COVER
                                 FORM 10-Q

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549-1004

(Mark One)

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1995

                                   OR

[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934

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 of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

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

                                   18018
                                (Zip Code)

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

       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        
     ----          ----

       As of July 31, 1995, there were 205,358,990 shares of the Registrant's
Common Stock outstanding.

                         UNION PACIFIC CORPORATION
                                   INDEX

                      PART I.  FINANCIAL INFORMATION
                                                                   Page Number
                                                                  ------------
Item 1:    Condensed Consolidated Financial Statements:
             
           CONDENSED STATEMENT OF CONSOLIDATED INCOME - For the
             Three Months and Six Months Ended June 30, 1995 and
             1994..................................................       1

           CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION -
             At June 30, 1995 and December 31, 1994................     2 - 3   

           CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS - For
             the Six Months Ended June 30, 1995 and 1994...........       4

           CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS -
             For the Six Months Ended June 30, 1995 and 1994.......       4

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS....     5 - 8

Item 2:    Management's Discussion and Analysis of Financial
             Condition and Results of Operations...................     9 - 16

                        PART II.  OTHER INFORMATION

Item 1:    Legal Proceedings.......................................      17

Item 6:    Exhibits and Reports on Form 8-K........................    17 - 18

Signature........................................................        19

 1

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

               UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                   CONDENSED STATEMENT OF CONSOLIDATED INCOME

        For the Three Months and Six Months Ended June 30, 1995 and 1994
           (Amounts in Millions, Except Ratio and Per Share Amounts)
                                  (Unaudited)

                                               Three Months Ended   Six Months Ended 
                                                    June 30,            June 30,     
                                                 1995     1994       1995     1994   
                                               -------  -------    -------  -------
                                                                
Operating Revenues..........................   $ 1,874  $ 1,656    $ 3,538  $ 3,214 
                                               -------  -------    -------  -------
Operating Expenses:

   Salaries, wages and employee benefits....       730      622      1,386    1,229 
   Depreciation, amortization
     and retirements (Note 4)...............       159      134        297      266 
   Equipment and other rents................       178      163        341      313 
   Fuel and utilities (Note 6)..............       144      119        270      238 
   Materials and supplies...................        96       94        185      183 
   Other costs..............................       230      189        443      382 
                                               -------  -------    -------  -------
      Total.................................     1,537    1,321      2,922    2,611 
                                               -------  -------    -------  -------     
Operating Income............................       337      335        616      603 
 
Other Income - Net..........................        22       20         70       55 

Interest Expense (Note 6)...................      (111)     (84)      (201)    (169)

Corporate Expenses..........................       (24)     (21)       (54)     (33)
                                               -------  -------    -------  -------
Income Before Income Taxes..................       224      250        431      456 

Income Taxes................................       (74)     (95)      (151)    (171)
                                               -------  -------    -------  -------
Income from Continuing Operations...........       150      155        280      285 

Income from Discontinued Operations
 (Notes 3, 5 and 6).........................        74       65        135      218 
                                               -------  -------    -------  -------
Net Income..................................   $   224  $   220    $   415  $   503 
                                               =======  =======    =======  ======= 

Earnings Per Share:

   Income from Continuing Operations........   $  0.73  $  0.75    $  1.36  $  1.39 

   Income from Discontinued Operations......      0.36     0.32       0.66     1.06 
                                               -------  -------    -------  -------
   Net Income...............................   $  1.09  $  1.07    $  2.02  $  2.45 
                                               =======  =======    =======  ======= 

Weighted Average Number of Shares...........     205.6    205.6      205.6    205.7 
Cash Dividends Per Share....................   $  0.43  $  0.40    $  0.86  $  0.80 
Ratio of Earnings to Fixed Charges (Note 7).                           2.9      3.4 

 2

               UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

             CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
                             (Millions of Dollars)
                                  (Unaudited)

                                                        June 30,      December 31, 
ASSETS                                                    1995            1994     
                                                       ---------      ------------
                                                                
Current Assets:

     Cash and temporary investments...............     $      51      $     115 
     Accounts receivable .........................           495            396 
     Inventories..................................           299            257 
     Income taxes receivable......................           187            241 
     Notes receivable (Note 3)....................             3            228 
     Other current assets.........................           121            112 
                                                       ---------      ---------
          Total Current Assets....................         1,156          1,349 
                                                       ---------      ---------
Investments:

     Investments in and advances to affiliated
        companies (Note 2)........................           275            487 
     Other investments............................           154            170 
                                                       ---------      ---------
          Total Investments.......................           429            657 
                                                       ---------      ---------
Properties:

     Railroad:

       Road and other.............................        11,993          8,428 
       Equipment..................................         4,766          4,658 
                                                       ---------      ---------
          Total Railroad..........................        16,759         13,086 
                                                       ---------      ---------
     Trucking.....................................           736            704 
     Other........................................           120            130 
                                                       ---------      ---------
          Total Properties........................        17,615         13,920 
  
     Accumulated depreciation, depletion and
       amortization...............................        (4,441)        (4,250)
                                                       ---------      ---------
          Properties - Net........................        13,174          9,670 
                                                       ---------      ---------
Cost in Excess of Net Assets of Acquired
  Businesses - Net (Note 4).......................           736            870 

Net Assets of Discontinued Operations (Note 3)....         1,862          1,789 

Other Assets......................................           213            208 
                                                       ---------      ---------
          Total Assets............................     $  17,570      $  14,543 
                                                       =========      ========= 

 3

               UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

             CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
           (Amounts in Millions, Except Share and Per Share Amounts)
                                  (Unaudited)

                                                        June 30,      December 31, 
LIABILITIES AND STOCKHOLDERS' EQUITY                      1995            1994     
                                                       ---------      ------------
                                                                
Current Liabilities:

     Accounts payable................................  $     130      $     132 
     Accrued wages and vacation......................        287            217 
     Income and other taxes..........................        196            134 
     Dividends and interest..........................        188            191 
     Acquisition reserves (Note 2)...................        168             -- 
     Accrued casualty costs..........................        187            163 
     Debt due within one year........................         68            427 
     Other current liabilities.......................        808            736 
                                                       ---------      ---------
     Total Current Liabilities.....................        2,032          2,000 
                                                       ---------      ---------
Debt Due After One Year (Note 2)...................        6,173          4,052 

Deferred Income Taxes (Note 4).....................        2,721          2,398 

Retiree Benefits Obligation .......................          579            529 

Other Liabilities (Note 8).........................          715            433 

Stockholders' Equity:

     Common stock, $2.50 par value, authorized
       500,000,000 shares, 231,870,139 shares issued
       in 1995, 231,837,976 shares issued in 1994....        580            580 
     Paid-in surplus.................................      1,443          1,428 
     Retained earnings...............................      4,972          4,734 
     Treasury stock, at cost, 26,579,918 shares in
       1995, 25,900,775 shares in 1994...............     (1,645)        (1,611)
                                                       ---------      ---------
        Total Stockholders' Equity...................      5,350          5,131 
                                                       ---------      ---------
        Total Liabilities and Stockholders' Equity...  $  17,570      $  14,543 
                                                       =========      =========

 4

                UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                 CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
                For the Six Months Ended June 30, 1995 and 1994
                             (Millions of Dollars)
                                  (Unaudited)

                                                           1995          1994  
                                                         -------       -------
                                                                 
Cash flows from operating activities:

   Net Income.........................................   $   415       $   503 

   Non-cash charges to income:
      Depreciation, depletion and amortization........       297           266 
      Deferred income taxes...........................         8            66 
      Other - Net.....................................       (75)          (38)

   Changes in current assets and liabilities..........       161           (47)
   Income from discontinued operations (Note 3).......      (135)         (218)
                                                         -------       -------
      Cash from continuing operations.................       671           532 
                                                         -------       -------
Cash flows from investing activities:

   Capital investments................................      (377)         (400)
   CNW acquisition (Note 2)...........................    (1,170)           -- 
   Cash provided (used) by discontinued operations
    (Note 3)..........................................       287          (438)
   Other - Net........................................       110            (5)
                                                         -------       ------- 
      Cash used in investing activities...............    (1,150)         (843)
                                                         -------       -------
Cash flows from equity and financing activities:

   Dividends paid.....................................      (176)         (164)
   Debt repaid .......................................    (1,363)         (193)
   Purchase of treasury stock.........................       (32)           (1)
   Financings (Note 2)................................     1,986           675 
                                                         -------       -------
      Cash generated in equity and financing
      activities.....................................        415           317 
                                                         -------       -------
      Net change in cash and temporary investments....   $   (64)      $     6 
                                                         =======       ======= 

             CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS
                For the Six Months Ended June 30, 1995 and 1994
                (Amounts in Millions, Except Per Share Amounts)
                                  (Unaudited)

                                                           1995          1994  
                                                         -------       -------
                                                                 
Balance at Beginning of Year.........................    $ 4,734       $ 4,529 

Net Income...........................................        415           503 
                                                         -------       -------
      Total...........................................     5,149         5,032 

Dividends Declared ($0.86 per share in 1995;
                    $0.80 per share in 1994).........       (177)         (164)
                                                         -------       -------

     Balance at End of Period........................    $ 4,972       $ 4,868 
                                                         =======       ======= 

 5

            UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

1.    Responsibilities for Financial Statements - The condensed consolidated
      financial statements are unaudited and reflect all adjustments (consisting
      only of normal and recurring adjustments) that are, in the opinion of
      management, necessary for a fair presentation of the financial position 
      and operating results for the interim periods.  The Condensed Statement of
      Consolidated Financial Position at December 31, 1994 is derived from 
      audited financial statements.  The condensed consolidated financial 
      statements should be read in conjunction with the consolidated financial 
      statements and notes thereto contained in the Union Pacific Corporation 
      (the "Corporation" or "UPC") Annual Report to Stockholders incorporated by
      reference in the Corporation's Annual Report on Form 10-K for the year 
      ended December 31, 1994.  The results of operations for the six months 
      ended June 30, 1995 are not necessarily indicative of the results for the 
      entire year ending December 31, 1995.

2.    Acquisition of Chicago and North Western Transportation Company ("CNW") -
      On March 16, 1995, the Corporation executed a definitive merger agreement
      to acquire the remaining 71.6% of CNW's outstanding common stock not 
      previously owned by UPC for $1.2 billion. Under this agreement, UPC 
      initiated a cash tender offer (through its indirectly wholly-owned 
      subsidiary, UP Rail, Inc.) on March 23, 1995 for all outstanding CNW 
      shares at $35 per share which was completed on April 25, 1995.  A total of
      31,529,846 shares were tendered pursuant to the offer and accepted by UPC 
      for payment, bringing UPC's ownership of CNW to approximately 99.5%.  All 
      remaining CNW shares were acquired in a second step merger at the $35 per 
      share price. CNW (formerly the nation's eighth largest railroad) is 
      located in the central transcontinental corridor, consists of more than 
      5,300 road miles, employs more than 6,100 people and is a major 
      transporter of coal, grain and intermodal freight.  For the year ended 
      December 31, 1994, CNW had operating revenues of $1.13 billion, net income
      of $84 million and assets of $2.22 billion.  UPC funded the CNW tender 
      offer through the issuance of commercial paper, a portion of which
      UPC subsequently refinanced with $850 million of notes and debentures.

      The acquisition of CNW has been accounted for as a purchase and CNW's
      financial results have been consolidated into UPC effective May 1, 1995. 
      The allocation of the purchase price to the fair market value of CNW 
      assets acquired and liabilities assumed is not yet complete.  An appraisal
      of the CNW properties acquired is underway, and upon the completion of the
      appraisal, any excess of the purchase price over the fair market value of
      CNW net assets will be classified as goodwill and amortized over 40 years.
      The unallocated portion of the purchase price at June 30, 1995 has been 
      included in the value of Railroad properties on the  Condensed Statement 
      of Consolidated Financial Position.

      As part of the purchase price allocation, UPC recorded $190 million of
      pre-tax reserves, principally relating to the elimination or relocation 
      of redundant CNW employees created by the acquisition of CNW.  The 
      reserves include $110 million for costs to terminate approximately 
      1,100 union employees, management employees and executives; $34 million
      for the relocation of approximately 1,000 union and management 
      employees; and $22 million for labor protection relating to legislated 
      as 

 6

      well as contractual obligations to union employees. Management employee 
      terminations and relocations are expected to be completed by year-end 
      1995. Union work force reductions must be negotiated under existing labor 
      agreements and are anticipated to be completed in 1996. In addition, $24 
      million is included in the reserves for the settlement or buyout of lease 
      obligations of CNW relating to facilities or equipment not required by 
      the combined company.

      The amounts assigned to the components of the reserves reflect 
      management's current estimates, and are subject to the finalization of the
      consolidation plans. The reserves may be adjusted to reflect any revisions
      to the number of employees affected as well as to the actual amounts paid 
      and expected to be paid, which are subject to labor negotiations as well 
      as management employees' current salaries and years of service.

      Through June 30, 1995, $22 million had been paid and charged to the
      reserves, principally comprising costs to terminate approximately 150
      employees, including certain former executives of CNW.

3.    Discontinued Operations

      Union Pacific Resources Group Inc. ("UPRG") - On July 27, 1995, the 
      Corporation's Board of Directors approved a formal plan to exit its 
      natural resources business.  The plan includes an initial public offering 
      ("IPO") by UPRG (formerly Union Pacific Minerals, Inc.) of up to 17.25 
      percent of its outstanding common stock.  On or prior to the IPO, UPRG 
      will receive, through the transfer of various assets and the stock of 
      certain affiliates, all of the Corporation's natural resources business 
      historically managed by Union Pacific Resources Company ("Resources").  
      Following the IPO, subject to the receipt of a favorable ruling from the 
      Internal Revenue Service expected in 1996 and the satisfaction of certain 
      other conditions, UPC intends to distribute the remaining common stock of 
      UPRG on a tax-fee basis pro rata to the Corporation's shareholders. The 
      record date for such distribution cannot occur prior to the earlier of the
      consummation of the merger of Southern Pacific Rail Corporation into a 
      wholly-owned subsidiary of the Corporation and the termination of the 
      related merger agreement. See "Management's Discussion and Analysis of 
      Financial Condition and Results of Operations -- Other Developments". A 
      registration statement on Form S-1 was filed by UPRG with respect to the 
      IPO on August 4, 1995.  Resources' results have been reported as 
      discontinued operation in the Corporation's condensed financial statements
      for all periods presented since the Corporation expects the Southern
      Pacific Rail Corporation merger and subsequent spin off of Resources to
      occur within one year of the date the spin off was formally approved.

