994          1993           1992          1991         Charge         1990   
                              ----------    ----------     ----------    ----------    ----------    ----------
                                                                                   
Earnings from continuing
   operations (b)             $  958,654    $  714,639     $  728,275    $   82,929    $  641,429    $  614,076
Add (deduct) distributions
   greater (to extent less) 
   than income of 
   unconsolidated affiliates     (50,479)      (33,327)       (23,188)      (25,189)      (25,189)      (11,878)    
                              ----------    ----------     ----------    ----------    ----------    ----------
      Total                      908,175       681,312        705,087        57,740       616,240       602,198
                              ----------    ----------     ----------    ----------    ----------    ----------

Income taxes (c):
   Federal                       428,096       427,100        369,126        54,094       340,594       327,594
   State and local                32,248        28,043          3,393        11,388        11,388        19,602
                              ----------    ----------     ----------    ----------    ----------    ----------
      Total                      460,344       455,143        372,519        65,482       351,982       347,196
                              ----------    ----------     ----------    ----------    ----------    ----------
                              
Fixed charges:
   Interest expense including
     amortization of debt 
     discount                    336,012       314,841        353,920       381,310       381,310       375,859
   Portion of rentals 
     representing an interest
     factor                       48,588        39,751         39,663        42,358        42,358        40,155
                              ----------    ----------     ----------    ----------    ----------    ----------
      Total                      384,600       354,592        393,583       423,668       423,668       416,014
                              ----------    ----------     ----------    ----------    ----------    ----------

Earnings available for
   fixed charges              $1,753,119    $1,491,047     $1,471,189    $  546,890    $1,391,890    $1,365,408
                              ==========    ==========     ==========    ==========    ==========    ==========

Fixed charges - as above      $  384,600    $  354,592     $  393,583    $  423,668    $  423,668    $  416,014
Interest capitalized               1,034         1,699            315         1,684         1,684         2,052
                              ----------    ----------     ----------    ----------    ----------    ----------
      Total                   $  385,634    $  356,291     $  393,898    $  425,352    $  425,352    $  418,066
                              ==========    ==========     ==========    ==========    ==========    ==========
Ratio of earnings to
   fixed charges                     4.5           4.2            3.7           1.3           3.3           3.3     
                              ==========    ==========     ==========    ==========    ==========    ==========

(a) All prior year information has been restated to reflect USPCI, Inc. as discontinued operations (See Note 2
    to the Financial Statements).

(b) Before cumulative effect of changes in accounting principles of $175,226 in 1993 (See Note 3 to the 
    Financial Statements).

(c) In 1993, income taxes included the impact of the adoption of SFAS 109, "Accounting for Income Taxes", and
    the effect of the Omnibus Budget Reconciliation Act of 1993 (See Notes 3 and 7 to the Financial Statements).

 COVER

                              EXHIBIT 13

     Pages 4 through 49, inclusive, of Union Pacific's Annual Report 
to Stockholders for the year ended December 31, 1994, but excluding 
photographs set forth on pages 4 through 22, none of which supplements
the text and which are not otherwise required to be disclosed in this 
Form 10-K

 4

                          UNION PACIFIC RAILROAD

                                             1994        1993        1992
                                            ------      ------      ------
                                                           
OPERATING REVENUES (millions of dollars)    $5,318      $4,987      $4,897   
OPERATING INCOME (millions of dollars)      $1,173      $1,042      $1,031   
CARLOADINGS (thousands)                      4,991       4,619       4,458   
OPERATING RATIO                               77.9        79.1        79.0   

(One photograph, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

The Railroad enjoyed tremendous success in 1994 due to the hard work of its
service-minded employees, increased traffic and improved weather conditions. 
All financial results were favorable. Earnings improved to $754 million -
nearly 13 percent over last year's $669 million, excluding the 1993 accounting
adjustments. Carloadings rose more than 8 percent overall, as five of seven
commodities posted gains.  

The operating ratio continued its downward trend, dropping 1.2 percentage
points to 77.9 - better than any other western railroad. To top the year, the
Railroad was one of five service companies selected as a finalist in the
prestigious Malcolm Baldrige National Quality Award competition. Adopting the
Baldrige's high standard heightened the Railroad's commitment to quality
service.

Highlights for 1994

The Railroad's partnership successes are as varied as the commodity mix it
hauls - the most diversified in the industry. 

Intermodal traffic still ranks as the Railroad's fastest growing and most
schedule-sensitive business. Volume grew to a record 1.45 million loads in
1994, up 14 percent over 1993, helped by increases from UPRR's trucking
partners. An upward trend is forecast to continue into the next century, and
the Railroad has established aggressive action plans to handle this
substantial growth. The state-of-the-art Lathrop Intermodal Facility in
central California became operational in the fourth quarter of 1994. Yard
expansions and technology improvements such as computer scanning were
introduced throughout the system, expediting intermodal traffic.

The Railroad hauled nearly 130 million tons of coal last year - with 86
million tons originating in the Powder River Basin (PRB)of Wyoming. PRB
tonnage has doubled since 1989, and demand for this low-sulfur,environmentally
preferred fuel remains strong.  Triple- and quadruple-tracking projects
currently under way along links of the PRB coal chain will help the Railroad
meet the challenges of this demanding schedule. Additionally, higher-volume,
lighter-weight aluminum cars added to the PRB fleet permit longer trains and
heavier loading.

UPRR's auto traffic reached record levels in 1994, with 11 percent growth. 
With 21 strategically located loading ramps and direct access to four auto
assembly plants, the Railroad leads the western rail carriers in auto volume.
To improve service and increase

 5
(One photograph, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

 6
(One photograph, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

 7

(Graph of Union Pacific Railroad Carloadings - see Appendix.)

(Two photographs, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

market share, UPRR's Automotive Business Team has created an automotive train 
network with dedicated trains running from Chicago to southern and northern 
California and the Pacific Northwest. The network's unit trains provide 
customers with improved vehicle handling.

Chemicals accounted for over $1.1 billion in Railroad revenue in 1994 - more
than any other commodity. To sustain this performance, the Chemical Business
Team has captured significant new petrochemical business in the Houston area.
UPRR will complete the capital improvements, including trackage to new
customers, to support this strategic initiative in 1995 and 1996 at a cost of
approximately $37 million. 

Mexico revenues were up 20 percent to $348 million. Grain, chemicals and
intermodal have shown the greatest increases. The North American Free Trade
Agreement, coupled with successful joint efforts to facilitate border
interchanges, have substantially increased efficiencies in handling traffic to
and from Mexico. UPRR added four classification tracks at its growing Port
Laredo, Texas yard.

New Horizons

While the commitment to strengthen partnerships through quality improvement
progresses steadily, dramatic gains are envisioned from new technologies,
redesigned processes and strategic ventures. For example, the use of
distributed power and AC (alternating current) traction could produce as big a
breakthrough in locomotive power as the shift from steam to diesel engines did
in the 1950s. 

 8

(Graph of Union Pacific Railroad Revenue Ton-Miles Per Employee - see Appendix.)

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

Distributed power allows locomotives to be placed throughout a train in up to
four locations - all controlled from the lead locomotive. This reduces
in-train stresses and permits longer trains throughout the system - even in
mountainous regions.  Separate AC traction motors improve wheel adhesion and
braking performance, while their smaller size leaves more room for the higher
horsepower main diesel engines. 

The Railroad knows its customers place a premium on reliability and a
hassle-free business environment. To better serve its customers, UPRR's
reengineering program, established in 1993, identifies and removes barriers
that stand in the way of improved service. Eventually, all core business
processes - from deal-making to bill-collecting - will be scrutinized by
reengineering teams. Initially, improved terminal operations at Hinkle, Oregon
and better train scheduling everywhere are the prime focus of reengineering
teams. 

Last December, the ICC approved the Railroad's application for authority to
control UPRR's railroad partner, the Chicago & North Western (C&NW). The ICC
action will enable Union Pacific to vote its 30 percent block of C&NW stock
and increase UPRR's representation on the C&NW board of directors to three of
nine members. The synergism made possible by increased cooperation with the
C&NW, together with new technologies and superior processes, should prove a
potent combination for the future of the Railroad and its shipping partners. 

 9
(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

 10

(Graph of Union Pacific Resources Production - see Appendix.)

                          UNION PACIFIC RESOURCES

                                              1994        1993        1992
                                             ------      ------      ------

OPERATING REVENUES (millions of dollars)     $1,306      $1,323      $1,259   
OPERATING INCOME (millions of dollars)       $  351      $  382      $  315   
TOTAL RESERVES (MMBOE)(a\b)                   509.0       445.4       441.5   
TOTAL PRODUCTION (MMBOE)(a\b)                  77.7        69.6        67.0   
      
(a)   Natural gas converted on a BTU basis to barrels of oil equivalent on a 
      ratio of 6,000 cubic feet of gas to one barrel of oil.
(b)   Includes the first quarter 1994 acquisition of Amax Oil & Gas, Inc.

Union Pacific Resources achieved another record year in the face of flat or
declining prices. Net income was $390 million in 1994, compared to $309
million in 1993 (excluding accounting adjustments). The 1994 results included
a $100 million gain from UPRC's share of the Wilmington sale.

An aggressive exploration and production program helped UPRC remain a leading
domestic independent oil company and the most active driller in the United
States. This program, along with the purchase of Amax Oil & Gas, boosted the
company's production 15 percent to 242,000 barrels of oil equivalent (BOE) a
day, while total reserves grew from 445 to 509 million BOE.

(One photograph, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

Thriving in a Low-Price World

UPRC has become a pre-eminent independent by crafting a strategy that allows
it to thrive in a low-price world. That strategy is driven by four factors:
the development of a large drill site inventory; the quick application of new
technology; one of the most pro-active cost-cutting programs in the industry,
including an intensive reengineering effort; and a continuing focus on natural
gas and the gas value chain.

UPRC's largest thrust in 1994 was the $725 million purchase of Amax, which
provided an additional core area - Ozona in West Texas - along with promising
properties in south Louisiana and East Texas. With numerous potential drill
sites, Ozona will help to underwrite UPRC's future long into the twenty-first
century.  In 1995, for example, the company plans to drill a well a day in the
area. These wells require as little as a week to drill, but can have a
productive life of over 30 years.

UPRC's other core areas - or profit centers - include East and South Texas
(Carthage), the Land Grant and the Austin Chalk. All had substantial gains in
production in 1994.

In East Texas, UPRC has remained a strong producer, increasing output in the
Carthage area to over 90 million cubic feet a day (MMCF/D), while further
expanding one of the largest gas processing facilities in the country. This
unit delivers gas to the Carthage hub that serves 15 pipelines supplying gas
throughout the East and Midwest.

 11

(One photograph, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

 12

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

In the Land Grant, Resources has brought six wells on-line to feed the
Wahsatch Gathering System in southwestern Wyoming and Utah; these wells have a
combined production of 80 MMCF/D.  Further south, in Utah, UPRC has completed
its first four horizontal oil wells in the Overthrust Belt and expects to
drill up to 10 wells in the Lodgepole area in 1995.

The huge Austin Chalk Trend in central Texas has been UPRC's success story of
the nineties, with nearly 1,000 completed horizontal wells. Production reached
another record, rising from an average of 66,600 equivalent barrels a day in
1993 to 73,300 barrels in 1994; 43 percent of this output is natural gas.

Two other promising areas are being developed:south Louisiana and the Gulf of
Mexico. The south Louisiana play has been created by the Amax purchase, with
UPRC's 

 13

(Graph of Union Pacific Resources Reserves - see Appendix.)

first well producing 15 MMCF/D.  Several more wells are planned in 1995. In 
1994, three successful wells in the Gulf of Mexico were drilled; these platforms
will come on-stream in 1995, with a combined output of 100 MMCF a day.

Technology and Cost Cutting

UPRC's technical staff has expertly applied the latest technology available -
particularly horizontal drilling, 3-D seismology and fracturing - to
Resources' core areas with a high degree of success. This resourcefulness made
the Austin Chalk one of the richest domestic oil and gas plays of the decade,
substantially enhanced well economics, improved drilling success rates, and
made UPRC the forerunner in advanced hydraulic fracturing of difficult
tight-gas formations.

Technology also has provided Resources with a prime tool for cutting costs and
enhancing productivity. In 1994, UPRC's cost-reduction program drove
development drilling expenses down from $5.15 to $4.80 per BOE, while monthly
operating costs per well were lowered by over 35 percent. On the productivity
front, UPRC increased its operated well count by 43 percent with the Amax
purchase - without increasing its general and administrative head count.

UPRC will continue its relentless war on costs. Its reengineering campaign has
six teams studying and improving every phase and process of how UPRC does its
work - from the front office to the most remote leasehold.  

(One photograph, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

The Natural Gas Value Chain

For the past five years, UPRC has shifted its focus to finding, producing and
marketing natural gas. UPRC grades gas with four A's: it is abundant,
affordable, acceptable environmentally and American. The company's major
acquisitions and properties are primarily in prolific, long-lived gas regions. 
In 1994, UPRC increased its daily production 25 percent to 772 MMCF, with half
of the gain attributable to the Amax properties.

The gas value chain strategy involves investing in downstream facilities to
generate enhanced value from all gas produced, including gathering,
processing, transporting and marketing. In Texas and Wyoming, UPRC has become
a pre-eminent player by investing in gathering systems, plants and pipelines
that multiply value from wellhead to burner tip. For example, new or expanded
gas processing plants in Carthage, Brookeland and Ozona, Texas, and in Echo
Springs, Wyoming raised UPRC's total processing capacity from 940 MMCF to
1,290 MMCF per day in 1994.

 14

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

 15

                          OVERNITE TRANSPORTATION

                                             1994         1993        1992   
                                            ------        ----        ----
                                                             
OPERATING REVENUES (millions of dollars)    $1,037        $939        $873
OPERATING INCOME (millions of dollars)      $   67        $ 69        $ 57
OPERATING RATIO (a)                           91.3        90.2        90.9

(a)  Excludes goodwill amortization.

Despite the worst winter in decades for the eastern half of the United States
and the 24-day Teamsters' strike against other carriers in April that drove up
costs, Overnite Transportation earned $64 million before goodwill. This
compares to the $65 million earned last year, excluding the 1993 accounting
adjustments. For the first time in its 60-year history, Overnite also
surpassed the billion-dollar revenue mark, with final revenues of
$1,037,000,000. 

Record less-than-truckload (LTL) tonnage (up 7 percent) and a 4 percent
increase in LTL rates helped the company boost revenues by over 10 percent and
remain the most profitable nationwide carrier. However, the strike shifted
traffic patterns unfavorably. As Overnite accepted more long-haul freight from
its regular customers, some of the company's short-haul business was lost to
regional competitors and not fully recovered in the second half of the year. 
Overnite has moved aggressively to recover this business and to improve
overall efficiency, but the net result was a less profitable freight mix in
1994.  Consequently, its operating ratio - still the lowest of the nationwide
LTL carriers - rose for the first time in many years from 90.2 in 1993 to 91.3
in 1994.

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

Prospects for 1995

Several developments point to a better operating environment in 1995. 

In January, 1995, intra-state trucking was deregulated, permitting access to
all markets within each state and eliminating price barriers. Overnite has
targeted 10 newly deregulated states for immediate expansion, including Texas,
California, Ohio and Tennessee. To improve its ability to penetrate markets,
Overnite has introduced its Streamline pricing program, which significantly
reduces the complexity of determining freight charges. 

Another example of Overnite's logistical flexibility is the Special Services
Division, whose volume grew by 24 percent in 1994 and is expected to increase
again in 1995. This division includes dedicated truckload service for auto
parts from Detroit and the Upper Midwest to Chicago - for shipment by UPRR to
manufacturing sites in mid-America and Mexico.

