FORM 10-Q
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004

(Mark One)

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

For the quarterly period ended March 31, 1996

                                      OR

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

For the transition period from _____________________ to ______________________

Commission file number 1-6075

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

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

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

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

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

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

    As of April 30, 1996, there were 205,818,473 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, 1996 and 1995............       1

         CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION -
           At March 31, 1996 and December 31, 1995...............     2 - 3

         CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS - For
           the Three Months Ended March 31, 1996 and 1995........       4

         CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS -
           For the Three Months Ended March 31, 1996 and 1995....       4

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

Item 2:  Management's Discussion and Analysis of Financial
           Condition and Results of Operations...................     9 - 15

                          PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings.......................................       16

Item 4:  Submission of Matters to a Vote of Security
         Holders.................................................       16

Item 6:  Exhibits and Reports on Form 8-K........................    16 - 17

Signature........................................................       18

 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, 1996 and 1995
             --------------------------------------------------
         (Amounts in Millions, Except Ratio and Per Share Amounts)
                                (Unaudited)

                                                    1996       1995
                                                  -------    -------
                                                       
Operating Revenues (Note 3).................      $ 1,968    $ 1,664 
                                                  -------    -------

Operating Expenses (Note 3):
  Salaries, wages and employee benefits.....          773        656 
  Equipment and other rents.................          227        163 
  Depreciation and amortization ............          172        138 
  Fuel and utilities (Note 5)...............          164        126 
  Materials and supplies....................          117         89 
  Other costs...............................          250        213 
                                                  -------    -------

     Total..................................        1,703      1,385 
                                                  -------    -------

Operating Income............................          265        279 

Other Income - Net..........................           18         49 

Interest Expense (Notes 2, 3, 4 and 5)......         (117)       (91)

Corporate Expenses..........................          (28)       (30)
                                                  -------    -------

Income before Income Taxes..................          138        207 

Income Taxes................................          (31)       (77)
                                                  -------    -------

Income from Continuing Operations...........          107        130 

Income from Discontinued Operations, Net
  of Income Taxes of $27 Million in 1996
  and $20 Million in 1995 (Note 4)..........           49         61 
                                                  -------    -------

Net Income..................................      $   156    $   191 
                                                  =======    ======= 

Earnings Per Share:

  Income from Continuing Operations.........      $  0.52    $  0.63 

  Income from Discontinued Operations.......         0.24       0.30
                                                  -------    -------

  Net Income................................      $  0.76    $  0.93 
                                                  =======    ======= 

Weighted Average Number of Shares...........        206.3      205.5 

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

Ratio of Earnings to Fixed Charges (Note 6).          1.9        2.9 

 2

        UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

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

                                                    March 31,   December 31, 
ASSETS                                                 1996         1995
                                                    ---------    ---------
                                                           
Current Assets:

  Cash and temporary investments................    $      79    $     230 
  Accounts receivable ..........................          447          349 
  Inventories...................................          227          238 
  Notes receivable (Note 4).....................          652          653 
  Other current assets..........................          241          209 
                                                    ---------    ---------

       Total Current Assets.....................        1,646        1,679 
                                                    ---------    ---------

Investments:

  Investments in and advances to affiliated
     companies (Note 2).........................        1,261        1,260 
  Other investments.............................          186          187 
                                                    ---------    ---------

       Total Investments........................        1,447        1,447 
                                                    ---------    ---------
Properties:

  Railroad:

    Road and other..............................       13,038       12,888 
    Equipment...................................        5,111        5,004 
                                                    ---------    ---------

       Total Railroad...........................       18,149       17,892 
                                                    ---------    ---------

  Trucking......................................          743          744 
                                                    ---------    ---------
  Other.........................................          114          112 
                                                    ---------    ---------

      Total Properties..........................       19,006       18,748 

  Accumulated depreciation......................       (4,746)      (4,643)
                                                    ---------    ---------

      Properties - Net .........................       14,260       14,105 
                                                    ---------    ---------

Net Assets of Discontinued Operations (Note 4)..        1,361        1,312 

Excess Acquisition Costs - Net (Note 3).........          717          730 

Other Assets....................................          178          173 
                                                    ---------    ---------

      Total Assets..............................    $  19,609    $  19,446 
                                                    =========    ========= 

 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                   1996        1995    
                                                    --------- ------------
                                                           
Current Liabilities:

  Accounts payable................................  $     130    $     145 
  Accrued wages and vacation......................        299          284 
  Income and other taxes..........................        181          178 
  Accrued casualty costs..........................        189          192 
  Dividends and interest..........................        187          203 
  Debt due within one year........................        225          132 
  Other current liabilities.......................        763          765 
                                                    ---------    ---------

     Total Current Liabilities....................      1,974        1,899 
                                                    ---------    ---------

Debt Due After One Year (Notes 2, 3 and 4)........      6,129        6,232 

Deferred Income Taxes.............................      3,595        3,498 

Retiree Benefits Obligation.......................        609          588 

Other Long-Term Liabilities (Note 7)..............        640          649 

Minority Interest in Consolidated 
  Subsidiary (Note 4).............................        226          216 

Stockholders' Equity:

  Common stock, $2.50 par value, authorized
    500,000,000 shares, 232,665,185 shares issued
    in 1996, 232,317,010 shares issued in 1995....        582          581 
  Paid-in surplus.................................      2,129        2,111 
  Retained earnings...............................      5,394        5,327 
  Treasury stock, at cost, 26,945,725 shares in
    1996, 26,737,806 shares in 1995...............     (1,669)      (1,655)
                                                    ---------    ---------

    Total Stockholders' Equity....................      6,436        6,364 
                                                    ---------    ---------

    Total Liabilities and Stockholders' Equity....  $  19,609    $  19,446 
                                                    =========    ========= 

 4

            UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

              CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
            For the Three Months Ended March 31, 1996 and 1995
            --------------------------------------------------
                          (Millions of Dollars)
                               (Unaudited)

                                                              1996       1995
                                                            -------    -------
                                                                 
Cash flows from operating activities:

   Net Income..........................................     $   156    $   191 

   Non-cash items included in income:
       Depreciation and amortization...................         172        138
       Deferred income taxes...........................         (54)        23
       Other - net.....................................          79         83
   Income from discontinued operations (Note 4)........         (49)       (61)
   Changes in current assets and liabilities...........         (43)      (124)
                                                            -------    -------

       Cash from operations............................         261        250
                                                            -------    -------

Cash flows from investing activities:

   Capital investments.................................        (259)      (178)
   Other - net.........................................          13        267
                                                            -------    -------

       Cash (used in) provided by investing activities.        (246)        89
                                                            -------    -------

Cash flows from equity and financing activities:

   Dividends paid......................................         (89)       (88)
   Debt repaid.........................................        (678)      (259)
   Financings..........................................         668         -- 
   Other - net.........................................         (67)       (21)
                                                            -------    -------

      Cash used in equity and financing................        (166)      (368)
                                                            -------    ------- 

      Net decrease in cash and temporary investments...     $  (151)   $   (29)
                                                            =======    ======= 

             CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS
               For the Three Months Ended March 31, 1996 and 1995
                (Amounts in Millions, Except Per Share Amounts)
                                  (Unaudited)

                                                            1996         1995
                                                          -------      -------
                                                                 
Balance at Beginning of Year...........................   $ 5,327      $ 4,734 

Net Income.............................................       156          191 
                                                          -------      -------

       Total...........................................     5,483        4,925 

Dividends Declared ($0.43 per share in 
       1996 and 1995)..................................       (89)         (89)
                                                          -------      -------

       Balance at End of Period........................   $ 5,394      $ 4,836 
                                                          =======      ======= 

 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, 1995 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,
   1995.  The results of operations for the three months ended March 31, 1996
   are not necessarily indicative of the results for the entire year ending
   December 31, 1996.

2. Acquisition of Southern Pacific Rail Corporation (Southern Pacific) - In
   August 1995, the Corporation and Southern Pacific entered into a definitive
   merger agreement (the Agreement) providing for the acquisition of Southern
   Pacific by UPC.  Under the terms of the Agreement, UPC completed a 
   first-step cash tender offer in September 1995, pursuant to which 
   approximately 39 million, or 25%, of the outstanding common shares of
   Southern Pacific were acquired at a price of $25 per share.  The cash tender 
   offer was funded with $976 million in borrowings under the Corporation's 
   then existing credit facilities.   
   
   Following the effective date of final approval of the Southern Pacific
   acquisition by the Surface Transportation Board (STB) of the U.S. Department
   of Transportation--the successor to the Interstate Commerce Commission--
   which is expected in September 1996, UPC will complete the acquisition by
   exchanging the remaining Southern Pacific common shares, at the holder's
   election and subject to proration, for $25 in cash or 0.4065 shares of the
   Corporation's common stock.  

   Should the STB not approve the acquisition or should UPC elect not to
   complete the acquisition because the STB imposes onerous conditions which
   prevent UPC from realizing the economic benefits of the business combination
   with Southern Pacific, a subsequent disposition of the Southern Pacific
   shares owned by the Corporation could result in a significant loss. However,
   UPC continues to believe that the Southern Pacific acquisition will be
   approved without onerous conditions.

   The business combination with Southern Pacific will be accounted for as a
   purchase.  Until the merger's consummation, the Corporation will account for
   its investment in Southern Pacific using the equity method.  Although the
   purchase price allocation will not be finalized until after the STB renders
   its decision, initial estimates indicate that the fair value of tangible
   assets acquired will exceed the purchase price.

 6

3. Acquisition of Chicago and North Western Transportation Company (CNW) - In
   April 1995, UPC completed the acquisition of the remaining 71.6% of CNW's
   outstanding common stock not previously owned by the Corporation for
   approximately $1.2 billion.  Prior to the acquisition, CNW was the nation's
   eighth largest railroad. The Corporation funded the acquisition through the
   issuance of additional debt.  The acquisition of CNW has been accounted for
   as a purchase and CNW's financial results were consolidated with the
   Corporation effective May 1, 1995. 

4. Union Pacific Resources Group Inc. (Resources) - In July 1995, the
   Corporation's Board of Directors approved a formal plan to divest of UPC's
   natural resources business through an initial public offering (IPO) followed
   by a distribution of the shares owned by the Corporation to its
   stockholders.  The distribution is expected to occur in the fourth quarter
   1996, after receipt of a favorable Internal Revenue Service ruling and
   consummation or termination of the Southern Pacific acquisition.

   The IPO of 42.5 million Resources' shares at $21 per share was completed in
   October 1995, and generated net proceeds of $844 million.  At that time,
   Resources distributed to UPC a dividend of $1,621 million ($912 million in
   cash, $650 million in 8.5% notes due within 90 days of the stock
   distribution and a $59 million intercompany balance owed to the
   Corporation).  UPC used the cash proceeds to repay outstanding commercial
   paper.    
   
   Resources' results have been reported as a discontinued operation in the
   Corporation's condensed consolidated financial statements for all periods
   presented.

   The following summarized financial information is derived from Resources'
   condensed consolidated financial statements to be contained in Resources'
   first quarter 1996 Quarterly Report on Form 10-Q, which will be filed with
   the Securities and Exchange Commission no later than May 15, 1996, and is
   presented to provide additional information on Resources' financial results
   to the Corporation's stockholders:  

                                            March 31,     December 31,
                                              1996            1995     
                                            ---------     ------------
                                               (Millions of Dollars)
                                                      
   Current assets                            $  353          $  420
   Non-current assets                         2,875           2,889
   Current liabilities                          929           1,067  
   Non-current liabilities                      938             930
   Stockholders' equity                       1,361           1,312

                                            March 31,       March 31,
                                              1996            1995
                                            ---------       ---------
                                               (Millions of Dollars)
                                                       
   Operating revenues                        $  390          $  325
   Operating income                              97              86
   Net income                                    59              61

   Financial Instruments: Resources uses swaps, futures and forward contracts
   to protect against unfavorable hydrocarbon price movements. Credit risk
   related to these activities is managed by requiring that counterparties meet
   minimum credit standards.  At March 31, 1996, the largest credit risk

 7

   associated with any of Resources' counterparties was approximately $14
   million, which was partially secured by a $10 million letter of credit.

   At March 31, 1996, Resources had entered into near-term futures contracts
   and price swaps for May-June 1996 with respect to average natural gas sales
   volumes of 238 MMcfd at $1.81/Mcf which had a total unrecognized  
   mark-to-market loss of $2 million.  Resources had also entered into financial
   contracts related to long-term fixed price commitments for 85.2 Bcf which
   had a total unrecognized mark-to-market loss of $13 million at March 31,
   1996.
   
5. Financial Instruments - The Corporation uses derivative financial
   instruments in limited instances for other than trading purposes to manage
   risk as it relates to fuel prices and interest rates.  Where the Corporation
   has fixed interest rates or fuel prices through the use of swaps, futures or
   forward contracts, the Corporation has mitigated the downside risk of
   adverse price and rate movements; however, it has also limited future gains
   from favorable movements. 

   The Corporation addresses market risk related to these instruments by
   selecting instruments whose value fluctuations highly correlate with the
   underlying item being hedged.  Credit risk related to derivative financial
   instruments, which is minimal, is managed by requiring minimum credit
   standards for counterparties and periodic settlements.  The largest credit
   risk associated with any of the Corporation's counterparties was $18 million
   at March 31, 1996.  The Corporation has not been required to provide, nor
   has it received, any significant amount of collateral relating to its
   hedging activity.  

