1

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

                               FORM 10-K405/A-1
    (Mark One)
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      [X]          SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                    For the fiscal year ended December 31, 1995
                                      OR
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      [ ]          SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                    For the transition period from          to
                                                    -------     -------

                  Commission file number 1-6075

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

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

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

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

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

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

  Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  X  ].
                              -----
                      ------------------------------
    As of February 29, 1996, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $13,572,981,774.

    The number of shares outstanding of the registrant's Common Stock as of
February 29, 1996 was 205,651,239.

    Portions of the following documents are incorporated by reference into
this Report: (1) registrant's Annual Report to Stockholders for the year ended
December 31, 1995 (Parts I,  II and IV); and (2) registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on April 19, 1996
(Part III). 

 2

    The undersigned Registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 to correct the Form Type of the
report from Form 10-K to Form 10-K405, and to include the following exhibits:

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

Exhibit Number      Exhibit
- --------------      -------

(23)                Independent Auditors' Consents

(99)(a)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Corporation Thrift Plan.

(99)(b)             Financial Statements for the Fiscal Year ended 
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Fruit Express Company Agreement Employee
                    401(k) Retirement Thrift Plan.

(99)(c)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Skyway
                    Retirement Savings Plan.

(99)(d)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Agreement Employee 401(k) Retirement Thrift
                    Plan.

(99)(e)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Motor Freight Agreement Employee 401(k)
                    Retirement Thrift Plan.

 3

                           UNION PACIFIC CORPORATION
SIGNATURE

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

Dated: June 25, 1996

                                 UNION PACIFIC CORPORATION
                                 (Registrant)

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

 4

                             EXHIBIT INDEX
                             --------------

Exhibit Number      Exhibit
- --------------      -------

(23)                Independent Auditors' Consents

(99)(a)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Corporation Thrift Plan.

(99)(b)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Fruit Express Company Agreement Employee
                    401(k) Retirement Thrift Plan.

(99)(c)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Skyway
                    Retirement Savings Plan.

(99)(d)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Agreement Employee 401(k) Retirement Thrift 
                    Plan.

(99)(e)             Financial Statements for the Fiscal Year ended        
                    December 31, 1995 required by Form 11-K for the Union     
                    Pacific Motor Freight Agreement Employee 401(k)
                    Retirement Thrift Plan.

                                                       Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-12513 and in Registration Statement No. 33-
49849 of Union Pacific Corporation on Form S-8 of our report dated June 17,
1996, appearing in Exhibit 99(a) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1995.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
New York, New York

June 25, 1996

                                                      Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 33-
49785 of Union Pacific Corporation on Form S-8 of our report dated May 23,
1996, appearing in Exhibit 99(b) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1995.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska

June 25, 1996

                                                      Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 33-
51735 of Union Pacific Corporation on Form S-8 of our report on the Skyway 
Retirement Savings Plan dated April 18, 1996, appearing in Exhibit 99(c) of 
Amendment No. 1 to the Annual Report on Form 10-K of Union Pacific 
Corporation for the fiscal year ended December 31, 1995.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
San Jose, California

June 25, 1996

                                                      Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 33-
53968 of Union Pacific Corporation on Form S-8 of our report dated May 23,
1996, appearing in Exhibit 99(d) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1995.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska

June 25, 1996

                                                      Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 33-
54811 of Union Pacific Corporation on Form S-8 of our report dated May 23,
1996, appearing in Exhibit 99(e) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1995.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska

June 25, 1996

 COVER
                               Exhibit 99(a)
                                
                  UNION PACIFIC CORPORATION THRIFT PLAN
                                
                Financial Statements for the Years Ended 
                       December 31, 1995 and 1994
                   and Independent Auditors' Report

 INDEX

UNION PACIFIC CORPORATION THRIFT PLAN

TABLE OF CONTENTS
- ------------------------------------------------------------------------------

                                                                          Page
                                                                          ----

INDEPENDENT AUDITORS' REPORT                                               1

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED 
     DECEMBER 31, 1995 AND 1994:
 
   Statements of Net Assets Available for Benefits                         2

   Statements of Changes in Net Assets Available for Benefits              3

   Notes to Financial Statements                                          4-10

Supplemental schedules required by the Employee Retirement Income Security Act
of 1974 are disclosed separately in Master Trust reports filed with the
Department of Labor.

 1

INDEPENDENT AUDITORS' REPORT

Union Pacific Corporation Thrift Plan:

We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Corporation Thrift Plan (the "Plan") as of
December 31, 1995 and 1994, and the related statements of changes in net
assets available for benefits for the years then ended.  These financial
statements are the responsibility of the Plan's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.

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

June 17, 1996

 2

UNION PACIFIC CORPORATION THRIFT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------

                                               1995         1994
                                               ----         ----
                                                 
ASSETS:

 Investments at fair value 
   (Notes 2, 3 and 7)                     $382,627,929 $284,256,438
                                          ------------ ------------

 Net assets available for benefits        $382,627,929 $284,256,438
                                          ============ ============

The accompanying notes are an integral part of these financial statements.