 16
(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

 17

Overnite offers a comprehensive array of products and services, including
next-day, intra-state and regional shipping, providing nationwide service to
95 percent of the U.S. population and entry to portions of Canada and Mexico. 
Overnite's service encompasses toll-free phone access to a state-of-the-art
customer service center; electronic shipment-tracking information; and on-site
representatives at customer locations, who facilitate partnerships with such
major customers as DuPont and Philip Morris. 

(Graph of Overnite Transportation Less-Than-Truckload Tonnage - see Appendix.)

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

Technology on the Cutting Edge

Overnite is placing itself in the forefront of technology in the trucking
industry. It started with the centralized customer service and billing center
in Richmond, the first of its kind in the industry. The center serves all 173
Overnite terminals - accepting imaged bills of lading from all over the
country and sending invoices to customers every morning.

In 1995, Overnite will centralize over-the-road dispatching in its Richmond
headquarters. The company is continuing to develop an integrated dispatching,
yard management, dock management, and time-tracking system, using hand-held
computers and mobile communications.

 18

Skyway Freight Systems

In 1994, Skyway continued to distinguish itself as a leading technology-based
logistics operating company, providing an array of services to its shipping
partners. Revenue for 1994 climbed to $124 million, surpassing expectations
and reflecting growth of 23 percent over 1993. In 1995, Skyway will exploit
opportunities presented by NAFTA by expanding time-sensitive transportation
and information services into Canada and Mexico, including door-to-door
shipment tracking and customs processing.

(Graph of Skyway Freight Systems Total Weight Shipped - see Appendix.)

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

Ground-breaking Developments in 1994 

- - - A logistics and transportation program that bypasses distribution centers
for a major retailer. This pilot delivery system dramatically reduces
order-fulfillment time for customers.  Skyway expects to expand this program
to similar retailers in 1995. 

- - - The industry's first Electronic Packing Slip, a single electronic
transmission that provides manufacturers and their consignees access to
shipment information prior to delivery. This enables Skyway customers to lower
costs, improve inventory management, reduce receiving time and, in many cases,
accelerate payment cycles.

- - - The Catapult Project - an aggressive reengineering effort using advanced
technology to put Skyway ahead of its competition by revamping business
processes, accelerating product development and automating training. 

- - - A satellite tracking system for transcontinental trucks that allows
customers the tightest control possible over the shipment of their goods. 

- - - The addition of second distribution stations in San Francisco and Dallas to
handle increasing volumes.

 19

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

 20

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

 21

Union Pacific Technologies

Union Pacific Technologies (UPT) built its reputation for excellence in
transportation software and computer applications at the Union Pacific
Railroad. Today, UPT's information management expertise provides the
competitive edge throughout the Union Pacific family of companies - and to
many more partners across the country and around the world.

Within the corporation, Technologies boosts operating company efficiency with
customized information management systems, combined purchasing power and
shared computer and telecommunications capabilities. Additionally, UPT
shoulders the critical responsibility for disaster recovery computer backup.
At the Railroad's intermodal facilities, UPT has streamlined traffic flow and
freight movement through computer scanning. In addition, the company has
created an award-winning interactive training course for locomotive managers. 
With Overnite, Technologies created the centralized dispatching system to
improve routing and to reduce "empty miles."

(One photograph, not incorporated by reference - see prefacing comment on
Exhibit 13 Cover Page.)

Stateside and Worldwide Partnerships 

Subscribers to UPT's Shipment Management System (SMS) now number nearly 150. 
SMS monitors rail and truck shipments, identifying delays en route and
providing reports to customers, helping them manage logistical operations. 
Beyond the basic SMS package, such value-added services as detention billing
and contract compliance monitoring help cut costs and increase efficiency. 
Several railroads now realize service reliability improvements from UPT's
Transportation Control System (TCS) features such as car ordering, car
scheduling, work order generation, and locomotive placement and maintenance
scheduling. 

UPT continues to operate under a long-term agreement with the Mexican
government to modernize the National Railways of Mexico (FNM). With the core
TCS components in place, UPT trains FNM employees in its use as it brings on
line such additional TCS components as the Car Location Messages (CLM) system. 
CLM allows American, Canadian and Mexican shippers to track their goods as
they move through Mexico just as they can north of the border.  For a Spanish
power company and a shipping agent, UPT adapted the Coal Inventory Management
System, developed for Union Pacific Railroad, to track time-sensitive coal
shipments moving by train, barge and ship from the Powder River Basin in
Wyoming to power plants in Spain.

 22

USPCI

(Two photographs, not incorporated by reference - see prefacing comment on 
Exhibit 13 Cover Page.)

Because of continued depressed market conditions in the waste management
industry, Union Pacific decided in September to exit the business by divesting
itself of USPCI. The corporation recorded a $404 million after-tax write-down
of assets and reclassified USPCI as a discontinued operation.

In October, Union Pacific signed a letter of intent to sell USPCI to Laidlaw
Inc. of Burlington, Ontario, Canada for $225 million, plus the assumption of
certain debt and liabilities. A definitive agreement for the sale was signed
on December 5, and the transaction closed at year-end.

USPCI fell far short of the corporation's expectations for a variety of
reasons: the sluggish cleanup of the nation's Superfund sites; increased waste
minimization efforts by many corporations; and a general decline in hazardous
waste volumes because of the recession in the early nineties. In addition,
strong competition from cement kilns was expected to reduce the income from
USPCI's hazardous waste incinerator - now on the verge of commercial operation
- - - since cement kilns are not held to the same high standards of operation.

 23
                             FINANCIAL REVIEW

CONSOLIDATED RESULTS OF OPERATIONS
This review should be read in conjunction with the financial statements, notes
and supplementary information.

1994 COMPARED TO 1993
CONSOLIDATED RESULTS:  In September 1994, Union Pacific Corporation (the
Corporation or UPC) committed to dispose of its waste management subsidiary,
USPCI, Inc. (USPCI), and in December 1994 completed the sale of USPCI to Laidlaw
Inc. (Laidlaw) for $225 million in notes that were subsequently collected in
January 1995 (see Note 2 to the Financial Statements).  In the third quarter of
1994, the Corporation recorded a $654 million ($425 million after-tax) provision
for discontinued operations.  This provision included a write-down of USPCI's
assets to UPC's estimate of their net realizable value and provided for costs
associated with the disposition.  In the fourth quarter of 1994, the Corporation
adjusted its original loss provision to reflect the sale of USPCI to Laidlaw by
reducing the provision by $54 million ($21 million after tax).
 
The Corporation reported net income of $546 million or $2.66 per share in 1994,
including a net loss from discontinued operations of $412 million or $2.00 per
share.  The loss from discontinued operations included a loss from USPCI's 1994
operations of $10 million ($8 million after tax).  In 1993, the Corporation
reported net income of $530 million or $2.58 per share, which included a $237
million after-tax charge for the 1993 accounting adjustments--$175 million 
($0.85 per share) for changes in accounting methods and $62 million ($0.30 per 
share) from the implementation of the Omnibus Budget Reconciliation Act of 1993 
(the 1993 Tax Act) (see Notes 3 and 7 to the Financial Statements).  1993 
earnings also included a $9 million net loss from discontinued operations.

RESULTS OF CONTINUING OPERATIONS:  The Corporation reported income from
continuing operations of $958 million or $4.66 per share, including the one-time
benefit of a $116 million ($0.56 per share) after-tax gain resulting from the
first quarter sale of Union Pacific Resources Company's (Resources) Wilmington,
California oil and gas operations (see Note 4 to the Financial Statements).  
This compares to income before the 1993 accounting adjustments of $776 million 
or $3.77 per share in 1993, which included a $34 million after-tax reduction in
operating results at Union Pacific Railroad Company and its affiliate Missouri
Pacific Railroad Company (collectively the Railroad) caused by the 1993 Midwest
flood.  In 1994, earnings improved at the Railroad and Resources, while earnings
declined slightly at Overnite Transportation Company (Overnite).

Operating revenues grew 6% to $7.80 billion from $7.33 billion in 1993, as
increased transportation volumes at the Railroad and Overnite, higher 
hydrocarbon sales volumes at Resources and the May 1993 addition of Skyway 
Freight Systems, Inc. (Skyway) (see Note 4 to the Financial Statements) were 
partially offset by hydrocarbon sales price declines.  Operating expenses rose 
$372 million to $6.20 billion for the period.  Higher volumes, severe winter 
weather in the Eastern U.S. in the first quarter of 1994 and the effects of 
unfavorable traffic shifts at Overnite (the result of an April 1994 Teamsters' 
strike) caused increases in salaries, wages and employee benefits ($94 million),
equipment and other rents ($70 million), third-party transportation ($38 
million), other taxes ($38 million), and materials and supplies ($11 million).  
Depreciation charges increased $87 million--the result of both the Corporation's
continued commitment to upgrade equipment and technology, and higher production 
volumes at Resources.  Personal injury expense rose $42 million, while 
professional fees rose $17 million as the Corporation pursued various strategic 
transactions in 1994.  These cost increases were partially offset by lower costs
associated with pipeline and gas plant product purchases for resale, reduced 
mining costs and lower fuel costs.

(Graph of Union Pacific Corporation Operating Revenues - See Appendix)

Operating income advanced $101 million (7%) to $1.60 billion in 1994.  Other
income increased $170 million to $259 million, largely the result of the
Wilmington sale, while interest expense increased $21 million, reflecting higher
debt levels to fund the AMAX Oil & Gas, Inc. (AMAX) acquisition (see Note 4 to
the Financial Statements).  Income from continuing operations--excluding the 
one-time effect of the 1993 Tax Act--as a percentage of operating revenues would
have been 12.3% in 1994 and 10.6% in 1993.  On the same basis, return on average
common stockholders' equity would have improved to 18.4% in 1994 from 15.9% a
year ago.

 24

RAILROAD:  Net income at the Railroad was $754 million in 1994.  Earnings before
the effects of the 1993 accounting adjustments would have improved $85 million
(13%) from $669 million a year ago.  1993 results also included the adverse
effects of the flooding in the Midwest, which reduced operating results by
approximately $52 million ($34 million after tax).

Operating revenues improved $331 million (7%) to $5.32  billion in 1994.  Higher
revenues were generated by an 8% (over 371,000 loads) rise in 1994 carloadings. 
Intermodal volumes improved 14% because of business expansion with the 
Railroad's trucking partners and growing container traffic.  New coal contracts,
inventory replenishment by major utilities and the absence of 1993 flood-related
traffic interruptions accounted for a 13% increase in energy carloadings.  
Automotive traffic climbed 11%, the result of higher carloadings for both 
finished autos (14%) and auto parts (4%), reflecting improving economic 
conditions in the automotive industry.  Food, consumer and government 
carloadings advanced 8% due to improvements in the food group--mainly canned and
frozen goods--and growth in the consumer segment, reflecting growing shipments 
of waste/recyclables and transportation equipment.  Chemical carloadings also 
advanced 5% from a year ago, reflecting increases in phosphorous, soda ash and 
fertilizer volumes.  Grain traffic declined 6%, primarily the result of weak 
export markets for corn and lower fourth quarter wheat shipments, while metals, 
minerals and forest products traffic also declined 2%.  The positive effect of 
higher volumes was partially offset by a 1% decline in average commodity revenue
per car, largely the result of volume growth of lower-rated commodities--mainly 
energy and intermodal.

Operating expenses increased to $4.15 billion in 1994 compared to $3.95 billion
last year.  Personal injury expense rose $40 million, as a 34% decline in
reportable injuries was more than offset by higher average settlement costs per
injury.  Wages and benefits rose $36 million, as higher volumes and inflation
were partially offset by continued improvements in labor productivity, as the
average workforce declined slightly year-over-year.  Volume growth and inflation
also accounted for a $36 million rise in equipment and other rents, a $16 
million escalation in third-party transportation costs (reflecting higher 
intermodal shipments) and a $9 million increase in materials and supplies costs.
Other taxes increased $20 million because of higher use and property taxes, 
while depreciation expense grew $25 million, reflecting the Railroad's 
continuing investment in equipment and capacity.  These cost increases were 
partially mitigated by an $8 million reduction in fuel and utility costs, the 
result of lower fuel prices, hedging gains and an improved fuel consumption 
rate.  Operating income at the Railroad advanced $131 million (13%) in 1994 to 
$1.17 billion.  The Railroad's operating ratio improved 1.2 points to 77.9 from 
79.1 a year ago.

NATURAL RESOURCES:  Resources reported 1994 net income of $390 million, 
including a $100 million after-tax gain on the sale of the Wilmington 
properties. Earnings before the effects of the 1993 accounting adjustments would
have improved $81 million from $309 million a year ago.  Operating revenues 
declined $17 million from 1993 to $1.31 billion, as a 15% increase in overall 
sales volumes was more than offset by a 6% decline in sales prices (including 
the effects of Resources' hedging program) (see Note 5 to the Financial 
Statements), lower pipeline and other revenues, and reduced minerals revenues.  
Despite rising production volumes and the sale of the Wilmington Field and other
properties, Resources improved its reserve position in 1994 through the 
acquisition of AMAX and exploitation of its existing properties, as Resources 
remained the most active driller in the U.S. for the third consecutive year.

Natural gas sales volumes rose 25% to 772 mmcf/day, primarily the result of the
first quarter AMAX acquisition and higher Austin Chalk production.  Natural gas
liquids sales volumes also improved 25% to 49,996 bbl/day because of the 
addition of the AMAX properties, the Carthage gas plant and improved production
in the Austin Chalk.  Crude oil sales volumes declined 5% to 63,070 bbl/day,
reflecting the first quarter Wilmington sale and production declines in
other fields. Average prices for crude oil fell $1.32/bbl (8%) to $14.34/bbl, 
while natural gas liquids prices declined $0.66/bbl (7%) to $9.18/bbl.  Natural 
gas average prices were unchanged at $1.82/mcf.  Pipeline and other revenues 
declined $81 million, largely the result of the reclassification of certain 
pipeline revenues, lower Section 29 revenues, the absence of lawsuit and 
insurance recoveries from 1993, and the sale of the Harbor Cogeneration facility
as part of the Wilmington sale.

 25

Operating expenses rose $14 million to $955 million in 1994.  Depreciation and
depletion charges increased $48 million due to the addition of new gas 
processing facilities and pipelines, as well as higher production levels.  In 
addition, other expenses increased $19 million, largely the result of higher 
lease operating costs (reflecting higher volumes) and gas plant expenses (the 
result of the addition of new plants), while inflation pushed up wages and 
benefits $11 million.  Dry hole costs also increased $7 million, the result of a
more extensive drilling program in 1994.  These higher costs were countered by a
$30 million decline in pipeline and gas plant product purchases for resale, a 
$29 million reduction in mining costs (as a result of a favorable contract
settlement) and a $9 million decrease in geological and geophysical costs,
reflecting the completion of an exploration program in West Texas.  

Operating income for all of Resources' operations declined to $351 million in
1994 from $382 million in 1993.  Operating income from Resources' minerals
operations improved $14 million in 1994 to $116 million, reflecting higher coal
sales and increased soda ash and coal royalties.

TRUCKING:  Overnite's 1994 net income was $41 million.  This compares to 1993
earnings of $42 million before the effects of the 1993 accounting adjustments. 
This decline was the result of higher operating costs caused by the worst winter
in decades for the Eastern U.S. and reduced efficiency associated with shifts in
freight flows from shorter-haul, more profitable, intra-regional business to
longer-haul traffic.  Results for both periods included goodwill amortization of
$23 million.
  