   The fair market value of the Corporation's derivative financial instrument
   positions at March 31, 1996 was determined based upon current fair market
   values as quoted by recognized dealers or developed based upon the present
   value of future cash flows discounted at the applicable zero coupon U.S.
   treasury rate and swap spread.

   Interest Rates - The Corporation controls its overall risk to fluctuations
   in interest rates by managing the proportion of fixed and floating rate debt
   instruments within its debt portfolio over a given period.  Derivatives are
   used in limited circumstances as one of the tools to obtain the targeted
   mix.  The mix of fixed and floating rate debt is largely managed through the
   issuance of targeted amounts of such debt as debt maturities occur or as
   incremental borrowings are required.  The Corporation also obtains
   additional flexibility in managing interest cost and the interest rate mix
   within its debt portfolio by issuing callable fixed rate debt securities. 

   At March 31, 1996, the Corporation had outstanding interest rate swaps on
   $226 million of notional principal amount of debt (4% of the total debt
   portfolio) with a gross fair market value asset position of $18 million and
   a gross fair market value liability position of $10 million.  These
   contracts mature over the next one to nine years. Interest rate hedging
   activity increased first quarter 1996 interest expense by $2 million.

   Fuel - Over the past three years, fuel costs approximated 9 percent of the
   Corporation's total operating expenses.  As a result of the significance of
   the fuel costs and the historical volatility of fuel prices, the Corporation
   periodically uses swaps, futures and forward contracts to mitigate the

 8

   impact of fuel price volatility.   The intent of this program is to protect
   the Corporation's operating margins and overall profitability from adverse
   fuel price changes.  

   At March 31, 1996, the Corporation had hedged 33% of the remaining 1996 fuel
   consumption of Union Pacific Railroad Company and its affiliate Missouri 
   Pacific Railroad Company (collectively the Railroad) at $0.46 per 
   gallon on a Gulf Coast basis, while Overnite Transportation Company had 
   not hedged any of its 1996 fuel requirements.  At March 31, 1996, the 
   Corporation had outstanding swap agreements covering the Railroad's fuel 
   purchases of $95 million with a gross and net asset position of $12 
   million.  Fuel hedging lowered first quarter 1996 fuel costs by $4
   million.

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

7. Commitments and Contingencies - There are various lawsuits pending against
   the Corporation and certain of its subsidiaries.  The Corporation is also
   subject to Federal, state and local environmental laws and regulations and
   is currently participating in the investigation and remediation of numerous
   sites.  Where the remediation costs can be reasonably determined, and where
   such remediation is probable, the Corporation has recorded a liability.  In
   addition, the Corporation has entered into commitments and provided
   guarantees for specific financial and contractual obligations of its
   subsidiaries and affiliates.  The Corporation does not expect that the
   lawsuits, environmental costs, commitments or guarantees will have a
   material adverse effect on its consolidated financial condition or its
   results of operations.  

   Management does not anticipate that the ultimate resolution of the matters
   described in Part I, Item 3. Legal Proceedings of the Corporation's 1995
   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.

8. Accounting Pronouncements - The Financial Accounting Standards Board (FASB) 
   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. Initial adoption of Statement
   121 did not have a material effect on UPC's operating results or financial
   condition.  

   The FASB also issued Statement No. 123, "Accounting for Stock-Based
   Compensation," which encourages, but does not require, employers to adopt a
   fair value method of accounting for employee stock-based compensation, and
   which requires increased stock-based compensation disclosure if expense
   recognition is not adopted.  The Corporation has not elected expense
   recognition for stock options and therefore implementation of this 
   Statement had no effect on UPC's operating results or financial condition.

 9

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

              UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                            RESULTS OF OPERATIONS

            Quarter Ended March 31, 1996 Compared to March 31, 1995 

CORPORATE REOGRANIZATION
Chicago and North Western Transportation Company (CNW) - In April 1995, Union
Pacific Corporation (the Corporation or UPC) acquired the remaining 71.6% of
CNW's outstanding common stock not previously owned by UPC for $1.2 billion.  
The acquisition of CNW was accounted for as a purchase and CNW's financial
results were consolidated with UPC beginning in May 1995.

Natural Resources Divestiture - In July 1995, UPC's Board of Directors approved
a formal plan to exit its natural resources business.  The plan includes an
initial public offering (IPO) of  Union Pacific Resources Group Inc.'s
(Resources) common stock (which occurred in October 1995) followed by the
distribution of UPC's remaining interest in Resources to the Corporation's
stockholders on a tax-free, pro-rata basis once UPC has received a favorable
ruling from the Internal Revenue Service (IRS) as to the tax-free nature of the
distribution and after the completion or termination of the acquisition of
Southern Pacific Rail Corporation (Southern Pacific). 

Southern Pacific Acquisition - In August 1995, UPC and Southern Pacific entered
into a definitive merger agreement (the Agreement) providing for the acquisition
of Southern Pacific by UPC.  Under the terms of the Agreement, UPC acquired 25%
of Southern Pacific's common stock in a first-step cash tender offer in 
September 1995. UPC deposited these shares in an independent voting trust
pending regulatory approval of the acquisition. Following the effective date
of final approval of the Southern Pacific acquisition by the Surface 
Transportation Board (STB) of the U.S. Department of Transportation--the 
successor to the Interstate Commerce Commission--which is expected in 
September 1996, UPC will complete the acquisition of Southern Pacific by 
exchanging each of the remaining Southern Pacific common shares, at the 
holder's election and subject to proration, for $25 or 0.4065 shares of UPC 
common stock.

The Corporation filed its application for control of Southern Pacific with the
STB on November 30, 1995.  Since that time, nearly 2,000 support statements have
been filed with the STB. Of such support statements, more than 1,300 were
provided by customers of Union Pacific Railroad Company and its affiliate,
Missouri Pacific Railroad Company (collectively the Railroad), and Southern
Pacific. In addition, 21 of the 25 states served by the Railroad and Southern
Pacific have formally endorsed the acquisition, as have over 650 state and local
officials.  The acquisition has also received formal endorsements from every
major Pacific Coast port and the Gulf Coast ports of Houston, Corpus Christi,
Brownsville and Lake Charles Harbor.  Furthermore, seven labor organizations
representing the majority of the unionized workforce of the Railroad and 
Southern Pacific have formally endorsed the acquisition.

 10

However, the acquisition is not without opposition. On or before the March 29,
1996 filing deadline, several groups and shippers, including the Texas Railroad
Commission and the National Industrial Transportation League, filed statements
opposing the acquisition with the STB.  On April 12, 1996, the U.S. Department
of Justice filed its comments in opposition to the acquisition.  Certain other
Class I railroads have also filed opposition statements.  

On April 18, 1996, UPC reached a settlement agreement with the Chemical
Manufacturers Association (CMA) that addressed the concerns that CMA had with
respect to the acquisition and resulted in CMA withdrawing its opposition to the
acquisition.  CMA is a 200-member trade group whose members produce 90% of the
chemical industry's annual output.  Individual members of CMA are free to 
support or oppose the acquisition. 

On April 29, 1996, UPC and Southern Pacific filed their Rebuttals to Interested
Parties with the STB in response to the acquisition opposition statements. 
Interested parties' rebuttals to the UPC/Southern Pacific filing are scheduled
to be filed by May 14, 1996, with legal briefs due to to be filed with the STB
by June 3, 1996 and oral arguments before the STB anticipated to occur on July
1, 1996.  The STB voting conference on the acquisition is scheduled for July 3,
1996 with the final STB written decision due August 12, 1996.    

Should the STB not approve the acquisition or should UPC elect not to complete
the acquisition because the STB imposes onerous conditions which prevent UPC 
from realizing the economic benefits of the acquisition, a subsequent 
disposition of the Southern Pacific shares owned by the Corporation could 
result in a significant loss.  However, UPC continues to believe that the 
Southern Pacific acquisition will be approved without onerous conditions.

CONSOLIDATED - The Corporation reported net income of $156 million or $0.76 per
share for the first quarter of 1996, compared to 1995 net income of $191 million
or $0.93 per share.  Results for 1996 included the effects of the acquisition of
CNW and, as a result of the Resources' IPO, reflected 83% of Resources' net
income in discontinued operations. 

RESULTS OF CONTINUING OPERATIONS - Income from continuing operations declined 
$23 million (18%) to $107 million ($0.52 per share) for the first quarter of
1996, as severe winter weather, Pacific Northwest flooding, and the 17-day
General Motors brake plant strike (the GM Strike) more than offset the positive
impact of the CNW integration at the Railroad, while severe weather conditions
and an unfavorable pricing environment reduced earnings at Overnite
Transportation Company (Overnite). 

Consolidated operating revenues grew 18% to $1.97 billion from $1.66 billion in
1995, resulting primarily from increased carloadings--reflecting the acquisition
of CNW offset in part by the GM Strike and severe winter weather--and higher
average revenue per car at the Railroad, reflecting the CNW integration.
          
Consolidated operating expenses rose $318 million (23%) to $1.70 billion.  The
addition of CNW volumes, weather-related traffic interruptions, rail traffic
congestion and inflation were the primary reasons for increases in salaries,
wages and employee benefits ($117 million), equipment and other rents ($64
million), materials and supplies ($28 million), personal injury expense ($8
million), other taxes ($11 million) and third-party transportation costs ($12
million).  Fuel and utility costs increased $38 million, reflecting increased
fuel prices, incremental CNW volumes and weather-related inefficiencies.

 11

Depreciation charges rose $34 million--the result of UPC's continued 
reinvestment in its equipment and rail infrastructure and the addition of 
CNW properties.

Consolidated operating income declined $14 million (5%) to $265 million for the
period.  Interest expense increased $26 million, principally from higher debt
levels associated with the CNW acquisition and the Southern Pacific first-step
cash tender offer.  Other income decreased $31 million, reflecting reduced real
estate sales activity at the Railroad.

Railroad - The Railroad earned $166 million for the quarter, a 15% decline from 
$195 million in 1995.  Earnings reductions reflected the current period's severe
winter weather, Pacific Northwest flooding, and the GM Strike.  Results in 1996
also included a $33 million after-tax increase in interest costs, primarily
related to financing the CNW acquisition and Southern Pacific first-step cash
tender offer, and lower year-over-year real estate sales ($31 million).  The
negative impact of these factors was somewhat countered by the acquisition of 
CNW and a favorable IRS tax settlement ($20 million).  The CNW acquisition added
roughly $10 million to the Railroad's first quarter 1996 net income.  

Operating revenues improved $297 million (22%) to $1.68 billion, as CNW volumes
combined with a 9% increase in average commodity revenue per car, reflecting
longer average length of haul, favorable traffic mix shifts and pricing
improvements. Carloadings grew 10% (122,000 cars) detailed as follows:

Energy: Energy carloadings declined 4% as weather-related inefficiencies and a
late-January derailment reduced Powder River Basin coal traffic by 6%.  Energy
traffic was also adversely affected by volume declines from other western mines,
reflecting lower export demand and increased competition from hydroelectric 
power generation in the Western U.S.

Intermodal: Fierce price competition and weather-related traffic interruptions
caused a 4% reduction in intermodal volumes.  

Industrial Products: Industrial products carloadings advanced 34%, as CNW 
volumes combined with strong improvements in stone, steel and cement 
shipments.  Stone and cement growth were driven by favorable construction 
conditions in Texas, while significant steel slab movements increased 
steel carloadings.  These increases were partially offset by weaknesses in 
nonmetallic minerals--the result of an industrial sand plant
shutdown--newsprint, and non-ferrous metals volumes. 
 
Agricultural Products: Agricultural products carloadings grew 41% over 1995,
reflecting the addition of CNW volumes. These increases were slightly offset by
decreases in shipments of sweeteners--reflecting a reduced sugar beet crop--and
reductions in shipments of canned and packaged foods.  

Chemicals: Chemicals carloadings rose 5%, as additional CNW volumes were 
slightly offset by reduced export fertilizer shipments to China and 
curtailed liquid and dry chemicals product demand.

Automotive: Automotive carloadings rose 22%, reflecting the addition of CNW
volumes, strong northbound Mexican business for finished vehicles and increased
auto parts shipments.  Partially offsetting these increases was the impact of 
the GM Strike which reduced the Railroad's automotive revenues by 
approximately $12 million.

Operating expenses advanced $286 million (26%) to $1.39 billion. Incremental 
CNW

 12

volumes, system congestion caused by severe weather and the late 
arrival of new locomotives, and inflation were primarily responsible for the 
escalation in salaries, wages and employee benefits ($107 million), 
rent expense ($55 million), materials and supplies expense ($26 million) and
contracted services ($10 million). Personal injury expense increased 
$8 million, reflecting higher average settlement costs, while other taxes 
increased $9 million--primarily the result of real estate taxes on CNW 
properties.  Fuel and utility costs increased $35 million, reflecting increased
fuel prices, incremental CNW volumes and weather-related inefficiencies.  
Depreciation expense rose $33 million, reflecting the addition of CNW 
properties and continued capital spending. Operating income improved
$11 million to $292 million in 1996, while the operating ratio increased
to 82.6 in 1996 from 79.6 in 1995.
  
