SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

 
                            FORM 8-K
 
        Current Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934

 
 Date of Report (Date of earliest event reported):         March 18, 1998

                    Union Pacific Corporation                   
     (Exact Name of Registrant as Specified in its Charter)

               Utah                  1-6075             13-2626465
    (State or Other Jurisdiction  (Commission         (I.R.S. Employer
            of Incorporation)       File Number)     Identification No.)

    1717 Main Street, Suite 5900, Dallas, Texas           75201 
     (Address of Principal Executive Offices)                 (Zip Code)

 Registrant's telephone number, including area code:  (214) 743-5600

                               N/A                              
   Former Name or Former Address, if Changed Since Last Report

Item 5.  Other Events.    
 
    Attached as an Exhibit is the Press Release issued by Union Pacific
 Corporation (the "Company") on March 18, 1998, which is incorporated herein by
 reference.
 
Item 7. Financial Statements and Exhibits.
 
      (c)     Exhibits.
 
           99   Press Release dated March 18, 1998 regarding the
                 Company's plan to privately place $1 billion of preferred
                 securities of a statutory business trust sponsored by the
                 Company, convertible into Common Stock of the Company, to
                 provide the Company financial flexibility in funding its
                 1998 capital improvement programs and restoring quality
                 service to its customers.

 
                           SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, Union
 Pacific Corporation has duly caused this Report to be signed on its behalf by
 the undersigned hereunto duly authorized.
 
 Dated: March 19, 1998

                             UNION PACIFIC CORPORATION

                             By: /s/ Joseph E. O'Connor, Jr.    
                                 ---------------------------
                                  Joseph E. O'Connor, Jr.
                                  Vice President and Controller

 
                                EXHIBIT INDEX
 
    Exhibit   Description
 
    99        Press Release dated March 18, 1998 regarding the Company's plan
               to privately place $1 billion of preferred securities of a
               statutory business trust sponsored by the Company, convertible
               into Common Stock of the Company, to provide the Company
               financial flexibility in funding its 1998 capital improvement
               programs and restoring quality service to its customers.

 

 

                                                                  EXHIBIT 99

            UNION PACIFIC ANNOUNCES CONVERTIBLE PREFERRED SECURITIES
 
Dallas, TX, March 18 -- Union Pacific Corporation (NYSE: UNP) announced today 
that it plans to privately place $1 billion of preferred securities of a
statutory business trust sponsored by the Corporation, convertible into Common
Stock of the Corporation, to provide the Company  financial flexibility in
funding its 1998 capital improvement programs and restoring quality service to
its customers.
 
    The Convertible Preferred Securities to be offered by the Corporation
will not be registered under the Securities Act of 1933 as amended, and may not
be offered or sold in the United States absent registration with the Securities
and Exchange Commission or the availability of an applicable exemption from
such registration requirements. 
 
    The Corporation operates in the areas of rail transportation (Union
Pacific Railroad) and trucking (Overnite Transportation Company).