      Operating revenues for Resources were $336 million for the second quarter 
      and $650 million for the first six months of 1995, and $1.31 billion and 
      $1.32 billion for the years 1994 and 1993, respectively.  Resources  
      capital expenditures were $172 million for the second quarter and $367 
      million for the first half of 1995, $613 million for the year 1994 and 
      $507 million for the year 1993.  Resources' net income for the quarters 
      ended June 30, 1995 and 1994 was $74 million and $72 million, 
      respectively, while net income for the six months ended June 30, 1995 
      and 1994 was $135 million and $228 million, respectively.  

      Sale of USPCI, Inc. ("USPCI") - At year-end 1994, the Corporation 
      completed the sale of USPCI to Laidlaw Inc. for $225 million in notes 
      which were subsequently collected in January 1995.  The sale resulted in a
      net loss of $412 million in 1994, including an $8 million net loss from 
      USPCI operations during the year.  Prior year's results have been restated
      to present USPCI as a discontinued operation.

 7

4.    Tax Settlement - In January 1995, UPC recorded the effects of a tax
      settlement with the Internal Revenue Service that allowed part of the 
      excess acquisition costs (goodwill) associated with the acquisition of 
      Overnite Transportation Company ("Overnite") to become tax deductible.  
      This one-time tax benefit reduced goodwill and deferred income taxes 
      payable by $123 million and decreased ongoing goodwill amortization by $4 
      million annually.

5.    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 included in income from
      discontinued operations, and $25 million ($16 million after-tax) at Union 
      Pacific Railroad Company.

6.    Price Risk Management - 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 generally based on standard forms.  
      UPC does not hold or issue financial instruments for trading purposes.  
      The Corporation addresses market risk by selecting instruments with value 
      fluctuations that 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 $36 million at June 30, 1995.

      Hydrocarbons: At June 30, 1995, Resources had entered into futures 
      contracts and price swaps for the last six months of 1995 with respect to 
      average natural gas and crude oil sales volumes of 426 mmcf/day at 
      $1.85/mcf (approximately 45% of its remaining 1995 natural gas production)
      and 50 mbbl/day at $18.00/bbl (approximately 89% of its remaining 1995 
      crude oil production), respectively.  Resources also hedges sales prices 
      for natural gas liquids, using a combination of crude oil and natural gas 
      futures and swaps. At June 30, 1995, Resources had entered into such 
      contracts for the last six months of 1995 to hedge 14 mbbl/day at 
      $12.83/bbl, approximately 32% of its remaining 1995 natural gas liquids 
      production.  At certain natural gas processing facilities, Resources 
      purchases natural gas and sells the natural gas liquids that are 
      recovered.  In these facilities, the spread between the cost of natural 
      gas and the sales price of the natural gas liquids is hedged by using the 
      combination of futures described above to eliminate price risk on the 
      natural gas liquids, and natural gas contracts to minimize gas purchase 
      price risk. At June 30, 1995, Resources had entered into contracts for the
      last six months of 1995 to lock in an average price spread of $1.61/bbl on
      11 mbbl/day of natural gas liquids.  Resources had also entered into long-
      term fixed price sales agreements for 85 bcf of natural gas at an average 
      price of $2.95/mcf covering the period June 30, 1995 through December 31, 
      2008, comprising less than 3% 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 of natural
      gas, which generally mature over the next five years.  At June 30, 1995,
      positions consisted of forwards sales of 88.5 bcf (mark-to-market gain of
      $38.4 million), futures contracts for 20.2 bcf (mark-to-market gain of
      $0.5 million) and price swaps for 104.8 bcf (mark-to-market loss of $17.6 
      million).  The net mark-to-market gain locked in on these agreements 
      at June 30, 1995 was $21.3 million.  
      
      At June 30, 1995, the "Railroad" (the combined railroad system 
      of Union Pacific Railroad Company, Missouri Pacific Railroad Company and
      CNW) had hedged approximately 6% of its remaining 1995 diesel fuel 
      consumption at an average price of $0.485 per gallon, while 

 8

      Overnite had no fuel purchase hedging agreements in place. At the end of 
      the second quarter, Resources  had an unrecognized mark-to-market gain of 
      $67 million and the Railroad had an unrecognized mark-to-market loss of 
      $300,000 related to hedging arrangements.

      Interest Rates and Foreign Currency: UPC has outstanding interest rate 
      swaps on $225 million of notional principal amount of debt.  The interest
      rates paid on these instruments range from 5.6% to 9.6%, while interest
      received ranges from 4.3% to 6.6% with spreads no greater than 3.3%.  
      These contracts mature over the next one to nine years.  There are 
      unrecognized mark-to-market losses of $9 million associated with these
      swaps.  In addition, the Corporation has currency swaps in place to 
      cover $58 million of notional principal amount of debt denominated in 
      yen.  This debt, which was entered into because of favorable interest
      rates being offered by certain financial institutions, matures over 
      the next one to five years.  At the end of the second quarter of 1995,
      the Corporation had mark-to-market gains of $34 million associated
      with these swaps. 

7.    Ratio of Earnings to Fixed Charges - The ratio of earnings to fixed 
      charges has been computed on a total enterprise basis.  Earnings represent
      income from continuing operations less equity in undistributed earnings of
      unconsolidated affiliates, plus income taxes and fixed charges.  Fixed
      charges represent interest, amortization of debt discount and expense, and
      the estimated interest portion of rental charges.

8.    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.  In addition, the Corporation has 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 condition or its
      results of operations.  

      Management does not anticipate that the ultimate resolution of the matters
      described in Part I, Item 3. Legal Proceedings of the Corporation's 1994
      Annual Report on Form 10-K and in Part II, Item 1. Legal Proceedings in 
      this Report will have a material adverse effect on the Corporation's 
      consolidated financial condition or operating results.

9.    Accounting Pronouncements - The Financial Accounting Standards Board 
      has issued Statement No. 121 "Accounting for the Impairment of Long-
      Lived Assets and for Long-Lived Assets to Be Disposed Of", which 
      establishes methods for determining when an impairment of long-lived
      assets has occurred and for measuring the impairment of long-lived 
      assets.  Although the Corporation is still evaluating the Statement, 
      UPC does not expect that the adoption of the Statement will have 
      a material adverse effect on the Corporation's operating results or 
      financial condition.

 9

Item 2.    Management's Discussion and Analysis of Financial Condition and 
           Results of Operations

            UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                           RESULTS OF OPERATIONS

           Quarter ended June 30, 1995 Compared to June 30, 1994

CONSOLIDATED RESULTS - Union Pacific Corporation (the "Corporation" or "UPC")
earned $224 million ($1.09 per share) in the second quarter of 1995 compared to
$220 million ($1.07 per share) for the same period of 1994.  

In the second quarter of 1995, the Corporation completed the acquisition of the
Chicago and North Western Transportation Company ("CNW") announced earlier in 
the year (see Note 2 to the condensed consolidated financial statements).  CNW
results were consolidated into those of the Corporation effective May 1, 1995. 
During its first two months of operation as part of UPC, CNW provided a slight
increase in the Corporation's earnings, net of costs associated with both the
acquisition and the efforts to expeditiously consolidate the operations and
administration of the combined railroad system.  Except as the context otherwise
requires, the term "UPRR" means the preacquisition Union Pacific Railroad 
Company and Missouri Pacific Railroad Company system while the "Railroad" 
means the combined railroad system of UPRR and CNW.  