Trucking - Overnite's operating environment was extremely difficult in the first
quarter of 1996.  The major factors affecting Overnite's operations were 
industry overcapacity, severe winter weather, aggressive  pricing efforts 
from regional less-than-truckload (LTL) and truckload carriers and 
wage and benefit inflation.  As a result, Overnite reported a net loss of 
$17 million in 1996 compared to a net loss of $4 million in 1995.  Results 
for both periods included goodwill amortization of $5 million. 

Overnite's operating revenues advanced $10 million (4%) to $255 million as a 5%
increase in volumes was slightly offset by a 1% decrease in average prices. 
Increased volumes were generated by a 6% increase in LTL tonnage; year-over-year
truckload volumes were essentially unchanged.

Operating expenses increased $30 million to $280 million. Salaries, wages and
employee benefit costs increased $13 million due to wage and benefit inflation,
increased volumes and weather-related inefficiencies.  Overnite's efforts to
balance traffic lanes on longer-haul business through the use of intermodal 
rail service and contract line-haul carriers resulted in a $7 million 
increase in rent and purchased transportation expenses.  Fuel and utilities 
costs rose $3 million, the result of increased volumes, weather-related 
inefficiencies and a 13% increase in fuel prices, while general and 
administrative costs advanced $2 million--largely due to costs incurred in 
response to unionization efforts.  Overnite's operating loss grew $20 million 
to an operating loss of $25 million in 1996, while Overnite's operating ratio 
(including goodwill amortization) increased to 109.7  for the quarter 
from 102.2 in 1995.

Corporate Services and Other Operations - Expenses related to Corporate Services
and Other Operations (comprising corporate expenses, third-party interest
charges, inter-company interest allocations, other income and income taxes
related to the Corporation's holding company operations and the results of other
operating units) decreased $19 million to $42 million.  This decrease is largely
the result of lower Corporate interest costs reflecting the utilization of the
Resources' IPO dividend to reduce debt levels.  Other operating units recorded
an operating loss of $2 million in 1996 compared to operating income of $3
million in 1995. 

RESULTS OF DISCONTINUED OPERATIONS
Natural Resources - Resources' 1996 earnings declined $2 million from 1995 to 
$59 million, as higher average realized hydrocarbon prices and sales volumes
were more than offset by increased depreciation and depletion; plants, 
pipeline and marketing expenses; and interest and administrative costs related 
to Resources' IPO.  UPC recognized $49 million of Resources' 1996 net income 
in discontinued operations, reflecting its 83% ownership of Resources 
during the period.

 13

Operating revenues increased $65 million (20%) to $390 million.  Producing
property revenues increased $26 million (13%), as the effects of a 5% increase
in natural gas production and increases in average natural gas, natural gas
liquids and crude oil prices (20%, 20% and 4%, respectively)--primarily the
result of below normal temperatures in the eastern U.S.--more than offset a 12%
reduction in crude oil volumes, reflecting crude oil production declines for all
business units.  During the quarter, Resources continued its aggressive
development program in the Austin Chalk, remaining the most active U.S. 
driller.  Plants, pipelines and marketing revenues advanced $39 million, 
largely due to the expansion of two West Texas gas processing plants, the 
start-up and expansion of pipelines in West Texas and the Austin Chalk, and 
higher average product price realizations.

Operating expenses increased $54 million in 1996 to $293 million.  Exploration
costs increased $9 million, largely the result of increased dry hole 
costs--reflecting increased exploratory drilling activity in the current high
price environment.  Plants, pipeline and marketing expenses increased 
$20 million to $61 million reflecting the start-up and expansion of 
West Texas and Austin Chalk pipelines and higher gas plant hydrocarbon purchase
costs.  Depreciation and depletion costs rose $17 million, primarily as a 
result of a property writedown and a greater proportion of higher cost Austin 
Chalk production.  Production expenses increased $5 million reflecting 
higher lease operating costs. Operating income improved to $97 million in 
1996 from $86 million a year earlier.   

            CHANGES IN FINANCIAL CONDITION AND OTHER DEVELOPMENTS               

FINANCIAL CONDITION - During the first three months of 1996, cash from 
operations was $261 million compared to $250 million in 1995.  This 
$11 million increase primarily reflects the impact of higher non-cash
expenses--mainly depreciation and accrued expenses--offset by lower earnings 
and higher tax payments related to the 1995 Columbia Gas bankruptcy 
settlement and Resources' sale of its Wilmington, California field in 1994.

Cash used in investing activities was $246 million in 1996 compared to cash
provided by investing activities of $89 million in 1995.  This change in cash 
reflects increased capital expenditures of $81 million--largely from fleet
expansion and renewal at the Railroad--and the absence of $225 million in 
USPCI, Inc. sale proceeds collected in January 1995.

Outstanding debt levels decreased $10 million from December 31, 1995 to 
March 31, 1996 as cash provided by UPC's continuing and discontinued 
operations ($271 million) and the depletion of cash on hand at year-end 
1995 were utilized to fund capital investments and dividends.  The quarterly
common stock dividend remained at $0.43 per share in the first quarter of
1996.  The ratio of debt to capital employed improved to 49.7% at 
March 31, 1996 from 50.0% at December 31, 1995.  This decrease reflected the 
relatively unchanged debt levels and a $72 million increase in 
equity--primarily the result of net income of $156 million offset by
dividends of $89 million.

OTHER MATTERS 
Labor Matters
Railroad: Approximately 90% of the Railroad's 35,000 employees are represented
by one of twelve national rail unions.  In November 1994, negotiations began on
new labor agreements for all crafts.  In January 1996, a tentative agreement was

reached between the major freight railroads and the leadership of the United
Transportation Union (UTU)--representing approximately 25% of the Railroad's

 14

unionized workforce--which was rejected in April 1996 by the union's membership.
The railroads and the UTU agreed to accept binding arbitration which resulted in
a decision in May 1996 to adopt the original five-year agreement, which includes
a combination of general wage increases and lump-sum payments from 3% to 3.5%
annually, as well as increased work rule flexibility. 

In February 1996, a tentative agreement was reached between the major freight
railroads and the leadership of the Brotherhood of Locomotive Engineers 
(BLE)--representing approximately 15% of the Railroad's unionized workforce.
Ratification votes by the BLE's membership are currently in process.  The
Transportation Communications Union (TCU)--representing approximately 20% of the
Railroad's unionized workforce--was released from mediation by the National
Mediation Board (NMB) when the TCU rejected the NMB's binding arbitration
alternative. The President appointed a Presidential Emergency Board (PEB) on 
May 8, 1996, which postponed a work shutdown for at least 60 days. 
The PEB will ultimately make recommendations for settlement, but neither the
railroads nor the TCU is required to accept such recommendations.  
Should negotiations with other crafts, including the BLE, reach an impasse, it
is anticipated that separate PEBs will be appointed by the President to examine
the disputes and make recommendations for settlement. In the event that 
a work shutdown occurs, Congress may enact legislation resolving the 
disputes, although there is no assurance that it will do so.  At this time, the 
ultimate outcome of binding arbitration, labor negotiations, PEB 
recommendations or Congressional action is not clear. However, the 
Corporation continues to be optimistic that a combination of negotiated 
settlements, arbitration awards, and PEB settlements will finalize this round
of negotiations in 1996.  In the past, any ultimate service interruption has 
been quickly addressed by Congress with limited disruption to the 
Railroad's operations.

Overnite: Overnite continues to resist the Teamsters' efforts to unionize
Overnite service centers.  Since year-end 1995, six Overnite service centers 
have held union elections--two of which voted for union representation--while 
the employees of two service centers that previously voted for union 
representation filed petitions with the National Labor Relations Board 
to decertify the Teamsters as their union bargaining representative.  
Despite the Teamsters' efforts, less than 9% of Overnite's workforce has 
voted for union representation. Overnite has begun negotiations with the 
Teamsters at several of the unionized service centers and is unable at this 
time to estimate the impact these negotiations will have on its 
future operating costs or profitability.  

Management - In April 1996, Overnite announced the formation of an Office of the
Chairman, consisting of Leo Suggs, Overnite's newly appointed Chairman and Chief
Executive Officer, and Jim Douglas, President and Chief Operating Officer.  
Since 1992, Mr. Suggs has served as President and Chief Executive Officer
of Preston Trucking Company, Inc. and prior thereto as Senior Vice President 
of Corporate Development for Yellow Corporation.

Accounting Pronouncements - The Financial Accounting Standards Board (FASB)
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. Initial adoption of Statement 121
did not have a material effect on UPC's operating results or financial 
condition. 

The FASB also issued Statement No. 123, "Accounting for Stock-Based
Compensation," which encourages, but does not require, employers to adopt a fair

 15

value method of accounting for employee stock-based compensation, and which
requires increased stock-based compensation disclosure if expense recognition is
not adopted.  The Corporation has not elected expense recognition for stock
options and therefore implementation of this Statement had no effect on UPC'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, results of operations or liquidity.

 16

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

Item 1.  Legal Proceedings  
                                
         As previously reported in the Corporation's Annual Report on Form 10-K
         for the year ended December 31, 1995, in July 1995 the Butte County
         (Oroville, California) District Attorney advised that a civil penalty
         action would be filed against the Railroad for violations resulting 
         from the derailment and spill of diesel fuel into the Feather River 
         in Peo, California on April 14, 1995.  The District Attorney 
         has since advised the Railroad that he intends to seek $180,000 in 
         civil penalties and resource damages for such spill.  In late July, 
         the California Regional Water Quality Control Board also filed a 
         separate penalty action seeking $40,000 for the same incident.  This 
         latter action was settled for $40,000.
   
Item 4.  Submission of Matters to a Vote of Security Holders.

    (a)  The annual meeting of stockholders of the Corporation was held on April
         19, 1996.

    (c)  At the Annual Meeting, the Corporation's stockholders voted for the
         election of Richard B. Cheney (170,493,706 shares in favor; 12,237,605
         shares withheld), E. Virgil Conway (170,493,912 shares in favor;
         12,230,443 shares withheld), Drew Lewis (170,333,950 shares in favor;
         12,318,548 shares withheld), L. White Matthews, III (170,583,530 shares
         in favor; 12,218,699 shares withheld), Jack L. Messman (170,506,520
         shares in favor; 12,222,730 shares withheld), and Thomas A. Reynolds,
         Jr.(170,486,590 shares in favor; 12,232,592 shares withheld) as 
         directors of the Corporation.  In addition, the Corporation's 
         stockholders voted to eliminate cumulative voting (134,347,182 
         shares in favor, 22,662,877 shares against and 8,483,708 shares 
         abstained), to declassify the Board of Directors (152,482,535 shares 
         in favor, 4,366,382 shares against and 8,643,622 shares abstained), 
         and to appoint Deloitte & Touche LLP as independent auditors of the 
         Corporation (172,731,476 shares in favor, 558,847 shares against and 
         9,411,033 shares abstained).  Furthermore, a stockholder resolution 
         to provide that an independent director serve as chair of the board 
         was defeated (2,864,789 shares in favor, 167,017,057 shares against 
         and 5,380,536 shares abstained).

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

          3 - Union Pacific's Revised Articles of Incorporation, as amended
               through April 25, 1996.

         11 - Computation of earnings per share.
 
         12 - Computation of ratio of earnings to fixed charges.

         27 - Financial data schedule.

 17
     
    (b)  Reports on Form 8-K

         On January 23, 1996, the Corporation filed a Current Report on Form 8-K
         containing (i) an Indenture dated as of January 5, 1996 between the
         Corporation and Chemical Bank, (ii) historical financial statements for
         Southern Pacific as of December 31, 1994 and September 30, 1995, (iii)
         restated financial statements of the Corporation reflecting the
         financial presentation of Resources as a discontinued operation, (iv)
         pro forma financial statements as of September 30, 1995 for the
         Corporation and Southern Pacific and (v) a statement concerning the
         Corporation's consolidated income statement for the nine months ended
         September 30, 1995.

 18

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, 1996            

                                UNION PACIFIC CORPORATION
                                (Registrant)

                                /s/ Morris B. Smith
                                -----------------------------
                                Morris B. Smith,
                                Vice President and Controller
                                (chief accounting officer and
                                 duly authorized officer)

                          UNION PACIFIC CORPORATION

                                EXHIBIT INDEX

Exhibit No.                     Description              
- -----------                     -----------

     3                Union Pacific's Revised Articles of Incorporation, as
                      amended through April 25, 1996.

    11                Computation of Earnings Per Share   

    12                Computation of Ratio of Earnings to
                      Fixed Charges

    27                Financial Data Schedule

 COVER

                     REVISED ARTICLES OF INCORPORATION

                                     OF

                         UNION PACIFIC CORPORATION

                            -------------------

                            Adopted May 1, 1969

                            -------------------

              Including Amendments Effective January 27, 1977,
               April 25, 1980, April 19, 1985, May 12, 1987,
                     April 17, 1992 and April 25, 1996

                           ARTICLES OF AMENDMENT

                                   TO THE

                         ARTICLES OF INCORPORATION
 
                                     OF

                         UNION PACIFIC CORPORATION

                           --------------------- 

     Pursuant to the provisions of Sections 57 and 60 of the Utah Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment, constituting Revised Articles of Incorporation, to its Articles of
Incorporation:

     1.  The name of the corporation is Union Pacific Corporation.

     2.  The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on May 1, 1969, in the
manner prescribed by the Utah Business Corporation Act:

                     REVISED ARTICLES OF INCORPORATION

                                     OF

                         UNION PACIFIC CORPORATION

     FIRST: The name of the Corporation is Union Pacific Corporation.

