FORM 10-Q/A
 
                               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 March 31, 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 twelve 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 ninety days.

YES    X        NO        
    ------         ------

    As of April 28, 1995, there were 205,284,153 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 Ended March 31, 1995 and 1994............        1

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

         CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS - For
           the Three Months Ended March 31, 1995 and 1994........        4

         CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS -
           For the Three Months Ended March 31, 1995 and 1994....        4

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS....      5 - 7

Item 2:  Management's Discussion and Analysis of Financial
           Condition and Results of Operations...................      8 - 11

                            PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings.......................................        12

Item 4:  Submission of Matters to a Vote of Security
         Holders.................................................        12

Item 6:  Exhibits and Reports on Form 8-K........................        13

Signature........................................................        14

 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 Ended March 31, 1995 and 1994
           --------------------------------------------------
        (Amounts in Millions, Except Ratio and Per Share Amounts)
                                (Unaudited)

                                                   1995       1994
                                                 --------   --------

Operating Revenues (Note 7).................     $  1,978   $  1,860 
                                                 --------   --------

Operating Expenses:

  Salaries, wages and employee benefits.....          684        634 
  Depreciation, depletion, amortization
    and retirements.........................          248        239 
  Equipment and other rents.................          171        156 
  Fuel and utilities (Note 7)...............          128        122 
  Materials and supplies....................           98         97 
  Other costs...............................          284        267 
                                                 --------   --------

     Total..................................        1,613      1,515 
                                                 --------   --------

Operating Income............................          365        345 

Other Income - Net (Note 5..................           42        172 

Interest Expense (Note 7)...................          (89)       (77)

Corporate Expenses..........................          (30)       (12)
                                                 --------   --------

Income Before Income Taxes..................          288        428 

Income Taxes................................          (97)      (143)
                                                 --------   --------

Income from Continuing Operations...........          191        285 

Loss from Discontinued Operations (Note 4)..           --         (2)
                                                 --------   --------

Net Income..................................     $    191   $    283 
                                                 ========   ======== 

Earnings Per Share:

  Income from Continuing Operations.........     $   0.93   $   1.39 

  Loss from Discontinued Operations.........           --      (0.01)
                                                 --------   --------

  Net Income................................     $   0.93   $   1.38 
                                                 ========   ======== 

Weighted Average Number of Shares...........        205.5      205.7 

Cash Dividends Per Share....................     $   0.43   $   0.40 

Ratio of Earnings to Fixed Charges (Note 6).          3.6        5.6 

 2

           UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

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

                                                    March 31,   December 31, 
ASSETS                                                1995          1994
                                                    ---------   ------------
                                                             
Current Assets:

  Cash and temporary investments...............     $      97      $     121
  Accounts receivable..........................           620            648 
  Inventories..................................           280            315 
  Income taxes receivable (Note 4).............           225            285 
  Notes receivable (Notes 4 and 5).............            67            291 
  Other current assets.........................           192            162 
                                                    ---------      ---------

       Total Current Assets....................         1,481          1,822
                                                    ---------      ---------

Investments:

  Investments in and advances to affiliated
     companies.................................           494            492
  Other investments............................           164            170 
                                                    ---------      ---------

       Total Investments.......................           658            662 
                                                    ---------      ---------

Properties:

  Railroad:

    Road and other.............................         8,565          8,428 
    Equipment..................................         4,679          4,658 
                                                    ---------      ---------

       Total Railroad..........................        13,244         13,086
                                                    ---------      ---------

  Natural resources............................         5,106          4,965 
                                                    ---------      ---------
  Trucking.....................................           728            704 
                                                    ---------      ---------
  Other........................................           132            130 
                                                    ---------      ---------

       Total Properties........................        19,210         18,885 

  Accumulated depreciation, depletion and
    amortization...............................        (6,839)        (6,614)
                                                    ---------      ---------

      Properties - Net.........................        12,371         12,271 
                                                    ---------      ---------

Cost in Excess of Net Assets of Acquired
   Businesses - Net (Note 3)...................           810            939 

Other Assets...................................           296            248 
                                                    ---------      ---------

       Total Assets............................     $  15,616      $  15,942 
                                                    =========      ========= 

 3

           UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

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

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

  Accounts payable................................  $     384      $     463 
  Accrued wages and vacation......................        237            223 
  Income and other taxes..........................        212            198 
  Accrued casualty costs..........................        160            163 
  Dividends and interest..........................        159            192 
  Debt due within one year........................        105            470 
  Other current liabilities.......................        789            796 
                                                    ---------      ---------

     Total Current Liabilities....................      2,046          2,505 
                                                    ---------      ---------

Debt Due After One Year...........................      4,202          4,090 

Deferred Income Taxes (Note 3)....................      2,765          2,856 

Retiree Benefits Obligation.......................        641            603 

Other Liabilities (Note 8)........................        758            757 

Stockholders' Equity:

  Common stock, $2.50 par value, authorized
    500,000,000 shares, 231,857,343 shares issued
    in 1995, 231,837,976 shares issued in 1994....        580            580 
  Paid-in surplus.................................      1,432          1,428 
  Retained earnings...............................      4,836          4,734 
  Treasury stock, at cost, 26,576,140 shares in
    1995, 25,900,775 shares in 1994...............     (1,644)        (1,611)
                                                    ---------      ---------

    Total Stockholders' Equity....................      5,204          5,131 
                                                    ---------      ---------

    Total Liabilities and Stockholders' Equity....  $  15,616      $  15,942 
                                                    =========      ========= 

 4

           UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

             CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
           For the Three Months Ended March 31, 1995 and 1994
           --------------------------------------------------
                          (Millions of Dollars)
                               (Unaudited)

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

   Net Income.........................................   $   191     $   283 

   Non-cash charges to income:
       Depreciation, depletion and amortization.......       248         239 
       Deferred income taxes..........................        33          73 
       Other - Net....................................        93        (108)
   Changes in current assets and liabilities..........      (142)       (201)
   Cash used for special charges......................        (7)        (23)
                                                         -------     -------

       Cash from operations...........................       416         263 
                                                         -------     -------
 
Cash flows from investing activities:

   Capital investments................................      (349)       (352)
   USPCI sale (Note 4)................................       225          -- 
   AMAX acquisition - Net.............................        --        (725)
   Wilmington sale (Note 5)...........................        --         280 
   Other - Net........................................        64         (10)
                                                         -------     -------

       Cash used in investing activities..............       (60)       (807)
                                                         -------     -------

Cash flows from equity and financing activities:

   Dividends paid.....................................       (88)        (82)
   Debt repaid........................................      (261)       (117)
   Purchase of treasury stock.........................       (32)         (1)
   Financings.........................................         1         886 
                                                         -------     -------

      Cash generated (used) in equity and financing
      activities......................................      (380)        686
                                                         -------     -------

      Net change in cash and temporary investments....   $   (24)    $   142 
                                                         =======     ======= 

            CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS
              For the Three Months Ended March 31, 1995 and 1994
              --------------------------------------------------
               (Amounts in Millions, Except Per Share Amounts)
                               (Unaudited)

                                                               1995                1994
                                                             -------             -------

Balance at Beginning of Year.........................        $ 4,734             $ 4,529 

Net Income...........................................            191                 283 
                                                             -------             -------

       Total.........................................          4,925               4,812 

Dividends Declared ($0.43 per share in 1995;
     $0.40 per share in 1994)........................            (89)                (82)
                                                             -------             -------

     Balance at End of Period........................        $ 4,836             $ 4,730 
                                                             =======             ======= 

 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 three months ended March 31, 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
   pursuant to which the Corporation would 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 at $35
   per share which was completed on April 25, 1995.  A total of 31,529,846
   shares was tendered pursuant to the offer and accepted by UPC for payment,
   bringing UPC's ownership of CNW to approximately 99.5%.  CNW (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, part of which UPC
   subsequently refinanced with $850 million of notes and debentures.
  
   Prior to the acquisition, UPC accounted for its investment in CNW using
   the equity method.  UPC's investment in CNW at December 31, 1994 is 
   included as a component of the line item "Investments In and Advances
   to Affiliated Companies" on the Condensed Statement of Consolidated
   Financial Position.  Such Statement has not been restated to consolidate
   CNW nor has any pro forma information been provided herein due to
   immateriality. 

3. 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.  The effect of
   this one-time tax benefit was to reduce goodwill and deferred income taxes
   payable by $123 million and to decrease ongoing goodwill amortization by $4
   million annually. 

4. SALE OF USPCI, INC. (USPCI) - At year-end 1994, the Corporation completed
   the sale of USPCI to Laidlaw Inc. for $225 million in notes that were
   subsequently collected in January 1995.  The sale resulted in a net loss of
   $412 million in 1994.  Prior year's results have been restated to present
   USPCI as a discontinued operation.

 6                                                      

5. WILMINGTON SALE - In March 1994, Union Pacific Resources Company (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 Railroad). 

6. RATIO OF EARNINGS TO FIXED CHARGES - The ratio of earnings to fixed charges
   has been computed on a total enterprise basis.  Earnings represented 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.

7. 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 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.