Overnite's operating revenues exceeded the $1 billion level for the first time
in its history, as revenues advanced $98 million (10%) to $1.04 billion.  
Average prices rose 6%, reflecting the shift to longer-haul traffic, contractual
rate increases and the effects of a January 1994 price increase on non-contract
business.  Volumes improved 4%, as a 7% rise in less-than-truckload (LTL)
business was partially offset by truckload traffic declines.  Volume 
improvements were generated by the April 1994 Teamsters' strike against other 
unionized carriers, the third quarter 1993 bankruptcy of a major Eastern carrier
and continued business expansion.

Growing volumes, the effects of the severe winter and higher miles associated
with shifts in freight flows caused operating expenses to increase $100 million
in 1994 to $970 million.  Increases occurred in wages and benefits ($41 
million), equipment rents ($27 million), mileage-based insurance and claims 
accruals ($9 million), taxes and licenses ($7 million) and materials and 
supplies ($5 million).  Depreciation expense also increased $5 million as a 
result of continuing capital programs.  Operating income declined to $67 million
in 1994 from $69 million a year ago.  Overnite's operating ratio, excluding 
goodwill amortization, increased to 91.3 in 1994 from 90.2 in 1993.

CORPORATE SERVICES AND OTHER OPERATIONS:  Expenses related to Corporate Services
and Other Operations--which include corporate expenses, third-party interest
charges, intercompany interest allocations, other income and income taxes that
are not related to other segments, and the results of other operating units--
totaled $227 million in 1994.  Excluding the effects of the 1993 accounting
adjustments, these costs declined $17 million from $244 million a year ago. 
Lower stock incentive compensation and increased interest charges to 
subsidiaries (mainly the result of the AMAX acquisition, subsidiaries' capital 
spending and pension funding at Overnite) were only partially offset by higher 
interest expense to third parties and increased professional fees.  Other 
operations  reported operating income of $4 million for 1994, up $3 million from
a year ago, as a result of the 1993 addition of Skyway and improved operating 
results at the Corporation's other operations.

1993 COMPARED TO 1992
CONSOLIDATED RESULTS:  In the first quarter of 1993, the Corporation recorded a
$175 million or $0.85 per share after-tax charge to reflect the adoption of new
Financial Accounting Standards Board (FASB) pronouncements as described in Note
3 to the Financial Statements.  In the third quarter of 1993, the Corporation
recorded a $62 million or $0.30 per share charge reflecting a deferred tax
adjustment that resulted from the implementation of the 1993 Tax Act (see Note
7 to the Financial Statements).  1993 results also included a $9 million net 
loss from the discontinued operations of USPCI.

 26

The components of the accounting adjustments for the year ended December 31, 
1993 are as follows:

                                                                       
                       Income/(Loss)
In Millions,              before                           Net  
Except Per              Accounting   Accounting   1993    Income/
Share Amounts           Adjustments   Changes    Tax Act  (Loss)
                       ------------  ----------  -------  -------                                              
                                                
Railroad                  $ 669        $  (72)   $  (57)    $ 540 
Natural resources           309           (59)       (6)      244 
Trucking                     42           (79)       (1)      (38)
Corporate services
  and other operations(a)  (253)           35         2      (216)
                          -----         -----     -----     -----
  
Consolidated(a)           $ 767        $ (175)   $  (62)    $ 530 
                          =====         =====     =====     =====

Per share(a)              $3.73        $(0.85)   $(0.30)    $2.58 

(a) Includes the discontinued operating results of USPCI.  Income from 
continuing operations  excluding the one-time effects of the 1993 Tax Act 
would have been $776 million or $3.77 per share. 

As a result of the 1993 accounting adjustments, the absence of Resources' $63
million ($42 million after-tax) 1992 production-based tax settlement and the 
1993 effects of weather-related traffic interruptions on the operations of the
Railroad, the Corporation's earnings declined to $530 million ($2.58 per share)
in 1993 compared to $728 million ($3.57 per share) in 1992.  Excluding 
accounting adjustments, the Corporation's earnings would have risen to $767 
million ($3.73 per share).  Income excluding accounting adjustments would have 
improved at all operating units.

Operating revenues advanced 4% to $7.33 billion in 1993 from $7.03 billion in
1992.  Revenues advanced on the strength of growing transportation volumes,
rising average natural gas prices, a 5% increase in hydrocarbon sales volumes 
and the acquisition of Skyway.  

Operating expenses rose $196 million to $5.83 billion from $5.64 billion in 
1992. Equipment and other rents increased $51 million and fuel and utility costs
rose $19 million due to higher transportation volumes and weather-related 
traffic interruptions at the Railroad.  Depreciation charges increased $41 
million, reflecting asset adjustments required by the first quarter adoption of 
SFAS No. 109 (Accounting for Income Taxes) and the Corporation's continued high 
level of capital investment, offset by lower surrendered lease activity and dry 
hole costs at Resources.  Other taxes rose $39 million, resulting from the 
absence of 1992 tax settlements at Resources and the Railroad, while third-party
transportation  costs increased $32 million mainly due to the acquisition of 
Skyway.  In addition, weather-related inefficiencies and volume growth caused 
wage and benefit costs to escalate $20 million, and materials and supplies $9 
million.  Higher hydrocarbon sales volumes and prices caused the cost of 
pipeline and gas plant product purchased for resale to rise $15 million.  
Operating cost inflation was tempered by efficiency and productivity 
improvements at the Railroad and Resources and the absence of Resources' $24 
million 1992 workforce reduction charge.  Operating income improved 7% to $1.49 
billion in 1993 compared to $1.40 billion in 1992 as gains occurred at all 
operating units.

Other income declined $57 million largely due to the absence of interest related
to Resources' 1992  tax settlement and diminished property sales.  Interest
expense also declined $40 million, reflecting lower average interest rates and
debt refinancing activities, while corporate expenses rose $9 million due to
higher professional fees and depreciation charges.  Income from continuing
operations--excluding the effects of the 1993 Tax Act--as a percentage of
operating revenues would have been 10.6% in 1993 and 10.4% in 1992.  On the same
basis, return on average common stockholders' equity would have declined to 
15.9% in 1993 from 16.5% in 1992.

RAILROAD:  The Railroad posted earnings of $540 million in 1993.  Excluding the
1993 accounting adjustments, earnings would have been $669 million (before
considering the effects of the harsh winter and Midwest flooding) compared to
$667 million in 1992.  Operating revenues improved 2% to $4.99 billion as a 4%
increase in carloadings was partially offset by a 2% decline in average 
commodity revenue per car.  This decline resulted from volume growth of lower-
rated commodities--mainly intermodal and energy--and growth of lower-rated goods
within chemicals, as well as increased use of shipper-owned equipment for coal
shipments.  Revenues also included higher earnings from equity investments in
related operations. Automotive carloadings advanced 8%, reflecting improvements
in the domestic auto industry.  Energy carloadings also grew 8% because of an
expanding domestic customer base and higher demand created by more normal
temperature patterns.  Intermodal traffic improved 6% as market share continued
to expand, reflecting new partnership arrangements with trucking companies.  In
addition, chemical carloadings increased 1%, while weather-related traffic
interruptions and crop damage caused grain carloadings to decline 2%.  
Carloading declines also occurred in food, consumer and government products (2%)
and in metals, minerals and forest products (1%). 

 27

Operating expenses increased to $3.95 billion in 1993 from $3.87 billion in 
1992.  Depreciation expense grew $54 million, reflecting asset adjustments 
required by the 1993 adoption of SFAS No. 109 and continuing capital spending on
equipment and track.  Employee injury expense rose $26 million as continuing 
declines in the number of injuries were more than offset by higher average 
settlement costs per injury.  Growing volumes and weather-related traffic 
congestion accounted for a $25 million rise in equipment and other rents and a 
$17 million increase in fuel and utility costs.   Wage and benefit costs also 
rose $6 million as weather and inflation-related cost increases were largely 
offset by train crew reductions.  Higher operating costs were tempered by a $23 
million reduction in joint facility costs and an additional $22 million of cost 
offsets associated with car repairs for other carriers.

Operating income at the Railroad rose $11 million in 1993 to $1.04 billion. 
Despite severe weather conditions, the Railroad maintained an operating ratio of
79.1 in 1993 compared to 79.0 in 1992.

NATURAL RESOURCES:  Resources' 1993 earnings were $244 million.  Without the 
1993 accounting adjustments, earnings would have risen $37 million (14%) to $309
million compared to $272 million in 1992, despite the absence of the $63 million
($42 million after-tax) 1992 production-based tax settlement.  Operating 
revenues climbed $64 million (5%) to $1.32 billion in 1993 as a result of a 5% 
rise in total hydrocarbon sales volumes, higher average natural gas prices and 
pipeline volume growth.  Natural gas sales volumes grew 7% to 619 mmcf/day, 
reflecting production improvements in the Austin Chalk and the southwestern 
Wyoming portion of the Land Grant.  Natural gas liquids sales volumes were up 
10% to 39,855 bbl/day, largely because of increased production in the Austin 
Chalk, the return to operation of a damaged pipeline, increased ownership in the
Carthage gas processing plant and improved recoveries under processing 
agreements, while crude oil sales volumes held steady at 66,456 bbl/day.  
Including hedging activities, natural gas average prices advanced 20% to 
$1.82/mcf (an increase of $0.30/mcf), while crude oil prices fell $1.56/bbl (9%)
to $15.66/bbl.  Average prices for natural gas liquids also declined 8% to 
$9.84/bbl.  Once again, Resources improved its reserve position, despite rising 
production levels, as it remained the most active driller in the United States.

Operating expenses declined to $941 million in 1993 from $944 million in 1992. 
Surrendered lease costs decreased $33 million because of accelerated lease
surrender activity in 1992.   Wage and benefit costs declined $24 million
stemming from the absence of Resources' 1992 workforce reduction charge and
ongoing productivity improvements.  Insurance and other settlements in 1993
lowered other operating costs $12 million.  Mining costs declined $9 million due
to lower operating costs stemming from the ongoing effects of a favorable 1992
contract settlement at Resources' joint venture coal mine.   In addition, dry
hole costs decreased $8 million, reflecting improved exploration success.  These
cost reductions were largely offset by volume-related cost increases. 
Depreciation and depletion charges rose $21 million, reflecting higher 
production levels and higher per barrel rates in the Chalk.  Increased 
exploration activities generated a $17 million expansion in geological and 
geophysical costs.  In addition, production and other taxes rose $28 million 
caused by the absence of the 1992 tax settlement and growing volumes, while 
higher volumes and prices caused the cost of pipeline and gas plant product 
purchases to increase $15 million. 

Operating income for all of Resources' operations improved $67 million (21%) to
$382 million in 1993.  Other income declined $17 million, mainly due to the
absence of the interest portion of the 1992 tax settlement.

Operating income from Resources' minerals operations declined $9 million (8%) in
1993 to $102 million.  This decline was the result of the absence of a favorable
uranium contract settlement recognized in 1992 and volume and price declines at
its soda ash joint venture.  These declines were partially offset by the ongoing
effects of a favorable 1992 contract settlement at Resources' coal joint 
venture. 

TRUCKING:  Overnite recorded a net loss of $38 million in 1993.  Without the 
1993 accounting adjustments, earnings would have improved $2 million to $42 
million (after goodwill amortization of $23 million).  Operating revenues rose 
$66 million (8%) to $939 million as a 3% rise in average prices combined with a 
4% volume improvement.  Higher volumes were generated by a 7% increase in LTL
business (driven by tonnage gains in the Northeast--reflecting the bankruptcy of
a major regional carrier--and continued business expansion).  Higher LTL volumes
were partially offset by truckload traffic declines, reflecting Overnite's focus
on its core LTL business.  Revenue growth was also stimulated by the 1993
addition of the Special Services Division, which supports the Railroad's
automotive traffic.  

 28

Operating expenses increased $54 million to $870 million in 1993.  Salaries,
wages and employee benefit costs grew $28 million in response to higher volumes
and inflation.  Equipment and other rents rose $15 million, largely because of
increased contracted rail usage and volume-related growth in line-haul charges,
while continued capital spending caused depreciation expense to rise $6 million.
Operating income improved to $69 million in 1993 from $57 million in 1992. 
Overnite's operating ratio, excluding goodwill amortization, improved to 90.2
from 90.9 in 1992.

CORPORATE SERVICES AND OTHER OPERATIONS:  Expenses related to Corporate Services
and Other Operations totaled $207 million in 1993.  Excluding the accounting
adjustments,  these costs would have been $244 million compared to $251 million
in 1992.  This decline was largely the result of lower interest expense and
improved results at other operations, partially offset by higher corporate
expenses.  Operating income from other operations improved $7 million to $1
million in 1993, reflecting the addition of Skyway.  

CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES
In 1994, cash from operations was $1.91 billion, compared to $1.56 billion in
1993.  This increase was largely the result of improved operating results and a
higher proportion of non-cash expenses.  Non-cash charges to earnings increased
as a result of higher depreciation, increased personal injury accruals, lower
Section 29 revenues at Resources and higher deferred taxes.  Cash from 
operations also benefitted from lower cash outlays related to the 1991 special 
charge.  Offsetting these operating cash improvements were the negative effects 
of changes in working capital.  Higher working capital levels reflected 
increases in current taxes receivable (generated by the recognition of tax 
benefits from the USPCI sale), in notes receivable (from the USPCI and 
Wilmington sales) and in accounts receivable (the result of higher revenue 
levels and the AMAX acquisition), partially offset by higher short-term 
borrowings.

(Graph of Union Pacific Corporation Operating Cash Flow - See Appendix.)

Cash used in investing activities of $1.96 billion reflected a $408 million
increase over 1993.  The Corporation acquired AMAX in March 1994 for a net
purchase price of $725 million in cash.  Capital expenditures grew $23 million
over 1993, largely due to development activities at Resources (mainly the Austin
Chalk and AMAX properties) and fleet expansion and renewal at Overnite.  The 
AMAX purchase and higher capital spending were partially offset by $343 million 
of cash proceeds generated by the Wilmington sale.  

(Graph of Union Pacific Corporation Dividend History - See Appendix.)

Outstanding debt levels increased $377 million in 1994 and included $500 million
in new offerings of the Corporation's notes and debentures and $88 million of
Railroad equipment financings, offset by lower commercial paper borrowings.  
Debt financings were used to fund capital expenditures and the AMAX acquisition,
and repay maturing debt.  The quarterly common stock dividend was raised to 
$0.43 per share in the third quarter of 1994, up from $0.40 per share.  The 
ratio of debt to total capital employed increased to 36.3% at December 31, 1994 
from 35.6% at December 31, 1993.  This increase reflected the higher debt levels
incurred to fund the AMAX acquisition, partially offset by 1994 earnings.

The Corporation's 1995 capital expenditures and debt service requirements will
be funded primarily through cash generated from operations, property sales and,
if required, through additional debt financings.  The Corporation expects that
such sources will continue to provide sufficient funds to meet cash requirements
in the foreseeable future.  At December 31, 1994, the Corporation had
authorization from the Board of Directors to repurchase up to $359 million of 
the Corporation's common stock.  At year-end, the Corporation had available 
$1.06 billion in short-term credit facilities and $800 million in long-term 
credit facilities expiring in 1999.  

 29

RAILROAD-RELATED MATTERS
PERSONAL INJURY:  Over the past ten years work-related injuries have declined by
more than 10% annually (reflecting aggressive safety and training programs),
while average settlement cost per claim has continued to rise.  Compensation for
work-related accidents is governed by the Federal Employers' Liability Act
(FELA).  FELA's finding of fault and damage is usually assessed based on
litigation or out-of-court settlements.  In addition, the Railroad offers a
comprehensive variety of services and rehabilitation programs for employees who
are injured at work.  Annual expenses for injury-related events were $194 
million in 1994, $154 million in 1993 and $128 million in 1992.  The Railroad is
also participating with other rail carriers in an industry-wide effort to 
replace FELA with a no-fault system that could significantly reduce personal 
injury costs while fairly compensating injured employees.