     SECOND: The period of duration of the corporation is perpetual.

     THIRD: The purpose or purposes for which the corporation is organized are:

         1. To engage in any and all transportation activities, including
     transportation by rail, motor vehicle, pipeline, water carrier and 
     aircraft, and any other means of conveyance whatsoever now in existence 
     or at any time hereafter produced, invented or developed, wheresoever 
     situated.

         2. To engage in any and all activities concerned with the development,
     production and marketing of natural resources, wheresoever situated, 
     including acquiring, using, enjoying, turning to account, drilling for, 
     mining, manufacturing, processing, working, refining, handling, 
     contracting for, purchasing, taking, receiving, investing in, leasing, 
     subleasing, owning, holding, exploring for, managing, 

     dealing in, deeding, mortgaging, pledging, exchanging, trading, 
     selling, conveying, assigning and disposing of oil, gas, coal 
     and other minerals, timber, water and any other natural resources, and 
     including the construction and maintenance of wells, mines, pipelines, 
     refineries, plants, mills, reservoirs, dams, ditches and any other 
     facilities useful or convenient in the conduct of the foregoing activities.

         3. To engage in any and all real estate activities, including 
     acquiring, using, enjoying, turning to account, contracting for, 
     constructing, purchasing, taking, receiving, investing in, leasing, 
     subleasing, owning, holding, maintaining, improving, developing, working, 
     operating, exploring, managing, dealing in, deeding, mortgaging, pledging, 
     exchanging, trading, selling, conveying, assigning and disposing of 
     any and all kinds of real property, wheresoever situated, and any and 
     all rights, privileges, options, concessions, licenses, claims, grants, 
     franchises, easements, royalties, tenements, estates and interests 
     therein, including the power to engage in any and all hotel, innkeeping, 
     tourist and restaurant activities.

         4. To acquire, use, enjoy, turn to account, or become interested in, 
     by means of investment in, purchase, contract, merger, consolidation, 
     lease, sublease, deed, mortgage, pledge, exchange, conveyance, assignment, 
     participation in syndicates or otherwise, all or any part of the business, 
     securities, rights, privileges, franchises, good will, assets and 
     properties of any person, corporation, joint-stock company, joint venture, 
     association, partnership, firm, trust, or syndicate, or of the 
     United States, any state, municipality, district or territory thereof, 
     any foreign country, or any other body politic, or any subdivision,
     instrumentality or agency of the foregoing, or of any other entity
     engaged in any activity whatsoever and wheresoever situated, and
     to pay for the same in whole or in part by cash, shares, stocks, bonds,
     debentures, voting trust certificates, scrip, warrants, rights, trust
     receipts, bank acceptances, coupons, trust deeds, mortgages, commercial 
     paper, income certificates, certificates of indebtedness, certificates 
     of interest, notes and other choses in action, obligations, securities, 
     evidences of indebtedness, or any similar instruments of whatsoever kind, 
     or otherwise, and to undertake or assume all or any part of the debts, 
     obligations and liabilities of the foregoing entities.

         5. To acquire, use, enjoy, turn to account, or become interested in, 
     by means of investment in, purchase, subscription, underwriting, contract,
     lease, sublease, deed, mortgage, pledge, exchange, conveyance, assignment,
     participation in syndicates, or otherwise, and to receive, 

     own, hold, whether in its own name, in trust, in the name of a nominee 
     or in any other form whatsoever, vote, guarantee, lend, transfer, deal in,
     deed, mortgage, pledge, exchange, sell, convey, assign, realize upon, 
     employ and dispose of any and all forms of securities, whether fully paid
     or subject to further payment, including shares, stocks, bonds, 
     debentures, voting trust certificates, scrip, warrants, rights, trust 
     receipts, bank acceptances, coupons, trust deeds, mortgages, commercial 
     paper, income certificates, certificates of indebtedness, certificates of 
     interest, notes and other choses in action, obligations, securities, 
     evidences of indebtedness, or any similar instruments of whatsoever
     kind, issued or created by any person, corporation, joint-stock
     company, joint venture, association, partnership, firm, trust syndicate, 
     the United States, any state, municipality, district or territory 
     thereof, any foreign country, any other body politic, any subdivision, 
     instrumentality or agency of the foregoing or any other entity engaged
     in any activity whatsoever and wheresoever situated, whether the 
     objective of any of the foregoing be current income, gain in capital or 
     principal, or acquisition of interests useful in the business of the 
     corporation.

         6. To acquire, use, enjoy, turn to account, become interested in, 
     contract for, construct, purchase, take, receive, invest in, lease, 
     sublease, own, hold, maintain, improve, develop, work, operate,
     manufacture, process, prepare for market, store, manage, deal in, deed, 
     mortgage, pledge, exchange, trade, export, import, sell, convey, assign, 
     and dispose of goods, commodities, raw materials, wares, merchandise, and 
     any and all other kinds of personal property, wheresoever situated, and
     any and all rights, privileges, options, concessions, licenses, claims, 
     grants, franchises, royalties and interests therein.

         7. To promote, finance, aid or assist, financially or otherwise, in any
     manner, whether by loan, subsidy, guarantee, indorsement or otherwise,
     whether secured or unsecured, any person, corporation, joint-stock 
     company, joint venture, association, partnership, firm, trust, syndicate, 
     the United States, any state, municipality, district or territory thereof, 
     any foreign country, any other body politic, any subdivision, 
     instrumentality or agency of the foregoing or any other entity engaged 
     in any activity whatsoever and wheresoever situated, and, in connection 
     therewith, to guarantee or to become surety for the payment or 
     satisfaction of any principal, interest or dividends and to
     participate in any compromise, consolidation, merger, dissolution,
     reorganization, bankruptcy or other arrangement or proceeding.

         8. To enter into, make and perform agreements, contracts and 
     undertakings of every kind and description, with 

     any person, corporation, joint-stock company, joint venture, association, 
     partnership, firm, trust syndicate, the United States, any state, 
     municipality, district or territory thereof, any foreign country, any 
     other body politic, any subdivision, instrumentality or agency of the 
     foregoing or any other entity engaged in any activity whatsoever and 
     wheresoever situated.

         9. To borrow or raise monies for any of the purposes of the 
     corporation, and to draw, make, create, execute, issue, accept, endorse 
     and assign any and all forms of securities, whether fully paid or subject 
     to further payment, including shares, stocks, bonds, debentures, voting 
     trust certificates, scrip, warrants, rights, trust receipts, bank 
     acceptances, coupons, trust deeds, mortgages, commercial paper, 
     income certificates, certificates of indebtedness, certificates of 
     interest, notes and other choses in action, obligations, evidences 
     of indebtedness, or any similar instruments of whatsoever kind, 
     without security, or to secure the payment of any thereof by
     deed, mortgage, pledge, conveyance, assignment, indenture, agreement or
     instrument of trust, or by other lien upon, assignment of or agreement with
     regard to, all or any part of the property, real or personal, or 
     franchises, income, rights or privileges of the corporation wheresoever
     situated, whether at the time owned or thereafter to be acquired.

        10. To acquire, use, enjoy, turn to account, or become interested in, 
     by means of investment in, purchase, subscription, contract, lease, 
     sublease, deed, mortgage, pledge, exchange, conveyance, assignment, 
     participation in syndicates, registration or otherwise and to license, 
     operate, develop, manufacture, lease, sublease, own, hold, enjoy, 
     transfer, deal in, deed, mortgage, pledge, exchange, sell, convey, 
     assign, apply for register, and dispose of inventions, processes, 
     devices, designs, formulae, improvements, trademarks, trade names, 
     copyrights, licenses, letters patent, patent rights, distinctive words or 
     symbols, and any and all improvements or modifications thereof, and
     rights, interests, privileges, licenses, grants, concessions and
     franchises in any way pertaining thereto and wheresoever situated.

        11. To act as agent, broker, consignee, factor or otherwise for the 
     accounts of others in all parts of the world.

        12. To establish and maintain offices, foreign companies and agencies 
     and to appoint, employ and retain agents, subagents, salesmen, 
     factors, brokers and other representatives and employees in all parts 
     of the world.

        13. To purchase or otherwise acquire and to own, hold, transfer, deal 
     in, deed, mortgage, pledge, exchange, sell, 

     convey, assign and dispose of shares of its own capital stock and its 
     bonds, debentures, voting trust certificates, scrip, warrants, rights, 
     trust receipts, coupons, trust deeds, mortgages, commercial paper, income 
     certificates, certificates of indebtedness, certificates of interest, 
     notes and other choses in action, obligations, securities, evidences of
     indebtedness or any similar instruments of whatsoever kind issued 
     by the corporation.

        14. To make donations for the public welfare or for charitable, 
     scientific, religious or educational purposes.

        15. To engage in any other activity or enterprise not prohibited by 
     applicable law, with all powers attendant thereto, to perform any 
     of the activities hereinbefore set forth to the same extent as any 
     natural person might or could do, to have and to exercise all powers 
     necessary or convenient to effect any or all of the purposes which the 
     corporation is authorized to pursue, and to exercise any of the aforesaid 
     powers and effectuate any of the aforesaid purposes directly or by 
     means of one or more subsidiaries or affiliates, domestic or foreign, 
     either by itself or in collaboration with others.

     The enumeration herein of specific purposes shall not be deemed to limit or
restrict in any manner the powers, objects, purposes, rights, interests,
privileges, franchises, properties, and land or other grants, which the
corporation, or any of its constituent or predecessor companies, is, was or
may be entitled to under these Articles of Incorporation and any law now,
heretofore or hereafter applicable.

     FOURTH: The total number of shares of all classes of capital stock which 
the corporation shall have the authority to issue is 40,000,000 shares which
shall be divided into two classes as follows:

          10,000,000 shares of Preferred Stock (Preferred Stock) without 
     par value, and 

          30,000,000 shares of Common Stock (Common Stock) of the par value of
     $10 per share.

     The designations, voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the above classes of stock shall be as follows:

                                     I
  
                              PREFERRED STOCK

         1. Shares of Preferred Stock may be issued in one or more series at 
     such time or times and for such consideration or considerations 
     as the Board of Directors may determine.  All shares of any one series
     of Preferred Stock shall be identical with each other in all respects, 
     except that shares of any one series issued at different times may differ 
     as to dates from which dividends thereon may be cumulative.  All series 
     shall rank equally and be identical in all respects, except as permitted 
     by the following provisions of Section 2 of this Division I.

         2.  The Board of Directors is expressly authorized at any time, and 
     from time to time, to provide for the issuance of shares of Preferred 
     Stock in one or more series with such designations, preferences and 
     relative participating, optional or other special rights and 
     qualifications, limitations or restrictions thereof as shall be stated 
     and expressed in the resolution or resolutions providing for the issue 
     thereof adopted by the Board of Directors and as are not stated and 
     expressed in these Revised Articles of Incorporation or any 
     amendment thereto, including determination of any of the following:

             (a)  the distinctive serial designation and the number of shares
         constituting a series;

             (b)  the dividend rate or rates, the payment date or dates for 
         dividends and the participating or other special rights, if any, with 
         respect to dividends;

             (c)  whether the shares shall be redeemable and, if so, the price 
         or prices at which and the terms and conditions on which the shares 
         may be redeemed;

             (d)  the amount or amounts payable upon the shares in the event of 
         voluntary or involuntary liquidation, dissolution or winding up
         of the corporation prior to any payment or distribution of the assets 
         of the corporation to any class or classes of stock of the 
         corporation junior in rank to the Preferred Stock;

             (e) whether the shares shall be entitled to the benefit of a 
         sinking or retirement fund to be applied to the purchase or redemption 
         of shares of a series and, if so entitled, the amount of such fund and 
         the manner of its application, including the price or prices at which 

         the shares may be redeemed or purchased through the application of 
         such fund; and

            (f) whether the shares shall be convertible into, or exchangeable 
         for, shares of any other class or classes or of any other series
         of the same or any other class or classes of stock of the corporation
         and, if so convertible or exchangeable, the conversion price or 
         prices, or the rates of exchange, and the adjustments thereof, if 
         any, at which such conversion or exchange may be made, and any other 
         terms and conditions of such conversion or exchange.

         3.  Before any dividends on any class or classes of stock of the 
     corporation junior in rank to the Preferred Stock (other than dividends
     dividends payable in shares of any class or classes of stock of the 
     corporation junior in rank to the Preferred Stock) shall be declared or 
     paid or set apart for payment, the holders of shares of Preferred Stock of 
     each series shall be entitled to such cash dividends, but only when and as 
     declared by the Board of Directors out of funds of the corporation legally 
     available therefor, as they may be entitled to in accordance with the 
     resolution or resolutions adopted by the Board of Directors providing 
     for the issue of such series, payable on such dates in March, June,
     March, June, September and December in each year as may be fixed in such
     resolution or resolutions.  Whenever dividends shall not have been paid, or
     declared and set apart for payment, upon all shares of Preferred Stock of 
     each series, at the rate established by the resolution or resolutions
     adopted by the Board of directors providing for the issue of each such
     such series, such deficiency shall be cumulative and shall be paid, or 
     declared and set apart for payment, before any dividends can be 
     declared or paid on any class or classes of stock of the corporation
     junior in rank to the Preferred Stock.  Accumulations of dividends on the 
     Preferred Stock shall not bear interest.  The term "class or classes of 
     stock of the corporation junior in rank to the Preferred Stock" shall mean 
     the Common Stock and any other class or classes of stock of the 
     corporation hereafter authorized which shall rank junior to the
     Preferred Stock as to dividends or upon liquidation.