   Hydrocarbons: At March 31, 1995, Resources had entered futures contracts and
   price swaps for 1995 natural gas and crude oil sales volumes of 198 mmcf/day
   at $1.93/mcf (approximately 21% of its remaining 1995 natural gas
   production) and 48 mbbl/day at $18.01/bbl (approximately 85% of its
   remaining 1995 crude production), respectively.  Resources had also entered
   into long-term fixed price sales agreements for 92 bcf of natural gas at an
   average price of $2.96/mcf covering the period 1995 thru 2008, comprising
   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 of natural gas, which generally 
   mature over the next five years.  At March 31, 1995, positions consisted 
   of forwards sales of 95.2 bcf (mark-to-market gain of $29.0 million), futures
   contracts for 16.5 bcf (mark-to-market gain of $0.2 million) and price swaps
   for 111.1 bcf (mark-to-market loss of $11.2 million).  The net mark-to-market
   gain locked in on these agreements at March 31, 1995 was $18.0 million.
   
   At March 31, 1995, Overnite had no fuel purchase hedging 
   agreements in place, while the Railroad had hedged approximately 4% of 
   its remaining 1995 diesel fuel consumption at $0.46 per gallon.  At the 
   end of the first quarter, Resources and the Railroad had unrecognized 
   mark-to-market gains of $34 million and $400,000, respectively, related to 
   hedging arrangements.

   Interest Rates and Foreign Currency:  UPC has outstanding interest rate swaps
   on $228 million of notional principal amount of debt.  The interest rates
   paid on these instruments range from 5.3% to 9.6%, while interest received
   ranges from 4.3% to 7.1% with spreads no greater than 2.8%.  These contracts
   mature over the next one to nine years.  There are unrecognized mark-to-
   market losses of $10 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 first quarter of 1995, the Corporation had a mark-to-market 
   gain of $34 million associated with these swaps.

 7

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 UPC can reasonably determine the remediation costs, 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 position 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.

 8

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 March 31, 1995 Compared to March 31, 1994 

CONSOLIDATED - Union Pacific Corporation (the Corporation or UPC) reported net
income of $191 million or $0.93 per share for the first quarter of 1995, 
compared to 1994 net income of $283 million or $1.38 per share.  Prior year's 
results included the one-time benefit of a $116 million ($0.56 per share) 
after-tax gain resulting from the disposition of the Corporation's oil and 
gas producing properties in Wilmington, California.  Net income improved at 
Union Pacific Railroad Company (the Railroad), while earnings declined at 
Union Pacific Resources Company (Resources)--reflecting the absence of the 
Wilmington sale--and at Overnite Transportation Company (Overnite)--the result
of adverse traffic trends and increased competition.

Operating revenues grew 6% to $1.98 billion from $1.86 billion in 1994, as
increased rail carloadings and higher natural gas and natural gas liquids sales
volumes were partially offset by lower realized gas prices.  Operating expenses
rose $98 million to $1.61 billion during the quarter.  Volume growth and
inflation caused increases in salaries, wages and employee benefit costs ($50
million), equipment and other rents ($15 million), and fuel and utilities costs
($6 million).  In addition, insurance costs rose $12 million--reflecting the
absence of a 1994 credit, while depreciation charges increased $9 million--the
result of the Corporation's continued commitment to capital spending and higher
hydrocarbon sales. 

Operating income advanced $20 million (6%) to $365 million for the period. 
Interest expense increased $12 million, reflecting higher average debt levels 
and short-term interest rates, while corporate expenses increased $18 million,
largely the result of the absence of 1994 stock appreciation rights credits and
higher professional fees related to UPC's pursuit of various strategic
transactions.

RAILROAD - Rail earnings advanced $27 million (16%) to $195 million for the
quarter.  Current year's results included a $15 million after-tax gain on the
sale of land in California and a $6 million after-tax gain that resulted from 
the expiration of a buy-back contingency related to a 1992 property sale.  Prior
year's results also included a $16 million after-tax gain on the sale of land 
and trackage rights in California.  

Operating revenues improved 7% to $1.38 billion.  Higher revenues were generated
by an 8% (more than 89,000 loads) rise in first quarter 1995 carloadings. 
Expanded capacity out of the Southern Powder River Basin and gains in the
Southern Illinois and Los Angeles export markets accounted for a 14% increase in
energy carloadings.  Grain traffic improved 10% from higher export shipments of
corn and traffic gains in soybeans, cottonseed and corn syrup.  Intermodal
volumes improved 9% largely because of business expansion with the Railroad's
trucking partners, while chemical carloadings also advanced 9% due to volume
growth in fertilizer, plastics and soda ash.  Food, consumer and government

 9

carloadings increased 4% from higher volumes in transportation equipment and
canned and packaged product shipments.  Automotive business improved 1%, as a 3%
rise in finished vehicle shipments (the result of increased traffic out of
Mexico) was partially countered by a 5% decline in auto parts traffic 
(reflecting declining market demand in both the U.S. and Mexico).  Metals, 
minerals and forest volumes declined 4% from a year ago, because of lower 
stone, metallic mineral and forest product shipments.  Average revenue per car 
remained at 1994 levels as price increases offset volume growth of lower-rated 
commodities--mainly energy and intermodal.

Operating expenses increased to $1.10 billion for the quarter, compared to $1.03
billion last year.  Growing volumes and inflation accounted for increased wages
and benefit costs ($27 million), equipment and other rents ($12 million), fuel
and utilities costs ($7 million) and contracted maintenance and drayage ($4
million).  Depreciation expense grew $5 million because of the Railroad's
continued investment in equipment and capacity, while employee safety costs
increased $4 million.  Other components contributing to higher operating costs
included destroyed equipment ($3 million), insurance ($3 million), state and
local taxes ($2 million) and materials and supplies costs ($1 million).

Operating income at the Railroad rose $21 million (8%) during the quarter to 
$281 million.  The Railroad's operating ratio improved to 79.6 from 79.8 a 
year ago.

NATURAL RESOURCES - Resources' earnings were $61 million in the first quarter of
1995.  This compares to earnings of $155 million in 1994, which included the 
one-time benefit of a $100 million after-tax gain resulting from the Wilmington
sale.

Operating revenues (inclusive of hedging activities) grew $13 million to $314
million.  This improvement was generated by a 20% rise (on a barrel of oil
equivalent basis) in average hydrocarbon sales volumes and higher pipeline
revenues, partially offset by a 12% decline (on a barrel of oil equivalent 
basis) in average prices.  Natural gas sales volumes rose 33% to 
911 mmcf/day, largely due to the AMAX Oil & Gas, Inc. (AMAX) acquisition and
production improvements in the Austin Chalk, the Yellow Creek play in the 
Land Grant and in Carthage, Texas, while natural gas liquids sales volumes 
improved 48% to 58,446 bbl/day largely because of the AMAX acquisition, the 
addition of the Wahsatch Gathering System and the Echo Springs gas plant, 
and increased production in the East Texas plant and the Austin Chalk 
facilities.  Crude oil sales volumes declined 19% to 56,516 bbl/day, 
reflecting 1994 field sales and lower output in the Austin Chalk. 
Average prices for crude oil rose $3.89/bbl (32%) to $16.08/bbl, while natural
gas liquids prices improved $0.66/bbl (8%) to $9.32/bbl.  Natural gas average
prices declined 32% to $1.34/mcf.  Pipeline revenues advanced $5 million due to
the addition of the Wahsatch Gathering System.

Operating expenses rose to $228 million for the quarter from $224 million a year
ago. Depreciation and depletion charges rose $9 million, reflecting higher
production levels and the addition of new gas processing facilities, while wage
and benefit costs rose $2 million.  These cost increases were partially 
mitigated by a $6 million decline in dry hole costs (reflecting reduced 
emphasis on exploration in the current low gas price environment) and a 
$2 million reduction in pipeline and plant product purchases for resale
(reflecting lower gas prices). Operating income for all of Resources' 
operations improved $9 million (12%) to $86 million in the first quarter 
of 1995.

 10

Operating income from Resources' minerals operations declined $3 million during
the first three months of 1995 to $24 million.  This decrease was the result of
the absence of a first quarter 1994 lease bonus on trona lands and reduced coal
royalties (reflecting lower coal production on the Land Grant).

TRUCKING -  Overnite's operating environment was extremely difficult in the
first quarter of 1995.  Operating expenses increased because of reduced 
operating efficiency associated with shifts in freight flows from 
shorter-haul, higher margin, intra-regional business to longer-haul traffic, 
and wage inflation.  Margins were also squeezed by aggressive competition 
from both less-than-truckload (LTL) and truckload (TL) 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 in the first quarter of 1995, as 
twenty-two of Overnite's 174 terminals had union elections--seven of which 
voted to organize.  Overnite has won ten out of the last eleven such 
elections.  Despite the Teamsters' union efforts, less than 7% of Overnite's 
work force is currently represented by labor unions.  

As a result of these unfavorable business trends, Overnite generated a net loss
of $4 million in the first quarter of 1995, despite the absence of the effects
of the severe winter in the Eastern U.S. in 1994.  This compares to net income
of $6 million a year ago.  First quarter 1995 results included goodwill
amortization of $5 million, $1 million lower than last year due to a tax
settlement related to the deductibility of intangible assets (see Note 3 to the
Condensed Consolidated Financial Statements).  

Overnite's operating revenues advanced $3 million to $245 million as a 3% rise
in average prices was offset by a 2% decline in volume.  Lower volumes were
generated by an 18% decrease in TL volumes partially countered by a 1% increase
in Overnite's core LTL business.

Operating expenses increased $16 million to $250 million.  A longer average
length of haul, inflation and operating inefficiencies associated with shifts in
freight flows caused a $9 million rise in salaries, wages and employee benefit
costs and a $3 million increase in equipment and other rents.  In addition,
depreciation expense grew by $2 million due to Overnite's continuing investment
in equipment and technology.  Operating income declined $13 million to a loss of
$5 million in 1995, while Overnite's operating ratio (excluding goodwill
amortization) increased to 100.2 for the quarter from 94.5 in 1994.