OTHER MATTERS
ENVIRONMENTAL COSTS:  The Corporation generates, transports, remediates and
disposes of hazardous and non-hazardous waste in its current and former
operations, and is subject to Federal, state and local environmental laws and
regulations.  The Corporation has identified approximately 150 sites, including
approximately 50 sites currently on the Superfund National Priorities List or
state superfund lists, at which it is or may be liable for remediation costs
associated with alleged contamination or for violations of environmental
requirements.  Certain Federal legislation imposes joint and several liability
for the remediation of identified sites; consequently, the Corporation's 
ultimate environmental liability may include costs relating to other parties in 
addition to costs relating to its own activities at each site.

A liability of $243 million has been accrued for future costs of all sites where
the Corporation's obligation is probable and where such costs can be reasonably
estimated; however, the ultimate cost could be lower or as much as 25% higher. 
The December 31, 1994 liability balance included $50 million for the obligation
to participate in the environmental remediation of the Wilmington, California
properties.  The liability included future costs for remediation and restoration
of sites as well as for ongoing monitoring costs, but excluded any anticipated
recoveries from third parties.  Cost estimates were based on information
available for each site, financial viability of other potentially responsible
parties (PRP), and existing technology, laws and regulations.  The Corporation
believes that it has adequately accrued for its ultimate share of costs at sites
subject to joint and several liability.  The ultimate liability for remediation
is difficult to determine with certainty because of the number of PRPs involved,
site-specific cost sharing arrangements with other PRPs, the degree of
contamination by various wastes, the scarcity and quality of volumetric data
related to many of the sites and/or the speculative nature of remediation costs.

Remediation of identified sites previously used in operations, used by tenants
or contaminated by former owners required spending of $43 million in 1994 and 
$42 million in 1993.  The Corporation is also engaged in reducing emissions, 
spills and migration of hazardous materials, and spent $14 million and $16 
million in 1994 and 1993, respectively, for control and prevention, a portion of
which had been capitalized.  In 1995, the Corporation anticipates spending $37 
million for remediation and $10 million for control and prevention.  The 
majority of the December 31, 1994 environmental liability is expected to be paid
out over the next five years, funded by cash generated from operations.  Future 
environmental obligations are not expected to have a material impact on the 
results of operations or financial condition of the Corporation. 
 
INFLATION:  The cumulative effect of long periods of inflation has significantly
increased asset replacement costs for capital-intensive companies such as the
Railroad and Overnite.  As a result, depreciation charges on an inflation-
adjusted basis, assuming that all operating assets are replaced at current price
levels, would be substantially greater than historically reported amounts.

FINANCIAL INSTRUMENTS:  The Corporation uses derivative financial instruments to
protect against unfavorable hydrocarbon price movements, interest rate movements
and foreign currency exchange risk.  While the use of these hedging arrangements
limits the downside risk of adverse price and rate movements, it may also limit
future gains from favorable movements.  All hedging is accomplished pursuant to
exchange-traded contracts or master swap agreements based on standard forms. UPC
does not hold or issue 

 30

financial instruments for trading purposes.  The Corporation addresses market 
risk by selecting instruments whose value fluctuations correlate strongly with 
the underlying item or risk being hedged. Credit risk related to hedging 
activities, which is minimal, is managed by requiring minimum credit standards 
for counterparties, periodic settlements and/or mark-to-market evaluations.   
A further discussion of the Corporation's use of financial instruments is 
included in Note 5 to the Financial Statements. 

A LOOK FORWARD
GENERAL ECONOMIC FACTORS:  The Corporation's future results can be affected by
fluctuations in oil and natural gas prices, and by the economic environment. 
Resources directly benefits from increases in hydrocarbon prices to the extent
that these gains are not limited by hedging activity, while the Railroad and
Overnite can be adversely affected by increases in diesel fuel costs, to the
extent that such costs are not recovered through higher revenues and improved
fuel conservation or mitigated by hedging activity.  In addition, certain
categories of rail carloadings and trucking tonnages can be negatively impacted
by a prolonged economic downturn.

1995 CAPITAL SPENDING:  The Corporation expects to maintain its high level of
capital spending in 1995.  At Resources, capital spending will be focused on
drilling in the Austin Chalk, the AMAX properties and the Land Grant.   The
Railroad's capital expenditures will be used to continue to expand capacity on
its main lines and upgrade equipment to meet customer needs, while Overnite will
continue to expand its distribution network and upgrade its truck fleet and
technology.  UPC will also continue to expand its core businesses through
strategic acquisitions.

(Graph of Union Pacific Corporation Capital Investments - See Appendix.)

(Graph of Union Pacific Corporaiton Book Value per Share - See Appendix.)

1995 BUSINESS OUTLOOKL:  Rail volumes are anticipated to improve in 1995 because
of continued growth in coal shipments (reflecting growing demand for low-sulfur
coal), expansion of the Railroad's intermodal business, and higher grain
shipments resulting from stronger export demand and growth in feed grain
shipments.  Average commodity revenue per car is expected to remain at 1994
levels as price increases will be offset by volume growth in lower rated
commodities--mainly intermodal and coal.  At Resources, overall sales volumes 
are anticipated to improve.  This anticipated volume growth reflects an 
expansion in natural gas and natural gas liquids sales volumes, resulting from 
the addition of the AMAX properties, and production increases in the Austin 
Chalk and in the Rockies.  These volume improvements will be partially offset by
crude oil sales volume declines, reflecting the Wilmington sale and reduced 
crude oil production in the Austin Chalk.  Natural gas prices are expected to 
decline in 1995, while crude oil and natural gas liquids sales prices are 
expected to improve somewhat.  Overnite anticipates improvements in the current 
pricing environment and continued tonnage growth--although there is a risk of 
price discounting due to increasing competition by regional, non-union carriers.
Higher volumes at Overnite will be generated by continued growth in the 
Northeast and Midwest and expansion in the Southwest and West.  Overnite's 
operations should also benefit from an expected stabilization of traffic 
patterns in 1995.

USPCI SALE:  The sale of USPCI will not have a significant impact on the
Corporation's future operating results or financial condition.  Sales proceeds
and tax benefits derived from the sale will be used for general corporate
purposes, including the reduction of outstanding debt levels.  

 31

INDEPENDENT AUDITORS' REPORT
(Logo-Deloitte & Touche LLP)
Union Pacific Corporation, its Directors and Stockholders:

We have audited the accompanying statements of consolidated financial position
of Union Pacific Corporation and subsidiary companies as of December 31, 1994 
and 1993, and the related statements of consolidated income, changes in common
stockholders' equity, and consolidated cash flows for each of the three years in
the period ended December 31, 1994.  These financial statements are the
responsibility of the Corporation's management.  Our responsibility is to 
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Union Pacific Corporation and
subsidiary companies at December 31, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1994 in conformity with generally accepted accounting principles.

As discussed in Note 3 to the consolidated financial statements, in January 
1993, the Corporation changed its method of accounting for postretirement 
benefits other than pensions, income taxes and transportation revenue and 
expense recognition.

/s/ Deloitte & Touche LLP
New York, New York
January 19, 1995

RESPONSIBILITIES FOR FINANCIAL STATEMENTS
The accompanying financial statements, which consolidate the accounts of Union
Pacific Corporation and its subsidiaries, have been prepared in conformity with
generally accepted accounting principles.

The integrity and objectivity of data in these financial statements and
accompanying notes, including estimates and judgements related to matters not
concluded by year-end, are the responsibility of management as is all other
information in this Annual Report.  Management devotes ongoing attention to
review and appraisal of its system of internal controls.  This system is 
designed to provide reasonable assurance, at an appropriate cost, that the 
Corporation's assets are protected, that transactions and events are recorded 
properly and that financial reports are reliable.  The system is augmented by a 
staff of corporate traveling auditors supplemented by internal auditors in the 
subsidiary operating companies; careful attention to selection and development 
of qualified financial personnel; programs to further timely communication and 
monitoring of policies, standards and delegated authorities; and evaluation by 
independent auditors during their audits of the annual financial statements.

The Audit Committee of the Board of Directors, composed entirely of outside
directors, as identified on page 51, meets regularly with financial management,
the corporate auditors and the independent auditors to review the work of each. 
The independent auditors and corporate auditors have free access to the Audit
Committee, without management representatives present, to discuss the results of
their audits and their comments on the adequacy of internal controls and the
quality of financial reporting.

/s/ Drew Lewis
Chairman and Chief Executive Officer

/s/ L. White Matthews III
Executive Vice President-Finance

/s/ Charles E. Billingsley
Vice President and Controller

 32

                                      BUSINESS SEGMENTS

                      Union Pacific Corporation and Subsidiary Companies

                Millions of Dollars                1994      1993      1992
                                                  -------   -------   -------
                                                             
Operating       Railroad                          $ 5,318   $ 4,987   $ 4,897
Revenues        Natural resources                   1,306     1,323     1,259
                Trucking                            1,037       939       873
                Corporate services and other
                  operations                          137        76         3
                                                  -------   -------   -------
                Total                             $ 7,798   $ 7,325   $ 7,032
                                                  =======   =======   =======

Operating       Railroad                          $ 1,173   $ 1,042   $ 1,031
Income (Loss)   Natural resources                     351       382       315
                Trucking                               67        69        57
                Corporate services and other
                  operations                            4         1        (6)
                                                  -------   -------   -------
                Total                             $ 1,595   $ 1,494   $ 1,397
                                                  =======   =======   =======

Income (Loss)   Railroad                          $   754   $   669 $     667
from Continuing Natural resources                     390       309       272
Operations      Trucking                               41        42        40
Excluding the   Corporate services and other
1993 Tax Act      operations                         (227)     (244)     (251)
(Note 7)                                          -------   -------   -------
                Total                             $   958   $   776   $   728
                                                  =======   =======   =======

Cash from       Railroad                          $ 1,061   $ 1,074   $   999
Operations      Natural resources                     821       567       776
                Trucking                              116        44       100
                Corporate services and other
                  operations                          (89)     (122)     (215)
                                                  -------   -------   -------
                Total                             $ 1,909   $ 1,563   $ 1,660
                                                  =======   =======   =======

Assets          Railroad                          $10,455   $10,014   $ 9,397
(at Year-End)   Natural resources                   3,180     2,246     2,061
                Trucking                            1,420     1,393     1,350
                Corporate services and other
                  operations                          887     1,242     1,193
                                                  -------   -------   -------
                Total                             $15,942   $14,895   $14,001
                                                  =======   =======   =======

Depreciation,   Railroad                          $   468   $   443   $   389
Depletion and   Natural resources                     464       410       435
Amortization    Trucking                               63        58        51
                Corporate services and other
                  operations                           10         7         2
                                                  -------   -------   -------
                Total                             $ 1,005   $   918   $   877
                                                  =======   =======   =======

Capital         Railroad                          $   769   $   805   $   767
Expenditures    Natural resources                     613       507       552
                Trucking                               93        80        72
                Corporate services and other
                  operations                           71       128       134
                                                  -------   -------   -------
                Total                             $ 1,546   $ 1,520   $ 1,525
                                                  =======   =======   =======

                This information should be read in conjunction with the
                accompanying accounting policies and notes to the financial 
                statements.

 33

                           STATEMENT OF CONSOLIDATED INCOME

                Union Pacific Corporation and Subsidiary Companies

                Millions of Dollars, Except Per
                 Share Amounts                      1994      1993      1992
                                                  -------   -------   -------
                                                             
Operating       Sales and Revenues (Notes 3 and
Revenues          5)                              $ 7,798   $ 7,325   $ 7,032
                                                  -------   -------   -------
Operating       Salaries, wages and employee
Expenses          benefits                          2,562     2,468     2,448
                Depreciation, depletion and
                  amortization                      1,005       918       877
                Equipment and other rents             646       576       525
                Fuel and utilities (Note 5)           488       496       477
                Materials and supplies                378       367       358
                Other costs                         1,124     1,006       950
                                                  -------   -------   -------
                Total                               6,203     5,831     5,635
                                                  -------   -------   -------

Income          Operating Income                    1,595     1,494     1,397
                Other Income - Net (Notes 4 and
                  13)                                 259        89       146
                Interest Expense (Note 8)            (336)     (315)     (355)
                Corporate Expenses                    (99)      (99)      (90)
                                                  -------   -------   -------
                Income before Income Taxes          1,419     1,169     1,098
                Income Taxes (Notes 3 and 7)         (461)     (455)     (370)
                                                  -------   -------   -------
                Income from Continuing Operations     958       714       728

                Discontinued Operations: (Note 2)       
                  Provision for Disposal - Net
                    of Tax Benefits of 
                    $196 Million                     (404)       --        --
                  Operating Losses                     (8)       (9)       --
                                                  -------   -------   -------
                Loss from Discontinued Operations    (412)       (9)       --
                                                  -------   -------   -------
                Income before Cumulative Effect
                  of Changes in Accounting 
                  Principles                          546       705       728

                Cumulative Effect to January 1,
                  1993 of Changes in Accounting      
                  Principles (Note 3)                  --      (175)       --
                                                  -------   -------   -------
                Net Income                        $   546   $   530   $   728
                                                  =======   =======   =======

Per Share       Income from Continuing 
                  Operations                      $  4.66   $  3.47   $  3.57 

                Loss from Discontinued
                  Operations                        (2.00)    (0.04)       --  
                                                                                
                Cumulative Effect to January 1,
                  1993 of Changes in Accounting
                  Principles                           --     (0.85)       --

                Net Income                           2.66      2.58      3.57
                Dividends                            1.66      1.54      1.42  

                The accompanying accounting policies and notes to the
                financial statements are an integral part of these
                statements.

 34

                     STATEMENT OF CONSOLIDATED FINANCIAL POSITION
                  Union Pacific Corporation and Subsidiary Companies

                Millions of Dollars                        1994        1993 
                                                         -------     -------
                                                               
Assets

Current Assets  Cash and temporary investments           $   121     $   113
                Accounts receivable (Note 5)                 648         593
                Inventories                                  315         252
                Notes receivable (Notes 2 and 4)             291           6
                Income taxes receivable (Note 2)             285          46
                Deferred income taxes (Notes 3     
                  and 7)                                      --         117
                Other current assets                         162         190
                                                         -------     -------
                Total                                      1,822       1,317
                                                         -------     -------

Investments     Investments in and advances to 
                  affiliated companies                       492         453
                Other investments                            170         170
                                                         -------     -------
                Total                                        662         623
                                                         -------     -------

Properties      Cost (Notes 2, 4 and 6)                   18,885      17,396
                Accumulated depreciation, depletion
                  and amortization                        (6,614)     (6,318)
                                                         -------     -------
                Net                                       12,271      11,078
                                                         -------     -------

Other           Excess Acquisition Costs - Net               939         963
                Net Assets of Discontinued  
                  Operations (Note 2)                         --         697
                Other Assets                                 248         217
                                                         -------     -------
                      Total Assets                       $15,942     $14,895
                                                         =======     =======

Liabilities and
Stockholders' Equity

Current         Accounts payable                         $   463     $   439
Liabilities     Accrued wages and vacation                   223         249
                Income and other taxes                       198         158
                Dividends and interest                       192         176
                Accrued casualty costs                       163         135
                Debt due within one year                     470         115
                Other current liabilities                    796         758
                                                         -------     -------
                Total                                      2,505       2,030
                                                         -------     -------

Other           Debt Due After One Year 
Liabilities       (Notes 8 and 9)                          4,090       4,068
and Equity      Deferred Income Taxes (Notes 3 and 7)      2,856       2,678
                Retiree Benefits Obligation 
                  (Notes 3 and 10)                           603         600
                Other Long-Term Liabilities (Note 12)        757         634
                Common Stockholders' Equity (page 36)      5,131       4,885
                                                         -------     -------
                Total Liabilities and Stockholders'
                  Equity                                 $15,942     $14,895
                                                         =======     =======

                The accompanying accounting policies and notes to the
                financial statements are an integral part of these
                statements.