 3

UNION PACIFIC CORPORATION THRIFT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                               1995            1994
                                               ----            ----
                                                    
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
 Investment income (Note 7):
   Net appreciation (depreciation) in
    fair value of investments             $ 73,425,389    $(39,415,374)
   Interest and dividends                   15,024,982      12,368,236 
                                          ------------    ------------ 
                                            88,450,371     (27,047,138)
                                          ------------    ------------ 

 Contributions by (Note 7):                                            
   Employees                                19,113,441      17,333,706 
   Company (net of forfeitures)              6,615,099       6,283,322 
                                          ------------    ------------ 
                                            25,728,540      23,617,028 
                                          ------------    ------------ 

     Total Additions                       114,178,911      (3,430,110)

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:             
 Distributions to participants (Note 7)     15,807,420      12,936,725 
                                          ------------    ------------ 
                                                      
NET INCREASE (DECREASE)                     98,371,491     (16,366,835)

NET ASSETS AVAILABLE FOR BENEFITS:
 Beginning of Year                         284,256,438     300,623,273 
                                          ------------    ------------ 

 End of Year                              $382,627,929    $284,256,438 
                                          ============    ============ 

The accompanying notes are an integral part of these financial statements.

 4

                  UNION PACIFIC CORPORATION THRIFT PLAN
                                
                      NOTES TO FINANCIAL STATEMENTS

1.  DESCRIPTION OF PLAN

    The following description of the Union Pacific Corporation Thrift Plan
    (the "Plan") provides only general information.  Participants should 
    refer to the Plan document for a more complete description of the 
    Plan's provisions.

    General - The Plan was adopted in October 1973 by the Board of Directors 
    of Union Pacific Corporation (the "Company") and approved by its 
    stockholders in May 1974.  Under the terms of the Plan, non-agreement
    employees generally become eligible to participate in the Plan after 
    completing twelve months continuous service and working at least 
    1,000 hours.  Effective November 1, 1995, the Vanguard Money Market 
    Reserves-Prime Portfolio (VMMR Prime Portfolio) was added as an 
    additional investment option.

    Contributions - The Company contributes to the Plan on behalf of each
    participant an amount equal to 50% of the participant's contribution with 
    such Company contribution limited to 3% of the participant's base salary.  
    The Plan meets the requirements of section 401(k) of the Internal 
    Revenue Code, which (i) permits certain employee contributions to be 
    withheld on a "salary deferral" basis, so that amounts deducted will not 
    be included in the employee's income for Federal income tax purposes, (ii) 
    allows employees to contribute up to 16% of their salary to the Plan, 
    (iii) provides for payroll based employee stock ownership plan  
    contributions ("PAYSOP"), and (iv) makes various other changes intended  
    to give participants greater control and flexibility with respect to Plan 
    investments.

    Loans to Participants - In June 1985, the loan provisions of the Plan were
    approved by the Internal Revenue Service and became effective.  The 
    amount of a loan is limited to one-half of the vested value of a 
    participant's accounts, excluding PAYSOP, and subject to a minimum and 
    maximum loan amount as well as limitations based on salary level.  As 
    the loan is repaid, all principal and interest payments will be credited 
    to the participant's accounts, excluding PAYSOP, in the same proportions 
    as the contributions then being made on behalf of the participant.  If no 
    contributions are then being made, the loan repayments will be invested
    in accordance with the participant's most recent investment election,
    unless he or she directs otherwise to the extent permitted by the Plan.
    Participants' loans, which are secured by the participants' individual 
    account balances, bear a fixed rate of interest set by the Plan 
    Administrator based on interest rates then being charged on
    similar loans, and are repayable over periods not exceeding five years, 
    except loans relating to a principal residence, in which case the 
    term of the loan shall not exceed fifteen years.  The loans bear interest 
    ranging from 6.0% to 10.5%.  The number of loans outstanding at 
    December 31, 1995 and 1994 was 1,797 and 1,951, respectively.

 5

                   UNION PACIFIC CORPORATION THRIFT PLAN
                                
                NOTES TO FINANCIAL STATEMENTS--(Continued)

    Participant Accounts - Aggregate monthly employee and Company contributions
    may be invested entirely in the Union Pacific Company Stock Fund (Company
    Stock), Union Pacific Equity Index Fund (Equity Index), Union Pacific Fixed
    Income Fund (Fixed Income), Vanguard/Wellington Fund (Wellington), 
    Vanguard U.S. Growth Fund (U.S. Growth), VMMR Prime Portfolio, Vanguard 
    International Growth Portfolio (International Growth), Vanguard Total 
    Bond Market Fund (Bond Index) or any combination thereof, in multiples of 
    5% in accordance with separate elections by each employee.  At December 
    31, 1995 and 1994, 5,265 and 5,290 members of the Plan held interests in 
    4,725 and 4,815 Company Stock accounts, 2,614 and 2,589 Equity Index 
    accounts, 2,676 and 2,820 Fixed Income accounts, 1,302 and 999 Wellington
    accounts, 925 and 514 U.S. Growth accounts, 9 and zero VMMR Prime 
    Portfolio accounts, 1,106 and 1,072 International Growth accounts, and 
    440 and 359 Bond Index accounts, respectively.  In addition, 3,337 and 
    3,452 members held interests in PAYSOP accounts at December 31, 1995
    and 1994, respectively.