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--rose $17 million to $61 million.  This increase was largely the result
of higher interest costs, the absence of 1994 stock appreciation rights
credits and higher professional fees.  Operating income was $3 million for 
the first three months of 1995, compared to a loss of $0.4 million a year ago, 
reflecting operating improvements at the Corporation's Other Operations.

 11

      CHANGES IN FINANCIAL CONDITION AND OTHER DEVELOPMENTS

FINANCIAL CONDITION - During the first three months of 1995, cash from 
operations was $416 million, an improvement of $153 million from 1994.  
This improvement was the result of favorable working capital changes 
(reflecting lower hydrocarbon inventories and improved accounts receivable 
and inventory management), increased earnings from operations, higher 
non-cash casualty accruals and depreciation charges, and less spending 
related to the 1991 restructuring charge. 
 
Cash used in investing activities of $60 million reflects a $747 million decline
over 1994 due to the absence of the AMAX acquisition and the 1995 collection of
proceeds from the sale of USPCI, Inc. (USPCI) (see Note 4 to the Condensed
Consolidated Financial Statements).  These reductions in cash used for investing
activities were partially offset by proceeds from the Wilmington sale in 1994.

The ratio of debt to debt plus equity declined to 45.3% at March 31, 1995 from
47.0% at December 31, 1994.  This improvement reflects the favorable effects of
debt repaid by USPCI sale proceeds and the addition of 1995 earnings.

OTHER DEVELOPMENTS
CNW - On March 16, 1995, the Corporation executed a definitive
merger agreement to acquire the remaining 71.6% of Chicago and North Western
Transportation Company's (CNW) outstanding common stock not already owned by UPC
for $1.2 billion.  Under this agreement, UPC initiated a cash tender offer on
March 23, 1995 which was completed on April 25, 1995 (see Note 2 to the 
Condensed Consolidated Financial Statements).  The CNW acquisition is expected
to strengthen UPC's capacity in many key western corridors allowing for 
growth in intermodal traffic from major West Coast ports to the Midwest and 
enhanced low-sulfur coal shipments out of the Powder River Basin in Wyoming to
the East.

In April 1995, UPC arranged $2.3 billion in new credit facilities to support the
funding of the CNW acquisition, to refinance certain CNW debt obligations and 
for other corporate purposes.  The facilities consist of a $1.1 billion, 
five-year facility and a $1.2 billion, one-year facility.  In May 1995, the 
Corporation issued $425 million of 7.60% Notes, due May 1, 2005, $275 million 
of 8.35% Sinking Fund Debentures, due May 1, 2025 and $150 million of 7.375%
Notes, due May 15, 2001.  The proceeds from these Notes and Debentures were 
used to repay commercial paper issued to fund the CNW tender offer.  In 
February 1995, UPC amended its existing $1.4 billion credit facility to extend 
the maturity of the $600 million one-year portion of the facility to five 
years.  As a result of these two events, UPC now has $2.5 billion of long-term 
credit facilities available.  Commitment fees and interest rates payable 
under these facilities are similar to fees and rates available to other 
investment grade borrowers.  As a result of the incremental debt the 
Corporation incurred for the CNW acquisition, Moody's Investors Service 
downgraded UPC's senior unsecured debt rating to A3 from A2, while Standard and 
Poor's lowered UPC's senior unsecured rating to A minus from A.  This change
in credit rating is not expected to significantly affect the Corporation's 
future cost of funds. 

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.

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.

 12

PART II.  OTHER INFORMATION
- ---------------------------

Item 1.  Legal Proceedings

      The Corporation, UP Rail, Inc. (UP Rail), CNW and CNW's directors were
      named as defendants in five lawsuits, purportedly filed on behalf of all
      public stockholders of CNW, which were commenced on March 10 and 13,
      1995 in the Court of Chancery in New Castle County, Delaware, with
      respect to the Corporation's acquisition of CNW.  The suits alleged,
      among other things, that (i) the directors of CNW breached their
      fiduciary duties to the CNW stockholders in considering and approving
      the acquisition of CNW by UPC and (ii) as the controlling stockholder
      of CNW, the Corporation and UP Rail breached their fiduciary duties to
      other stockholders of CNW in agreeing to enter into the acquisition. 
      As relief, the suits requested, among other things, an injunction
      against consummation of the transaction and damages in an unspecified
      amount.

      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.  Pursuant to the Memorandum of
      Understanding, the Corporation and CNW agreed, among other things, (i)
      to disseminate certain supplemental disclosures to CNW's stockholders,
      (ii) to modify a Stock Option Agreement pursuant to which UP Rail would
      be permitted to acquire additional shares of CNW common stock from CNW
      if UP Rail acquired more than 87.5% (85% before such amendment) but less
      than 90% of the CNW shares in the Corporation's tender offer for CNW
      shares, (iii) to extend the expiration date of the CNW tender offer
      until April 24, 1995 and (iv) to pay certain fees and expenses of
      plaintiffs' counsel, subject to approval of the Delaware Court of
      Chancery.  The parties to the Memorandum of Understanding have 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 Stipulation of Settlement has been set for June 20, 1995.  
      If such Stipulation of Settlement is not approved by the Court, the
      proposed settlement will be null and void and will not prejudice the 
      rights of any party with respect to such litigation.

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

   (a) The annual meeting of stockholders (the Annual Meeting) of the
       Corporation was held on April 21, 1995.

   (c) At the Annual Meeting, the Corporation's stockholders voted for the
       election of Jack L. Messman (171,345,276 shares in favor; 78,914 shares
       withheld), L. White Matthews, III (171,400,268 shares in favor; 23,922
       shares withheld), Robert P. Bauman (171,353,046 shares in favor; 71,144
       shares withheld), Richard K. Davidson (171,370,845 shares in favor;
       53,345 shares withheld), Elbridge T. Gerry, Jr. (171,387,858 shares in
       favor; 36,332 shares withheld), Lawrence M. Jones (171,278,024 shares
       in favor; 146,166 shares withheld), Richard J. Mahoney (171,358,467
       shares in favor; 65,723 shares withheld) and James D. Robinson, III
       (171,105,063 shares in favor; 319,127 shares withheld) as directors of
       the Corporation.  In addition, the Corporation's stockholders voted to
       amend and extend the Executive Incentive Plan of Union Pacific
       Corporation and Subsidiaries, as amended; to amend the 1993 Stock
       Option and Retention Stock Plan of Union Pacific Corporation, as
       amended; and to engage Deloitte & Touche LLP as the Corporation's
       independent auditors.  The votes on these items were 163,955,049 shares
       in favor, 6,577,921 shares against and 2,110,788 shares abstained;
       161,376,981 shares in favor, 9,038,743 shares against and 2,228,034
       shares abstained; and 171,150,146 shares in favor, 713,232 shares
       against and 780,380 shares abstained, respectively. 

 13

Item 6.  Exhibits and Reports on Form 8-K

   (a) Exhibits

       10(a) - The Executive Incentive Plan of Union Pacific Corporation,
       amended April 27, 1995.

       10(b) - The 1993 Stock Option and Retention Stock Plan of Union Pacific
       Corporation, amended April 21, 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 March 21, 1995, the Corporation filed a Current Report on Form 8-K,
       containing a press release that announced the execution of a definitive
       merger agreement for the acquisition of Chicago and North Western
       Transportation Company.

       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.

 14

SIGNATURE

   Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  May 15, 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              
- -----------                     -----------

 10(a)             The Executive Incentive Plan of Union Pacific
                   Corporation, amended April 27, 1995.

 10(b)             The 1993 Stock Option and Retention Stock Plan of Union
                   Pacific Corporation, amended April 21, 1995.

 11                Computation of earnings per share   

 12                Computation of ratio of earnings to
                   fixed charges

 27                Financial data schedule

 COVER

                     (LOGO - UNION PACIFIC CORPORATION)

                         EXECUTIVE INCENTIVE PLAN

                                    OF

                         UNION PACIFIC CORPORATION

                             AND SUBSIDIARIES

                       _____________________________

                         Effective January 1, 1971

                 Amended and Restated as of April 15, 1988
                         Amended October 26, 1989
                        Amended September 24, 1992
                        Amended September 30, 1993
                          Amended April 21, 1995
                          Amended April 27, 1995

 1
           EXECUTIVE INCENTIVE PLAN OF UNION PACIFIC CORPORATION
                             AND SUBSIDIARIES

                         Effective January 1, 1971

                 Amended and Restated as of April 15, 1988
                         Amended October 26, 1989
                        Amended September 24, 1992
                        Amended September 30, 1993
                          Amended April 21, 1995
                          Amended April 27, 1995

                              PURPOSE OF PLAN

The purpose of this Plan is to promote the success of Union Pacific Corporation
and Subsidiaries by providing additional compensation for services rendered
during any year by key executives who contribute in a significant manner to the
operations and business of the Company and such Subsidiaries.

                              1. DEFINITIONS

Section 1.01  The following terms shall have the following meanings:

"Accountholder" means any person who has received a Deferred Award.

"Beneficiary" means any person or persons designated in writing by an
Accountholder to the Committee on a form prescribed by it for that purpose, 
which designation shall be revocable at any time by the Accountholder prior to 
his death, provided that, in the absence of such a designation or the failure of
the person or persons so designated to survive the Accountholder, payments or
distributions shall be made to the Accountholder's estate and provided further
that no payment or distribution shall be made during the lifetime of the
Accountholder to his Beneficiary.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended, or the corresponding
provisions of any successor statute.