In addition, in July 1995, the Corporation's Board of Directors announced a
formal plan to exit its natural resources business, the first step of which is 
an initial public offering ("IPO") of newly issued shares constituting up to 
17.25 percent of the common stock of Union Pacific Resources Group Inc. ("UPRG")
(formerly Union Pacific Minerals, Inc.). On or prior to the IPO, UPRG will 
receive, through the transfer of various assets and the stock of certain 
affiliates, all of the Corporation's natural resources business historically
managed by Union Pacific Resources Company ("Resources").  Following the IPO, 
subject to the receipt of a favorable ruling from the Internal Revenue Service,
UPC intends to distribute the remaining UPRG common stock on a tax-free basis 
pro rata to the Corporation's shareholders. The Corporation has also agreed, as 
part of the acquisition of Southern Pacific Rail Corporation ("Southern 
Pacific") discussed later in this section, that in order to enable Southern 
Pacific shareholders to participate in the distribution of the shares of UPRG, 
that the record date for such distribution shall not occur until the earlier of 
(1) consummation of the merger of Southern Pacific into a wholly-owned 
subsidiary of the Corporation and or (2) the termination of the related merger 
agreement between the Corporation and Southern Pacific. As a result, Resources' 
financial results have been reclassified as a discontinued operation in the 
Corporation's condensed consolidated financial statements.

RESULTS OF CONTINUING OPERATIONS - The Corporation reported income from
continuing operations of $150 million ($0.73 per share) in the second quarter of
1995, down from $155 million ($0.75 per share) last year.  Earnings for 1995
benefitted from a $13 million after-tax settlement of a Railroad Retirement Tax
claim.  Quarterly net income improved at the Railroad, but declined at Overnite
Transportation Company ("Overnite").  

 10

Operating revenues grew 13% to $1.87 billion, as the consolidation of two months
of CNW results and improved average revenue per car for the Railroad were partly
offset by volume and average price declines at Overnite.  Operating expenses
rose 16% to $1.54 billion for the quarter.  CNW results, inflation and the costs
to consolidate CNW activities into the Railroad contributed to higher salaries,
wages and employee benefits ($108 million), fuel costs ($25 million), and
equipment and other rental expense ($15 million).  Depreciation expense rose $25
million from the CNW fixed assets acquired as well as from the Corporation's
continuing capital investment programs.  In addition, contracted maintenance and
transportation costs increased $20 million primarily as a result of the 
consolidation of CNW results, the cost of real estate sold rose $16 million 
reflecting higher sales activity, and personal injury costs were up $6 million. 

Operating income increased $2 million to $337 million for the quarter, as an
improvement at the Railroad was essentially offset by a decline at Overnite. 
Interest expense rose $27 million to $111 million, primarily reflecting higher
debt levels associated with the CNW acquisition, offset by the receipt in the
first quarter of 1995 of proceeds relating to the sale of USPCI, Inc. ("USPCI"),
the Corporation's former waste management company.  Corporate expenses increased
$3 million, primarily due to increased professional fees.

RAILROAD -  The Railroad earned $219 million in the second quarter of 1995, up
$28 million (15%) from last year, partially due to the benefit of a $13 million
after-tax settlement of a Railroad Retirement Tax claim.  The addition of CNW
provided $4 million of net income for the quarter, slightly higher than 1994
second quarter equity income recognized from the Railroad's preacquisition
investment in CNW.  Operating income improved $43 million (14%) to $349 million
for the quarter, while the operating ratio rose to 77.9 from 77.0 last year,
primarily resulting from the consolidation of two months of CNW results and 
costs to combine UPRR/CNW activities.

Revenues improved $245 million (18%) to $1.58 billion, reflecting new CNW 
freight revenues of $196 million and a 5% rise in average revenue per 
car resulting from a longer average length of haul and favorable 
traffic mix shifts resulting from both the addition of CNW and within UPRR 
operations.  

CNW provided an estimated 137,000 additional carloadings for the quarter (net of
the elimination of carloadings interchanged between UPRR and CNW),
driving an 11% overall carloading improvement. The softening economy and the 
occurrence of flooding problems in May and June of 1995 partially mitigated the 
consolidated volume gains.  Grain and metals and minerals carloadings in 
particular benefitted from the addition of the strong CNW volume base.  Grain 
carloadings led the way with a 72% improvement over last year reflecting not 
only the addition of CNW volumes, but also volume improvements over last year at
both UPRR and CNW, as crops traffic strengthened and export corn demand 
improved. Metals and minerals carloadings rose 27% as CNW volumes were partly 
offset by weakness in UPRR mineral volumes.  Autos rose 17% from the addition of
CNW volumes and higher finished vehicle and auto parts shipments at both UPRR 
and CNW. Forest products were up 16% as CNW volumes were partially offset by 
depressed lumber carloadings on both UPRR and CNW caused by soft housing 
markets.  Chemicals carloadings improved 11% as both UPRR and CNW benefitted 
from higher liquid and dry chemical shipments and stronger soda ash demand.  
Despite the elimination of interchanged traffic and the 1995 flooding problems, 
energy carloadings rose 6%, with improvements compared to 1994 on both UPRR and 
CNW, principally from increased volumes out of Wyoming's Powder River Basin.  
Food/consumer/government carloadings were up 1%, and intermodal carloadings 
dropped 5% reflecting 

 11

softening economic conditions, competition from trucking companies with excess 
capacity, and selective avoidance of low-margin business.

Operating expenses for the quarter increased $202 million (20%) to $1.23 
billion. The consolidation of two months of CNW results was the principal reason
causing increases in salaries, wages and employee benefits ($105 million), fuel 
and utilities costs ($26 million) and rent expense ($25 million).  Wages and 
benefits were also impacted by inflation and flood-related activities, and fuel
costs also reflect a 7% rise in average prices and growth in total gross 
ton-miles, partly offset by a lower consumption rate.  Rent expense also 
includes the effect of increased car hire rates.  Depreciation climbed $24 
million reflecting continuing capital investment programs and the addition of 
depreciation for CNW properties.  In addition, personal injury expense increased
$6 million, and miscellaneous contract fees rose $19 million as a result of 
higher costs associated with equipment and roadway maintenance, intermodal and 
auto terminal operations, and drayage.

TRUCKING - Overnite's operating environment was extremely difficult in the first
half of 1995.  Operating expenses increased because of wage inflation and 
reduced operating efficiency associated with shifts in freight flows from 
shorter-haul, higher-margin, intra-regional business to longer-haul traffic.  
Margins were also squeezed by aggressive competition from both less-than-
truckload ("LTL") and truckload carriers.  These unfavorable operating trends 
may continue throughout 1995, as Overnite works toward tailoring its 
organization to meet its changing business environment and attempts to regain 
lost shorter-haul business.  In addition, Overnite had several challenges from 
organized labor. Since January 1, 1995, over 50 of Overnite's 174 terminals had 
union elections, twelve of which voted for union representation.  Overnite has 
won each of the last 9 such elections, and 21 of the last 25 elections.  Despite
the Teamsters' efforts, less than 9% of Overnite's work force has voted for 
union representation.

As a result of these unfavorable trends, Overnite reported a $10 million net 
loss in the second quarter of 1995 compared to $16 million of earnings last 
year.  Results include goodwill amortization of $5 million in 1995, $1 million 
less than last year as a result of a tax settlement related to the deductibility
of intangible assets (see Note 4 to the condensed consolidated financial
statements).  Overnite recorded an operating loss of $15 million for the second
quarter of 1995 compared to operating income of $27 million last year, as the
operating ratio, excluding goodwill amortization, increased to 104.1 from 88.6
last year.