    Participants' Plan accounts are maintained on a unit basis.  Under this
    method, an employee's account value is expressed in units of participation,
    representing an undivided interest in the underlying assets and income 
    of the Fund.  The purchase or redemption price of the units is 
    determined daily by the Trustee, based on the current market values, 
    or contract values in the case of Guaranteed Investment Contracts (GICs), 
    of the underlying assets of the Fund.   

    Vesting - Vesting is based exclusively upon years of service.  
    Participants at all times have a 100% vested interest in their voluntary 
    contributions plus actual earnings thereon and their PAYSOP account.  A 
    participant's vested interest in the portion of his/her account derived
    from Company contributions increases 25% every year, after two years of 
    credited service, to 100% vested after five years of credited service.  A 
    participant's interest in the Company's contributions will also become 
    100% vested if, while employed by the Company, the participant reaches 
    age 65, dies, or sustains a total and permanent disability.

    Payment of Benefits - Except for PAYSOP accounts, a participant may elect 
    to receive a final distribution under the Plan as either a cash lump sum
    distribution or monthly installments over a specified period of time not
    to exceed the lesser of ten calendar years, the life expectancy of the
    participant or the joint life expectancy of the participant and his/her
    beneficiary as prescribed in the Treasury Regulations.  Final 
    distributions of PAYSOP accounts must be lump sum distributions.  For
    benefit payments equal to or less than $3,500, the Plan Administrator
    may direct the Trustee to make a lump sum payment to the participant or
    beneficiary.  A participant has the option to receive the value of 
    his/her PAYSOP account and the portion of his/her account invested in 
    the Company Stock Fund in cash or in shares of such Company stock; 
    in-kind distributions will be lump sum and any fractional shares will be
    distributed in cash.

    A withdrawal may be made by a participant from his/her account in 
    accordance with the Plan's provisions.

 6

                  UNION PACIFIC CORPORATION THRIFT PLAN
                                
                NOTES TO FINANCIAL STATEMENTS--(Continued)

    Forfeitures - When certain terminations of participation in the Plan occur,
    the nonvested portion of a participant's account, as defined by the Plan,
    represents a potential forfeiture.  Such potential forfeitures reduce
    subsequent Company contributions to the Plan.  However, if upon 
    reemployment the former participant fulfills certain requirements as 
    defined in the Plan, the previously forfeited nonvested portion of the 
    participant's account may be restored through Company contributions.

    Amounts summarized below represent Company contributions forfeited for the
    years ended December 31, 1995 and 1994:

                                                               1995      1994
                                                               ----      ----
                                                                
    Company contributions forfeited...................       $30,851   $27,659

    Applied against current year contributions........        18,643    27,659
                                                             -------   -------
                                               
    Applied to reduce subsequent year contributions...       $12,208   $    --
                                                             =======   =======

    Administrative Expenses - All costs of Plan administration are borne by the
    Company.

2.  Significant Accounting Policies - The accounts of the Plan have been
    maintained in accordance with generally accepted accounting principles.  
    The financial statements were prepared in accordance with the financial 
    reporting requirements of the Employee Retirement Income Security Act 
    of 1974 as permitted by the Securities and Exchange Commission's 
    amendments to Form 11-K adopted during 1990.  

    Investments are valued utilizing closing prices except for the investment 
    in the GICs, which is valued at cost plus reinvested interest.  Dividend
    income is recorded as of the ex-dividend date.  Security transactions are 
    recorded as of the trade date.

    Certain 1994 amounts have been reclassified to conform to the 1995 
    financial statement presentation.

3.  Investments - At December 31, 1995 and 1994, Plan investments were
    maintained in commingled funds of the Plan Trustee along with investments 
    of another Company-administered Thrift Plan, within a Master Trust.  
    Assets, liabilities, investment income, and security gains and losses 
    are allocated monthly to the Plan based on its equity in the investments
    of the Master Trust.  At December 31, 1995 and 1994, the Plan held 
    percentage interests in the Master Trust of 82.9 and 84.5 in Company 
    Stock (including PAYSOP), 66.2 and 64.9 in Equity Index, 65.8 and 61.0 
    in Fixed Income, 77.7 and 77.5 in the Loan Fund, 74.0 and 74.4 in 
    Wellington, 71.9 and 73.9 in U.S. Growth, 33.3 and 0.0 in the VMMR Prime
    Portfolio, 75.6 and 74.5 in International Growth, and 70.2 and 64.2 in 
    Bond Index.

 7

                    UNION PACIFIC CORPORATION THRIFT PLAN

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

    At December 31, 1995 and 1994, the total investments at fair value of the
    Master Trust were $526,488,315 and $395,595,127, respectively.  In 
    addition, total net appreciation (depreciation) in fair value of 
    investments and total interest and dividends of the Master Trust were
    $95,247,372 and ($48,929,825) and $21,156,851 and $17,727,550, 
    respectively, for the years ended December 31, 1995 and 1994. 