"Committee" means the Committee provided for in Section 2.01.

"Company" means Union Pacific Corporation, a Utah corporation, or any successor
corporation.

"Company Stock" means Common Stock, $2.50 par value per share, of the Company.

"Deferred Award" means an award under the Plan which an Executive to whom the
award is made shall have elected to defer until after Termination or, for awards
made with respect to Years beginning with 1982, the earlier of either (i) a date
or dates certain in any year or years prior to 

 2

Termination (but in no event more often than once in each such year or years), 
or (ii) after Termination, all in accordance with Section 4.01 and which 
until paid shall, subject to paragraph (1) of Section 7.01, be represented by 
Investment Accounts maintained for such Executive in accordance with Section 
5.01.

"Executive" means any person who was a regular employee of the Company or a
Subsidiary (including directors who are also such employees) for all or part of
the Year in respect of which awards are made under the Plan and who, in the
judgment of the Committee, contributed in a significant manner to the operations
and business of the Company or a Subsidiary for such Year.

"Immediate Cash Award" means an award under the Plan payable in cash pursuant to
Section 4.02 as promptly as practicable after the close of the Year for which 
the award is made or, in the sole discretion of the Committee, in December of 
the year for which the award is made.

"Incentive Reserve Account" means the account established by the Company 
pursuant to Section 3.01.

"Investment Account" means one of the accounts established by the Company
pursuant to Section 5.01.

"Plan" means this Executive Incentive Plan as amended from time to time.

"Subsidiary" means any corporation of which the Company owns directly or
indirectly at least a majority of the outstanding shares of voting stock and
which by action of its board of directors has adopted the Plan.

"Termination" means termination of employment with the Company and its
Subsidiaries, for any reason, including retirement and death.

"Valuation Date" means the last business day of each calendar quarter and each
other interim date on which the Committee determines that a valuation of
Investment Accounts shall be made.

"Year" means a calendar year.

                       2. ADMINISTRATION OF THE PLAN

Section 2.01  The Plan shall be administered by a Committee which shall consist
of at least three members designated by the Board to serve at its pleasure.  
Such members shall be members of the Board and shall not be officers or 
employees of the Company or any Subsidiary.  The Committee shall determine the 
Executives to whom awards are granted under the Plan and the amounts of awards 
payable to such Executives out of the Incentive Reserve Account, and shall 
otherwise be responsible for the administration and interpretation of the Plan. 
The Committee shall supervise and be responsible for the maintenance of the 
various accounts under the Plan and for determining the amounts and, subject to 
Sections 4.02 and 6.01, the times of payments or distributions of awards.  The 
Committee may delegate its authority under the Plan to one or more officers or 
employees of the Company or a Subsidiary.  All determinations of the Committee 
shall be by a majority of its members, and its determinations shall be final.  
Each member of the Committee, while serving as such, shall be considered to be 
acting in his capacity as a Director of the Company.

 3

                       3. INCENTIVE RESERVE ACCOUNT

Section 3.01  The Company shall establish an Incentive Reserve Account to which
amounts available for awards to Executives shall be credited and which shall be
debited as such awards are made by the Committee.  The Board may cause to be
credited to such Incentive Reserve Account such amount for each Year, beginning
with 1983 during which the Plan remains in effect as it, in its discretion, may
determine provided that the amount so credited for any Year shall not exceed the
following limitation:

      The maximum amount that may be credited to the Incentive Reserve Account
      for any Year is 1.5% of Net Income for such Year when the Return on
      Average Annual Total Stockholders' Equity is 10.0% and is 3.0% of Net
      Income for such Year when the Return on Average Annual Total Stockholders'
      Equity is 12.0% or more.  At intermediate levels of Return on Average
      Annual Total Stockholders' Equity (between 10.0% and 12.0%), the maximum
      percentage of Net Income that may be credited to the Incentive Reserve
      Account for such Year shall increase 0.075% for each incremental 0.1%
      increase in the Return on Average Annual Total Stockholders' Equity.  Net
      Income is the consolidated net earnings from continuing operations of the
      Company (before extraordinary items) determined in conformity with
      generally accepted accounting principles before giving effect to
      provisions for amounts to be credited to the Incentive Reserve Account for
      such year.  Average Annual Total Stockholders' Equity is calculated as the
      average of (i) total stockholders' equity, including preferred stock, as
      shown on the consolidated financial statements of the Company at the
      beginning of each year and (ii) total stockholders' equity, including
      preferred stock, as shown on the consolidated financial statements of the
      Company at the end of such year, adjusted in the case of clause (ii) to
      include income from continuing operations before extraordinary items
      (determined in conformity with generally accepted accounting principles)
      and amounts to be credited to the Incentive Reserve Account under the Plan
      for such year.

The amount of Net Income and the percentage Return on Average Annual Total
Stockholders Equity shall be computed and reported to the Board and the 
Committee at the end of each Year by the Company.  The Committee shall obtain a 
report from the Company's independent certified public accountants stating that 
the computation of the amount credited to the Incentive Reserve Account at the 
end of the Plan Year was made in accordance with the provisions of the Plan and 
their report shall be final and binding.  Any amounts credited to the Incentive 
Reserve Account which are not awarded with respect to such Year may, on 
direction of the Committee, be awarded in future Years during which the Plan 
remains in effect.

                         4. AWARDS UNDER THE PLAN

Section 4.01  Prior to September 30 of each Year, beginning with 1984, an
Executive who has been granted awards under the Plan with respect to prior Years
and who has not previously made an election under the Plan, shall file with the
Committee an initial election on a form prescribed by the Committee for such
purpose specifying the percent in multiples of 10% of any award which may be
granted to him with respect to such Year and later Years to be in the form of an
Immediate Cash Award or a Deferred Award in one or more Investment Accounts. 
Deferral and investment elections shall be continuing elections for all awards
under the Plan except that:

 4

      (i) Deferral elections shall be subject to change before September 30 of
      any Year on a form prescribed by the Committee for such purpose with
      respect to any awards which may be granted to him for such Year and later
      Years; and

      (ii) an Accountholder, whether or not currently employed by the Company or
      a Subsidiary, may elect to convert the value of his account, if
      any, in any Investment Account to equivalent value accounts in any
      other Investment Accounts as of a Valuation Date, provided that the
      Committee has received such notice of the conversion as the Committee may
      require, and provided further that, unless the Committee shall in its sole
      discretion determine otherwise, an Accountholder may make conversions 
      only in such amounts and at such times as are allowable for changes
      in investment elections under the terms of the Union Pacific Corporation
      Thrift Plan.  The Committee shall cause such conversions to be effected
      by transferring equivalent amounts from the one such account to the
      other, all as of such Valuation Date; otherwise, such deferral and
      investment elections, and such changes therein, shall be irrevocable.     

In addition, for awards made with respect to Years beginning with 1982, an
Executive may also specify on a form prescribed by the Committee for such 
purpose whether he wishes payment of Deferred Awards to be made on the earlier 
of either (i) date or dates certain in any year or years prior to Termination 
(but in no event more often than once in each such year or years), such payment 
to be in full in cash on such date or dates, or (ii) upon Termination in 
accordance with the provisions of Sections 6.01 through 6.04.  Elections made as
to dates for the payment of Deferred Awards shall be subject to change by such 
Executive before September 30 of any Year on a form prescribed by the Committee 
for such purpose with respect to any awards made for such Year and later Years; 
otherwise such elections, and such changes therein, shall be irrevocable.

Designation, election or change in election shall not entitle an Executive to 
any award for any Year but the form of award, if any, for any Year to such 
Executive shall be in accordance with such election.  If an Executive has not 
been so designated as eligible for Deferred Awards, or an election for Deferred 
Awards is not in effect for him, any award granted to him for any Year shall be 
in the form of an Immediate Cash Award.

Section 4.02  As soon as practicable after the close of each Year, or in 
December of any Year if so determined by the Committee, beginning with 1971, the
Committee may grant awards payable out of the Incentive Reserve Account to such 
Executives in such dollar amounts as it in its sole discretion shall determine, 
subject to Section 4.03, and the amount of each such award shall be debited to 
the Incentive Reserve Account.  Except to the extent that Deferred Awards are 
elected pursuant to Section 4.01, any award under the Plan granted to an 
Executive for any Year shall be paid to him or to his Beneficiary in a lump sum 
in cash as promptly as practicable after such award is granted.

Section 4.03  No Covered Executive shall receive an award for any Year in excess
of (i) .25% of Covered Income for such Year, in the case of the Chief Executive
Officer of the Company, and (ii) .15% of Covered Income for such Year, in the
case of any other Covered Executive.  Covered Executive means an Executive whose
compensation is subject to the limitations on deductibility set forth in Section
162(m) of the Code.  Covered Income for a Year is the greater of (a) the
consolidated net earnings from continuing operations of the Company for such
Year, before extraordinary items, special charges and the cumulative effect of
accounting changes, determined in accordance with generally accepted accounting
principles, and (b) such net earnings for the first eleven months of such Year.