 35

                         STATEMENT OF CONSOLIDATED CASH FLOWS

                 Union Pacific Corporation and Subsidiary Companies

                Millions of Dollars                 1994      1993      1992
                                                  -------   -------   -------
                                                             
Cash from       Net Income                        $   546   $   530   $   728
Operations      Non-cash charges to income:
                  Depreciation, depletion and
                    amortization                    1,005       918       877
                  Deferred income taxes               349       310       214
                  Write-down of discontinued
                    operations (Note 2)               404        --        --
                  Gain on property dispositions
                    and retirements (Note 4)         (220)      (35)      (58)
                  Cumulative effect of changes
                    in accounting principles 
                    (Note 3)                           --       175        --
                  Other - Net                         (95)      (70)      (10)
                Changes in current assets and 
                  liabilities                         (22)     (128)      101
                Cash used for special charge          (58)     (137)     (192)
                                                  -------   -------   -------
                Cash from operations                1,909     1,563     1,660
                                                  -------   -------   -------

Investing       Capital investments and
Activities        exploratory expenditures         (1,597)   (1,574)   (1,567)
                Investments and acquisitions
                  (Note 4)                           (725)      (75)      (71)
                Proceeds from sale of assets and
                  other investing activities 
                  (Note 4)                            361        96       291
                                                  -------   -------   -------

                Cash used for investing
                  activities                       (1,961)   (1,553)   (1,347)
                                                  -------   -------   -------

Equity and      Dividends paid                       (334)     (309)     (282)
Financing       Debt repaid (Note 8)                 (338)     (753)     (677)
Activities      Purchase of treasury stock 
                  (Note 11)                            (1)      (10)       (5)
                Financings                            733       926       750
                                                  -------   -------   -------
                Cash used in equity and
                  financing activities                 60      (146)     (214)
                                                  -------   -------   -------
                Net Change in Cash and Temporary
                  Investments                     $     8   $  (136)  $    99
                                                  =======   =======   =======

Changes in      Accounts receivable               $   (55)  $   (71)  $   (68)
Current Assets  Inventories                           (63)       (8)      (22)
and Liabilities Other current assets                 (379)      (48)      (31)
                Accounts, wages and vacation
                  payable                              (2)      (40)      138
                Other current liabilities             477        39        84
                                                  -------   -------   -------
                Total                             $   (22)  $  (128)  $   101
                                                  =======   =======   =======

                The accompanying accounting policies and notes to the
                financial statements are an integral part of these
                statements.

 36

                 STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY

                  Union Pacific Corporation and Subsidiary Companies

               Millions of Dollars                  1994      1993      1992
                                                  -------   -------   -------
                                                             
Common Stock   Common Stock, $2.50 par value
                 (authorized 500,000,000 shares)

               Balance at beginning of year
                 (230,788,175 issued shares in
                 1994; 229,774,547 in 1993; 
                 228,410,296 in 1992)             $   577   $   574   $   571

               Conversions, exercises of stock
                 options and other (1,049,801 
                 shares in 1994; 1,013,628 in 
                 1993; 1,364,251 in 1992)               3         3         3
                                                  -------   -------   -------
               Balance at end of year (231,837,976
                 issued shares in 1994; 
                 230,788,175 in 1993; 229,774,547 
                 in 1992)                             580       577       574
                                                  -------   -------   -------

Paid-in        Balance at beginning of year         1,383     1,339     1,288
Surplus        Conversions, exercises of stock
                 options and other                     45        44        51
                                                  -------   -------   -------
               Balance at end of year               1,428     1,383     1,339
                                                  -------   -------   -------
Retained       Balance at beginning of year         4,529     4,338     3,899
Earnings       Net Income                             546       530       728
                                                  -------   -------   -------
               Total                                5,075     4,868     4,627

               Cash dividends declared               (341)     (315)     (289)
               Exchangeable note conversion
                 (Note  8)                             --       (24)       --
                                                  -------   -------   -------
               Balance at end of year (Note 8)      4,734     4,529     4,338
                                                  -------   -------   -------

Treasury Stock Balance at end of year, at cost
                 (25,900,775 shares in 1994;
                 25,626,946 in 1993; 25,879,742 
                 in 1992)                          (1,611)   (1,604)   (1,612)
                                                  -------   -------   -------

               Total Common Stockholders' Equity
                 (Note 11)                        $ 5,131   $ 4,885   $ 4,639
                                                  =======   =======   =======

               The accompanying accounting policies and notes to the
               financial statements are an integral part of these
               statements.

 37
                      NOTES TO FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The consolidated financial statements include the accounts of Union Pacific
Corporation (the Corporation or Union Pacific) and all subsidiaries.  
Investments in affiliated companies (20% to 50% owned) are accounted 
for on the equity method.  In addition, the Corporation  consolidates its 
proportionate share of oil, gas and mineral ventures.  All material 
intercompany transactions are eliminated.

Cash and Temporary Investments
Temporary investments are stated at cost that approximates fair market value, 
and consist of investments with original maturities of three months or less.

Inventories
Inventories consist primarily of materials and supplies carried at the lower of
cost or market.

Exploration and Production
Oil and gas exploration costs are accounted for using the successful efforts
method.

Drilling costs of unsuccessful exploratory wells, geological and geophysical
costs and carrying costs are charged to expense when incurred.  Costs to develop
producing properties, including drilling costs and applicable leasehold
acquisition costs, are capitalized.

Depletion and amortization of producing properties, including depreciation of
well and support equipment and amortization of related lease costs, are
determined by using a unit-of-production method based upon proved reserves. 
Acquisition costs of unproved properties are amortized from the date of
acquisition on a composite basis, which considers past success experience and
average lease life.

Property and Depreciation
Properties are carried at cost.  Provisions for depreciation are computed
principally on the straight-line method based on estimated service lives of
depreciable property.

The cost (net of salvage) of depreciable rail property retired or replaced in 
the ordinary course of business is charged to accumulated depreciation.  
A gain or loss is recognized on all other property upon disposition.  

Intangible Assets
Amortization of costs in excess of net assets of acquired businesses is 
generally recorded over forty years on a straight-line basis.  The 
Corporation regularly assesses the recoverability of such costs through a 
review of cash flows and fair values of those businesses.

Revenue Recognition
Transportation revenues are recognized on a percentage-of-completion basis, 
while delivery costs are recognized as incurred (see Note 3).

Hedging Transactions
The Corporation periodically hedges hydrocarbon sales and purchases, interest
rates and foreign currency exchange risk.  Gains and losses from these
transactions are recognized at delivery of the commodity or, with respect to
interest rates and foreign currency, over the life of the instrument (see Note
5).  

Earnings Per Share
Earnings per share are based on the weighted average number of common shares
outstanding during the periods, plus shares issuable upon exercise of 
outstanding stock options (see Note 11).

Change in Presentation
1992 and 1993 amounts have been restated to conform to the 1994 financial
presentation of USPCI, Inc. (USPCI) as a discontinued operation (see Note 2).

1.  Business

Union Pacific consists of companies operating principally in the United States
engaged in rail transportation; oil, gas and minerals production; and trucking.

The following financial information is an integral part of these financial
statements:
           Business Segments
           Supplementary Information (unaudited)
             Selected Quarterly Data;
             Oil and Gas -- Proved Reserves; 
             Capitalized Exploration and Production Costs;   
             Costs Incurred in Exploration and Development; 
             Results of Operations for Producing Activities; 
             and Standardized Measure of Future Net Cash Flows

2.  Sale of USPCI 

In September 1994, Union Pacific's Board of Directors approved a formal plan to
dispose of its waste management business.  As a result of this decision, the
Corporation recorded a $654 million ($425 million after-tax) loss on
discontinued operations in the third quarter of 1994 to write down 
the Corporation's investment in USPCI's assets to estimated net realizable
value and to provide for estimated closing costs and certain retained 
liabilities.

 38

At year-end, the Corporation completed the sale of USPCI to Laidlaw Inc. for 
$225 million in notes. These notes were collected in January 1995.  As 
a result of the sale, the Corporation adjusted its original loss provision in 
the fourth quarter of 1994 by reducing the provision by $54 million 
($21 million after tax).  The sale of USPCI will not have a significant 
impact on the Corporation's future operating results or financial 
condition.  Sales proceeds and cash tax benefits derived from the sale of
USPCI will be used for general corporate purposes, including the 
reduction of outstanding debt levels.  
 
Operating revenues of USPCI were $342 million in 1994, $236 million in 1993 and
$262 million in 1992.  Capital expenditures at USPCI were $66 million in 1994,
$114 million in 1993 and $109 million in 1992. 

3.  Accounting Changes

The Corporation adopted the following accounting changes in January 1993:

In Millions, Except
Per Share Amounts

                                        Income            Revenue
                           OPEB          Taxes            Recognition   Total
                         -------        ------            -----------  -------

Railroad                 $ (171)        $ 121             $  (22)      $  (72)
Natural resources           (44)          (15)                --          (59)
Trucking                    (47)          (25)                (7)         (79)
Corporate services
  and other
  operations                 (9)           44                 --           35 
                         -------        -----             ------       ------
Consolidated             $ (271)        $ 125             $  (29)      $ (175)
                         =======        =====             ======       ======

Per share                $(1.32)        $0.61             $(0.14)      $(0.85)

Other Postretirement Benefits (OPEB)
The Financial Accounting Standards Board (FASB) issued Statement No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," which
requires that the cost of non-pension benefits for retirees be accrued during
their period of employment.  The adoption of this Statement does not affect
future cash funding requirements for these benefits (see Note 10).

Income Taxes
The FASB issued Statement No. 109, "Accounting for Income Taxes," which requires
the balance-sheet approach of accounting for income taxes, whereby assets and
liabilities are recorded at the tax rates currently enacted.  The Corporation's
future results may be affected by changes in the corporate income tax rate (see
Note 7).

Revenue Recognition
The Corporation changed its method of transportation revenue and expense
recognition from accruing both revenues and expenses at the inception of service
to the industry practice of allocating revenues between reporting periods based
on relative transit time, while recognizing expenses as incurred.  

4.  Acquisitions and Property Dispositions

AMAX Oil & Gas, Inc. (AMAX) 
In March 1994, Union Pacific Resources Company (Resources) acquired AMAX from
Cyprus AMAX Minerals Company for a net purchase price of $725 million.  AMAX's
operations primarily consist of natural gas producing, transportation and
processing properties in West Texas and Louisiana.  These properties include
interests in 14 major fields, encompassing approximately 600,000 acres and 2,000
producing wells.  Resources recorded 92 million barrels of oil equivalent of
proved reserves related to the AMAX acquisition.

Skyway Freight Systems, Inc. (Skyway) 
In May 1993, the Corporation acquired all of the outstanding common stock of
Skyway for $65 million and the conversion of its initial $7 million preferred
stock investment.  Skyway specializes in providing customized logistics and
transportation support for the time-definite and specialized freight markets.

Wilmington Sale 
In March 1994, Resources sold its interest in the Wilmington, California oil
field's surface rights and hydrocarbon reserves, and its interest in the Harbor
Cogeneration Plant, to the City of Long Beach, California for $405 million in
cash and notes.  The Wilmington sale resulted in a $184 million ($116 million
after-tax) gain--$159 million ($100 million after tax) at Resources and $25
million ($16 million after tax) at Union Pacific Railroad Company, the latter
related to land and trackage rights.  Wilmington hydrocarbon reserves 
represented approximately 3% of Resources' year-end 1993 proved reserves 
and the sale of the Wilmington properties will not significantly affect 
Resources' ongoing operating results.
  
As part of the Wilmington sales agreement, the Corporation has agreed to
participate with the City of Long Beach in funding site preparation and
environmental remediation.  As a result, the determination of the gain on the
sale of the Wilmington properties included provisions of $112 million for such
future costs.

5.  Financial Instruments

Hedging
The Corporation uses derivative financial instruments to protect against
unfavorable hydrocarbon price movements, interest rate movements and foreign
currency exchange risk.  While the use of these hedging arrangements limits the
downside risk of adverse price and rate movements, it may also limit future 
gains from favorable movements.  All hedging is accomplished pursuant to 
exchange-traded contracts or master swap agreements based on standard forms.
Union Pacific does not hold or issue financial 

 39

instruments for trading purposes.  The Corporation addresses market risk by 
selecting instruments whose value fluctuations correlate strongly with the 
underlying item or risk being hedged. Credit risk related to hedging activities,
which is minimal, is managed by requiring minimum credit standards for 
counterparties, periodic settlements and/or mark-to-market evaluations.  The 
largest credit risk associated with any of the Corporation's counterparties was 
$25 million at December 31, 1994.  The Corporation has not been required to 
provide, nor has it received any significant amount of collateral relating to 
its hedging activity.

Unrecognized mark-to-market gains or losses approximate the fair market value of
the related derivative position at December 31, 1994 and were determined based
upon current market value, as quoted by recognized dealers, assuming a round lot
transaction and using a mid-market convention without regard to market 
liquidity.

Hydrocarbons:  Resources uses exchange-traded futures contracts, swaps and
forward contracts to fix selling prices or margins on hydrocarbon volumes.  At
December 31, 1994, Resources had entered into futures contracts and price swaps
for 1995 natural gas sales volumes of 200 mmcf/day at $1.91/mcf, approximately
23% of its 1995 natural gas production.  Resources had also entered into long-
term fixed price sales agreements for 98 bcf of natural gas at an average price
of $2.89/mcf covering the period 1995 thru 2008, comprising average annual sales
of 7 bcf, less than 4% of its expected annual production.  In addition,
Resources' marketing subsidiary uses swaps, futures and forward contracts to
lock-in margins on purchase and sales commitments, which generally mature over
the next five years.  At December 31, 1994, Resources had an unrecognized mark-
to-market gain of $43 million relating to hedging arrangements.

Fuel purchase hedging fixes diesel fuel prices using price swaps in which Union
Pacific Railroad Company and its affiliate Missouri Pacific Railroad Company
(collectively the Railroad) and Overnite Transportation Company (Overnite) pay
fixed prices in exchange for market prices for equivalent notional amounts of
fuel.  At December 31, 1994, the Railroad had no hedging agreements in place,
while Overnite had hedged virtually all of its first quarter 1995 fuel
consumption (17 million gallons at $0.48 per gallon).  At December 31, 1994,
Overnite had an unrecognized mark-to-market gain of $300,000 relating to these
arrangements.

Interest Rates and Foreign Currency:  The Corporation uses interest rate swaps
to manage its exposure to increasing interest rates and uses cross-currency 
swaps to eliminate foreign exchange rate risk in connection with debt
denominated in foreign currency.  At December 31, 1994, the total notional
principal amount of debt affected by these instruments was $288 million with a 
recognized gain of $24 million included in the carrying value of the debt 
instrument, as well as an unrecognized mark-to-market loss of $12 million.  
Hedging of foreign currency transactions offsets actual foreign currency 
losses.  Had the Corporation not hedged its foreign currency obligations, 
other income would have been $8 million and $7 million lower in 1994 and 1993, 
respectively, and would not have been affected in 1992.  Interest rate 
hedging activity increased interest expense by $8 million in each of 1994, 
1993 and 1992, raising the weighted average borrowing rate by no more than
0.2 of 1% in any year during the period.

Fair Value of Financial Instruments
The fair market value of the Corporation's long and short-term debt has been
estimated using quoted market prices or current borrowing rates.  At 
December 31, 1994, the carrying value of total debt exceeded the fair market
value by approximately 5%.  The carrying value of all other financial 
instruments approximates fair market value.