         4. In the event of any voluntary or involuntary liquidation, 
     dissolution or winding up of the corporation, the holders of shares of 
     Preferred Stock of the corporation shall be entitled to be paid or to 
     have set apart for payment such sum or sums per share as shall be stated 
     in the respective resolution or resolutions adopted by the Board of 
     Directors providing for the issue of each series of Preferred Stock, 
     together in each case with a sum equal to accrued and unpaid dividends, 
     if any, at the rate of the dividends fixed therefor, to the date fixed 
     for payment of such sum or sums, 

     before any payment shall be made to the holders of the Common Stock.  
     The voluntary sale, lease, exchange or transfer (for cash, shares of 
     stock, securities or other consideration) of all or substantially all of 
     its property or assets to, or a consolidation or merger of the corporation
     with, one or more corporations shall not be deemed to be a liquidation, 
     dissolution or winding up, voluntary or involuntary, for purposes of this 
     section 4 of this Division I.

         5.  So long as any of the Preferred Stock is outstanding, the 
     corporation will not

             (a)  Without the affirmative vote or consent of the holders of 
         at least 66 2/3 % of the shares of Preferred Stock at the 
         time outstanding, given in person or by proxy, either in writing or by 
         resolution adopted at a special or annual meeting of stockholders, 
         (I) create any other class or classes of stock prior in rank to the
         Preferred Stock, either as to dividends or upon liquidation, or
         increase the authorized number of shares of any such class of 
         stock, or (ii) amend, alter or repeal any of the provisions hereof or 
         of any resolution or resolutions adopted by the Board of Directors 
         providing for the issue of any series of Preferred Stock, so as 
         adversely to affect the preferences, rights or powers of the 
         Preferred Stock; or

             (b)  Without the affirmative vote or consent of the holders of 
         at least a majority of the shares of Preferred Stock at the time 
         outstanding, given in person or by proxy, either in writing or by 
         resolution adopted at a special or annual meeting of stockholders, 
         (i) increase the authorized number of shares of Preferred Stock, 
         (ii) create or increase the authorized number of shares of
         any other class or classes of stock ranking on a parity with the 
         Preferred Stock either as to dividends or upon liquidation, or 
         (iii) sell, lease or convey all or substantially all of the 
         property or business of the corporation, or voluntarily liquidate, 
         dissolve or wind up the corporation, or merge or consolidate the
         corporation and any other corporation unless the resulting or 
         surviving corporation will have after such merger or consolidation
         no stock either authorized or outstanding (except such stock of
         the corporation as may have been authorized or outstanding immediately
         preceding such merger or consolidation, or such stock of the 
         resulting or surviving corporation as may be issued in exchange 
         therefor) prior in rank either as to dividends or upon liquidation 
         to the Preferred Stock or the stock of the resulting or surviving 
         corporation issued in exchange therefor; provided, however, that no
         consent of the holders of the Preferred Stock shall be required by

         the foregoing in connection with any mortgaging or other
         hypothecation by the corporation of all or any part of its property or
         business.

         6.  Each holder of Preferred Stock shall be entitled to one vote for 
     each share held and, except as otherwise herein or by law provided, 
     the Preferred Stock and Common Stock of the corporation shall vote 
     together as one class, except that while the holders of Preferred 
     Stock, voting as a class, are entitled to elect two directors as provided 
     in Section 7 of this Division I, they shall not be entitled to participate 
     with the Common Stock in the election of any other directors.

         7.  (a) If and whenever dividends on the Preferred Stock shall be in 
     arrears and such arrears shall aggregate an amount at least equal 
     to six quarterly dividends upon such stock, then and in such event the 
     holders of the Preferred Stock, voting separately as a class, shall be 
     entitled, at the next annual meeting of the shareholders or at a 
     special meeting held in place thereof, or at a special meeting of the 
     holders of the Preferred Stock called as hereinafter provided, 
     to elect two directors.  Whenever all arrears in dividends on the
     Preferred Stock then outstanding shall have been paid and
     dividends thereon for the current quarterly period shall have been 
     paid or declared and a sum sufficient for the payment thereof set 
     aside, then the right of the holders of the Preferred Stock to elect 
     such number of directors shall cease, but subject always to the same 
     provisions for the vesting of such voting rights in the case of any 
     similar future arrearages in dividends.

             (b) At any time after such voting power shall have so vested in 
         the Preferred Stock, the Secretary of the corporation may, and upon 
         the written request of the holders of record of 10% or more of the 
         shares of Preferred Stock then outstanding, shall, call a special 
         meeting of the holders of the Preferred Stock for the election of the 
         directors to be elected by them as hereinafter provided, to be held 
         within 30 days after such call and at the place and upon the notice 
         provided by law and in the bylaws for the holding of meetings of
         stockholders; provided, however, that the Secretary shall not be 
         required to call such meeting in the case of any such request received 
         less than 90 days before the date fixed for any annual meeting of 
         shareholders.  If any such special meeting required to be called as 
         above provided shall not be called by the Secretary within 30 days 
         after receipt of any such request, then the holders of record of 10% 
         or more of the shares of Preferred Stock then outstanding may 
         designate in writing one of their number to call such 
         meeting, and the person so designated may call such meeting to be 
         held at the place and upon 

         the notice above provided, and for that purpose shall have access to 
         the stock ledger of the corporation.  No such special meeting and no 
         adjournment thereof shall be held on a date later than 30 days before 
         the annual meeting of the stockholders or a special meeting held 
         in place thereof next succeeding the time when the holders of the 
         Preferred Stock become entitled to elect directors as above provided.

             (c)  Notwithstanding that the directors of this corporation may be 
         divided into one, two or three classes as authorized by law, if any
         meeting of the shareholders shall be held while holders of Preferred 
         Stock voting as a class are entitled to elect two directors as 
         hereinabove provided, and if the holders of at least a majority of the 
         Preferred Stock then outstanding shall be present or represented 
         by proxy at such meeting or any adjournment thereof, then, 
         by vote of the holders of at least a majority of the Preferred 
         Stock present or so represented at such meeting, the then authorized 
         number of directors of the corporation shall be increased by two 
         and at such meeting of the holders of the Preferred Stock shall be 
         entitled to elect the additional directors so provided for, but no 
         such additional director so elected shall hold office beyond the 
         annual meeting of the shareholders or a special meeting held in place 
         thereof next succeeding the time when the holders of the Preferred 
         Stock become entitled to elect two directors as above provided.
         Whenever the holders of the Preferred Stock shall be divested of 
         special voting power as above provided, the terms of office of
         all persons elected as directors by the holders of the Preferred Stock 
         as a class shall forthwith terminate, and the authorized number of 
         directors of the corporation shall be reduced accordingly.

         In case a class of preferred stock other than the Preferred Stock, 
     prior in rank to or on a parity with the Preferred Stock as to dividends 
     or upon liquidation, shall be created and issued, nothing herein 
     contained shall prevent any such other class from being given the right, in
     case dividends thereon or sinking fund requirements, if any, thereof shall 
     be in arrears, to vote as part of the same class as and equally with the 
     Preferred Stock and to have and exercise, pari passu with the shares of 
     Preferred Stock entitled to vote on any matters, any and all voting
     rights and powers hereinbefore set forth with respect to the Preferred 
     Stock, provided, however, that nothing herein contained shall prevent the 
     giving of additional voting power not inconsistent with that granted in 
     this paragraph to any class of preferred stock other than the 
     Preferred Stock.

         8. Shares of Preferred Stock which have been issued and reacquired 
     in any manner by the corporation (excluding, until the corporation 
     elects to retire them, shares which are held as treasury shares but 
     including shares redeemed, shares purchased and retired and shares which 
     have been converted into shares of Common Stock) shall have the status of 
     authorized but unissued shares of Preferred Stock and may be reissued.

                                     II

                                COMMON STOCK

         1. Subject to the preferential rights of the Preferred Stock, the 
     holders of the Common Stock shall be entitled to receive, to the extent 
     permitted by law, such dividends as may be declared from time to time by 
     the Board of Directors.

         2. The holders of the Common Stock shall have the exclusive right to 
     receive any dividends which may be declared payable in stock of 
     the corporation of any class or in property.

         3. In the event of the voluntary or involuntary liquidation, 
     dissolution, distribution of assets or winding up of the corporation, 
     after distribution in full of the preferential amount to be distributed 
     to the holders of shares of the Preferred Stock, holders of the Common 
     Stock shall be entitled to receive all the remaining assets of the 
     corporation, of whatever kind, available for distribution to stockholders 
     ratably in proportion to the number of shares of Common Stock held by 
     them respectively.

         4. Except as may be otherwise required by law or these Revised 
     Articles of Incorporation, the holders of Common Stock shall have 
     one vote in respect of each share of stock held of record on the books of 
     the corporation and shall vote together, share for share, with the holders 
     of the Preferred Stock as one class for the election of directors and upon 
     all other matters voted upon by the shareholders.

                                    III

                              OTHER PROVISIONS

         1. Subject to the protective conditions and restrictions of any
     outstanding Preferred Stock, any amendment to these Revised Articles of 
     Incorporation which shall 

     increase or decrease the authorized capital stock of any class or
     classes may be adopted by the affirmative vote of the holders of a 
     majority of the outstanding shares of the voting stock of the corporation.

         2. The shares of all classes of capital stock of this corporation 
     may be issued by this corporation from time to time for such 
     consideration as from time to time may be fixed by the Board of Directors 
     of this corporation without action by or consent of the stockholders, 
     provided that shares of capital stock having a par value shall not be 
     issued for consideration less than such par value; and all shares of all 
     classes of capital stock of this corporation so issued shall be deemed 
     fully paid and non-assessable and the holders of such shares shall not be 
     liable thereunder to this corporation or its creditors.  No stockholder 
     of this corporation shall have any pre-emptive or preferential right of 
     subscription to any shares of any capital stock of any class of this 
     corporation, or to any securities or obligations convertible
     into any class of capital stock of this corporation, issued or sold, nor 
     any right of subscription to any thereof other than such, if any, as the
     Board of Directors of this corporation in its discretion from time to time
     may determine, and at such price as the Board of Directors from time to 
     time may fix, pursuant to the authority hereby conferred by these 
     Revised Articles of Incorporation of this corporation, and the Board of 
     Directors may issue any class of capital stock of this corporation, or 
     securities or obligations convertible into any class of capital stock 
     without offering such issue of capital stock, securities, or obligations 
     either in whole or in part, to the stockholders of this corporation.  The 
     acceptance of any class of capital stock, securities, or obligations of 
     this corporation shall be a waiver of any such pre-emptive or preferential 
     right which in the absence of this provision might otherwise be 
     asserted by stockholders of this corporation or any of them.

         3. Except as otherwise provided by law, this corporation shall be 
     entitled to treat the person in whose name any share of capital stock 
     is registered as the owner thereof, for all purposes, and shall not be 
     bound to recognize any equitable or other claim to, or interest in, 
     such share on the part of any other person, whether or not the corporation 
     shall have notice thereof.

     FIFTH: In electing directors each shareholder may accumulate his votes by
giving one candidate as many votes as the number of such directors multiplied
by the number of his shares shall equal, or by distributing such votes on the
same principle among any number of such candidates.  At a meeting expressly
called for that purpose, one or more directors or the entire Board of
Directors may be removed without cause but only by a vote of the 

holders of two-thirds of the shares then entitled to vote at an election 
of directors.  No one of the directors may be removed if the votes of a 
sufficient number of shares are cast against his removal which, at an 
election of the class of directors of which he is a member, would be 
sufficient to elect him.

     SIXTH: The corporation will not commence business until consideration of 
the value of at least $1,000 has been received for the issuance of shares.

     SEVENTH: The number of Directors of the corporation shall be such as shall
from time to time be fixed by the bylaws, but shall not be less than three.

     Whenever the number of Directors fixed by the bylaws shall be nine or more,
the Directors shall be divided into three classes as nearly equal in size as
possible, the term of office of the first class of Directors to expire at the
first annual meeting after their election, that of the second class of
Directors to expire at the second annual meeting after their election and that
of the third class of Directors to expire at the third annual meeting after
their election.  At each annual meeting of shareholders after such
classification the number of Directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting.

     EIGHTH: These Revised Articles of Incorporation supersede the original
Articles of Incorporation and all amendments thereto.

                           ---------------------

     3. The number of shares of the corporation outstanding at the time of such
adoption was 100; and the number of shares entitled to vote thereon was 100.

     4. No shares of any class were entitled to vote thereon as a class.

     5. The number of shares voted for such amendment was 100; and the number of
shares voted against such amendment was 0.

     6. The amendment does not provide for any exchange, reclassification or
cancellation of issued shares.

     7. The amendment does not effect any change in the stated capital of the
corporation. 

Dated May 1, 1969.