Operating revenues declined $50 million for the quarter to $242 million,
reflecting the weak economy combined with the absence of approximately $34
million of revenue arising from the 1994 Teamsters' strike against other
carriers. Volumes were down 10%, entirely from Overnite's core LTL business. 
Average prices also declined 9%, reflecting overcapacity caused by the economic
slowdown, the absence of a price spike caused by the 1994 Teamsters' strike
(which restricted overall trucking industry capacity) and aggressive competition
from both LTL and truckload carriers.

Operating expenses declined $7 million to $257 million.  Rent expense declined
$10 million as Overnite utilized more of its own equipment rather than relying
on purchased transportation; however, other cost levels suffered from the
additional expenses and operating inefficiencies associated with efforts to fend
off the labor organization efforts described above.  Salaries, wages and 
employee benefit costs were essentially unchanged as lower volumes were offset 
by wage and 

 12

benefit inflation.  Fuel expense was also flat compared to 1994 as improved fuel
economy and lower volumes were offset by a 4% increase in the average fuel price
per gallon. 

CORPORATE SERVICES AND OTHER OPERATIONS - Expenses related to Corporate Services
and Other Operations (comprising corporate expenses, third-party interest
charges, intercompany interest allocations, other income and income taxes not
related to other segments, and the results of other operating units) climbed $7
million to $59 million for the second quarter.  The increase was caused by 
higher interest costs (the result of the CNW acquisition and continuing capital
spending) and increased professional fees.  Operating income for other operating
units was $3 million for the quarter, up from $2 million a year ago.  

RESULTS OF DISCONTINUED OPERATIONS - Income from discontinued operations
increased $9 million to $74 million for the quarter.  Resources' results 
improved slightly and 1994 results included an $8 million net loss relating to 
USPCI.

Resources' second quarter 1995 earnings rose 3% from a year ago to $74 million. 
Total operating income improved $2 million to $88 million for the quarter. 
Operating revenues rose $4 million (1%) to $336 million.  Sales volumes improved
for natural gas and natural gas liquids, and average sales prices increased for
natural gas liquids and crude oil.  However, these improvements were offset by
the effects of reduced crude oil sales volumes and weak natural gas prices. 
Marketing revenues climbed $10 million as a result of higher margins and a $6
million settlement with an interstate pipeline, and pipeline revenues increased
$3 million from the Wahsatch Gathering System, which was not operational in the
second quarter of 1994.  

Total average hydrocarbon sales volumes improved 8% for the quarter, led by an
18% improvement from natural gas to 929 mmcf/day, resulting from higher
production in the Austin Chalk and the Land Grant.  Average sales volumes for
natural gas liquids rose 6% to 54,382 bbl/day from gains in the Land Grant and
West Texas, while volumes for crude oil dropped 12% to 54,412 bbl/day, 
reflecting the fourth quarter 1994 sale of the Point Arguello, California 
offshore oil field, the increased activities in the more gas-prone, deep 
portions of the Austin Chalk, and the natural decline in production for older 
and shallower producing properties.  Average sales prices for crude oil 
($16.23/bbl) and natural gas liquids ($9.54/bbl) each rose 6%, while average 
sales prices for natural gas dropped 21% to $1.47/mcf.

Operating expenses for the quarter increased $1 million to $247 million. 
Depreciation and depletion expense increased $10 million reflecting higher
production levels and new gas processing facilities.  However, dry hole costs
dropped $4 million as exploration was de-emphasized in the current low gas price
environment, production taxes decreased because of lower gas prices, and well
workover costs also declined.

Operating income from Resources' minerals operations declined $1 million to $26
million for the quarter, as improved soda ash production and sales prices were
more than offset by decreased coal production and royalties, reflecting lower
tons mined from Resources' land holdings.  

 13

         Six Months Ended June 30, 1995 Compared to June 30, 1994

CONSOLIDATED RESULTS - The Corporation's net income for the first half of 1995
was $415 million ($2.02 per share) compared to $503 million ($2.45 per share) 
for the same period of 1994.  Results for 1994 included the benefit of a 
one-time $116 million ($0.56 per share) after-tax gain resulting from the sale 
of the Wilmington field (see Note 5 to the condensed consolidated financial 
statements). 

RESULTS OF CONTINUING OPERATIONS - Income from continuing operations declined $5
million for the period to $280 million ($1.36 per share), as a $55 million 
improvement at the Railroad was more than offset by higher corporate expenses 
and a $36 million earnings decline at Overnite.  Consolidated operating revenues
increased 10% to $3.54 billion for the period. The Railroad's operating revenues
improved $338 million to $2.96 billion, reflecting the acquisition of CNW, 
increased UPRR carloadings and a higher average revenue per car.  Overnite 
operating revenues dropped $48 million to $487 million for the period, resulting
from both volume and price declines. Other operating units provided $94 million 
of revenue for the period.

Consolidated operating expenses rose $311 million (12%) to $2.92 billion.  Two 
months of CNW results, rail volume growth and inflation caused increases in 
salaries, wages and employee benefits ($157 million), equipment and other rents 
($28 million) and fuel costs ($32 million).  Insurance costs increased $10 
million reflecting the absence of a $10 million credit in 1994, and depreciation
charges were up $31 million as a result of the CNW properties acquired and the 
Corporation's continuing capital investment programs.  Other increases occurred 
in cost of real estate sold ($16 million), resulting from higher sales activity;
contracted maintenance and transportation costs ($29 million), reflecting the 
addition of CNW as well as higher costs at UPRR; and personal injury costs 
($7 million).

Consolidated operating income advanced $13 million to $616 million for the first
half of 1995. The Railroad's operating income of $630 million was $64 million 
higher than last year; however, Overnite reported an operating loss of $20 
million for the period. The Corporation's other operating units provided 
operating income of $6 million for the period.

Other income increased $15 million from higher gains on property sales and
interest associated with the second quarter Railroad Retirement Tax claim
settlement.  Interest expense rose $32 million, principally from the higher debt
levels associated with the CNW acquisition.  Corporate expenses were up $21 
million, resulting from higher professional fees (related to the CNW 
acquisition, the IPO of UPRG and the bid for Santa Fe Pacific Corporation) and 
the absence of 1994 stock appreciation rights credits.

RESULTS OF DISCONTINUED OPERATIONS - Income from discontinued operations
decreased from $218 million in 1994 to $135 million for the first half of 1995. 
Results for 1994 included Resources' $100 million share of the after-tax gain on
the sale of the Wilmington field, as well as a $10 million loss from USPCI. 
Resources' operating income rose $11 million to $174 million for the first half
of 1995, reflecting overall volume improvements partly offset by lower average
sales prices for natural gas.

 14

                CHANGES IN CONSOLIDATED FINANCIAL CONDITION

Cash from continuing operations for the first six months of 1995 was $671 
million, up $139 million from a year ago, as improvements from changes in 
working capital and higher non-cash depreciation charges were partly offset by a
reduction in deferred income tax expense.