    The Plan provides for separate funds for the investment of contributions. 
    Participants may designate into which fund or funds their contributions and
    the Company matching contributions are to be directed within specific 
    limits.  At December 31, 1995 and 1994, Company Stock and PAYSOP are 
    invested primarily in Union Pacific Common Stock.  Equity Index is  
    invested in the Vanguard Index Trust 500 Portfolio Fund at December 31,  
    1995 and 1994, which is designed to closely track the investment perform- 
    ance of the Standard and Poor's 500 Composite Stock Index. At December 31,
    1995 and 1994, Fixed Income is comprised of investments in GICs bearing 
    interest at 5.94% to 7.85% and 6.92% to 9.50%, respectively. Interest rates
    are fixed for the life of each contract.  GICs are held with
    insurance companies rated at least A-1 by Standard & Poors.  
    The maturities of these GICs range from two to five years 
    and their principal and interest are unconditionally guaranteed by 
    the respective insurance companies.  The fair value of the GICs 
    approximates their contract value.   At December 31, 1995 and 1994,
    Fixed Income is also comprised of the Vanguard Investment Contract
    Trust, which is comprised of contracts issued by financial institutions and
    backed by high quality bonds and bond mutual funds.  As the GICs expire, 
    the proceeds will be reinvested in the Vanguard Investment Contract Trust. 
    Wellington is invested in the Vanguard/Wellington Fund at December 31, 
    1995 and 1994, which is comprised of common stocks and fixed-income 
    securities.  At December 31, 1995 and 1994, U.S. Growth is invested in 
    Vanguard U.S. Growth Fund which is comprised of established U.S. growth 
    stocks.  International Growth is invested in the Vanguard International 
    Growth Portfolio at December 31, 1995 and 1994, which is comprised of 
    foreign common stocks with high growth potential.  At December 31, 1995 
    and 1994, Bond Index is invested in the Vanguard Total Bond Market   
    Fund which is designed to closely track the investment performance 
    of the Salomon Brothers Broad Investment-Grade Bond Index.  At 
    December 31, 1995, VMMR Prime Portfolio is a diversified money market 
    investment fund invested and reinvested in high quality certificates of 
    deposit, bankers' acceptances, commercial paper, U.S. government 
    securities, and other short-term obligations with the objective of 
    preserving principal while providing income.

4.  Plan Amendments - Effective December 31, 1995, the Plan was amended to
    provide that service with Chicago and North Western Transportation 
    Company or an affiliated company (CNW) counts as service under the
    Plan to the same extent that such service counted under the Chicago 
    and North Western Railway Company Profit Sharing and Retirement Savings 
    Program (the "Savings Program") subject to any reduction for such CNW 
    service provided in the Savings Program.  Effective January 1, 1996, 
    as of any valuation date, each participant shall have the right to 
    withdraw from the Plan all or a part of the amount from a
    Type A, B or C withdrawal as defined by the Plan, provided that the
    participant has not withdrawn any amount within the twelve-month period
    preceding such valuation date.  

 8

                  UNION PACIFIC CORPORATION THRIFT PLAN
                                
                NOTES TO FINANCIAL STATEMENTS--(Continued)

    Effective November 1, 1995, the VMMR Prime Portfolio was added as one of   
    the investment alternatives under the Plan.  Effective June 15, 1995, 
    plan participants who were employees of USPCI, Inc. or its subsidiaries 
    were treated as having a separation from service due to the Company's
    sale of USPCI, Inc. 

    For plan years beginning on or after January 1, 1994, only the first 
    $150,000 (as adjusted) of an employee's salary would be considered for 
    contributions under the Plan. 

5.  Federal Income Taxes - The Company has received a letter of determination
    from the Internal Revenue Service dated April 18, 1995, and the Plan
    Administrator and the Plan's tax counsel believe that the Plan, as
    subsequently amended, is currently designed and being operated in 
    compliance with section 401(a) of the Internal Revenue Code of 1986, 
    as amended.

    Inasmuch as it is the opinion of Management that the Plan is qualified,
    employees participating in the Plan are not taxed on Company contributions
    made on their behalf, on employee contributions made on a pre-tax basis, on
    earnings on such Company contributions or pre-tax employee contributions, 
    or on earnings on after-tax employee contributions, until any such 
    amounts are distributed.  In addition, no provision for Federal income 
    taxes has been made in the financial statements. 

6.  Plan Termination - Although the Plan is intended to be continued by the
    Company, the Company reserves the right to amend or terminate the Plan.  In
    the event of a Plan termination or partial termination, or the Company
    permanently ceases to make contributions, all invested amounts shall
    immediately vest and be nonforfeitable.  All funds shall continue to be 
    held for distribution as provided by the Plan.