 5

                            5. DEFERRED AWARDS

Section 5.01  The Company shall from time to time establish on its books one or
more Investment Accounts.  In the case of each Executive, if and when a Deferred
Award is granted to him, the Committee shall credit to an account maintained for
him in one or more Investment Accounts the equivalent amount of such award in
accordance with his election.  Each Investment Account shall have such name, and
be charged or credited pursuant to such method, as the Committee shall determine
upon establishment of such Investment Account, provided such method is 
consistent with the requirements of Section 162(m) of the Code for performance-
based compensation.  The Committee may change such names or methods for any 
Investment Account, but no such change shall reduce any amount previously 
accrued in an Accountholder's account.  The Committee shall cause each 
Investment Account to be valued as of each Valuation Date by such person or 
persons as it in its sole discretion shall determine and such valuation shall be
conclusive for all purposes of the Plan.  The value of any Investment Account 
for the purpose of making payment of a Deferred Award shall be the value of such
Investment Account as of the Valuation Date last preceding such payment.  
Compensation paid in respect of any Investment Account shall result in 
corresponding reduction in the value of such accounts.  The amounts credited in 
Investment Accounts shall represent general liabilities of the Company and shall
not constitute a trust fund or otherwise create any property interest in any 
Accountholder or his Beneficiary.

Section 5.02  The provisions of Section 5.01 shall be subject to the provisions
of paragraph (1) of Section 7.01.

                 6. PAYMENT OR DELIVERY OF DEFERRED AWARDS

Section 6.01  Upon termination of an Executive, the Committee shall cause cash
in respect of any balances in the accounts maintained for such Executive in any
Investment Account to be paid or delivered to him or his Beneficiary in the sole
discretion of the Committee as follows:

      (i) in a single distribution, an amount in cash equal to the value of the
      accounts maintained for him in all Investment Accounts, all such cash
      being paid in the Year of his Termination or in January of the following
      Year, as determined by the Committee; or

      (ii) over such number of Years as are fixed by the Committee but not
      exceeding fifteen, in annual installments of an aggregate amount of cash
      equal in value at the time of each installment payment to the value of the
      accounts maintained for him in all Investment Accounts at the Valuation
      Date next preceding payment divided by the remaining number of such annual
      installments, the first of such installments to be paid or delivered in
      the month following the month of his Termination, or at the discretion of
      the Committee not later than 12 months following the date of Termination
      and subsequent installments to be paid or delivered in January of each
      subsequent Year; or

      (iii) in the event of retirement or death of a currently employed
      Executive, at a specified future date not to exceed 15 years from the date
      of such retirement or death in a single distribution, an amount of cash
      equal to the value of the accounts maintained for him in all Investment
      Accounts.  Income in respect of Investment Accounts would be paid in cash
      quarterly to such Executive or his Beneficiary commencing with the first
      day of the month 

 6

      subsequent to such Executive's retirement or death.  In the case of 
      retirement, the single distRibution referred to above will be paid on the 
      date specified or upon death, whichever occurs first.
      
All payments or distributions attributable to each Deferred Award of an 
Executive after his Termination shall be made by the Company on its behalf or on
behalf of the Subsidiary or Subsidiaries by which he was employed during the 
Year in which such Deferred Award was earned.  The Subsidiary shall reimburse 
the Company in the amount of such paid Deferred Awards.

Section 6.02  Deferred Awards elected to be paid on a date or dates certain in
any year or years prior to Termination shall be paid to the Executive in full in
cash on such date or dates.  

Section 6.03  At any time before or after Termination of an Executive who shall
have elected to receive one or more Deferred Awards, the Committee, if it finds
in its sole discretion that continued deferral of such Awards would result in
undue hardship to such Executive or his Beneficiary, may accelerate and pay in
cash all or any part of such Deferred Award or Deferred Awards by converting the
value of the accounts maintained for him in Investment Accounts into the cash
equivalent thereof on the same basis as if a payment in cash were being made as
provided in Section 6.01.  On the death of an Executive after his Termination,
the Committee, in its sole discretion, may accelerate one or more installments,
and change the form of payment or distribution in accordance with Section 6.01,
of any balance of his Deferred Awards and, in the event of relevant changes in
the Federal income tax laws, regulations and rulings or on termination of the
Plan, the Committee may, in its sole discretion, so accelerate or change the 
form of payment or distribution of any or all Deferred Awards.

Section 6.04  The provisions of Sections 6.01, 6.02, and 6.03 shall be subject
to provisions to paragraph (1) of Section 7.01.

                           7. GENERAL PROVISIONS

Section 7.01  (1) Anything in the Plan otherwise to the contrary 
notwithstanding, the Board may at any time under such circumstances as it in its
sole discretion may determine, convert all the accounts of Accountholders in the
Investment Accounts into cash credits, with future credits to the accounts of 
Accountholders being made solely in cash.  Accounts shall be so converted on the
basis of the value thereof as of the last preceding Valuation Date.  Any such 
cash credits to the accounts of Accountholders shall, after such conversion, 
solely bear interest until paid to the Accountholder or his Beneficiary 
compounded annually at such annual rate of interest as may be fixed by the 
Board.  The granting and payment of Deferred Awards in respect of such cash 
credits shall otherwise be in accordance with the other provisions of the Plan 
with such adjustments therein as the Committee may deem appropriate.

(2) Neither the Plan nor the payment of benefits hereunder nor any action by the
Company, any Subsidiary or the Committee shall be held or construed to confer
upon any person any right to be continued in the employ of the Company or of a
Subsidiary and the Company and each Subsidiary expressly reserves the right to
discharge, without liability, any Executive whenever in its sole discretion its
interest may so require.

 7

(3) No member of the Board or the Board of Directors of any Subsidiary or of the
Committee or any person to whom the Committee has delegated its authority
hereunder shall be liable for any action, or action hereunder, whether of
commission or omission, except in circumstances involving his bad faith, for
anything done or omitted to be done by himself.

(4) The Company or any Subsidiary shall not be required to segregate cash for 
any Investment Account.

(5) Notwithstanding the fact that an Investment Account may use Company Stock to
determine amounts credited or debited thereto, no Executive shall have voting or
other rights with respect to shares of such Company Stock.

(6) The Company or any Subsidiary shall not, by virtue of any provisions of this
Plan or by any action by any person hereunder, be deemed to be a trustee or 
other fiduciary of any property for any Accountholder or any Beneficiary of an
Accountholder and the liabilities of the Company or of any Subsidiary to any
Accountholder or his Beneficiary pursuant to the Plan shall be those of a debtor
only pursuant to such contractual obligations as are created by the Plan, and no
such obligation of the Company or of any Subsidiary shall be deemed to be 
secured by any pledge or other encumbrance on any property of the Company or of 
any Subsidiary.

(7) Except to the extent of the rights of the Beneficiary of an Accountholder,
no benefit payable under, or interest in, the Plan shall be subject in any 
manner to anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance or charge, and any such attempted action shall be void; and no such 
benefit or interest shall be in any manner liable for or subject to the debts, 
contracts, liabilities, engagements or torts of any Accountholder, former 
Accountholder or his Beneficiary.  If any Accountholder, former Accountholder or
Beneficiary shall become bankrupt or shall attempt to anticipate, alienate, 
sell, transfer, assign, pledge, encumber or charge any benefit payable under, or
interest in, the Plan, then the Committee in its discretion may hold or apply 
such benefit or interest or any part thereof to or for the benefit of such 
Accountholder, former Accountholder, or his Beneficiary, his spouse, children, 
blood relatives or other dependents, or any of them, in such manner and in such 
proportions as the Committee may consider proper.

(8) The Company shall on its behalf and on behalf of its Subsidiaries withhold
from payment of distribution of the Awards the required amounts of income and
other taxes.

(9) No member of the Committee shall be eligible for an award under the Plan.

(10) All questions pertaining to the construction, regulation, validity and
effect of the Plan shall be determined in accordance with the laws of the State
of New York.

            8. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

Section 8.01  The Board may from time to time amend, suspend or terminate the
Plan in whole or in part, and, if suspended or terminated, may reinstate any of
or all of its provisions, except that without the consent of the Executive, or,
if he is not living, his Beneficiary, no amendment, suspension or termination of
the Plan shall be made which materially adversely affects his rights with 
respect to awards previously made to him and except that the limitations set 
forth in Section 3.01 with respect to the amount of awards which may be granted 
under the Plan may be increased only with the 

 8

approval of a majority of the stockholders of the Company present, in person or 
by proxy, at a meeting of such stockholders at which a quorum is present.  In 
the absence of action by the stockholders of the Company, no awards shall be 
made under the Plan with respect to years after the calendar year 2005 and the 
Plan shall automatically terminate after all Deferred Awards made prior thereto
shall have been paid or distributed.  Notwithstanding the foregoing, no 
amendment which is material for purposes of the shareholder approval requirement
of Section 162(m) of the Code shall be effective in the absence of action by the
stockholders of the Company.

 COVER

                    (LOGO - UNION PACIFIC CORPORATION)
                                   1993

                   STOCK OPTION AND RETENTION STOCK PLAN

                                    of

                         UNION PACIFIC CORPORATION

                        Effective April 16, 1993 - 
                        Amended September 30, 1993
                           Amended July 28, 1994
                          Amended April 21, 1995

 1
                1993 STOCK OPTION AND RETENTION STOCK PLAN
                       OF UNION PACIFIC CORPORATION

1.   PURPOSE

     The purpose of the 1993 Stock Option and Retention Stock Plan
of Union Pacific Corporation is to promote and closely align the
interests of employees of Union Pacific Corporation and its
shareholders by providing stock based compensation.  The Plan is
intended to strengthen Union Pacific Corporation's ability to
reward performance which enhances long term shareholder value; to
increase employee stock ownership through performance based
compensation plans; and to strengthen the company's ability to
attract and retain an outstanding employee and executive team.  