Off-Balance-Sheet Risk
Union Pacific Railroad Company has sold, on a revolving basis, an undivided
percentage ownership interest in a designated pool of accounts receivable.  
Collection risk on the pool of receivables is minimal.   At December 31, 
1994 and 1993, accounts receivable are presented net of the $300 million of 
receivables sold.

6.  Properties

Major property accounts are as follows:

Millions of Dollars                              1994             1993 
                                               -------          -------
                                                          
Railroad:
  Road and other                               $ 8,428          $ 7,935 
  Equipment                                      4,658            4,575 
                                               -------          -------
Total Railroad                                  13,086           12,510 
Natural resources                                4,965            4,144 
Trucking                                           704              621 
Other                                              130              121
                                               -------          -------
Total                                          $18,885          $17,396
                                               =======          =======

Accumulated depreciation, depletion and amortization are as follows:

Millions of Dollars                              1994             1993 
                                                ------           ------
                                                           
Railroad:
  Road and other                                $2,131           $1,990      
  Equipment                                      1,881            1,769
                                                ------           ------
Total Railroad                                   4,012            3,759        
Natural resources                                2,365            2,364        
Trucking                                           200              165        
Other                                               37               30
                                                ------           ------
Total                                           $6,614           $6,318      
                                                ======           ======

 40

7.  Income Taxes

Components of income tax expense including discontinued operations are as
follows:

Millions of Dollars                               1994             1993
                                                  ----             ----
                                                             
Current:
  Federal                                         $(81)            $118
  State                                             30               12
                                                  ----             ----
  Total current                                    (51)             130
                                                  ----             ----

Deferred:
  Federal                                          314              304
  State                                              2               16 
                                                  ----             ----
  Total deferred                                   316              320
                                                  ----             ----
Total                                             $265             $450
                                                  ====             ====

In August 1993, President Clinton signed the Omnibus Budget Reconciliation Act
(the 1993 Tax Act) into law raising the Federal corporate income tax rate to 35%
from 34%, retroactive to January 1, 1993.  As a result, 1993 income tax expense
increased by $74 million: $62 million for the one-time, non-cash recognition of
deferred income taxes related to prior periods and $12 million of incremental
current year Federal income tax expense.

The 1992 components of tax expense, which have not been restated to reflect the
accounting change (see Note 3), were $155 million for current Federal income tax
expense and $215 million for deferred Federal income tax expense.

Deferred tax liabilities (assets) are comprised of the following:

Millions of Dollars                              1994             1993 
                                                ------           ------
                                                            
Net current deferred tax
  (asset) liability                             $   66           $ (117)
                                                ------           ------

Excess tax over book depreciation                2,705            2,457
Exploration costs                                  343              286
State taxes - Net                                  223              221
Other liabilities                                 (150)            (195)
Postretirement benefits                           (140)            (152)
Alternative minimum tax                           (135)            (178)
Other                                               10              239
                                                ------           ------

Net long-term deferred tax liability             2,856            2,678
                                                ------           ------

Net deferred tax liability                      $2,922           $2,561 
                                                ======           ======

A reconciliation between statutory and effective tax rates of continuing
operations is as follows:

                                               1994        1993        1992
                                               ----        ----        ----
                                                              
Statutory tax rate                             35.0%       35.0%       34.0%
Cumulative effect of Federal
  rate increase                                 --          5.3         -- 
State taxes - Net                               1.5         1.6         -- 
Goodwill amortization                           0.8         0.8         2.7 
Section 29 credits                             (3.7)       (1.2)       (1.8)
Dividend exclusion                             (1.1)       (1.6)       (0.9)
Other                                          (0.1)       (1.0)       (0.3)
                                               ----        ----        ----

Effective tax rate                             32.4%       38.9%       33.7%
                                               ====        ====        ====

All material IRS deficiencies prior to 1978 have been settled.  The Corporation
is contesting deficiencies in the Tax Court for 1978 and 1979.  The Corporation
has reached a partial settlement with the Appeals Office of the IRS for 1980
through 1983; the remaining issues will be resolved as part of the Tax Court 
case for 1978 and 1979, as well as the refund claim filed for 1983.  The 
Corporation is negotiating with the Appeals Office concerning 1984 through 
1986.  The IRS is examining the Corporation's returns for 1987 through 1989.
The Corporation believes it has adequately provided for Federal and state 
income taxes.

Net payments of income taxes were $119 million in 1994, $142 million in 1993 and
$168 million in 1992.

8.  Debt

Total debt is summarized below:

Millions of Dollars                              1994             1993 
                                                ------           ------
                                                           
Notes and Debentures, 4.75% to 10.08%
  due through 2054                              $2,634           $2,225 
Equipment obligations, 6.12% to 15.50%
  due through 2012                                 748              732 
Commercial paper, average of 6.12%
  in 1994 and 3.35% in 1993                        767              868
Mortgage bonds, 4.25% to 5.00% 
  due through 2030                                 178              178
Tax-exempt financings, 3.75% to 9.60%
  due through 2026                                 206              206 
Capitalized leases                                 207              156
Unamortized discount                              (180)            (182)
                                                ------           ------

Total debt                                       4,560            4,183
Less current portion                              (470)            (115)
                                                ------           ------
Total long-term debt                            $4,090           $4,068
                                                ======           ======

Debt maturities for each year, 1996 through 1999, are $269 million, 
$108 million, $457 million and $1 billion, respectively.  Interest payments 
approximate gross interest expense.

Approximately 54% of all rail equipment and other railroad properties secures
outstanding equipment obligations and mortgage bonds.  

Certain tax-exempt financings had variable interest rates from 3.75% to 4.85% at
December 31, 1994, and from 2.41% to 3.10% at December 31, 1993.

The Corporation has $1.86 billion of available credit facilities for general
corporate purposes with various banks.  These facilities consist of revolving
credit facilities of $1 billion that expire in 1995 and $800 million that expire
in 1999, and $60 million of other short-term facilities.  Commitment fees and
interest rates payable under these facilities are similar to fees and rates
available to the most creditworthy corporate borrowers.

 41

To the extent the Corporation has long-term credit facilities available, a
portion of commercial paper borrowings and tax-exempt financings, which are due
within one year, have been classified as long-term debt.  This classification
reflects the Corporation's intent to refinance these short-term borrowings on a
long-term basis through the issuance of additional commercial paper and/or new
long-term financings, or by using the currently available credit facilities if
alternative financing is not available.

The Corporation is subject to certain restrictions related to the payment of 
cash dividends.  The amount of retained earnings available for dividends 
under the most restrictive test was $2.7 billion at December 31, 1994.

In February 1993, the remaining $25 million of the 7.50% Exchangeable Guaranteed
Notes due 2003, which were issued  in conjunction with the acquisition of the
Missouri-Kansas-Texas Railroad, were exchanged for approximately 774,000 shares
of the Corporation's common stock.  These common shares were held in treasury
prior to the exchange.
  
9.  Leases

The Corporation leases certain locomotives, freight cars, trailers, production
platforms and other property.  Future minimum lease payments for capital and
operating leases with initial or remaining non-cancelable lease terms in excess
of one year as of December 31, 1994, are as follows:

                                        Operating          Capital
Millions of Dollars                        Leases           Leases
                                        ---------          -------
                                                        
1995                                         $131             $ 35 
1996                                           78               35 
1997                                           67               33 
1998                                           61               30 
1999                                           42               29 
Later years                                   247              208 
                                             ----             ----

Total minimum payments                       $626              370 
                                             ====

Amount representing interest                                  (163)
                                                              ----
Present value of minimum lease
  payments                                                    $207 
                                                              ====

Rent expense for operating leases with terms exceeding one month was 
$119 million in 1994, $113 million in 1993 and $105 million in 1992.  
Contingent rentals and sub-rentals are not significant.

10.  Retirement Plans

The Corporation and certain of its subsidiaries provide pension and
postretirement health care and life insurance benefits to all eligible retirees.

Pension Benefits
Pension plan benefits are based on years of service and compensation during the
last years of employment.  Contributions to the plans are calculated based on 
the Projected Unit Credit actuarial funding method and are not less than the
minimum funding standards set forth in the Employee Retirement Income 
Security Act of 1974, as amended.  In addition, Railroad employees are covered
by the Railroad Retirement System.  Contributions made to the System are 
expensed as incurred and amounted to approximately $200 million annually over 
the past three years.  Since 1989, the Corporation has settled a portion of the 
non-qualified unfunded supplemental plans' accumulated benefit obligation by 
purchasing annuities.

Pension cost includes the following components:

Millions of Dollars                   1994            1993            1992 
                                      ----            ----            ----
                                                             
Service cost - Benefits
  earned during the period            $ 36            $ 30            $ 30 
Interest on projected
  benefit obligation                    87              87              84 
Return on assets:
  Actual (gain) loss                    12            (140)            (57)
  Deferred gain (loss)                 (99)             60             (19)
Net amortization costs                  11               9               11 
                                      ----            ----             ----
  
Charge to operations                  $ 47            $ 46             $ 49
                                      ====            ====             ====

The projected benefit obligation was determined using a discount rate of 8.0% in
1994 and 7.0% in 1993.  The  estimated rate of salary increase approximated 6.0%
in 1994 and 5.0% in 1993.  The expected long-term rate of return on plan assets
was 8.0% in both years.  The change in assumptions will not significantly affect
1995 pension cost.  As of year-end 1994 and 1993, approximately 32% and 34%,
respectively, of the funded plans' assets were held in fixed-income and short-
term securities, with the remainder primarily in equity securities.

 42

The funded status of the plans is as follows:

                                       Assets                Accumulated
                                       Exceed                  Benefits 
                                     Accumulated                Exceed  
Millions of Dollars                   Benefits                Assets (a)
                                   ---------------         ---------------
                                                        
                                    1994     1993           1994     1993 
                                   ------   ------         ------   ------
Plan assets at fair value          $1,115   $1,180         $   --   $   -- 
                                   ------   ------         ------   ------
Actuarial present value
  of benefit obligations:
   Vested benefits                    867      922             33       39 
   Non-vested benefits                 45       54              2        1 
                                   ------   ------         ------   ------
Accumulated benefit
  obligation                          912      976             35       40 
Additional benefits
  based on estimated
  future salaries                     233      201             32       26 
                                   ------   ------         ------   ------
Projected benefit obligation        1,145    1,177             67       66 
                                   ------   ------         ------   ------
Plan assets (over) under
  projected benefit
  obligation                           30       (3)            67       66 
Unamortized net transition
  asset (obligation)                   35       39            (26)     (33)
Unrecognized prior service
  cost                                (44)     (46)           (36)     (39)
Unrecognized net gain (loss)          146      168            (32)     (30)
Minimum liability                      --       --             62       76 
                                   ------   ------         ------   ------
Pension liability                  $  167   $  158         $   35   $   40 
                                   ======   ======         ======   ======

(a) Represents the Corporation's non-qualified unfunded supplemental plans.

Other Postretirement Benefits
In January 1993, the Corporation adopted the provisions of SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" (see 
Note 3).  The Corporation does not currently pre-fund health care and life 
insurance benefit costs.  Cash payments for these benefits were $15 million in 
1994 and $16 million in 1993.   

Railroad agreement employees' health care and life insurance benefits are 
covered by a separate multiemployer plan and therefore are not subject to the 
provisions of this Statement.

Components of the postretirement health care and life insurance benefit expense
are as follows:

Millions of Dollars                               1994             1993 
                                                  ----             ----
                                                              
Service cost - Benefits
  earned during the period                         $ 8              $ 7
Interest costs on accumulated
  benefit obligation                                22               21
Net amortization costs                             (12)              -- 
                                                   ---              ---
Charge to operations                               $18              $28
                                                   ===              ===

The liability for postretirement benefit plans is as follows:

Millions of Dollars                               1994             1993
                                                  ----             ---- 
                                                             
Accumulated postretirement benefit
  obligation (APBO):
    Retirees                                      $213             $201
    Fully eligible active employees                 20               21 
    Other active employees                          88               99
                                                  ----             ----
Total APBO                                         321              321
Unrecognized prior service gain                     66               76
Unrecognized net gain                               53               40
                                                  ----             ----
Postretirement benefits liability                 $440             $437
                                                  ====             ====

The APBO was determined using a discount rate of 8.0% in 1994 and 7.0% in 1993. 
The health care cost trend rate is assumed to gradually decrease from 12.4% for
1995 to 5.8% for 2009 and all future years.  If the assumed health care cost
trend rate increases by one percentage point in each subsequent year, the
aggregate of the service and interest cost components of annual postretirement
benefit expense would increase by $4 million and the APBO would rise by $33
million.

11.  Stock Option Plans, Retention Stock Plans and Other Capital Stock

Pursuant to the Corporation's stock option, retention and restricted stock plans
for directors, officers and key employees, 9,747,370,  14,469,250 and 4,095,900
common shares or options for common shares were available for grant at December
31, 1994, 1993 and 1992, respectively.  

Options under the plans are granted at 100% of market value at the date of grant
and are exercisable for a period of ten years from the grant date.  While 
options become exercisable no earlier than one year after grant, in 1994 a
multiyear grant was made covering normal annual grants for three years,
becoming exercisable over a three-year period, provided designated target 
Union Pacific common stock prices are met, or becoming fully exercisable in 
any event after nine years.  The plans also provide for granting of options 
containing stock appreciation rights (SARs) features; however, all outstanding
SARs were voluntarily surrendered during 1994. 

Changes in common stock options and SARs outstanding are as follows:

                                        Shares             Price Range  
                                     Under Option           Per Share
                                     ------------       ------------------
                                                  
Balance Dec. 31, 1991                   4,406,720       $19.04  to  $49.13
Granted                                 1,322,250             54.13     
Exercised                              (1,511,920)       19.04  to   46.66
Expired/Surrendered                       (61,100)       46.66  to   54.13
                                     ------------       ------------------
Balance Dec. 31, 1992                   4,155,950        20.04  to   54.13
Granted                                 1,352,850             63.75     
Exercised                                (792,890)       20.04  to   54.13
Expired/Surrendered                       (19,450)       28.32  to   54.13
                                     ------------        -----------------
Balance Dec. 31, 1993                   4,696,460        20.04  to   63.75
Granted                                 3,990,200             47.00     
Exercised                                (205,000)       20.04  to   54.13
Expired/Surrendered                       (31,550)       46.66  to   63.75
                                     ------------        -----------------
Balance Dec. 31, 1994                   8,450,110        23.07  to   63.75
                                     ============        =================
Exercisable Dec. 31

1992                                  2,833,700         $20.04  to  $49.13
1993                                  3,343,610          20.04  to   54.13
1994                                  4,459,910          23.07  to   63.75

 43

The plans also provide for awarding restricted shares of common stock to 
eligible employees, generally subject to forfeiture if employment terminates 
during the prescribed restricted period.  In addition, a multiyear award 
was made in 1994 covering a performance period through 1998, with vesting 
dependent upon the achievement of certain Union Pacific stock price targets.  
During 1994, 1993 and 1992, 755,230, 208,700 and 131,450 retention and 
restricted shares, respectively, were issued.  

The Corporation has announced programs to repurchase up to $1.2 billion of its
common shares.  Since 1984, 15 million shares have been repurchased at a cost of
$841 million.  