7.  Fund Information - Investments at fair value, net appreciation 
    (depreciation) in fair value of investments, interest and dividends,
    contributions, and distributions to participants by fund are as follows 
    for the years ended December 31, 1995 and 1994:

                                              Year Ended        Year Ended 
                                              December 31,      December 31,
                                                 1995              1994
                                                 ----              ----    
                                                        
    Investments at fair value:
     Union Pacific Company Stock Fund       $132,265,668      $102,997,215
     Union Pacific Equity Index Fund          75,624,191        49,774,728
     Union Pacific Fixed Income Fund          87,346,365        75,208,910
     Common Stock/PAYSOP                       8,279,048         5,812,065
     Vanguard Wellington Fund                 25,833,050        12,978,916
     VMMR Prime Portfolio                        131,259            --    
     Vanguard U.S. Growth Fund                15,468,564         4,488,203
     Vanguard International Growth
       Portfolio                              17,915,064        15,952,683
     Vanguard Total Bond Market Fund           3,985,401         2,095,247
     Loan Fund                                15,779,319        14,948,471
                                            ------------      ------------ 
                                            $382,627,929      $284,256,438
                                            ============      ============

 9

                    UNION PACIFIC CORPORATION THRIFT PLAN
                                 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)

                                               Year Ended      Year Ended 
                                               December 31,    December 31,
                                                 1995             1994    
                                                 ----             ----    
                                                      
    Net appreciation (depreciation) in
      fair value of investments:
     Union Pacific Company Stock Fund       $ 44,261,885    $ (32,085,842)
     Union Pacific Equity Index Fund          17,851,537         (959,936)
     Union Pacific Fixed Income Fund             498,543       (3,241,638)
     Company Stock/PAYSOP                      2,568,539       (2,132,097)
     Vanguard Wellington Fund                  3,999,773         (673,682)
     Vanguard U.S. Growth Fund                 2,296,335           83,621 
     Vanguard International Growth
       Portfolio                               1,663,319         (200,197)
     Vanguard Total Bond Market Fund             285,458         (205,603)
                                            ------------     ------------ 
                                            $ 73,425,389     $(39,415,374)
                                            ============     ============ 

    Interest and dividends:
     Union Pacific Company Stock Fund       $  3,640,831     $  3,273,371 
     Union Pacific Equity Index Fund           1,815,158        1,668,928 
     Union Pacific Fixed Income Fund           5,854,826        5,267,929
     Company Stock/PAYSOP                        220,017          208,412
     Vanguard Wellington Fund                  1,142,088          586,064 
     VMMR Prime Portfolio                            693             --   
     Vanguard U.S. Growth Fund                   624,498           52,039 
     Vanguard International Growth
       Portfolio                                 473,057          208,395 
     Vanguard Total Bond Market Fund             194,499          139,672 
     Loan Fund                                 1,059,315          963,426 
                                            ------------     ------------ 
                                            $ 15,024,982     $ 12,368,236 
                                            ============     ============ 

    Contributions:
     Union Pacific Company Stock Fund       $  8,582,467     $  7,748,374 
     Union Pacific Equity Index Fund           5,305,357        5,142,899 
     Union Pacific Fixed Income Fund           5,843,040        5,960,698 
     Company Stock/PAYSOP                          2,924             --   
     Vanguard Wellington Fund                  2,461,104        1,845,394 
     VMRR Prime Portfolio                          1,053             --   
     Vanguard U.S. Growth Fund                 1,122,216          655,762 
     Vanguard International Growth
       Portfolio                               1,984,564        1,899,912 
     Vanguard Total Bond Market Fund             425,815          363,989 
                                            ------------     ------------ 
                                            $ 25,728,540     $ 23,617,028 
                                            ============     ============ 

 10

                  UNION PACIFIC CORPORATION THRIFT PLAN
                                
                NOTES TO FINANCIAL STATEMENTS--(Continued)

                                               Year Ended      Year Ended 
                                              December 31,    December 31,
                                                 1995             1994    
                                                 ----             ----    
                                                       
    Distributions to participants:
     Union Pacific Company Stock Fund       $  5,284,198     $  4,774,709 
     Union Pacific Equity Index Fund           3,123,367        2,082,588 
     Union Pacific Fixed Income Fund           5,860,719        4,494,857 
     Company Stock/PAYSOP                        324,497          331,132 
     Vanguard Wellington Fund                    392,133          395,524 
     Vanguard U.S. Growth Fund                   207,725          149,594 
     Vanguard International Growth
       Portfolio                                 341,643          337,175 
     Vanguard Total Bond Market Fund              62,020           36,800 
     Loan Fund                                   211,118          334,346 
                                            ------------     ------------ 
                                            $ 15,807,420     $ 12,936,725 
                                            ============     ============ 

 COVER

                                Exhibit 99(b)
                                
                        UNION PACIFIC FRUIT EXPRESS
                         COMPANY AGREEMENT EMPLOYEE
                       401(k) RETIREMENT THRIFT PLAN

              Financial Statements and Supplemental Schedules
              for the Years Ended December 31, 1995 and 1994
                    and Independent Auditors' Report

 INDEX

UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

TABLE OF CONTENTS
- ------------------------------------------------------------------------------

                                                                     Page
                                                                     ----

INDEPENDENT AUDITORS' REPORT                                          1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994 AND
  FOR THE YEARS THEN ENDED:

  Statements of Net Assets Available for Benefits                     2

  Statements of Changes in Net Assets Available for Benefits          3

  Notes to Financial Statements                                      4-7

SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995 AND FOR THE
  YEAR THEN ENDED:

  Item 27a - Schedule of Assets Held for Investment Purposes          8

  Item 27d - Schedule of Reportable Transactions                      9

Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.