2.   DEFINITIONS

     The following terms shall have the following meanings:

     "Act" means the Securities Exchange Act of 1934, as amended.

     "Approved Leave of Absence" means a leave of absence of
definite length approved by the Senior Vice President - Human
Resources of the Company, or by any other officer of the Company to
whom the Committee delegates such authority.

     "Award" means an award of Retention Shares pursuant to the
Plan.

     "Beneficiary" means any person or persons designated in
writing by a Participant to the Committee on a form prescribed by
it for that purpose, which designation shall be revocable at any
time by the Participant prior to his or her death, provided that,
in the absence of such a designation or the failure of the person
or persons so designated to survive the Participant, "Beneficiary"
shall mean such Participant's estate; and further provided that no
designation of Beneficiary shall be effective  unless it is
received by the Company before the Participant's death.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended, or
the corresponding provisions of any successor statute.

     "Committee" means the Committee designated by the Board to
administer the Plan pursuant to Section 3.

 2

     "Common Stock" means the Common Stock, par value $2.50 per
share, of the Company.

     "Company" means Union Pacific Corporation, a Utah corporation,
or any successor corporation.

     "Option" means each non-qualified stock option, incentive
stock option and stock appreciation right granted under the Plan.

     "Optionee" means any employee of the Company or a Subsidiary
(including directors who are also such employees) who is granted an
Option under the Plan.

     "Participant" means any employee of the Company or a Subsid-
iary (including directors who are also such employees) who is
granted an Award under the Plan.

     "Plan" means this 1993 Stock Option and Retention Stock Plan,
as amended from time to time.

     "Retention Shares" means shares of Common Stock subject to an
Award granted under the Plan.

     "Restriction Period" means the period defined in Section 9(a).

     "Subsidiary" means any corporation of which the Company owns
directly or indirectly at least a majority of the outstanding
shares of voting stock.
     
     "Vesting Condition" means any condition to the vesting of
Retention Shares established by the Committee pursuant to Section
9.

3.   ADMINISTRATION

     The Plan shall be administered by the Committee which shall be
comprised of not less than three members of the Board, none of whom
shall be employees of the Company or any Subsidiary.  The Committee
shall (i) grant Options to Optionees and make Awards of Retention
Shares to Participants, and (ii) determine the terms and conditions
of such Options and Awards of Retention Shares, all in accordance
with the provisions of the Plan.  The Committee shall have full
authority to construe and interpret the Plan, to establish, amend
and rescind rules and regulations relating to the Plan, to
administer the Plan, and to take all such steps and make all such
determinations in connection with the Plan and Options and Awards
granted thereunder as it may deem necessary or advisable. The
Committee may delegate its authority under the Plan to one or more
officers or employees of the Company or a Subsidiary, provided,
however, that no delegation shall be made of authority to take an
action which is required by Rule 16b-3 promulgated under the Act to
be taken by "disinterested persons" in order that the Plan and
transactions thereunder meet the requirements of such Rule.  Each
Option and grant of Retention 

 3

Shares shall, if required by the Committee, be evidenced by an
agreement to be executed by the Company and the Optionee or
Participant, respectively, and contain provisions not inconsistent
with the Plan.  All determinations of the Committee shall be by a
majority of its members and shall be evidenced by resolution,
written consent or other appropriate action, and the Committee's
determinations shall be final.  Each member of the Committee, while
serving as such, shall be considered to be acting in his or her
capacity as a director of the Company.

4.   ELIGIBILITY

     To be eligible for selection by the Committee to participate
in the Plan an individual must be an employee of the Company or a
Subsidiary.  Directors who are not full-time salaried employees
shall not be eligible.  In granting Options or Awards of Retention
Shares to eligible employees, the Committee shall take into account
the duties of the respective employees, their present and potential
contributions to the success of the Company or a Subsidiary, and
such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.

5.   STOCK SUBJECT TO THE PLAN

     Subject to the provisions of Section 11 hereof, the maximum
number and kind of shares as to which Options or Retention Shares
may at any time be granted under the Plan are 16 million shares of
Common Stock.  No Participant may receive Options or Awards
aggregating more than 10% of the shares of Common Stock available
under the Plan.  Shares of Common Stock subject to Options or
Awards under the Plan may be either authorized but unissued shares
or shares previously issued and reacquired by the Company.  Upon
the expiration, termination or cancellation (in whole or in part)
of unexercised Options, shares of Common Stock subject thereto
shall again be available for option or grant as Retention Shares
under the Plan.  Shares of Common Stock covered by an Option, or
portion thereof, which is surrendered upon the exercise of a stock
appreciation right, shall thereafter be unavailable for option or
grant as Retention Shares under the Plan.  Upon the forfeiture (in
whole or in part) of a grant of Retention Shares, the shares of
Common Stock subject to such forfeiture shall again be available
for option or grant as Retention Shares under the Plan if no
dividends have been paid on the forfeited shares, and otherwise
shall be unavailable for such an option or grant.

 4

6.   TERMS AND CONDITIONS OF NON-QUALIFIED OPTIONS

     All non-qualified options under the Plan shall be granted
subject to the following terms and conditions:

     (a)  Option Price.  The option price per share with respect to
each option shall be determined by the Committee but shall not be
less than 100% of the fair market value of the Common Stock on the
date the option is granted, such fair market value to be determined
in accordance with the procedures to be established by the
Committee.

     (b)  Duration of Options.  Options shall be exercisable at
such time or times and under such conditions as set forth in the
written agreement evidencing such option, but in no event shall any
option be exercisable subsequent to the tenth anniversary of the
date on which the option is granted.

     (c)  Exercise of Option.  Except as provided in Section  6(h),
6(i) or 8(c), the shares of Common Stock covered by an option may
not be purchased prior to the first anniversary of the date on
which the option is granted (unless the Committee shall determine
otherwise), or such longer period or periods, and subject to such
conditions, as the Committee may determine, but thereafter may be
purchased at one time or in such installments over the balance of
the option period as may be provided in the option.  Any shares not
purchased on the applicable installment date may, unless the
Committee shall have determined otherwise,  be purchased thereafter
at any time prior to the final expiration of the option.  To the
extent that the right to purchase shares has accrued thereunder,
options may be exercised from time to time by written notice to the
Company stating the number of shares with respect to which the
option is being exercised.

     (d)  Payment.  Shares of Common Stock purchased under options
shall, at the time of purchase, be paid for in full. All, or any
portion, of the option exercise price may, at the discretion of the
Committee, be paid by the surrender to the Company, at the time of
exercise, of shares of previously acquired Common Stock owned by
the Optionee, to the extent that such payment does not require the
surrender of a fractional share of such previously acquired Common
Stock.  In addition, to the extent permitted by the Committee, the
option exercise price may be paid by authorizing the Company to
withhold Common Stock otherwise issuable on exercise of the option. 
Such shares previously acquired or shares withheld to pay the
option exercise price shall be valued at fair market value on the
date the option is exercised in accordance with the procedures to
be established by the Committee.  A holder of an option shall have
none of the rights of a stockholder until the shares of Common
Stock are issued to him or her.  If an amount is payable by an
Optionee to the Company or a Subsidiary under applicable withhold-
ing tax laws in connection with the exercise of non-qualified
options, the Committee may, in its discretion and subject to such
rules as it may adopt, permit the Optionee to make such payment, in
whole or in part, by electing to authorize the Company to withhold
or accept shares of Common Stock having a fair market value equal
to the amount to be paid under such withholding tax laws.

 5

     (e)  Restrictions.  The Committee shall determine, with
respect to each option, the nature and extent of the restrictions,
if any, to be imposed on the shares of Common Stock which may be
purchased thereunder including restrictions on the transferability
of such shares acquired through the exercise of such option. 
Without limiting the generality of the foregoing, the Committee may
impose conditions restricting absolutely or conditionally the
transferability of shares acquired through the exercise of options
for such periods, and subject to such conditions, including
continued employment of the Optionee by the Company or a Subsid-
iary, as the Committee may determine.

     (f)  Purchase for Investment.  The Committee shall have the
right to require that each Optionee or other person who shall
exercise an option under the Plan represent and agree that any
shares of Common Stock purchased pursuant to such option will be
purchased for investment and not with a view to the distribution or
resale thereof or that such shares will not be sold except in
accordance with such restrictions or limitations as may be set
forth in the written agreement granting such option.

     (g)  Non-Transferability of Options.  During an Optionee's
lifetime, the option may be exercised only by the Optionee. 
Options shall not be transferable, except for exercise by the
Optionee's legal representatives or  heirs.

     (h)  Termination of Employment.  Upon the termination of an
Optionee's employment, for any reason other than death, the option
shall be exercisable only as to those shares of Common Stock which
were then subject to the exercise of such option, provided that (I)
in the case of disability as described below, any holding period
required by Section 6(c) shall automatically be deemed to be
satisfied and (II) the Committee may determine that particular
limitations and restrictions under the Plan shall not apply, and
such option shall expire according to the following schedule
(unless the Committee shall provide for shorter periods at the time
the option is granted):

          (i)  Retirement.  Option shall expire, unless exercised,
     five (5) years after the Optionee's retirement from the
     Company or any Subsidiary under the provisions of the
     Company's or a Subsidiary's pension plan.

          (ii)  Disability.  Option shall expire, unless exercised,
     five (5) years after the date the Optionee is eligible to
     receive disability benefits under the provisions of the
     Company's or a Subsidiary's long-term disability plan.