12.  Commitments and Contingencies

There are various lawsuits pending against the Corporation and certain of its
subsidiaries.  The Corporation is also subject to Federal, state and local
environmental laws and regulations, and is currently participating in the
investigation and remediation of numerous sites.  Where the remediation costs
can be reasonably determined, and where such remediation is probable, the
Corporation has recorded a liability.  At December 31, 1994, the Corporation 
had accrued $243 million for estimated future environmental costs and 
believes it is reasonably possible that actual environmental costs could be 
lower than the recorded reserve or as much as 25% higher.  The Corporation 
has also entered into commitments and provided guarantees for specific 
financial and contractual obligations of its subsidiaries and affiliates.  
The Corporation does not expect that the lawsuits, environmental costs, 
commitments or guarantees will have a material adverse effect on its
consolidated financial position or its results of operations.

13.  Other Income - Net

Other Income - Net includes the following:

Millions of Dollars                   1994            1993            1992 
                                      ----            ----            ----

Rental income                         $ 32            $ 33            $ 38 
Net gain on  property dispositions 
  (Note 4)                             216              18              36    
Interest on tax settlements             --              --              55 
Interest and other - Net                11              38              17 
                                      ----            ----            ----
Total                                 $259            $ 89            $146 
                                      ====            ====            ====

                    SUPPLEMENTARY INFORMATION (unaudited)

Selected Quarterly Data
Selected unaudited quarterly data are as follows:

Millions of Dollars
Except Per Share Amounts       Mar. 31     Jun. 30     Sep. 30     Dec. 31   
                               -------     -------     -------     -------
                                                        
1994

Operating revenues              $1,860      $1,988      $1,958      $1,992   
Operating income                   345         421         428         401   
Income from continuing
  operations                       285(a)      228         210         235
Net income (loss)                  283(a)      220        (213)(b)     256(c)
Per share:
  Continuing operations           1.39(a)     1.11        1.02        1.14   
  Net income (loss)               1.38(a)     1.07       (1.04)(b)    1.25(c)
  Dividends                       0.40        0.40        0.43        0.43   
Common stock price:
  High                           67.13       59.75       60.13       53.75   
  Low                            55.50       55.38       52.75       44.50

1993

Operating revenues              $1,777      $1,796      $1,839      $1,913   
Operating income                   345         389         344         416   
Income from continuing
  operations                       167         204         108(e)      235
Net income (loss)                  (11)(d)     198         108(e)      235   
Per share:
  Continuing operations           0.81        0.99        0.53(e)     1.14   
  Net income (loss)              (0.06)(d)    0.96        0.53(e)     1.14   
  Dividends                       0.37        0.37        0.40        0.40   
Common stock price:
  High                           62.38       65.38       67.00       64.88
  Low                            56.88       58.75       58.38       57.88   

(a)  Included a one-time $116 million ($0.56 per share) after-tax gain resulting
     from the sale of the Corporation's oil and gas properties in Wilmington,
     California.

(b)  Included an after-tax loss from discontinued operations of $423 million
     ($2.06 per share), reflecting a write-down of USPCI's assets to estimated 
     net realizable value and a provision for costs associated with the 
     disposition of USPCI.   

(c)  Included a $21 million after-tax ($0.11 per share)  reduction in the
     Corporation's original USPCI loss provision to reflect the sale of USPCI to
     Laidlaw Inc.
  
(d)  Included a $175 million ($0.86 per share) after-tax charge for changes in
     accounting principles.

(e)  Included a $62 million ($0.30 per share) increase in income tax expense
     resulting from the deferred tax effect of the 1993 Tax Act.

 44

Stockholders and Dividends
The common stock of the Corporation is traded on various stock exchanges,
principally the New York Stock Exchange.  At January 31, 1995, there were
205,911,244 shares of outstanding common stock and approximately 62,500 common
stockholders.  At that date, the closing price of the common stock on the New
York Stock Exchange was $50.25.

Cash dividends declared on common stock by the Corporation were $1.66 per share
in 1994 and $1.54 per share in 1993.  Union Pacific has paid dividends to its
common stockholders during each of the past 95 years.  See Note 8 to the
Financial Statements for a discussion regarding restrictions relating to the
payment of cash dividends.

Rail Transportation

Commodities
Revenue ton-miles (RTM) and commodity revenue (CR) for major commodities by
percent and in total are as follows:

                                  1994              1993               1992
Percent of Total              RTM     CR        RTM     CR         RTM     CR  
                             -----   ----      -----   ----       -----   ----
                                                        
Automotive                     3.8%  11.3%       4.0%  11.3%        3.7%  10.7%
Chemicals                     14.6   21.1       14.0   20.9        14.8   21.6
Energy                        35.9   18.9       34.3   18.3        31.2   17.6
Food, consumer
  and government               5.7    6.6        5.8    6.6         6.3    7.1
Grains and grain
  products                    14.3   11.7       16.1   12.9        17.3   13.5
Intermodal                    12.5   15.6       12.0   14.3        12.1   13.2
Metals, minerals
  and forest                  13.2   14.8       13.8   15.7        14.6   16.3
                             -----   ----      -----   ----       -----   ----
Total(%)                       100%   100%       100%   100%        100%   100%
                             =====   ====      =====   ====       =====   ====

Total (Billions)             235.8   $5.2      220.7   $4.9       209.1   $4.8
                             =====   ====      =====   ====       =====   ====

Equipment
Owned or leased at year-end           1994            1993            1992 
                                     -----           -----           -----
                                                           
Locomotives                          3,132           3,142           3,074   
Freight cars:
  Covered hoppers                   24,009          23,399          22,656
  Box cars                          15,670          15,826          16,573  
  Open-top hoppers                  11,256          10,885          11,064   
  Gondolas                           9,678           9,969          10,438  
  Other                              7,698           8,013           8,408
Work equipment                       4,529           4,704           4,922

Acquired during the year:
  Locomotives                           49              74              74
  Freight cars                       1,784           1,394             646

Average age of equipment (years):
  Locomotives                         13.0            12.2            11.8
  Freight cars                        20.2            19.8            19.3

Bad order ratio - Freight cars         6.4%            7.9%            8.2%

Expenditures
Millions of Dollars                   1994            1993            1992
                                      ----            ----            ----
                                                             
Capital Expenditures:
Roadway and other                     $586            $591            $504
Equipment                              183             214             263
                                      ----            ----            ----
Total                                 $769            $805            $767
                                      ====            ====            ====
Maintenance Expenditures:
Roadway                               $258            $247            $273
Equipment                              500             490             485
                                      ----            ----            ----
Total                                 $758            $737            $758
                                      ====            ====            ====

Track
Miles                                1994            1993            1992
                                    ------          ------          ------
                                                           
Main line                           13,836          13,972          14,032
Branch line                          3,663           3,863           4,988
Yards, siding and other
  main line                         12,279          12,480          12,717
                                    ------          ------          ------
Total                               29,778          30,315          31,737    
                                    ======          ======          ======
Track miles of continuous
  welded rail (at year-end)         13,988          13,735          13,528
Track miles under centralized
  traffic-control (at year-end)      8,900           8,861           8,847
Track miles of rail replaced:
  New                                  278             280             373
  Used                                 252             254             267
Track miles re-ballasted             2,442           2,510           3,296
Ties replaced (thousands)            1,623           2,017           1,946

Freight Operations
                                     1994            1993            1992
                                    ------          ------          ------
                                                           
Operating ratio                       77.9            79.1            79.0
Carloadings (thousands)              4,991           4,619           4,458
Average commodity revenue per
  carloading                        $1,045          $1,055          $1,081
Average price of diesel
  fuel (cents per gallon)             58.7            62.8            63.9

Trucking

Freight Operations
                                      1994            1993            1992
                                     -----           -----           -----
                                                            
Shipments (thousands):
  Less-than-truckload                8,535           8,146           7,603   
  Truckload                             58              60              67
                                     -----           -----           -----
Total                                8,593           8,206           7,670
                                     =====           =====           =====
Tonnage (thousands):
  Less-than-truckload                4,557           4,277           3,994   
  Truckload                            667             733             837
                                     -----           -----           -----
Total                                5,224           5,010           4,831
                                     =====           =====           =====
Revenue per hundredweight            $9.82           $9.28           $9.03

Operating ratio                       91.3            90.2            90.9

 45

Equipment and Terminals

Owned or leased at year-end          1994            1993            1992
                                    ------          ------          ------
                                                           
Tractors                             5,364           5,254           5,311
Trailers                            18,858          17,105          16,123
Straight trucks                         87              93             101
Automobiles and service units          214             237             385
Service centers                        173             166             160
Average age of equipment (years):    
  Tractors                             6.5             6.8             7.2
  Trailers                             7.0             8.0             8.7

Capital Expenditures

Millions of Dollars                   1994            1993            1992
                                      ----            ----            ----
                                                             
Revenue equipment                     $ 58            $ 40            $ 48
Other                                   35              40              24
                                      ----            ----            ----
Total                                 $ 93            $ 80            $ 72
                                      ====            ====            ====

Natural Resources

Oil and Gas -- Proved Reserves
Proved reserves of crude oil, which include condensate and natural gas liquids,
are as follows:

Millions of Barrels                   1994            1993            1992
                                     -----           -----           -----
                                                            
Beginning of year                    156.9           156.6           161.4
Revisions of previous estimates       (1.7)            5.5             7.1
Improved recovery                       --             1.3              --
Extensions, discoveries and
  other additions                     29.1            20.8            27.2
Purchases (sales) of
  reserves-in-place                    1.1             4.6            (7.3)   
Production                           (30.7)          (31.9)          (31.8)
                                     -----           -----           -----
End of year                          154.7           156.9           156.6
                                     =====           =====           =====
Proved developed reserves            151.1           153.8           148.5
                                     -----           -----           -----

The table above includes the following amounts with respect to natural gas
liquids:

Millions of Barrels                   1994            1993            1992 
                                      ----            ----            ----
                                                             
Production                            (8.5)           (7.7)           (7.5)
Reserves, end of year                 83.8            74.3            67.8 

Proved natural gas reserves are as follows:

Billions of Cubic Feet               1994            1993            1992 
                                   -------         -------         -------
                                                          
Beginning of year                  1,731.2         1,709.2         1,655.5
Revisions of previous
  estimates                          (33.1)          (35.6)           37.2
Extensions, discoveries
  and other additions                360.3           237.0           427.1
Purchases (sales) of
  reserves-in-place                  349.4            46.6          (199.6)     
Production                          (281.8)         (226.0)         (211.0) 
                                   -------         -------         -------
End of year                        2,126.0         1,731.2         1,709.2
                                   =======         =======         =======
Proved developed reserves          2,054.4         1,643.5         1,610.8
                                   -------         -------         -------

Reserve estimates for 1994 include the effects of the AMAX Oil & Gas, Inc.
acquisition and the sale of Wilmington, California properties (see Note 4 to the
Financial Statements).  Over 90% of proved reserves are in the United States.  
At December 31, 1991, proved developed reserves of oil and gas were 135.4 
million barrels and 1,512.9 billion cubic feet, respectively.

Drilling and Production Activities

Drilling                              1994            1993            1992
                                      ----            ----            ---- 
                                                              
Gross wells                            677             529             483 
Gross productive wells                 644             491             435  
Net wells:
  Exploration                           24              20              33  
  Development                          373             303             291
Net productive wells:
  Exploration                           16              10              13
  Development                          365             295             285

At December 31, 1994, 134 gross wells and 45 net wells were in process of being
drilled.

Sales Price and Cost (a)             1994            1993            1992
                                    ------          ------          ------
                                                           
Crude oil sales price               $14.34          $15.66          $17.22
Natural gas liquids sales
  price                               9.18            9.84           10.67
Gas sales price                       1.82            1.82            1.52 
Lifting cost (b)                      3.57            4.12            4.12

(a)  Average per bbl or mcf, except lifting cost which is per barrel oil
     equivalent converted at 6:1.

(b)  Lifting cost per unit includes 9.8 million, 6.9 million and 5.8 million
     barrels of natural gas liquids earned through plant ownership in 1994, 
     1993 and 1992, respectively.

Production (per day)                  1994            1993            1992
                                      ----            ----            ---- 
                                                            
Net crude oil (thousand bbl)          63.1            66.5            66.5
Net natural gas liquids
  (thousand bbl)                      23.2            21.0            20.6   
Net natural gas (mmcf)               772.0           619.0           576.0   
Natural gas processed (mmcf)       1,122.4           949.4           935.1

Acreage and Wells
Oil and gas acreage is as follows:

Thousands of Acres                                1994             1993
                                                 -----            -----
                                                           
Gross developed                                  1,811            1,569
Net developed                                      847              833
Gross undeveloped                                4,252           17,588
Net undeveloped                                  3,083           15,733

The table excludes 7.1 million gross acres and 6.4 million net acres, which were
acquired through 19th century Congressional Land Grant Acts.  Substantial 
portions of this acreage are considered prospective for oil and gas.

 46

Productive oil and gas wells at December 31, 1994, are as follows:

Wells                                            Oil               Gas
                                                -----             -----
                                                            
Gross (a)                                       3,565             4,109
Net                                             1,272             2,513

(a)  Approximately 785 are multiple completions, 449 of which are gas wells.

Capitalized Exploration and Production Costs

Millions of Dollars                  1994            1993            1992 
                                    ------          ------          ------ 
                                                           
Proved properties                   $  786          $  386          $  402  
Unproved properties                    146             151             134
Wells, related equipment and
  facilities                         3,448           3,110           2,791
Uncompleted wells, equipment
  and facilities                       172             197             200
                                    ------          ------          ------
Gross capitalized costs              4,552           3,844           3,527
                                    ------          ------          ------
Accumulated depreciation,
  depletion, amortization
  and valuation provisions          (2,218)         (2,208)         (1,983)
                                    ------          ------          ------
Net capitalized costs               $2,334          $1,636          $1,544
                                    ======          ======          ======

Costs Incurred in Exploration and Development

Costs incurred in oil and gas property acquisitions, and exploration and
development activities are as follows:

Millions of Dollars                   1994            1993            1992
                                      ----            ----            ----
                                                             
Costs incurred: (a)
  Proved acreage                      $441            $ 27            $  3
  Unproved acreage                      35              57              31
  Exploration costs                    104              88              89
  Development costs                    746             400             485

(a) Costs incurred include capitalized costs.

Results of Operations for Producing Activities

Millions of Dollars                  1994            1993            1992
                                    ------          ------          ------
                                                           
Revenues - Third parties            $1,059          $1,044          $  957
                                    ------          ------          ------

Production costs                      (315)           (315)           (300)
Exploration expenses                   (73)            (76)            (89)
Depreciation, depletion and
  amortization                        (447)           (400)           (409) 
                                    ------          ------          ------
Total costs                           (835)           (791)           (798)
                                    ------          ------          ------
Pre-tax results                        224             253             159
Income taxes                           (80)            (83)            (58)
                                    ------          ------          ------
Results of operations               $  144          $  170          $  101      
                                    ======          ======          ======

Pipeline results, overhead expenses and interest costs have been excluded in
computing these results of operations.

Standardized Measure of Discounted Future Net Cash Flows Relating to
Proved Oil and Gas Reserves

Millions of Dollars                  1994            1993            1992
                                    ------          ------          ------
                                                           
Future cash inflows from
  sale of oil and gas               $5,023          $4,540          $5,256
Future production and
  development costs                 (1,791)         (1,631)         (1,451)
Future income taxes                   (722)           (859)         (1,156)
                                    ------          ------          ------
Future net cash flows                2,510           2,050           2,649
10% annual discount                   (851)           (761)         (1,097)
                                    ------          ------          ------
Standardized measure of
  discounted future net
  cash flows                        $1,659          $1,289          $1,552
                                    ======          ======          ======

An analysis of changes in standardized measure of discounted future net cash
flows follows:

Millions of Dollars                  1994            1993            1992 
                                    ------          ------          ------
                                                           
Beginning of year                   $1,289          $1,552          $1,504   
Changes due to current
  year operations:
  Additions and discoveries
    less related production
    and other costs                    571             441             721
  Sales of oil and gas - Net
    of production costs               (744)           (733)           (657)
  Development costs                    745             400             485
  Purchases (sales) of
    reserves-in-place                  235              28            (228)
Changes due to revisions in:
  Price                                (10)           (516)             (4)
  Development costs                   (812)           (358)           (414)
  Quantity estimates                   (80)             (5)            103
  Income taxes                         224             143            (101)
  Other                                 67             123             (56)
Discount accretion                     174             214             199
                                    ------          ------          ------
End of year                         $1,659          $1,289          $1,552
                                    ======          ======          ======

Future oil and gas sales, and production and development costs have been
estimated using prices and costs in effect as of each year-end.  Future net
revenues were discounted to present value at 10%, a uniform rate set by the 
FASB. Income taxes represent the tax effect (at statutory rates) of the
difference between the standardized measure values and tax bases of the
underlying properties at the end of the year.