 1

INDEPENDENT AUDITORS' REPORT

Union Pacific Fruit Express Company Agreement
  Employee 401(k) Retirement Thrift Plan:

We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Fruit Express Company Agreement Employee 401(k)
Retirement Thrift Plan (the Plan) as of December 31, 1995 and 1994 and the
related statements of changes in net assets available for benefits for the
years then ended.  These financial statements are the responsibility of the
Plan's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.  These schedules are the responsibility of the Plan's
management.  Such supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic 1995 financial statements and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska

May 23, 1996

 2

UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                  1995           1994 
                                                  ----           ---- 
                                                         
ASSETS:

  Investments at fair value (Note 3)           $175,643        $73,286
                                               --------        -------

  Net assets available for benefits            $175,643        $73,286
                                               ========        =======

The accompanying notes are an integral part of these financial statements.

 3

UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                   1995          1994
                                                   ----          ----
                                                        
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
  Investment income (Note 7):
    Net appreciation (depreciation) in 
      fair value of investments (Note 3)       $ 29,447       $(3,185)
    Interest                                        125            61 
    Dividends                                     5,159         1,737 
                                               --------       ------- 
                                                 34,731        (1,387)

  Employee Contributions (Note 7):               68,321        60,392 
                                               --------       ------- 

      Total Additions                           103,052        59,005 
                                               --------       ------- 

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
    DISTRIBUTIONS TO PARTICIPANTS (Note 7)          695         1,702 
                                               --------       ------- 

NET INCREASE                                    102,357        57,303 

NET ASSETS AVAILABLE FOR BENEFITS:
    Beginning of Year                            73,286        15,983 
                                               --------       ------- 

    End of Year                                $175,643       $73,286 
                                               ========       ======= 

The accompanying notes are an integral part of these financial statements.

 4

UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

1.  DESCRIPTION OF PLAN

    The following description of the Union Pacific Fruit Express Company
    Agreement Employee 401(k) Retirement Thrift Plan (the Plan) provides only
    general information.  Participants should refer to the Plan document for a
    more complete description of the Plan's provisions.

    General - The Plan is a defined contribution plan covering employees of the
    Union Pacific Fruit Express Company (the Company) who are governed by a
    collective bargaining agreement entered into between the Company and a
    Union to which eligibility to participate in the plan has been extended,
    and have completed one year of service or were employees as of the
    effective date of the Plan, August 1, 1993.  It is subject to the
    provisions of the Employee Retirement Income Security Act of 1974 (ERISA),
    as amended.

    Contributions - Participants may contribute 2% to 8% of their compensation
    on a salary deferral basis subject to limitations specified in the Internal
    Revenue Code.  The Company does not contribute to the Plan.

    Participant Accounts - Each participant account is credited with the
    participant's contributions and an allocation of the Plan's earnings. 
    Allocations are based on participant account balances.

    Vesting - Participants are at all times 100% vested in the value of their
    account.

    Payment of Benefits - Distribution of benefits shall be in a lump sum no
    later than 60 days following the close of the plan year in which the
    participant's termination of employment occurs, subject to certain
    mandatory pay-outs to participants who have attained age 70-1/2, but have
    not yet terminated employment.

2.  SIGNIFICANT ACCOUNTING POLICIES

    Basis of Accounting - The accounts of the Plan have been prepared in
    accordance with generally accepted accounting principles.  The financial
    statements were prepared in accordance with the financial reporting
    requirements of the Employee Retirement Income Security Act of 1974 as
    permitted by the Securities and Exchange Commission's amendments to Form
    11-K adopted during 1990.

    Investment Valuation and Income Recognition - Investments in the Union
    Pacific Company Stock Fund, Vanguard/Wellington Fund, Vanguard Index Trust-
    500 Portfolio Fund, Vanguard US Growth Fund, Vanguard International Growth
    Portfolio Fund and the Vanguard Total Bond Market Fund are valued at fair
    value as determined by quoted market prices.  The investments in the
    Vanguard Investment Contract Trust Fund are valued at fair value as
    determined by Vanguard Fiduciary Trust Company.  Dividend income is
    recorded as of the ex-dividend date. Security transactions are recorded as
    of the trade date.

    Reclassifications - Certain reclassifications have been made to the 1994
    financial statements to conform with classifications in the 1995 financial
    statements.

 5

3.  INVESTMENTS

    Plan participants may direct their contributions in various proportions to
    any of the seven available investment funds identified below:

    Fund A - Union Pacific Company Stock Fund - This fund is administered as a
    separate account by Vanguard Fiduciary Trust Company and invests primarily
    in the stock of Union Pacific Corporation.  It also maintains a small cash
    position invested in Vanguard Money Market Reserves, to facilitate
    transactions.  The Company stock fund is divided into fund shares, rather
    than shares of company stock. 

    Fund B - Vanguard Wellington Fund - This fund consists of investment in the
    Vanguard Wellington Mutual Fund.

    Fund C -Vanguard Index Trust-500 Portfolio Fund - This fund consists of
    investment in the Vanguard Index Trust-500 Portfolio Mutual Fund.

    Fund D - Vanguard Investment Contract Trust Fund -This fund consists of
    investment in the Vanguard Fiduciary Trust Company Investment Contract
    Trust, a collective investment fund for tax-qualified pension and profit
    sharing plan assets.