          (iii)  Gross Misconduct.  Option shall expire upon
     receipt by the Optionee of the notice of termination if he or
     she is terminated for deliberate, willful or gross misconduct
     as determined by the Company.

          (iv)  All Other Terminations.  Option shall expire,
     unless exercised, three (3) months after the date of such
     termination.

 6

     (i)  Death of Optionee.  Upon the death of an Optionee during
his or her period of employment, the option shall be exercisable
only as to those shares of Common Stock which were subject to the
exercise of such option at the time of his or her death, provided
that (I) any holding period required by Section 6(c) shall
automatically be deemed to be satisfied and (II) the Committee  may
determine that particular limitations and restrictions under the
Plan shall not apply, and such option shall expire, unless
exercised by the Optionee's legal representatives or  heirs, five
(5) years after the date of death (unless the Committee shall
provide for a shorter period at the time the option is granted).  

In no event, however, shall any option be exercisable pursuant to
Sections 6(h) or (i) subsequent to the tenth anniversary of the
date on which it is granted.

7.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

     (a)  General.  The Committee may also grant a stock apprecia-
tion right in connection with a non-qualified option, either at the
time of grant or by amendment.  Such stock appreciation right shall
cover the same shares covered by such option (or such lesser number
of shares of Common Stock as the Committee may determine) and
shall, except for the provisions of Section 6(d) hereof, be subject
to the same terms and conditions as the related non-qualified
option.

     (b)  Exercise and Payment.  Each stock appreciation right
shall entitle the Optionee to surrender to the Company unexercised
the related option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to the excess of the
fair market value of one share of Common Stock over the option
price per share times the number of shares covered by the option,
or portion thereof, which is surrendered.  Payment shall be made in
shares of Common Stock valued at fair market value, or in cash, or
partly in shares and partly in cash, all as shall be determined by
the Committee.  The fair market value shall be the value determined
in accordance with procedures established by the Committee.  Stock
appreciation rights may be exercised from time to time upon actual
receipt by the Company of written notice stating the number of
shares of Common Stock with respect to which the stock appreciation
right is being exercised, provided that if a stock appreciation
right expires unexercised, it shall be deemed exercised on the
expiration date if any amount would be payable with respect
thereto.  No fractional shares shall be issued but instead cash
shall be paid for a fraction or, if the Committee should so
determine, the number of shares shall be rounded downward to the
next whole share.  If an amount is payable by an Optionee to the
Company or a Subsidiary under applicable withholding tax laws in
connection with the exercise of stock appreciation rights, the
Committee may, in its discretion and subject to such rules as it
may adopt, permit the Optionee to make such payment, in whole or in
part, by electing to authorize the Company to withhold or accept
shares of Common Stock having a fair market value equal to the
amount to be paid under such withholding tax laws.

 7

     (c)  Restrictions.  The obligation of the Company to satisfy
any stock appreciation right exercised by an Optionee subject to
Section 16 of the Act shall be conditioned upon the prior receipt
by the Company of an opinion of counsel to the Company that any
such satisfaction will not create an obligation on the part of such
Optionee pursuant to Section 16(b) of the Act to reimburse the
Company for any statutory profit which might be held to result from
such satisfaction.

8.   TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS.

     (a)  General.  The Committee may also grant incentive stock
options as defined under section 422 of the Code.  All incentive
stock options issued under the Plan shall, except for the provi-
sions of Sections 6(h) and (i) and Section 7 hereof, be subject to
the same terms and conditions as the non-qualified options granted
under the Plan.  In addition, incentive stock options shall be
subject to the conditions of Sections 8(b), (c), (d) and (e).

     (b)  Limitation of Exercise.  The aggregate fair market value
(determined as of the date the incentive stock option is granted)
of the shares of stock with respect to which incentive stock
options are exercisable for the first time by such Optionee during
any calendar year, under this Plan or any other stock option plans
adopted by the Company, its Subsidiaries or any predecessor
companies thereof, shall not exceed $100,000.  If any incentive
stock options become exercisable in any year in excess of the
$100,000 limitation, options representing such excess shall become
non-qualified options exercisable pursuant to the terms of Section
6 hereof and shall not be exercisable as incentive stock options.

     (c)  Termination of Employment.  Upon the termination of an
Optionee's employment, for any reason other than death, his or her
incentive stock option shall be exercisable only as to those shares
of Common Stock which were then subject to the exercise of such
option provided that (I) in the case of disability as described
below, any holding period required by Section 6(c) shall automati-
cally be deemed to be satisfied and (II) the Committee may
determine that particular limitations and restrictions under the
Plan shall not apply, and such option shall expire as an incentive
stock option (but shall become a non-qualified option exercisable
pursuant to the terms of Section 6 hereof less the period already
elapsed under such Section), according to the following schedule
(unless the Committee shall provide for shorter periods at the time
the incentive stock option is granted):

          (i)  Retirement.  An incentive stock option shall expire,
     unless exercised, three (3) months after the Optionee's
     retirement from the Company or any Subsidiary under the
     provisions of the Company's or a Subsidiary's pension plan.

          (ii)  Disability.  In the case of an Optionee who is
     disabled within the meaning of section 22(e)(3) of the Code,
     an incentive stock option shall expire, unless exercised, one
     (1) year after the earlier of the date the Optionee terminates
     employment or the date the Optionee is eligible to receive
     disability benefits under the provisions of the Company's or
     a Subsidiary's long-term disability plan.

 8

          (iii)  Gross Misconduct.  An incentive stock option shall
     expire upon receipt by the Optionee of the notice of termina-
     tion if he or she is terminated for deliberate, willful or
     gross misconduct as determined by the Company.

          (iv)  All Other Terminations.  An incentive stock option
     shall expire, unless exercised, three (3) months after the
     date of such termination.

     (d)  Death of Optionee.  Upon the death of an Optionee during
his or her period of employment, the incentive stock option shall
be exercisable as an incentive stock option only as to those shares
of Common Stock which were subject to the exercise of such option
at the time of death, provided that (I) any holding period required
by Section 6(c) shall automatically be deemed to be satisfied, and
(II) the Committee may determine that particular limitations and
restrictions under the Plan shall not apply, and such option shall
expire, unless exercised by the Optionee's legal representatives or 
heirs, five (5) years after the date of death (unless the Committee
shall provide for a shorter period at the time the option is
granted).

     (e)  Leave of Absence.  A leave of absence, whether or not an
Approved Leave of Absence, shall be deemed a termination of
employment for purposes of Section 8.

In no event, however, shall any incentive stock option be exercis-
able pursuant to Sections 8(c) or (d) subsequent to the tenth
anniversary of the date on which it was granted.

9.   TERMS AND CONDITIONS OF AWARDS OF RETENTION STOCK

     (a)  General.  Retention Shares may be granted only to reward
the attainment of individual,  Company or Subsidiary goals, or to
attract or retain officers or other employees of the Company or any
Subsidiary, and shall be granted subject to the attainment of
performance goals unless the Committee shall determine otherwise. 
With respect to each grant of Retention Shares under the Plan, the
Committee shall determine the period or periods, including any
conditions for determining such period or periods, during which the
restrictions set forth in Section 9(b) shall apply, provided that
in no event, other than as provided in Section 9(c), shall such
restrictions terminate prior to 3 years after the date of grant
(the "Restriction Period"), and may also specify any other terms or
conditions to the right of the Participant to receive such
Retention Shares ("Vesting Conditions").  Subject to Section 9(c)
and any such Vesting Condition, a grant of Retention Shares shall
be effective for the Restriction Period and may not be revoked.  

     (b)  Restrictions.  At the time of grant of Retention Shares
to a Participant, a certificate representing the number of shares
of Common Stock granted shall be registered in the Participant's
name but shall be held by the Company for his or her account.  The
Participant shall have the entire beneficial ownership interest in,
and all rights and privileges of a stockholder as to, such
Retention Shares, including the right to vote such Retention Shares
and, unless the Committee shall determine otherwise, the right to
receive dividends thereon, subject to the 

 9

following:  (i) subject to Section 9(c), the Participant shall not 
be entitled to delivery of the stock certificate until the 
expiration of the Restriction Period and the satisfaction of any
Vesting Conditions; (ii) none of the Retention Shares may be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed
of during the Restriction Period or prior to the satisfaction of 
any Vesting Conditions; and (iii) all of the Retention Shares shall
be forfeited and all rights of the Participant to such Retention 
Shares shall terminate without further obligation on the part of
the Company unless the Participant remains in the continuous 
employment of the Company or a Subsidiary for the entire Restriction
Period, except as provided by Sections 9(a) and 9(c), and any 
applicable Vesting Conditions have been satisfied.  Any shares of 
of Common Stock or other securities or property received as a result 
of a transaction listed in Section 11 shall be subject to the same 
restrictions as such Retention Shares unless the Committee shall determine
otherwise.

     (c)  Termination of Employment.

          (i)  Disability and Retirement.  Unless the Committee
     shall determine otherwise at the time of grant of Retention
     Shares, if (A) a Participant ceases to be an employee of the
     Company or a Subsidiary prior to the end of a Restriction
     Period, by reason of disability under the provisions of the
     Company's or a Subsidiary's long-term disability plan or
     retirement under the provisions of the Company's or a
     Subsidiary's pension plan either (i) at age 65 or (ii) prior
     to age 65 at the request of the Company or a Subsidiary, and
     (B) all Vesting Conditions have been satisfied, the Retention
     Shares granted to such Participant shall immediately vest and
     all restrictions applicable to such shares shall lapse.  A
     certificate for such shares shall be delivered to the Partici-
     pant in accordance with the provisions of Section 9(d).