Changes in the supplies and demand for oil and natural gas, inflation, timing of
production, reserve revisions and other factors make these estimates inherently
imprecise and subject to substantial revision.  As a result, these measures are
not the Corporation's estimate of future cash flows nor do these measures serve
as an estimate of current market value.

 47

                               TEN-YEAR FINANCIAL SUMMARY(a/b)

                     Union Pacific Corporation and Subsidiary Companies

       Millions of Dollars, Except Per Share Amounts, Ratios and Employee Statistics

                                1994        1993(c)       1992     1991(d)       1990            
                                ----        -------       ----     -------       ----  

Operating Revenues           $  7,798        7,325        7,032      6,778        6,735
Operating Income (Loss)         1,595        1,494        1,397        480        1,309
Income (Loss) from
   Continuing Operations          958          714          728         84          614
Net Income (Loss)                 546          530          728         64          618
Per Share:
   Continuing Operations         4.66         3.47         3.57       0.41         3.06
   Net Income (Loss)             2.66         2.58         3.57       0.31         3.08 
   Dividends                 $   1.66         1.54         1.42       1.31         1.18

At Year-End

Total Assets                 $ 15,942       14,895       14,001     13,226       13,008
Total Debt                      4,560        4,183        4,098      4,049        4,083
Common Stockholders'
   Equity                       5,131        4,885        4,639      4,163        4,277
Equity Per Common Share      $  24.92        23.81        22.75      20.52        21.63

For the Year

Capital Investments (e)      $  1,597        1,574        1,567      1,231        1,206
Cash from Operations            1,909        1,563        1,660      1,392        1,467
Total Salaries, Wages and
   Employee Benefits (f)     $  2,863        2,786        2,778      2,635        2,634
Average Number of
   Employees                   46,900       45,500       44,400     45,500       47,000
Revenues Per Employee        $166,300      161,000      158,500    148,900      143,200

Financial Ratios (%)
                            
Debt to Total
   Capital Employed              36.3         35.6         36.8       39.1         38.5
Return on Average Common
   Stockholders' Equity          10.9         11.1         16.5        1.5         15.1           

                                1989        1988          1987      1986(d)      1985
                                ----        ----          ----      -------      ----

Operating Revenues           $  6,246        5,951        5,351      4,773        5,078
Operating Income (Loss)         1,240        1,197          991       (364)         825
Income (Loss) from
   Continuing Operations          598          561          495       (270)         464
Net Income (Loss)                 595          644          583       (460)         501       
Per Share:
   Continuing Operations         2.83         2.46         2.16      (1.40)        1.94
   Net Income (Loss)             2.81         2.83         2.55      (2.28)        2.09
   Dividends                 $   1.12         1.05         1.00       0.93         0.90

At Year-End

Total Assets                 $ 12,421       12,182       10,919     10,863       10,710
Total Debt                      4,034        3,353        2,885      3,061        2,192
Common Stockholders'
   Equity                       3,911        4,482        3,761      3,408        4,356
Equity Per Common Share      $  19.50        19.85        17.90      16.23        19.84

For the Year

Capital Investments (e)      $  1,174        1,240          748        738        1,067
Cash from Operations            1,483        1,391          950      1,333        1,317
Total Salaries, Wages and
   Employee Benefits (f)     $  2,552        2,436        2,284      1,978        2,188
Average Number of
   Employees                   47,100       46,300       46,600     39,500       44,400
Revenues Per Employee        $134,800      128,500      114,900    120,900      114,300

Financial Ratios (%)
                            
Debt to Total
   Capital Employed              40.3         34.4         32.7       36.1         24.7
Return on Average Common
   Stockholders' Equity          14.2         13.4         12.9         --         10.1

(a)  1994 results include a net after-tax loss from discontinued operations of 
     $412 million from the sale of the Corporation's waste management operations
     (see Note 2 to the Financial Statements).  Excluding this loss, return on 
     average common stockholders' equity would have been 18.4%.  All information
     presented has been restated to reflect USPCI, Inc. as discontinued 
     operations.
(b)  Data include the effects of the AMAX Oil & Gas, Inc. acquisition as of 
     March 31, 1994, the Skyway Freight Systems, Inc. acquisition as of May 31, 
     1993 and the Missouri-Kansas-Texas Railroad Company acquisition as of 
     August 1, 1988. 
(c)  1993 results include a net after-tax charge of $175 million for the 
     adoption of changes in accounting methods and a one-time $62 million charge
     for the deferred tax effect of the Omnibus Budget Reconciliation Act of 
     1993 (the 1993 Tax Act) (see Notes 3 and 7 to the Financial Statements, 
     respectively).  Excluding the effects of the 1993 Tax Act, income from 
     continuing operations would have been $776 million ($3.77 per share) with a
     return average common stockholders' equity of 15.9%.  
(d)  Earnings excluding the special charges would have been $639 million in 1991
     with a return on average common stockholders' equity of 14.2% and would 
     have been $485 million in 1986 with a return on average common 
     stockholders' equity of 11.1%.
(e)  Includes exploratory expenditures and capital expenditures of 
     unconsolidated affiliated companies.
(f)  Includes capitalized salaries, wages and employee benefit costs.

 48 and 49
 
(Union Pacific Corporation System Map - See Appendix.)

 Appendix

               Union Pacific Corporation 1994 Annual Report

     Appendix:  Description of Graphic Material omitted from electronically
                filed excerpts of the 1994 Annual Report

Union Pacific Railroad - Page 7
Thousands
                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                         
Carloadings         4,158    4,304    4,458    4,619    4,991

Union Pacific Railroad - Page 8
Millions
                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                          
Revenue Ton-Miles
   Per Employee      6.10     6.58     7.21     7.66     8.21

Union Pacific Resources - Page 10
Millions of Equivalent Barrels
                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                           
Production
  Gas                 34       33       35       38       47
  Oil                 23       28       32       32       31

Union Pacific Resources - Page 13
Millions of Equivalent Barrels
                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                         
Reserves            435.4    437.3    441.5    445.4    509.0

Overnite Transportation Company - Page 17
Thousands of Tons
                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                         
Less-than-
   truckload 
   tonnage          3,869    3,652    3,994    4,277    4,557

Skyway Freight Systems - Page 18
Thousands of Tons
                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                         
Total Weight
   Shipped          97.39    115.98   183.91   225.02   265.84

Financial Review - Page 23

Union Pacific Corporation
Millions
                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                         
Operating Revenues  $6,735   $6,778   $7,032   $7,325   $7,798

Financial Review - Page 28

Union Pacific Corporation

                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------
                                         
Operating Cash Flow
   Millions         $1,467   $1,392   $1,660   $1,563   $1,909

Dividend History
   Per Share        $1.18    $1.31    $1.42    $1.54    $1.66

Financial Reveiw - Page 30

Union Pacific Corporation

                     1990     1991     1992     1993     1994
                    ------   ------   ------   ------   ------     
                                         
Capital 
   Investments       
   Millions         $1,206   $1,231   $1,567   $1,574   $1,597

Book Value 
   Per Share        $21.63   $20.52   $22.75   $23.81   $24.92

Union Pacific Corporation System Map - Pages 48 and 49.

Map Description
- - ----------------

Two-page white map of the Continental United States, Western
Provinces of Canada, and Alaska, on a gray background with a blue
and black border.

The location of significant assets and operations are indicated
on the map by operating company as follows:

A.  Union Pacific Corporation 

     1.  Corporate Headquarters in Bethlehem, Pennsylvania.

B.  Union Pacific Railroad 

     1.  Headquarters in Omaha, Nebraska

     2.  Single, Double and Triple Track located in the states of
          Nebraska, Iowa, Illinois, Missouri, Kansas, Oklahoma,
          Arkansas, Tennessee, Louisiana, Texas, Colorado,
          Wyoming, Utah, Idaho, Montana, Nevada, California, Oregon 
          and Washington.

     3.  Classification Yards located in the states of Nebraska,
          Illinois, Missouri, Arkansas, Louisiana, Texas, Idaho,
          California and Oregon.

     4.  Major Intermodal Trailer/Container Terminals located in
          the states of Nebraska, Illinois, Missouri, Arkansas,
          Tennessee, Louisiana, Texas, Colorado, Utah, California
          and Washington.

C.  Union Pacific Resources 

     1.  Headquarters in Fort Worth, Texas.

     2.  Major Petroleum Producing Areas in Texas, Arkansas,
          Kansas, Colorado, Wyoming, Utah, Alberta, and the
          Gulf of Mexico.

     3.  Exploration and Development Activities in British 
         Columbia, Louisiana, Texas, Colorado, Wyoming, Utah, 
         Indiana and the Gulf of Mexico.

     4.  Gas Processing Plants in Texas, Utah, Wyoming, Colorado, 
         and Alberta.

     5.  Coal Operations in Wyoming.

     6.  Trona Activities in Wyoming.

     7.  Construction Materials Activities in Missouri and Utah.

     8.  Pipelines - Overland Trail Pipeline in Wyoming and the
          Wahsatch Gathering System in Utah, Idaho and Wyoming.

D.  Overnite Transportation

     1.  Headquarters in Richmond, Virginia.

     2.  Key Terminals spread throughout the eastern half of the
          Continental United States; and in the western states of
          Washington, Oregon, California, Nevada, Utah, Arizona
          and Colorado; and in the Canadian cities of Toronto and 
          Montreal.

E.  Skyway Freight Systems

     1.  Headquarters in Watsonville, California.

     2.  Key Terminals in the states of Washington, California,
          Arizona, Colorado, Texas, Iowa, Illinois, Indiana, Ohio,
          Florida, Georgia, North Carolina, New Jersey and 
          Massachusetts.

F.  Union Pacific Technologies

     1.  Headquarters in St. Louis, Missouri.

                                                     EXHIBIT 21

                         SIGNIFICANT SUBSIDIARIES
                       OF UNION PACIFIC CORPORATION
                       ----------------------------

                                                     State of
   Name of Corporation                             Incorporation
   -------------------                             -------------

Overnite Transportation Company .............        Virginia
Union Pacific Holdings, Inc. ................        Utah
Union Pacific Railroad Company ..............        Utah
Missouri Pacific Corporation ................        Delaware
Missouri Pacific Railroad Company ...........        Delaware
Resources Holdings, Inc. ....................        Delaware
Union Pacific Finance Company ...............        Delaware
Union Pacific Resources Company .............        Delaware
Union Pacific Technologies, Inc. ............        Delaware
Skyway Freight Systems, Inc. ................        California

                                                             Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Post-Effective Amendment No. 1 
to Registration Statement No. 2-79663, Post-Effective Amendment No. 1 to 
Registration Statement No. 33-12513, Registration Statement No. 33-18877, 
Registration Statement No. 33-22106, Registration Statement No. 33-22607, 
Registration Statement No. 33-44236,  Registration Statement No. 33-53968, 
Registration Statement No. 33-49785, Registration Statement No. 33-49849,
Registration Statement No. 33-51071, Registration Statement No. 33-51735, 
Registration Statement No. 33-52277, and Registration No. 33-54811 on Forms S-8 
and Registration Statement No. 33-52645 on Form S-3 of our report dated January 
19, 1995, incorporated by reference in this Annual Report on Form 10-K of Union 
Pacific Corporation for the year ended December 31, 1994.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York

March 8, 1995

 1     
                                                                  EXHIBIT 24

                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and all
     amendments thereto, and to file the same, with all exhibits thereto, with 
     the Securities and Exchange Commission.

                                     /s/Robert P. Bauman
                                     ----------------------
                                          ROBERT P. BAUMAN

 2
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and all 
     amendments thereto, and to file the same, with all exhibits thereto, with 
     the Securities and Exchange Commission.

                                    /s/Richard B. Cheney
                                    -----------------------
                                         RICHARD B. CHENEY

 3
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/E. Virgil Conway
                                     ----------------------
                                          E. VIRGIL CONWAY
 4
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Richard K. Davidson
                                     -------------------------
                                          RICHARD K. DAVIDSON

 5
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Spencer F. Eccles
                                     -----------------------
                                          SPENCER F. ECCLES

 6
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Elbridge T. Gerry, Jr.   
                                     ----------------------------
                                          ELBRIDGE T. GERRY, JR.

 7
                         UNION PACIFIC CORPORATION     
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis,
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/William H. Gray, III
                                     --------------------------
                                          WILLIAM H. GRAY, III

 8
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak her true and lawful 
     attorney-in-fact and agent, to sign on her behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Judith Richards Hope
                                     --------------------------
                                          JUDITH RICHARDS HOPE

 9
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Lawrence M. Jones
                                     -----------------------
                                          LAWRENCE M. JONES

 10
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto,
     with the Securities and Exchange Commission.

                                     /s/Richard J. Mahoney
                                     ------------------------
                                          RICHARD J. MAHONEY

 11
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak her true and lawful 
     attorney-in-fact and agent, to sign on her behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Claudine B. Malone
                                     ------------------------
                                          CLAUDINE B. MALONE

 12
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto,
     with the Securities and Exchange Commission.

                                     /s/Jack L. Messman
                                     ---------------------
                                          JACK L. MESSMAN

 13
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/John R. Meyer
                                     -------------------
                                          JOHN R. MEYER

 14
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Thomas A. Reynolds, Jr.
                                     -----------------------------
                                           THOMAS A. REYNOLDS, JR.

 15
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/James D. Robinson, III 
                                     ----------------------------
                                          JAMES D. ROBINSON, III

 16
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Robert W. Roth
                                     --------------------
                                          ROBERT W. ROTH

 17
                         UNION PACIFIC CORPORATION
     
                             POWER OF ATTORNEY

          The undersigned, a director of Union Pacific Corporation, a Utah 
     corporation (the "Company"), hereby appoints each of Drew Lewis, 
     L. White Matthews, III and Judy L. Swantak his true and lawful 
     attorney-in-fact and agent, to sign on his behalf the Company's Annual
     Report on Form 10-K for the year ended December 31, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

                                     /s/Richard D. Simmons
                                     ------------------------
                                          RICHARD D. SIMMONS

 5

               UNION PACIFIC CORPORATION
          FINANCIAL DATA SCHEDULE - EXHIBIT 27
        ($ in millions except per share amounts)

Schedule contains summary financial information extracted
from the Statements of Consolidated Income and Consolidated 
Financial Position and is qualified in its entirety by 
reference to such financial statements.

                                1,000,000

                                 12-MOS
                          DEC-31-1994
                               DEC-31-1994
                                             121
                                         0
                                      939
                                         0
                                        315
                                 1,822
                                          18,885
                                   6,614
                                  15,942
                            2,505
                                          4,090
                                           580
                                0
                                          0
                                       4,551
                    15,942
                                              0
                                 7,798
                                                0
                                    6,203
                                    99
                                     0
                                 336
                                  1,419
                                       461
                                958
                                    (412)
                                      0
                                            0
                                       546
                                     2.66
                                        0