    Fund E - Vanguard US Growth Fund - This fund consists of investment in the
    Vanguard US Growth Mutual Fund.

    Fund F - Vanguard International Growth Portfolio - This fund consists of
    investment in the Vanguard International Growth Portfolio Mutual Fund.

    Fund G - Vanguard Total Bond Market Fund - This fund consists of investment
    in the Vanguard Total Bond Market Mutual Fund.

    The following table presents the fair value of investments.  Investments
    that represent 5% or more of the Plan's net assets are separately
    identified.

                                December 31, 1995        December 31, 1994
                                -----------------        -----------------
                                Number      Fair         Number      Fair
                                of Units    Value        of Units    Value
                                --------    -----        --------    -----
                                                        
  Investments at Fair Value as
    Determined by Quoted Market
    Price:

    Union Pacific Company
     Stock Fund                3,158.845   $ 34,242      1,169.466   $ 8,794

    Vanguard Wellington Fund   2,552.599     62,360      1,525.238    29,574

    Vanguard Index Trust - 
     500 Portfolio Fund        1,227.725     70,717        671.927    28,873

    Other                           -         6,489           -          172
                                            --------                  -------
                                            173,808                   67,413
  Other Investments at Estimated
    Fair Value:                               1,835                    5,873
                                            --------                  -------
  Total Investments at
    Fair Value                             $175,643                  $73,286
                                            ========                  =======

 6

    During 1995 and 1994, the Plan's investments (including investments bought,
    sold, and held during the year), appreciated (depreciated) in value by
    $29,447 and $(3,185), respectively, as follows:

                                                              Years Ended     
                                                              December 31,    
                                                           1995         1994  
                                                        ---------------------
                                                              
    Net Change in Fair Value

    Investments at Fair Value as Determined
      by Quoted Market Price:

      Union Pacific Company Stock Fund                  $ 5,897      $(1,912)

      Mutual Funds                                       23,550       (1,273)
                                                        -------       ------- 
    Net change in fair value                            $29,447      $(3,185)
                                                        =======      ======= 

4.  PLAN ADMINISTRATION

    The Plan is administered by the Senior Vice President, Human Resources of
    Union Pacific Corporation.  All expenses incurred in the administration of
    the Plan are paid by the Company.

5.  TAX STATUS

    The Plan obtained a tax determination letter dated July 27, 1995, in which
    the Internal Revenue Service stated that the Plan, as then designed, was in
    compliance with the applicable requirements of the Internal Revenue Code
    (the Code).  The Plan has been amended since receiving the determination
    letter.  However, Plan management believes that the Plan currently is being
    operated in compliance with the applicable requirement of the Internal
    Revenue Code.  Therefore, it is believed that the Plan was qualified and
    the related trust was tax-exempt under provisions of Section 501(a) of the
    Internal Revenue Code as of the financial statement date.  Therefore, no
    provision for income taxes has ben included in the Plan's financial
    statements.

6.  PLAN TERMINATION

    Although it has not expressed any intent to do so, the Company has the
    right under the Plan at any time, to terminate the Plan subject to the
    provisions of ERISA.  Regardless of such actions, the principal and income
    of the Plan remains for the exclusive benefit of the Plan's participants
    and beneficiaries.  The Company may direct the Trustee either to distribute
    the Plan's assets to the participants, or to continue the Trust and
    distribute benefits as though the Plan had not been terminated.

 7

7.  FUND INFORMATION

    Investment income, contributions and distributions to participants by fund
    are as follows for the year ended December 31, 1995 and 1994:

                                             Year Ended       Year Ended 
                                            December 31,     December 31,
                                                1995             1994     
                                            ------------    -------------
                                                     
  Investment Income:
    Union Pacific Company Stock Fund             $ 6,553         $(1,729)
    Vanguard Wellington Fund                      13,064             (44)
    Vanguard Index Trust 500 Portfolio
     Fund                                         14,642             325 
    Vanguard Investment Contract Trust
     Fund                                            125              61 
    Vanguard U.S. Growth Fund                        257               1 
    Vanguard International Growth Portfolio
     Fund                                             89              (1)
    Vanguard Total Bond Market Fund                    1               - 
                                                 -------         --------
                                                 $34,731         $(1,387)
                                                 =======         ======= 

  Contributions:
    Union Pacific Company Stock Fund             $16,939         $ 8,830 
    Vanguard Wellington Fund                      24,807          24,728 
    Vanguard Index Trust - 500 Portfolio
     Fund                                         23,468          23,899 
    Vanguard Investment Contract Trust Fund        1,455           2,727 
    Vanguard U.S. Growth Fund                        773              78 
    Vanguard International Growth Portfolio
     Fund                                            836             130 
    Vanguard Total Bond Market Fund                   43             -   
                                                 -------         ------- 
                                                 $68,321         $60,392 
                                                 =======         ======= 