Cash used in investing activities increased $307 million to $1.15 billion for 
the period. In 1995, the Corporation used $1.17 billion to finance the 
acquisition of CNW and received $225 million in proceeds from the sale of USPCI.
The 1994 period included the use of $725 million for Resources' acquisition of 
Amax Oil & Gas, Inc. The activity of both USPCI and Resources is now included in
cash provided (used) by discontinued operations.  Capital investments were $26 
million lower in the  first half of 1995, primarily as a result of lower 
spending at Overnite.  Higher proceeds from asset sales at the Railroad caused 
the remaining increase over 1994.  

The ratio of debt to debt plus equity increased to 53.8% at June 30, 1995
compared to 46.6% at December 31, 1994.  This increase resulted from increased
debt levels principally caused by the purchase of CNW shares and the
consolidation of its debt, partly mitigated by 1995 earnings and the proceeds
from the sale of USPCI.

                            OTHER DEVELOPMENTS

UPC ACQUISITION OF SOUTHERN PACIFIC - On August 3, 1995, UPC and Southern 
Pacific entered into a definitive merger agreement (the "Merger Agreement") 
providing for the acquisition of Southern Pacific by UPC (the "Southern Pacific 
Transaction"). Under the terms of the Merger Agreement, UPC commenced a first-
step cash tender offer for up to 25% of the outstanding shares of common stock 
of Southern Pacific (the "Shares") at a price of $25.00 per Share.  Promptly 
upon purchase of Shares pursuant to the tender offer, such Shares will be 
deposited in an independent voting trust in accordance with a voting trust 
agreement with Southwest Bank of St. Louis.  Such Shares shall remain in the 
voting trust pending a decision of the Interstate Commerce Commission 
(the "ICC") on the Southern Pacific Transaction.  Following approval of the 
Southern Pacific Transaction by the ICC and the satisfaction of certain other 
conditions, including the approval by Southern Pacific shareholders, Southern 
Pacific will be merged into a subsidiary of UPC (the "Merger").  Upon completion
of the Merger, each share of Southern Pacific stock will be converted, at the 
holder's election, subject to proration, into the right to receive $25.00 in 
cash or 0.4065 shares of common stock of UPC. As a result of the Southern 
Pacific Transaction, 60% of the Shares outstanding immediately prior to the 
Merger will be converted into shares of common stock of UPC, with the remaining 
40% of the outstanding Shares, including the Shares acquired in the tender 
offer, being acquired for cash.  An application seeking approval of the Southern
Pacific Transaction is expected to be filed with the ICC no later than December 
1, 1995.  The ICC is required by law to render a decision on such application 
within 31 months of the filing of a completed application; however, the ICC has 
announced that its policy is to act on applications of this type within six 
months of filing.

To enable Southern Pacific shareholders receiving UPC shares in the Merger to 
participate in the distribution of the shares of UPRG described above, UPC has 
agreed with Southern Pacific that the record date for such distribution shall 
not occur until the earlier of (1) consummation of the Merger or (2) termination
of the Merger Agreement.

 15

UPC estimates that the total amount of funds required to purchase Shares 
pursuant to the Tender Offer, to pay the cash portion of the consideration in 
the Merger and to pay all related costs and expenses will be approximately $1.6
billion.  UPC plans to obtain the necessary funds from available cash and 
working capital, and either through the issuance of long- or short-term debt 
securities (including, without limitation, commercial paper notes) (the "Debt
Securities") or pursuant to an existing $1.4 billion credit facility with 
various commercial banks (the "Facility").  It is anticipated that the 
indebtedness incurred in connection with the Debt Securities and/or the Facility
till be repaid from funds generated by UPC and its subsidiaries (including, 
after the Merger, if consummated, dividends paid by the surviving corporation
and its subsidiaries), through additional borrowings, through application of 
proceeds of dispositions or through a combination of two or more such sources.

Pursuant to a shareholders agreement, dated as of August 3, 1995 (the "Anschutz
Shareholders Agreement"), Mr. Philip F. Anschutz and certain of his affiliates
(collectively, the "Anschutz Shareholders"), who have advised UPC that in the
aggregate they benefically own approximately 31.8% of all outstanding Shares, 
have agreed, among other things, to vote all Shares owned by them in favor of 
the Merger and to comply with certain "standstill" agreements and restrictions 
on disposition of shares of UPC common stock to be received in the Merger.  In 
addition, pursuant to a shareholder agreement, dated as of August 3, 1995  (the 
"MSLEF Shareholder Agreement"), The Morgan Stanley Leveraged Equity Fund II, 
L.P., which has advised UPC that it beneficially owns approximately 8.5% of all 
outstanding Shares, has agreed, among other things, to vote all Shares owned by 
it in favor of the Merger.  Similarly, pursuant to a shareholders agreement, 
dated as of August 3, 1995, UPC has agreed, among other things, to vote all 
Shares acquired pursuant to the tender offer in favor of the Merger and to 
comply with certain "standstill" agreements and restrictions on the disposition 
of the Shares purchased in the tender offer.  In addition, pursuant to a 
shareholders  agreement, dated as of August 3, 1995, the Anschutz Shareholders 
have agreed, among other things, to comply with certain "standstill" agreements 
and restrictions  on disposition of shares of UPRG common stock to be received 
in the distribution of such shares to UPC shareholders.  Pursuant to the 
Anschutz Shareholders Agreement and the MSLEF Shareholder Agreement, the 
Anschutz Shareholders and MSLEF are free to tender all, a portion of or none of 
the Shares owned by them pursuant to the tender offer.

Under the terms of the Anschutz Shareholders Agreement, the Board of Directors
of UPC will take all actions necessary to elect Mr. Anschutz or other designee
reasonably acceptable to the Board as a director of UPC's Board of Directors and
to appoint Mr. Anschutz as Vice Chairman of the Board of Directors; provided 
that such director shall resign from the Board, at UPC's request, if the 
Anschutz Shareholders beneficially own less than 4% (or 3% if elected by the 
Anschutz Shareholders) of UPC's outstanding common stock. In his capacity as 
Vice Chairman, Mr. Anschutz shall have those duties and responsibilities as may 
be assigned  by UPC's Board of Directors or by the Chairman of the Board, and 
Mr. Anschutz shall receive no compensation for serving in such position.

Pursuant to two registration rights agreements, each dated as of August 3, 1995,
certain of the Anschutz Shareholders are granted, subject to the terms and
conditions therein specified, certain registration rights in respect of the
shares of UPC common stock to be received by them in the Merger and in respect
of the shares of UPRG common stock to be received by them in the distribution
thereof to UPC shareholders.  In addition, pursuant to a registration rights
agreement, dated as of August 3, 1995, UPC is granted, subject to the terms and

 16

conditions therein specified, certain registration rights in respect of the
Shares to be purchased pursuant to the tender offer.

COLUMBIA GAS TRANSMISSION COMPANY ("Columbia") SETTLEMENT - Columbia and
Resources were parties to a long-term contract for the sale by Resources to
Columbia of substantial volumes of natural gas at above 1991 market prices.  In
July 1991, Columbia filed for protection from its creditors under Chapter 11 of
the bankruptcy laws.  Shortly after the filing, Columbia rejected Resources'
contract and most of its other gas purchase contracts, leaving Resources and
nearly 2,000 other gas producers as unsecured creditors.  Since the Chapter 11 
filing, there has been extensive litigation and proceedings involving the value
of Columbia's estate and the amount of each gas producer's claim.  In April 
1995, Columbia filed a Plan of Reorganization (the  Plan ) which includes a 
claim settlement among the largest creditors, including Resources.  Under that
settlement and subject to confirmation of the Plan, Resources estimates it 
should receive at least $100 million after tax.  The Plan will not be confirmed 
until it has been voted upon by creditors.  While Resources expects the Plan 
will be confirmed in 1995 or 1996, there is no assurance the funds will be 
received during that period or ever by Resources.  No income has yet been 
recognized from this anticipated settlement.