                                           UNION PACIFIC CORPORATION
  
                                           By  /s/ JAMES H. EVANS
                                               ---------------------
                                               President

ATTEST:

/s/ C. W. Rossworn
- -------------------
Secretary

STATE OF NEW YORK     ]
                      ] SS
COUNTY OF NEW YORK    ]

  I, ELIZABETH L. GALPINE, a notary public, do hereby certify that on this
10th day of June, 1969, personally appeared before me JAMES H. EVANS, who
being by me first duly sworn, declared that he is the President of Union
Pacific Corporation, that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.

                              ELIZABETH L. GALPINE
                                   Notary Public

  (Notarial Seal)             ELIZABETH L. GALPINE
                              Notary Public, State of New York
                              No. 30-6451300
                              Qualified in Nassau County
                              Certificate Filed in N. Y.
                              Co. Clk's Office
                              Commission Expires March 30, 1970

                            ARTICLES OF AMENDMENT

                                   TO THE

                      REVISED ARTICLES OF INCORPORATION

                                     OF
  
                          UNION PACIFIC CORPORATION

     Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:

     1.   The name of the corporation is Union Pacific Corporation.

     2.   The following amendment to the corporation's Revised Articles of
Incorporation was adopted by the shareholders of the corporation on January
18, 1977, in the manner prescribed by the Utah Business Corporation Act:

     The first paragraph of Article Fourth of the Revised Articles of
Incorporation shall be deleted and the following two paragraphs shall be
substituted therefor:

          "FOURTH:  The total number of shares of all classes of capital
     stock which the corporation shall have the authority to issue is
     70,000,000 shares which shall be divided into two classes as follows:

               10,000,000 shares of Preferred Stock (Preferred Stock)
          without par value, and

               60,000,000 shares of Common Stock (Common Stock) of the par
          value of $5 per share.

          On the date on which the Secretary of State of the State of Utah
     shall issue a Certificate of Amendment to the revised Articles of
     Incorporation which contain the above amendment to this Article Fourth,
     each share of Common Stock of the par value of $10 per share theretofore
     outstanding shall be automatically converted into two shares of Common
     Stock of the par value of $5 per share.  The certificates for each
     outstanding share of the par value of $10 shall become certificates for
     the number of shares stated thereon of the par value of $5 each, and the
     corporation shall promptly issue to each holder a certificate for
     additional shares of the par value of $5 each equal in number to the
     number then held by such holder."

     3.   The number of shares of the corporation outstanding at the time of
the adoption of such amendment and entitled to vote thereon was 23,870,285
shares, consisting of 23,511, 458 shares of Common Stock, $10 par value, and
358,827 shares of Preferred Stock without par value.

     4.   The 23,870,285 shares of Common Stock and Preferred Stock
outstanding at the time of such adoption were entitled to vote thereon
together as one class and the 23,511,458 shares of Common Stock then
outstanding were entitled to vote thereon as a separate class.

     5.   The number of shares of Common Stock and Preferred Stock, voting
together as one class, which were voted for such amendment was 19,141,291, and
the number of such shares which were voted against the amendment was 65,379;
the number of shares of Common Stock, voting as a separate class, which were
voted for such amendment was 18,916,034, and the number of such shares which
were voted against the amendment was 59,191.

     6.   The amendment provides for a reduction in the par value of the
Common Stock from $10 to $5 per share and a split in the issued Common Stock
on a 2-for-1 basis.

     7.   The amendment does not effect any change in the stated capital of
the Corporation.

Dated: January 18, 1977.

                                        UNION PACIFIC CORPORATION

                                        By /s/ JAMES H. EVANS
                                           -------------------          
                                           President

ATTEST:

     /s/   C. N. OLSEN
     ------------------
     SECRETARY

STATE OF NEW YORK     ]
                      ] SS
COUNTY OF NEW YORK    ]

  I, KENDOR P. JONES, a notary public do hereby certify that on this 18th day
of January, 1977, personally appeared before me, JAMES H. EVANS, who being by
me first duly sworn, declared that he is the President of Union Pacific
Corporation; that he signed the 

foregoing document as President of such corporation; and that the statements
contained therein are true.

                           KENDOR P. JONES
                            Notary Public

  (Notarial Seal)             KENDOR P. JONES
                              Notary Public, State of New York
                              No. 31-7115525
                              Qualified in New York County
                              Commission Expires March 30, 1978

Filed and certificate issued January 27, 1977.

                              DAVID S. MONSON
                              Secretary of State

                           ARTICLES OF AMENDMENT

                                  TO THE

                     REVISED ARTICLES OF INCORPORATION

                                    OF

                         UNION PACIFIC CORPORATION

     Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:

     1.   The name of the corporation is Union Pacific Corporation.

     2.   The following amendment to the corporation's Revised Articles of
Incorporation was adopted by the shareholders of the corporation on April 18,
1980, in the manner prescribed by the Utah Business Corporation Act:

     The first paragraph of Article Fourth of the Revised Articles of
Incorporation shall be deleted and the following two paragraphs shall be
substituted therefor:

          "FOURTH:   The total number of shares of all classes of capital
     stock which the corporation shall have the authority to issue is
     220,000,000 shares which shall be divided into two classes as follows:

             20,000,000 shares of Preferred Stock (Preferred Stock) without
          par value, and

             200,000,000 shares of Common Stock (Common Stock) of the par
          value of $2.50 per share.

        On the date on which the Secretary of State of the State of Utah
     shall issue a Certificate of Amendment to the Revised Articles of
     Incorporation which contain the above amendment to this Article Fourth,
     each share of Common Stock of the par value of $5 per share theretofore
     outstanding shall be automatically converted into two shares of Common
     Stock of the par value of $2.50 per share.  The certificates for each
     outstanding share of the par value of $5 shall become certificates for
     the number of shares stated thereon of the par value of $2.50 each, and
     the corporation shall promptly issue to each holder a certificate for
     additional shares of the par value of $2.50 each equal in number to the
     number then held by such holder."

     3.   The number of shares of the corporation outstanding at the time of
the adoption of such amendment and entitled to vote thereon was 47,823,395 of
Common Stock, $5 par value.

     4.   The number of shares of Common Stock, which were voted for such
amendment was 31,386,516, and the number of such shares which were voted
against the amendment was 224,113.

     5.   The amendment provides for a reduction in the par value of the
Common Stock from $5 to $2.50 per share and a split in the issued Common Stock
on a 2-for-1 basis.

     6.   The amendment does not effect any change in the stated capital of
the corporation.

Dated:   April 23, 1980.

                                        UNION PACIFIC CORPORATION

                                        By /s/ W. S. Cook
                                           ----------------
                                           President

ATTEST:

     /s/ C. N. OLSEN
     ---------------- 
     Secretary

STATE OF NEW YORK    ]
                     ] SS
COUNTY OF NEW YORK   ]

     I, KENDOR P. JONES, a notary public, do hereby certify that on this 23rd
day of April, 1980, personally appeared before me, W. S. COOK, who being by me
first duly sworn, declared that he is the President of Union Pacific
Corporation; that he signed the foregoing document as President of such
Corporation; and that the statements contained therein are true.

                           KENDOR P. JONES
                           Notary Public

  (Notarial Seal)            KENDOR P. JONES
                             Notary Public, State of New York
                             No. 31-7115525
                             Qualified in New York County
                             Commission Expires March 30, 1982

Filed and certificate issued April 25, 1980.

                                        DAVID S. MONSON
                                        Secretary of State

                            ARTICLES OF AMENDMENT

                                   TO THE
  
                      REVISED ARTICLES OF INCORPORATION

                                     OF

                          UNION PACIFIC CORPORATION

     Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:

     1.   The name of the corporation is Union Pacific Corporation.

     2.   The following amendments to the corporation's Revised Articles of
Incorporation were adopted by the shareholders of the corporation on April 19,
1985, in the manner prescribed by the Utah Business Corporation Act:

     The first paragraph of Article Fourth of the Revised Articles of
Incorporation shall be deleted and the following paragraph shall be
substituted therefor:

          "FOURTH: The total number of shares of all classes of capital
     stock which the corporation shall have the authority to issue is
     320,000,000 shares, which shall be divided into two classes as follows:

               20,000,000 share of Preferred Stock (Preferred Stock)
          without par value, and

               300,000,000 shares of Common Stock (Common Stock) of the par
          value of $2.50 per share."

     Article Fifth of the Revised Articles of Incorporation shall be amended
by adding the following provision as the last sentence thereof:

          "Notwithstanding any other provision of these Revised Articles of
     Incorporation or the bylaws of the corporation (and notwithstanding the
     fact that a lesser percentage or separate class vote may be specified by
     law, these Revised Articles of Incorporation or the bylaws of the
     corporation), the affirmative vote of the holders of at least sixty-six
     and two-thirds percent (66 %) of the shares of capital stock of the
     corporation then entitled to vote thereon shall be required to amend or
     repeal, or adopt any provision 

     inconsistent with, the provisions of this Article Fifth relating to the 
     removal of directors."

     Article Seventh of the Revised Articles of Incorporation shall be
amended by adding the following provision as the third paragraph thereof:

          "Notwithstanding any other provision of these Revised Articles of
     Incorporation or the bylaws of the corporation (and notwithstanding the
     fact that a lesser percentage or separate class vote may be specified by
     law, these Revised Articles of Incorporation or the bylaws of the
     corporation), the affirmative vote of the holders of at least sixty-six
     and two-thirds percent (66 %) of the shares of capital stock of the
     corporation then entitled to vote thereon shall be required to amend or
     repeal, or adopt any provision inconsistent with, this Article Seventh."

     A new Article Eighth shall be added as follows:

          "EIGHTH: A.  In addition to any affirmative vote required by law
     or these Revised Articles of Incorporation or the bylaws of the
     corporation, and except as otherwise expressly provided in Section B of
     this Article Eighth, a Business Combination (as hereinafter defined)
     shall require the affirmative vote of not less than a majority of the
     votes entitled to be cast by the holders of all the then outstanding
     shares of Voting Stock (as hereinafter defined), voting together as a
     single class, excluding Voting Stock beneficially owned by any
     Interested Shareholder (as hereinafter defined).  Such affirmative vote
     shall be required notwithstanding the fact that no vote may be required,
     or that a lesser percentage or separate class or other vote may be
     specified, by law or in any agreement with any national securities
     exchange or otherwise.

          B.   The provisions of Section A of this Article Eighth shall not
     be applicable to any particular Business Combination, and such Business
     Combination shall require only such affirmative vote, if any, as is
     required by law or by any other provision of these Revised Articles of
     Incorporation or the bylaws of the corporation, or any agreement with
     any national securities exchange, if all of the conditions specified in
     either of the following Paragraphs 1 or 2 are met or, in the case of a
     Business Combination not involving the payment of consideration to all
     holders of the corporation's outstanding Capital Stock (as hereinafter
     defined), if the condition specified in the following Paragraph 1 is
     met:

               1.   The Business Combination shall have been approved by a
          majority (whether such approval is made prior to or subsequent to
          the acquisition of beneficial 

          ownership of the Voting Stock that caused the Interested Shareholder 
          to become an Interested Shareholder) of the Continuing 
          Directors (as hereinafter defined).

               2.   All of the following conditions shall have been met:

               a.   The aggregate amount of cash and the Fair Market Value
          (as hereinafter defined), as of the date of the consummation of
          the Business Combination, of consideration other than cash to be
          received per share by holders of Common Stock in such Business
          Combination shall be at least equal to the highest amount
          determined under clauses (i) and (ii) below:

                    (i)  (if applicable) the highest per share price
               (including any brokerage commissions, transfer taxes and
               soliciting dealers' fees) paid by or on behalf of the
               interested Shareholder for any share of Common Stock in
               connection with the acquisition by the Interested
               Shareholder of beneficial ownership of shares of Common
               Stock (x) within the two-year period immediately prior to
               the first public announcement of the proposed Business
               Combination (the Announcement Date) or (y) in the
               transaction in which it became  an Interested Shareholder,
               whichever is higher, in either case as adjusted for any
               subsequent stock split, stock dividend, subdivision or
               reclassification with respect to Common Stock; and

                    (ii) the Fair Market Value per share of Common Stock
               on the Announcement Date or on the date on which the
               Interested Shareholder became an Interested Shareholder (the
               Determination Date), which ever is higher, as adjusted for
               any subsequent stock split, stock dividend, subdivision or
               reclassification with respect to Common Stock.

               b.   The aggregate amount of cash and the Fair Market Value
          as of the date of the consummation of the Business Combination of
          consideration other than cash to be received per share by holders
          of shares of any class or series of outstanding Capital Stock
          other than Common Stock shall be at least equal to the highest
          amount determined under clauses (i), (ii) and (iii) below:

                    (i)  (if applicable) the highest per share price
               (including any brokerage commissions, transfer taxes and
               soliciting dealers' fees) paid by or on behalf of the
               Interested Shareholder for any share of such class or series
               of Capital Stock 

               in connection with the acquisition by the Interested
               Shareholder of beneficial ownership of shares of
               such class or series of Capital Stock (x) within the two-year 
               period immediately prior to the Announcement Date or
               (y) in the transaction in which it became an Interested
               Shareholder, whichever is higher, in either case as adjusted
               for any subsequent stock split, stock dividend, subdivision
               or reclassification with respect to such class or series of
               Capital Stock;

                    (ii) the Fair Market Value per share of such class or
               series of Capital Stock on the Announcement Date or on the
               Determination Date, whichever is higher, as adjusted for any
               subsequent stock split, stock dividend, subdivision or
               reclassification with respect to such class or series of
               Capital Stock; and 

                    (iii)(if applicable) the highest preferential amount
               per share to which the holders of shares of such class or
               series of Capital Stock would be entitled in the event of
               any voluntary or involuntary liquidation, dissolution or
               winding up of the affairs of the corporation regardless of
               whether the Business Combination to be consummated
               constitutes such an event.