          (ii)  Death.  Unless the Committee shall determine
     otherwise at the time of grant of Retention Shares, if (A) a
     Participant ceases to be an employee of the Company or a
     Subsidiary prior to the end of a Restriction Period by reason
     of death, and (B) all Vesting Conditions have been satisfied,
     the Retention Shares granted to such Participant shall
     immediately vest in his or her Beneficiary, and all restric-
     tions applicable to such shares shall lapse.  A certificate
     for such shares shall be delivered to the Participant's
     Beneficiary in accordance with the provisions of Section 9(d).

          (iii)  All Other Terminations.  If a Participant ceases
     to be an employee of the Company or a Subsidiary prior to the
     end of a Restriction Period for any reason other than death,
     disability or retirement as provided in Section 9(c)(i) and
     (ii), the Participant shall immediately forfeit all Retention
     Shares then subject to the restrictions of Section 9(b) in
     accordance with the provisions thereof, except that the
     Committee may, if it finds that the circumstances in the
     particular case so warrant, allow a Participant whose employ-
     ment has so terminated to retain any or all of the Retention
     Shares then subject to the restrictions of Section 9(b) and
     all restrictions applicable to such retained shares shall
     lapse.  A certificate for such retained shares shall be
     delivered to the Participant in accordance with the provisions
     of Section 9(d).

 10

          (iv) Vesting Conditions.  Unless the Committee shall
     determine otherwise at the time of grant of Retention Shares,
     if a Participant ceases to be an employee of the Company for
     any reason prior to the satisfaction of any Vesting Condi-
     tions, the Participant shall immediately forfeit all Retention
     Shares then subject to the restrictions of Section 9(b) in
     accordance with the provisions thereof, except that the
     Committee may, if it finds that the circumstances in the
     particular case so warrant, allow a Participant whose employ-
     ment has so terminated to retain any or all of the Retention
     Shares then subject to the restrictions of Section 9(b) and
     all restrictions applicable to such retained shares shall
     lapse.  A certificate for such retained shares shall be
     delivered to the Participant in accordance with the provisions
     of Section 9(d).

     (d)  Payment of Retention Shares.  At the end of the Restric-
tion Period and after all Vesting Conditions have been satisfied,
or at such earlier time as provided for in Section 9(c) or as the
Committee, in its sole discretion, may otherwise determine, all
restrictions applicable to the Retention Shares shall lapse, and a
stock certificate for a number of shares of Common Stock equal to
the number of Retention Shares, free of all restrictions, shall be
delivered to the Participant or his or her Beneficiary, as the case
may be.  If an amount is payable by a Participant to the Company or
a Subsidiary under applicable withholding tax laws in connection
with the lapse of such restrictions, the Committee, in its sole
discretion, may permit the Participant to make such payment, in
whole or in part, by authorizing the Company to transfer to the
Company Retention Shares otherwise deliverable to the Participant
having a fair market value equal to the amount to be paid under
such withholding tax laws.

10.  REGULATORY APPROVALS AND LISTING

     The Company shall not be required to issue to an Optionee,
Participant or a Beneficiary, as the case may be, any certificate
for any shares of Common Stock upon exercise of an option or for
any Retention Shares granted under the Plan prior to (i) the
obtaining of any approval from any governmental agency which the
Company, in its sole discretion, shall determine to be necessary or
advisable, (ii) the admission of such shares to listing on any
stock exchange on which the Common Stock may then be listed, and
(iii) the completion of any registration or other qualification of
such shares under any state or Federal law or rulings or regula-
tions of any governmental body which the Company, in its sole
discretion, shall determine to be necessary or advisable.

11.  ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION

     In the event of a recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation,
rights offering, separation, spin-off, reorganization or liquida-
tion, or any other change in the corporate structure or shares of
the Company, the Board, upon recommendation of the Committee, may
make such equitable adjustments as it may deem appropriate in the

 11

number and kind of shares authorized by the Plan, in the option
price of outstanding Options, and in the number and kind of shares
or other securities or property subject to Options or covered by
outstanding Awards.

12.  TERM OF THE PLAN

     No Options or Retention Shares shall be granted pursuant to
the Plan after April 16, 2003, but grants of Options and Retention
Shares theretofore granted may extend beyond that date and the
terms and conditions of the Plan shall continue to apply thereto.

13.  TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time terminate the Plan with respect to
any shares of Common Stock not at that time subject to outstanding
Options or Awards, and may from time to time alter or amend the
Plan or any part thereof (including, but without limiting the
generality of the foregoing, any amendment deemed necessary to
ensure that the Company may obtain any approval referred to in
Section 10 or to ensure that the grant of Options or Awards, the
exercise of Options or payment of Retention Shares or any other
provision or the Plan complies with Section 16(b) of the Act),
provided that no change with respect to any Options or Retention
Shares theretofore granted may be made which would impair the
rights of an Optionee or Participant without the consent of such
Optionee or Participant and, further, that without the approval of
stockholders, no alteration or amendment may be made which would
(i) increase the maximum number of shares of Common Stock subject
to the Plan as set forth in Section 5 (except by operation of
Section 11), (ii) extend the term of the Plan, (iii) change the
class of eligible persons who may receive Options or Awards of
Retention Shares under the Plan or (iv) increase the limitation set
forth in Section 5 on the maximum number of shares that any
Participant may receive under the Plan.

14.  LEAVE OF ABSENCE

     Unless the Committee shall determine otherwise, a leave of
absence other than an Approved Leave of Absence shall be deemed a
termination of employment for purposes of the Plan.  An Approved
Leave of Absence shall not be deemed a termination of employment
for purposes of the Plan (except for purposes of Section 8), but
the period of such Leave of Absence shall not be counted toward
satisfaction of any Restriction Period or any holding period
described in Section 6(c).

15.  GENERAL PROVISIONS

     (a)  Neither the Plan nor the grant of any Option or Award nor
any action by the Company, any Subsidiary or the Committee shall be
held or construed to confer upon any person 

 12

any right to be continued in the employ of the Company or a Subsidiary.  
The Company and each Subsidiary expressly reserve the right to
discharge, without liability but subject to his or her rights under
the Plan, any Optionee or Participant whenever in the sole
discretion of the Company or a Subsidiary, as the case may be, its
interest may so require.

     (b)  All questions pertaining to the construction, regulation,
validity and effect of the Plan shall be determined in accordance
with the laws of the State of Utah, without regard to conflict of
laws doctrine.

16.  EFFECTIVE DATE

     The Plan shall become effective upon approval of the stock-
holders of the Company.

                                                                 Exhibit 11

           UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                   COMPUTATION OF EARNINGS PER SHARE
                   ---------------------------------

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

                                                        Three Months
                                                       Ended March 31,
                                                    ----------------------

                                                      1995          1994
                                                    --------      --------
                                                            
Average number of shares outstanding...........      205,073       205,108 

Average shares issuable on exercise of stock
  options less shares repurchasable from 
  proceeds.....................................          459           592 
                                                    --------      --------

Total average number of common and common
  equivalent shares............................      205,532       205,700 
                                                    ========      ======== 

Income from continuing operations..............     $190,681      $285,437 

Loss from discontinued operations (Note 4).....           --        (2,139)
                                                    --------      --------

Net Income.....................................     $190,681      $283,298 
                                                    ========      ======== 

Earnings per share:

  Income from continuing operations............     $   0.93      $   1.39 

  Loss from discontinued operations............           --         (0.01)
                                                    --------      --------

  Net Income...................................     $   0.93      $   1.38 
                                                    ========      ======== 

                                                                Exhibit 12

           UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

           COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                     (In Thousands, Except Ratios)
                              (Unaudited)

                                                        Three Months        
                                                       Ended March 31,
                                                   -----------------------
                                                     1995           1994
                                                   --------       --------   
                                                            
Earnings:
  Income from continuing operations..............  $190,681       $285,437 
  Add (deduct) distributions greater (to
      extent less) than income of unconsolidated
      affiliates.................................   (13,187)       (13,809)
                                                   --------       --------

            Total................................   177,494        271,628 
                                                   --------       --------

Income Taxes:
  Federal, state and local.......................    97,095        143,614 
                                                   --------       --------
 
Fixed Charges:
  Interest expense including amortization of
      debt discount..............................    88,818         76,454 
  Portion of rentals representing an interest
      factor.....................................    14,995         12,267 
                                                   --------       --------
            Total................................   103,813         88,721
                                                   --------       --------

Earnings available for fixed charges.............  $378,402       $503,963 
                                                   ========       ======== 

Fixed Charges -- as above........................  $103,813       $ 88,721 
Interest capitalized.............................       394            545
                                                   --------       --------

            Total fixed charges..................  $104,207       $ 89,266 
                                                   ========       ======== 

Ratio of earnings to fixed charges (Note 6)......       3.6            5.6 
                                                   ========       ======== 

  

 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

                                           3-MOS
                                 DEC-31-1994
                                      MAR-31-1995
                                                     97
                                                0
                                             620
                                                0
                                               280
                                        1,481
                                                 19,210
                                          6,839
                                         15,616
                                   2,046
                                                 4,202
                                                  580
                                       0
                                                 0
                                              4,624
                           15,616
                                                     0
                                        1,978
                                                       0
                                           1,613
                                           30
                                            0
                                         89
                                           288
                                               97
                                       191
                                              0
                                             0
                                                   0
                                              191
                                            0.93
                                               0