NATIONAL LABOR RELATIONS BOARD ("NLRB") SETTLEMENT - Overnite has negotiated a
settlement with the General Counsel of the NLRB subject to approval by the
members of the Board, regarding certain unfair labor practice complaints and
charges against the company arising from labor organization efforts by the
Teamsters' Union.  According to the settlement, which ends the threat that the
NLRB will seek a Federal injunction against Overnite, scores of unfair labor
practice allegations brought by the Teamsters will be dropped.  The agreement
also provides for an order by which Overnite reaffirms its standing commitment
to comply with the National Labor Relations Act, as well as for an alternative
dispute resolution procedure to decide the validity of certain kinds of future
complaints, should they occur.  In addition, Overnite has voluntarily agreed to
retroactively grant a March 5, 1995 pay increase to employees at four terminals
that voted for union representation before a company-wide pay hike was 
announced.

ACCOUNTING PRONOUNCEMENTS - The Financial Accounting Standards Board has 
issued Statement No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", which establishes methods for
determining when an impairment of long-lived assets has occurred and for 
measuring the impairment of long-lived assets.  Although the Corporation 
is still evaluating the Statement, UPC does not expect that the adoption
of the Statement will have a material adverse effect on its operating 
results or financial condition.

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.  In addition, the Corporation has 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 condition, its
results of operations or liquidity.

 17

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

         As previously reported in the Corporation's Form 10-Q for the quarter
         ended March 31, 1995, the Corporation, UP Rail, Inc. ("UP Rail"), CNW
         and CNW's directors were named as defendants in five class action
         lawsuits in the Court of Chancery in New Castle County, Delaware
         relating to the Corporation's acquisition of CNW.  On April 13, 1995,
         counsel for CNW, the Corporation and the plaintiffs entered into a
         Memorandum of Understanding (the "Memorandum of Understanding") 
         proposing to settle all of the pending class action lawsuits relating 
         to the acquisition.  The parties to the Memorandum of Understanding 
         also prepared and submitted to the Delaware Court of Chancery for its
         approval a Stipulation of Settlement of the pending class action
         lawsuits.  A hearing on the Stipulation of Settlement was held and on
         June 26, 1995 the Stipulation of Settlement was approved by the Court
         with certain revisions, thereby settling this litigation.

         In July 1995, the Butte County (Oroville, California) District Attorney
         advised that a civil penalty action would be filed against Union
         Pacific Railroad Company for violations resulting from a derailment and
         spill of diesel fuel into the Feather River in Peo, California on April
         14, 1995.  The potential penalty could exceed $100,000.  In late July
         the California Regional Water Quality Control Board also filed a
         separate penalty action seeking $40,000 for the same incident. 

Item 6.  Exhibits and Reports on Form 8-K

      (a)  Exhibits
           --------

           2(a) -   Agreement and Plan of Merger, dated as of August 3, 1995, 
                    among the Corporation, Union Pacific Railroad Company, UP 
                    Acquisition Corporation (the "Purchaser") and Southern 
                    Pacific, is incorporated by reference to Exhibit (c)(1) to 
                    the Corporation's Tender Offer Statement on Schedule 14D-1, 
                    dated August 9, 1995.

           2(b) -   List of Schedules to Agreement and Plan of Merger, dated as 
                    of August 3, 1995, among the Corporation, Union Pacific 
                    Railroad Company, the Purchaser and Southern Pacific.

           2(c) -   Shareholders Agreement, dated as of August 3, 1995, among 
                    the Corporation, the Purchaser, The Anschutz Corporation 
                    ("TAC"), Anschutz Foundation (the "Foundation"), and Mr. 
                    Philip F. Anschutz ("Mr. Anschutz"), is incorporated by 
                    reference to Exhibit (c)(2) to the Corporation's Tender 
                    Offer Statement on Schedule 14D-1, dated August 9, 1995.

           2(d) -   Shareholders Agreement, dated as of August 3, 1995, among 
                    the Corporation, the Purchaser and The Morgan Stanley 
                    Leveraged Equity Fund II, L.P., is incorporated by reference
                    to Exhibit (c)(3) to the Corporation's Tender Offer 
                    Statement on Schedule 14D-1, dated August 9, 1995.

 18

           2(e) -   Shareholders Agreement, dated as of August 3, 1995, among 
                    the Corporation, the Purchaser and Southern Pacific, is
                    incorporated by reference to Exhibit (c)(4) to the
                    Corporation's Tender Offer Statement on Schedule 14D-1, 
                    dated August 9, 1995.

           2(f) -   Shareholders Agreement, dated as of August 3, 1995, among
                    UPRG, TAC, the Foundation and Mr. Anschutz, is incorporated 
                    by reference to Exhibit (c)(5) to the Corporation's Tender 
                    Offer Statement on Schedule 14D-1, dated August 9, 1995.

           2(g) -   Registration Rights Agreement, dated as of August 3, 1995,
                    among the Corporation, TAC and the Foundation, is 
                    incorporated by reference to Exhibit (c)(6) to the 
                    Corporation's Tender Offer Statement on Schedule 14D-1, 
                    dated August 9, 1995.

           2(h) -   Registration Rights Agreement, dated as of August 3, 1995,
                    between the Purchaser and Southern Pacific, is incorporated 
                    by reference to Exhibit (c)(7) to the Corporation's Tender 
                    Offer Statement on Schedule 14D-1, dated August 9, 1995.

           2(i) -   Registration Rights Agreement, dated as of August 3, 1995,
                    among UPRG, TAC and the Foundation, is incorporated by
                    reference to Exhibit (c)(8) to the Corporation's Tender 
                    Offer Statement on Schedule 14D-1, dated August 9, 1995.

           2(j) -   Voting Trust Agreement, dated as of August 3, 1995, among 
                    the Corporation, the Purchaser and Southwest Bank of St. 
                    Louis, is incorporated by reference to Exhibit (c)(9) to the
                    Corporation's Tender Offer Statement on Schedule 14D-1, 
                    dated August 9, 1995.

            11  - Computation of earnings per share.

            12  - Computation of ratio of earnings to fixed charges.

            27  - Financial Data Schedule.

      (b)  Reports on Form 8-K

           On April 20, 1995, the Corporation filed a Current Report on Form 
           8-K, containing a press release with unaudited earnings information 
           for the Corporation for the quarter ended March 31, 1995 and a 
           computation of certain pro forma earnings to fixed charges ratios.

           On April 26, 1995, the Corporation filed a Current Report on Form 
           8-K, announcing the completion of the Corporation s tender offer for 
           all of the common shares of Chicago and North Western Transportation 
           Company.

 19

SIGNATURE

      Pursuant to the requirements 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.

Dated:  August 14, 1995

                                         UNION PACIFIC CORPORATION
                                        (Registrant)

                                        /s/ Charles E. Billingsley
                                        --------------------------
                                        Charles E. Billingsley,
                                        Vice President and Controller
                                        (chief accounting officer and
                                         duly authorized officer)

                             UNION PACIFIC CORPORATION

                                   EXHIBIT INDEX

Exhibit No.                         Description                        
- -----------                         -----------
    2(a)                 Agreement and Plan of Merger, dated as of August 3,
                         1995, among the Corporation, Union Pacific Railroad 
                         Company, UP Acquisition Corporation (the "Purchaser") 
                         and Southern Pacific, is incorporated by reference to
                         Exhibit (c)(1) to the Corporation's Tender Offer
                         Statement on Schedule 14D-1, dated August 9, 1995.