          The provisions of this Paragraph b shall be required to be met
          with respect to every class or series of outstanding Capital
          Stock, whether or not the Interested Shareholder has previously
          acquired beneficial ownership of any shares of a particular class
          or series of Capital Stock.

               c.   The consideration to be received by holders of a            
          particular class or series of outstanding Capital Stock shall be in
          cash or in the same form as previously has been paid by or on behalf
          of the Interested Shareholder in connection with its direct or 
          indirect acquisition of beneficial ownership of shares of such class
          or series of Capital Stock.  If the consideration so paid for shares
          or any class or series of Capital Stock varied as to form, the form 
          of consideration for such class or series of Capital Stock shall be 
          either cash or the form used to acquire beneficial ownership of the 
          largest number of shares of such class or series of Capital Stock 
          previously acquired by the Interested Shareholder.

               d.   After the Determination Date and prior to the
          consummation of such Business Combination: (i) except as approved
          by a majority of the Continuing Directors, there 

          shall have been no failure to declare and pay at the regular date 
          therefor any full quarterly dividends (whether or not cumulative) 
          payable in accordance with the terms of any outstanding Capital 
          Stock; (ii) there shall have been no reduction in the annual rate 
          of dividends paid on the Common Stock (except as necessary to 
          reflect any stock split, stock dividend or subdivision of the 
          Common Stock), except as approved by a majority of the Continuing 
          Directors; (iii) there shall have been an increase in the annual 
          rate of dividends paid on the Common Stock as necessary to reflect 
          any reclassification (including any reverse stock split), 
          recapitalization, reorganization or any similar transaction that 
          has the effect of reducing the number of outstanding shares of 
          Common Stock, unless the failure to increase such annual rate is 
          approved by a majority of the Continuing Directors; and (iv) such 
          Interested Shareholder shall not have become the beneficial owner of 
          any additional shares of Capital Stock except as part of the 
          transaction that results in such Interested Shareholder becoming 
          an Interested Shareholder and except in a transaction that, after 
          giving effect thereto, would not result in any increase in the 
          Interested Shareholder's percentage of beneficial ownership of any 
          class or series of Capital Stock.

               e.   After the Determination Date, such Interested
          Shareholder shall not have received the benefit, directly or
          indirectly (except proportionately as a shareholder of the
          corporation), of any loans, advances, guarantees, pledges or other
          financial assistance or any tax credits or other tax advantages
          provided by the corporation, whether in anticipation of or in
          connection with such Business Combination or otherwise.

               f.   A proxy or information statement describing the
          proposed Business Combination and complying with the requirements
          of the Securities Exchange Act of 1934 (the Act) and the rules and
          regulations thereunder (or any subsequent provisions replacing
          such Act, rules or regulations) shall be mailed to all
          shareholders of the corporation at least 30 days prior to the
          consummation of such Business Combination (whether or not such
          proxy or information statement is required to be mailed pursuant
          to such Act or subsequent provisions).  The proxy or information 
          statement shall contain on the first page thereof, in a prominent
          place, any statement as to the advisability (or inadvisability) of
          the Business Combination that the Continuing Directors, or any of
          them, may choose to make and, if deemed advisable by a majority of
          the Continuing Directors, the opinion of an investment banking
          firm selected by a majority of the 

          Continuing Directors as to the fairness (or not) of the terms of 
          the Business Combination from a financial point of view to the 
          holders of the outstanding shares of Capital Stock other than the 
          Interested Shareholder and its Affiliates or Associates (as 
          hereinafter defined) such investment banking firm to be paid a 
          reasonable fee for its services by the corporation.

               g.   Such Interested Shareholder shall not have made any
          major change in the corporation's business or equity capital
          structure without the approval of a majority of the Continuing
          Directors.

          C.   The following definitions shall apply with respect to this
     Article Eighth:

          1.   The term "Business Combination" shall mean:

               a.   Any merger or consolidation of the corporation or any
          Subsidiary (as hereinafter defined) with (i) any Interested
          Shareholder or (ii) any other company (whether or not itself an
          Interested Shareholder) which is or after such merger or
          consolidation would be an Affiliate or Associate of an Interested
          Shareholder; or

               b.   any sale, lease, exchange, mortgage, pledge, transfer
          or other disposition or security arrangement, investment, loan,
          advance, guarantee, agreement to purchase, agreement to pay,
          extension of credit, joint venture participation or other
          arrangement (in one transaction or a series of transactions) with
          or for the benefit of any Interested Shareholder or any Affiliate
          or Associate of any Interested Shareholder involving any assets,
          securities or commitments of the corporation, any Subsidiary, or
          any Interested Shareholder or any Affiliate or Associate of any
          Interested Shareholder having an aggregate Fair Market Value
          and/or involving aggregate commitments of $50,000,000 or more or
          constituting more than 5 percent of the book value of the total
          assets (in the case of transactions involving assets or
          commitments other than Capital Stock) or 5 percent of the
          shareholders' equity (in the case of transactions in Capital
          Stock) of the entity in question (the Substantial Part), as
          reflected in the most recent fiscal year-end consolidated balance
          sheet of such entity existing at the time the shareholders of the
          corporation would be required to approve or authorize the Business
          Combination involving the assets, securities and/or commitments
          constituting any Substantial Part; or

               c.   the adoption of any plan or proposal for the
          liquidation or dissolution of the corporation which is 

          voted for or consented to by any Interested Shareholder; or

               d.   any reclassification of securities (including any
          reverse stock split), or recapitalization of the corporation, or
          any merger or consolidation of the corporation with any of its
          Subsidiaries or any other transaction (whether or not with or
          otherwise involving an Interested Shareholder) that has the
          effect, directly or indirectly, of increasing the proportionate
          share of any class or series of Capital Stock, or any securities
          convertible into Capital Stock or into equity securities of any
          Subsidiary, that is beneficially owned by any Interested
          Shareholder or any Affiliate or Associate of any Interested
          Shareholder; or

               e.   any agreement, contract or other arrangement providing
          for any one or more of the actions specified in the foregoing
          clauses a to d.

          2.   The term "Capital Stock" shall mean all capital stock of the
     corporation authorized to be issued from time to time under Article
     Fourth of these Revised Articles of Incorporation, and the term "Voting
     Stock" shall mean all Capital Stock which by its terms may be voted on
     all matters submitted to shareholders of the corporation generally.

          3.   The term "person" shall mean any individual, firm, company
     or other entity and shall include any group comprised of any person and
     any other person with whom such person or any Affiliate or Associate of
     such person has any agreement, arrangement or understanding, directly or
     indirectly, for the purpose of acquiring, holding, voting or disposing
     of Capital Stock.

          4.   The term "Interested Shareholder" shall mean any person
     (other than the corporation or any Subsidiary and other than any 
     profit-sharing, employee stock ownership or other employee benefit plan of
     the corporation or any Subsidiary or any trustee of or fiduciary with
     respect to any such plan when acting in such capacity) who (a) is the
     beneficial owner of Voting Stock representing ten percent (10%) or more
     of the votes entitled to be cast by the holders of all the then
     outstanding shares of Voting Stock; or (b) is an Affiliate or Associate
     of the corporation and at any time within the two-year period
     immediately prior to the date in question was the beneficial owner of
     Voting Stock representing ten percent (10%) or more of the votes
     entitled to be cast by the holders of all the then outstanding share of
     Voting Stock.

          5.   A person shall be a "beneficial owner" of any Capital Stock:
     (a) which such person or any of its Affiliates 

     or Associates beneficially owns, directly or indirectly; (b) which such 
     person or any of its Affiliates or Associates has, directly or 
     indirectly, (i) the right to acquire (whether such right is exercisable 
     immediately or subject only to the passage of time), pursuant to any 
     agreement, arrangement or understanding or upon the exercise of 
     conversion rights, exchange rights, warrants or options, or otherwise, 
     or (ii) the right to vote pursuant to any agreement, arrangement or 
     understanding; or (c) which is beneficially owned, directly or 
     indirectly, by any other person with which such person or any of its 
     Affiliates or Associates has any agreement, arrangement or understanding 
     for the purpose of acquiring, holding, voting or disposing of any shares 
     of Capital Stock.  For the purposes of determining whether a person is 
     an Interested Shareholder pursuant to Paragraph 4 of this Section C, the
     number of shares of Capital Stock deemed to be outstanding shall include
     shares deemed beneficially owned by such person through application of 
     this Paragraph 5 of Section C, but shall not include any other shares of 
     Capital Stock that may be issuable pursuant to any agreement, 
     arrangement or understanding, or upon exercise of conversion rights, 
     warrants or options, or otherwise.

          6.   The terms "Affiliate" and "Associate" shall have the
     respective meanings ascribed to such terms in Rule 12b-2 under the Act
     as in effect on the date that this Article Eighth is approved by the
     Board of Directors (the term "registrant" in said Rule 12b-2 meaning in
     this case the corporation).

          7.   The term "Subsidiary" shall mean any company of which a
     majority of any class of equity security is beneficially owned by the
     corporation; provided, however, that for the purposes of the definition
     of Interested Shareholder set forth in Paragraph 4 of this Section C,
     the term "Subsidiary" shall mean only a company of which a majority of
     each class of equity security is beneficially owned by the corporation.

          8.   The term "Continuing Director" shall mean any member of the
     Board of Directors, while such person is a member of the Board of
     Directors, who is not an Affiliate or Associate or representative of an
     Interested Shareholder and was a member of the Board of Directors prior
     to the time that an Interested Shareholder became an Interested
     Shareholder, and any successor of a Continuing director while such
     successor is a member of the Board of Directors, who is not an Affiliate
     or Associate or representative of an Interested Shareholder and is
     recommended or elected to succeed the Continuing Director by a majority
     of the Continuing Directors.

          9.   The term "Fair Market Value" shall mean (a) in the case of
     cash, the amount of such cash; (b) in the case of 

     stock, the highest closing sale price during the 30-day period 
     immediately preceding the date in question of a share of such stock on 
     the Composite Tape for New York Stock Exchange-Listed Stocks, or, if 
     such stock is not quoted on the Composite Tape, on the New York Stock 
     Exchange, or, if such stock is not listed on such Exchange, on the 
     principal United States securities exchange registered under the Act on 
     which such stock is listed, or, if such stock is not listed on any such 
     exchange, the highest closing bid quotation with respect to a share of 
     such stock during the 30-day period preceding the date in question on 
     the National Association of Securities Dealers, Inc.  Automated 
     Quotations System or any similar system then in use, or if no such 
     quotations are available, the fair market value on the date in question 
     of a share of such stock as determined by a majority of the Continuing 
     Directors in good faith; and (c) in the case of property other than cash 
     or stock, the fair market value of such property on the date in question
     as determined in good faith by a majority of the Continuing Directors.

          10.  In the event of any Business Combination in which the
     corporation survives, the phrase "consideration other than cash to be
     received" as used in Paragraphs 2.a and 2.b of Section B of this Article
     Eighth shall include the shares of Common Stock and/or the shares of any
     other class or series of Capital Stock retained by the holders of such
     shares.

          D.   A majority of the Continuing Directors shall have the power
     and duty to determine for the purposes of this Article Eighth, on the
     basis of information known to them after reasonable inquiry, (a) whether
     a person is an Interested Shareholder, (b) the number of shares of
     Capital Stock or other securities beneficially owned by any person, (c)
     whether a person is an Affiliate or Associate of another, (d) whether
     the assets that are the subject of any Business Combination have, or the
     consideration to be received for the issuance of transfer of securities
     by the corporation or any Subsidiary in any Business Combination has, an
     aggregate Fair Market Value of $50,000,000 or more, and (e) whether the
     assets or securities that are the subject of any Business Combination
     constitute a Substantial Part.  Any such determination made in good
     faith shall be binding and conclusive on all parties.

          E.   Nothing contained in this Article Eighth shall be construed
     to relieve any Interested Shareholder from any fiduciary obligation
     imposed by law.

          F.   The fact that any Business Combination complies with the
     provisions of Section B of this Article Eighth shall not be construed to
     impose any fiduciary duty, obligation or responsibility on the Board of
     Directors, or any member 

     thereof, to approve such Business Combination or recommend its adoption 
     or approval to the shareholders of the corporation, nor shall such 
     compliance limit, prohibit or otherwise restrict in any manner the 
     Board of Directors, or any member thereof, with respect to evaluations 
     of or actions and responses taken with respect to such Business 
     Combination.