    2(b)                 List of Schedules to Agreement and Plan of Merger, 
                         dated as of August 3, 1995, among the Corporation, 
                         Union Pacific Railroad Company, the Purchaser and 
                         Southern Pacific.

    2(c)                 Shareholders Agreement, dated as of August 3, 1995,
                         among the Corporation, the Purchaser, The Anschutz
                         Corporation ("TAC"), Anschutz Foundation (the
                         "Foundation"), and Mr. Philip F. Anschutz ("Mr.
                         Anschutz"), is incorporated by reference to Exhibit
                         (c)(2) to the Corporation's Tender Offer Statement on
                         Schedule 14D-1, dated August 9, 1995.

    2(d)                 Shareholders Agreement, dated as of August 3, 1995,
                         among the Corporation, the Purchaser and The Morgan
                         Stanley Leveraged Equity Fund II, L.P., is incorporated
                         by reference to Exhibit (c)(3) to the Corporation's
                         Tender Offer Statement on Schedule 14D-1, dated August
                         9, 1995.

    2(e)                 Shareholders Agreement, dated as of August 3, 1995,
                         among the Corporation, the Purchaser and Southern
                         Pacific, is incorporated by reference to Exhibit (c)(4)
                         to the Corporation's Tender Offer Statement on Schedule
                         14D-1, dated August 9, 1995.

    2(f)                 Shareholders Agreement, dated as of August 3, 1995,
                         UPRG, TAC, the Foundation and Mr. Anschutz, is
                         incorporated by reference to Exhibit (c)(5) to the
                         Corporation's Tender Offer Statement on Schedule 14D-1,
                         dated August 9, 1995.

    2(g)                 Registration Rights Agreement, dated as of August 3,
                         1995, among the Corporation, TAC and the Foundation, is
                         incorporated by reference to Exhibit (c)(6) to the
                         Corporation's Tender Offer Statement on Schedule 14D-1,
                         dated August 9, 1995.

    2(h)                 Registration Rights Agreement, dated as of August 3,
                         1995, between the Purchaser and Southern Pacific, is
                         incorporated by reference to Exhibit (c)(7) to the
                         Corporation's Tender Offer Statement on Schedule 14D-1,
                         dated August 9, 1995.

    2(i)                 Registration Rights Agreement, dated as of August 3,
                         1995, among UPRG, TAC and the Foundation, is
                         incorporated by reference to Exhibit (c)(8) to the
                         Corporation's Tender Offer Statement on Schedule 14D-1,
                         dated August 9, 1995.

    2(j)                 Voting Trust Agreement, dated as of August 3, 1995,
                         among the Corporation, the Purchaser and Southwest Bank
                         of St. Louis, is incorporated by reference to Exhibit 
                         (c)(9) to the Corporation's Tender Offer Statement on
                         Schedule 14D-1, dated August 9, 1995.

    11                   Computation of earnings per share          

    12                   Computation of ratio of earnings to
                         fixed charges

    27                   Financial Data Schedule

                                                              Exhibit 2(b)

                                  LIST OF
                                 SCHEDULES
                                    to
                                     
                       Agreement and Plan of Merger
                                dated as of
                              August 3, 1995

Schedule 3.1             Organization of Southern Pacific Rail Corporation      
                         ("Southern Pacific")

Schedule 3.2             Capitalization of Southern Pacific

Schedule 3.4             Consents and Approvals: No Violations by Southern 
                         Pacific

Schedule 3.6             Absence of Certain Changes relating to Southern Pacific

Schedule 3.7             No Undisclosed Liabilities of Southern Pacific

Schedule 3.9             Employee Benefit Plans of Southern Pacific; ERISA

Schedule 3.11            No Default by Southern Pacific

Schedule 3.12            Taxes

Schedule 3.14            Assets; Real Property of Southern Pacific

Schedule 3.15            Environmental Matters of Southern Pacific

Schedule 3.16            Transactions with Affiliates of Southern Pacific

Schedule 5.1             Interim Operations of Southern Pacific

Schedule 5.6             Employee Benefits

* Union Pacific Corporation agrees to furnish supplementally a copy of any of 
the Schedules listed above to the Commission upon request.

                                                                    Exhibit 11

            UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                     COMPUTATION OF EARNINGS PER SHARE

        (Amounts in Thousands, Except Share and Per Share Amounts)
                                (Unaudited)

                                                              Six Months
                                                            Ended June 30,      
                                                      -------------------------
                                                        1995             1994   
                                                      --------         --------
                                                                 
Average number of shares outstanding...........        204,914          205,100 

Average shares issuable on exercise of stock
  options less shares repurchasable from 
  proceeds.....................................            663              552 
                                                      --------         --------
Total average number of common and common
  equivalent shares............................        205,577          205,652 
                                                      ========         ======== 

Income from Continuing Operations..............       $280,024         $285,314 

Income from Discontinued Operations............        134,805          218,265 
                                                      --------         --------
Net Income.....................................       $414,829         $503,579 
                                                      ========         ======== 

Earnings per share:

  Income from Continuing Operations............       $   1.36         $   1.39 

  Income from Discontinued Operations..........           0.66             1.06 
                                                      --------         -------- 
  Net Income...................................       $   2.02         $   2.45 
                                                      ========         ======== 

                                                                    Exhibit 12

            UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                   (Amounts in Thousands, Except Ratios)
                                (Unaudited)

                                                                                
                                                          Six Months        
                                                        Ended June 30,      
                                                     ------------------  
                                                       1995     1994   
                                                     --------  --------
                                                         
Earnings:

  Income from Continuing Operations..............    $280,024  $285,314 
  Add (deduct) distributions greater (to
      extent less) than income of unconsolidated
      affiliates.................................      (8,184)  (24,302)
                                                     --------  --------
            Total................................     271,840   261,012 
                                                     --------  --------
Income Taxes:

  Federal, state and local.......................     150,989   170,872 
                                                     --------  -------- 
Fixed Charges:

  Interest expense including amortization of
      debt discount..............................     195,475   157,946 
  Portion of rentals representing an interest
      factor.....................................      25,281    21,646 
                                                     --------  --------
            Total................................     220,756   179,592 
                                                     --------  --------
Earnings available for fixed charges.............    $643,585  $611,476 
                                                     ========  ======== 

Fixed Charges -- as above........................    $220,756  $179,592 
Interest capitalized.............................          --       124 
                                                     --------  --------
            Total fixed charges..................    $220,756  $179,716 
                                                     ========  ======== 

Ratio of earnings to fixed charges...............         2.9       3.4 
                                                     ========  ======== 

  

 5

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

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

                                    6-MOS
                          DEC-31-1995
                               JUN-30-1995
                                              51
                                         0
                                      495
                                         0
                                        299
                                 1,156
                                          17,615
                                   4,441
                                  17,570
                            2,032
                                          6,173
                                           580
                                0
                                          0
                                       4,770
                    17,570
                                              0
                                 3,538
                                                0
                                    2,922
                                    54
                                     0
                                 201
                                    431
                                       151
                                280
                                     135
                                      0
                                            0
                                       415
                                     2.02
                                        0