          G.   Notwithstanding any other provisions of these Revised
     Articles of Incorporation or the bylaws of the corporation (and
     notwithstanding the fact that a lesser percentage or separate class vote
     may be specified by law, these Revised Articles of Incorporation or the
     bylaws of the corporation), the affirmative vote of the holders of not
     less than a majority of the votes entitled to be cast by the holders of
     all the then outstanding shares of Voting Stock, voting together as a
     single class, excluding Voting Stock beneficially owned by any
     Interested Shareholder, shall be required to amend or repeal, or adopt
     any provisions inconsistent with, this Article Eighth; provided,
     however, that this Section G shall not apply to, and such majority vote
     shall not be required for, any amendment, repeal or adoption unanimously
     recommended by the Board of Directors if all of such directors are
     persons who would be eligible to serve as Continuing Directors within
     the meaning of Section C, Paragraph 8 of this Article Eighth."

     The present Article Eighth shall be renumbered as Article Ninth.

          3.   The number of shares of the corporation outstanding at the
     time of the adoption of such amendments and entitled to vote thereon was
     112,274,351 shares of Common Stock, $2.50 par value, and 4,325,437
     shares of Preferred Stock, without par value.

          4.   (a)  The number of shares of Common Stock and Preferred
     Stock, voting as a single class, which were voted for the amendment to
     Article Fourth was 84,378,424, and the number of such shares which were
     voted against the amendment was 7,860,238.  The number of shares of
     Common Stock which were voted for such amendment was 82,042,258, and the
     number of shares which were voted against the amendment was 7,756,834.

               (b)  The number of shares of Common Stock and Preferred
     Stock, voting as a single class, which were voted for the amendments to
     Articles Fifth and Seventh, for proposed Article Eighth, and for the
     renumbering of the present Article Eighth as Article Ninth was
     70,890,933, and the number of such shares which were voted against such
     amendments and such proposal was 16,156,063.

          5.   The amendments do not effect any change in the stated
          capital of the corporation.

Dated: April 19, 1985

                              UNION PACIFIC CORPORATION

                                   By    /s/ W. S. COOK
                                        ---------------
                                        President and Chief
                                          Executive Officer

ATTEST:

 /S/ C. N. OLSEN
- ----------------
Secretary

STATE OF UTAH            )
                         )SS
COUNTY OF SALT LAKE      )

     I, Gail L. Young, a notary public, do hereby certify that on this 19th
day of April, 1985, personally appeared before me, W. S. Cook, who being by me
first duly sworn, declared that he is the President and Chief Executive
Officer of Union Pacific Corporation; that he signed the foregoing document as
President and Chief Executive Officer of such Corporation; and that the
statements contained therein are true.

                              /s/   GAIL L. YOUNG
                                 Notary Public

(Notarial Seal)
   2-1-88

Filed and certificate issued April 19, 1985.

                                   Randall R. Smart
                                   Director, Division of
                                     Corporations and Commercial
                                     Code

                     ARTICLES OF AMENDMENT
                            to the
                REVISED ARTICLES OF INCORPORATION
                             of
                   UNION PACIFIC CORPORATION

     Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:

1.   The name of the corporation is Union Pacific Corporation.

2.   The following amendment to the corporation's Revised Articles of
     Incorporation was adopted by the shareholders of the corporation on
     April 17, 1992, in the manner prescribed by the Utah Business
     Corporation Act:

     A new Article Ninth shall be added as follows:

          "NINTH:   To the fullest extent that the Utah Business
          Corporation Act as it exists on the date hereof or as it may
          hereafter be amended permits the limitation or elimination
          of the liability of directors, no director of the
          corporation shall be liable to the corporation or its
          stockholders for monetary damages for breach of fiduciary
          duty as a director.  No amendment to or repeal of this
          Article shall apply to or have any effect on the liability
          or alleged liability of any director of the corporation for
          or with respect to any acts or omissions of such director
          occurring prior to such amendment or repeal."

     The present Article Ninth shall be renumbered as Article Tenth.

3.   The number of shares of the corporation outstanding at the time of the
     adoption of the amendment was 105,243,028 shares of Common Stock, $2.50
     par value, and 4,322,498 shares of Preferred Stock, without par value,
     and the number of shares of the corporation entitled to vote on the
     amendment was 105,190,051 shares of such Common Stock, and 4,323,028
     shares of such Preferred Stock.

4.   The number of shares of Common Stock and Preferred Stock, voting as a
     single class, which were voted for the amendment was 82,281,490, and the
     number of such shares which were voted against the amendment was
     4,026,694.

5.   The amendment does not effect any change in the stated capital of the
     corporation.

Dated: May 11, 1987

                              UNION PACIFIC CORPORATION

                              By /s/ W. J. MCDONALD
                                 -------------------
                               Senior Vice President-Law

ATTEST:

    /s/   C. N. OLSEN
    ------------------
     Secretary

STATE OF NEW YORK   )
                    )ss.
COUNTY OF NEW YORK  )

          I, Barbara Schulman, a notary public, do hereby certify that on
this 11th day of May, 1987, personally appeared before me, William J.
McDonald, who being by me first duly sworn, declared that he is the Senior
Vice President-Law of Union Pacific Corporation; that he signed the foregoing
document as the Senior  Vice President-Law of such Corporation; and that the
statements contained therein are true.

                              /s/   B. SCHULMAN
                                   Notary Public

(Notarial Seal)

                      ARTICLES OF AMENDMENT
                            to the
                 REVISED ARTICLES OF INCORPORATION
                             of
                    UNION PACIFIC CORPORATION

     Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:

1.   The name of the corporation is Union Pacific Corporation.

2.   The following amendment to the corporation's Revised Articles of
     Incorporation was adopted by the shareholders of the corporation on
     April 17, 1992, in the manner prescribed by the Utah Business
     Corporation Act:

          The first paragraph of Article Fourth of the Revised Articles of
     Incorporation shall be amended to read in its entirety as follows:

          "FOURTH:  The total number of shares of all classes of capital
     stock which the corporation shall have the authority to issue is
     520,000,000 which shall be divided into two classes as follows:

          20,000,000 shares of Preferred Stock (Preferred Stock) without par
          value, and

          500,000,000 shares of Common Stock (Common Stock) of the par value
          of $2.50 per share."

3.   The number of shares of the corporation outstanding at the time of the
     adoption of the amendment was 203,866,621 shares of Common Stock, $2.50
     par value, and the number of shares of the corporation entitled to vote
     on the amendment was 203,025,267 shares of such Common Stock.

4.   The number of shares of Common Stock which were voted for the amendment
     was 147,595,275, and the number of such shares which were voted against
     the amendment was 17,500,814.

5.   The amendment does not effect any change in the stated capital of the
     corporation.

Dated:  April 17, 1992

                              UNION PACIFIC CORPORATION

                              By  /s/ C. W. von Bernuth
                                 ----------------------     
                                 Senior Vice President and
                                  General Counsel

ATTEST:

/s/ J. L. Swantak
- -----------------    
Secretary

COMMONWEALTH OF PENNSYLVANIA  )
                              )SS.
COUNTY OF LEHIGH              )

     I, Judith E. Ritter, a notary public, do hereby certify that on this
17th day of April, 1992, personally appeared before me, Carl W. von Bernuth,
who being by me first duly sworn, declared that he is the Senior Vice
President and General Counsel of Union Pacific Corporation; that he signed the
foregoing document as Senior Vice President and General Counsel of such
Corporation; and that the statements contained therein are true.

                       /s/ J. E. Ritter
                           Notary Public

(Notarial Seal)

   
                          ARTICLES OF AMENDMENT
                                 to the
                    REVISED ARTICLES OF INCORPORATION
                                   of
                        UNION PACIFIC CORPORATION

     Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:

1.   The name of the corporation is Union Pacific Corporation.

2.   The following amendments to the corporation's Revised Articles of
     Incorporation have been adopted in the manner prescribed by the Utah
     Revised Business Corporation Act:

     A.   The text of Article FIFTH of the Revised Articles of Incorporation
     shall be amended in relevant part to delete the following sentence:

          "In electing directors each shareholder may accumulate his votes
          by giving one candidate as many votes as the number of such
          directors multiplied by the number of his shares shall equal, or
          by distributing such votes on the same principle among any number
          of such candidates."

          The text of Article FIFTH of the Revised Articles of Incorporation
     shall be further amended to insert the following immediately prior to
     the last sentence of such Article FIFTH:

          "In voting for the election of directors holders of Common Stock
          shall not have the right to accumulate their votes. 
          Notwithstanding that shareholders shall not be entitled to
          accumulate votes in the election of directors no one of the
          directors may be removed if the votes of a sufficient number of
          shares are cast against removal which, at an election of the class
          of directors of which the director is a member (or at an election
          of the entire board of directors commencing at the 1999 annual
          meeting), would have been sufficient to elect the director if
          cumulative voting were applicable."

     B.   Article SEVENTH of the Revised Articles of Incorporation shall be
     amended to read in its entirety as follows:

          "The number of directors of the corporation shall be such as shall
          from time to time be fixed by the bylaws, but shall not be less
          than three.

          Through and including the 1996 annual meeting, whenever the number
          of directors fixed by the bylaws shall be nine or more, the
          directors shall be divided into three classes as nearly equal in
          size as possible, with the term of office of each class of
          directors expiring at the third annual meeting after their
          election.  At each annual meeting, commencing with the annual
          meeting in 1997, the successors of the directors whose terms
          expire in that year shall be elected to serve until the annual
          meeting held in the following year, so that, upon the expiration
          in 1999 of the terms of the directors elected at the annual
          meeting in 1996, all directors shall be elected to hold office for
          a one-year term."

3.   Each of the foregoing amendments was approved by the Board of Directors
     of the corporation on January 24, 1996 and was approved by the
     shareholders of the corporation on April 19, 1996.

4.   The number of shares of the corporation's Common Stock, $2.50 par value,
     constituting the only voting group entitled to vote on the amendments
     (the "Common Stock"), outstanding at the time of adoption of the
     amendments and entitled to vote on the amendments was 205,598,986
     shares, and the number of shares of Common Stock indisputably
     represented at the meeting was 182,702,584, each of which shares of
     Common Stock was entitled to one vote.

5.   The number of votes cast for the amendment of Article FIFTH was
     134,347,182 and the number of votes cast against such amendment was
     22,662,877.

6.   The number of votes cast for the amendment of Article SEVENTH was
     152,482,535, and the number of votes cast against such amendment was
     4,366,382.

Dated:  April 24, 1996

                                   UNION PACIFIC CORPORATION

                                   By /s/ Carl W. von Bernuth
                                     Carl W. von Bernuth
                                     Senior Vice President and
                                     General Counsel

                                                                    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,      
                                                    ----------------------
                                                      1996          1995   
                                                    --------      --------
                                                             
Average number of shares outstanding...........      205,177       205,073 

Average shares issuable on exercise of stock
  options less shares repurchasable from 
  proceeds.....................................        1,163           459 
                                                    --------      --------

Total average number of common and common
  equivalent shares............................      206,340       205,532 
                                                    ========      ======== 

Income from continuing operations..............     $107,061      $129,494 

Income from discontinued operations (Note 4)...       48,964        61,187 
                                                    --------      --------

Net Income.....................................     $156,025      $190,681 
                                                    ========      ======== 

Earnings per share:

  Income from continuing operations............     $   0.52      $   0.63 

  Income from discontinued operations..........         0.24          0.30 
                                                    --------      --------

  Net Income...................................     $   0.76      $   0.93 
                                                    ========      ======== 

 

                                                                    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,
                                                   -----------------------
                                                     1996           1995  
                                                   --------       -------- 
                                                            
Earnings:
  Income from continuing operations..............  $107,061       $129,494 
  Deduct distributions to extent less than  
      income of unconsolidated affiliates........   (11,894)       (11,928)
                                                   --------       --------
            Total................................    95,167        117,566
                                                   --------       -------- 

Income Taxes:
  Federal, state and local.......................    31,269         76,927 
                                                   --------       --------
 
Fixed Charges:
  Interest expense including amortization of
      debt discount..............................   116,862         90,662 
  Portion of rentals representing an interest
      factor.....................................    28,130         13,003 
                                                   --------       --------
            Total................................   144,992        103,665 
                                                   --------       --------

Earnings available for fixed charges.............  $271,428       $298,158 
                                                   ========       ======== 

Fixed Charges -- as above........................  $144,992       $103,665 
Interest capitalized.............................        --             -- 
                                                   --------       --------

            Total fixed charges..................  $144,992       $103,665 
                                                   ========       ======== 

Ratio of earnings to fixed charges (Note 6)......       1.9            2.9 
                                                   ========       ======== 

  

 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-31-1995
                                                 MAR-31-1996
                                                                79 
                                                           0 
                                                      1,099 
                                                           0 
                                                          227 
                                                   1,646 
                                                            19,006 
                                                     4,746 
                                                    19,609 
                                              1,974 
                                                            6,129 
                                                             582 
                                                  0 
                                                            0  
                                                         5,854 
                                      19,609 
                                                                0 
                                                   1,968 
                                                                  0 
                                                      1,703 
                                                      28 
                                                       0 
                                                   117 
                                                      138 
                                                          31 
                                                  107 
                                                        49 
                                                        0 
                                                              0 
                                                         156 
                                                       0.76 
                                                          0