  Distributions to participants:
    Union Pacific Company Stock Fund             $   -           $   103 
    Vanguard Wellington Fund                         189             -   
    Vanguard Index Trust - 500 Portfolio
     Fund                                            -               103 
    Vanguard Investment Contract Trust
     Fund                                            506           1,496 
    Vanguard U.S. Growth Fund                        -               -   
    Vanguard International Growth Portfolio
     Fund                                            -               -   
    Vanguard Total Bond Market Fund                  -               -   
                                                 -------         ------- 
                                                 $   695         $ 1,702 
                                                 =======         ======= 

 8

UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
     Column B                   Column C               Column D       Column E
 Identity of Issue,    Description of Investment 
Borrower, Lessor     Including Collateral, Rate 
 or Similar Party     of Interest, Maturity Date,                      Current
                         Par or Maturity Value            Cost          Value 
 ------------------   ---------------------------         ----         -------

Union Pacific Company
 Stock Fund*              3,158.845 units                $ 30,253       $ 34,242

Vanguard Wellington Fund* 2,552.599 units                  53,951         62,360

Vanguard Index Trust -
 500 Portfolio Fund*      1,227.725 units                  57,850         70,717

Vanguard US Growth Fund*    260.343 units                   5,251          5,298

Vanguard International
 Growth Portfolio Fund*      76.391 units                   1,088          1,147

Vanguard Investment Contract
 Trust Fund*              1,834.850 units                   1,835          1,835

Vanguard Total Bond
 Market Fund*                 4.380 units                      44             44           
                                                         --------       --------
                                                         $150,272       $175,643
                                                         ========       ========
*Represents a party-in-interest

 9

UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------------

Single Transactions Involving an Amount in 
Excess of 5% of the Current Value of Plan Assets:

  Column A     Column B    Column C   Column D  Column G   Column H     Column I
                                                           Current
  Identity                                                 Value of       Net
    of         Descrip-                                    Asset on       Gain
   Party       tion of     Purchase   Selling   Cost of   Transaction      or
  Involved      Asset       Price     Price     Asset        Date        (Loss)
  --------     --------    --------   -------   -------   -----------   --------
                                                     
Vanguard       
Fiduciary      Vanguard
Trust          US Growth
Company        Fund*        $4,189    $  -      $4,189       $4,189       $ -  

Vanguard
Fiduciary      Vanguard
Trust          Wellington
Company        Fund*        $  -      $4,189    $3,465       $4,189       $ 724

Series of Transactions, When Aggregated, Involving an
Amount in Excess of 5% of the Current Value of Plan Assets:

  Column A     Column B    Column C    Column D  Column E    Column F  Column G

                                                  Total       Total
  Identity                                        Dollar      Dollar      Net
    of         Descrip-     Number      Number    Value       Value      Gain 
   Party       tion of        of          of       of          of         or  
  Involved      Asset      Purchases    Sales    Purchases    Sales      (Loss)
  --------     --------    ---------    ------   ---------    ------     ------
                                                      
Vanguard       Union
Fiduciary      Pacific
Trust          Company
Company        Stock
               Fund*          29          -       $19,551       $  -       $  -

Vanguard
Fiduciary      Vanguard
Trust          Wellington
Company        Fund*          28          4       $29,981       $7,421     $887

Vanguard       Vanguard
Fiduciary      Index
Trust          Trust -
Company        500
               Portfolio
               Fund*          30          1       $29,092       $  464     $ 30

Vanguard       Vanguard
Fiduciary      Investment
Trust          Contract
Company        Trust
               Fund*          36          2       $ 1,972       $2,678     $  -

Vanguard       
Fiduciary      Vanguard
Trust          US Growth
Company        Fund*          26          -       $ 5,186       $  -       $  -

*Represents a party-in-interest

 COVER 

                                  Exhibit 99(c)
                                 
                        SKYWAY RETIREMENT SAVINGS PLAN

                     Financial Statements for the Years Ended
                     December 31, 1995 and 1994, Supplemental
                   Schedules for the Year Ended December 31, 1995
                         and Independent Auditors' Report

 INDEX

SKYWAY RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS
- ------------------------------------------------------------------------------

                                                                      Page
                                                                      ----

Independent Auditors' Report                                           1

Financial Statements for the Years Ended December 31, 1995 and 1994:

 Statements of Net Assets Available for Benefits                       2

 Statements of Changes in Net Assets Available for Benefits            3

 Notes to Financial Statements                                        4-7

Supplemental Schedules for the Year Ended December 31, 1995:          

 Item 27a - Assets Held for Investment Purposes                        8

 Item 27d - Reportable Plan Transactions                               9

 1

INDEPENDENT AUDITORS' REPORT

The Administrative Committee of the
 Skyway Retirement Savings Plan:

We have audited the accompanying statements of net assets available for
benefits of the Skyway Retirement Savings Plan (the Plan) as of December 31,
1995 and 1994, and the related statements of changes in net assets available
for benefits for the years then ended.  These financial statements are the
responsibility of the Plan's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplemental schedules
of assets held for investment as of December 31, 1995 and reportable Plan
transactions for the year ended December 31, 1995 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.  These schedules are the responsibility
of the Plan's management.  Such supplemental schedules have been subjected to
the auditing procedures applied in our audit of the basic 1995 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California

April 18, 1996

 2

SKYWAY RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                       1995             1994   
                                                       ----             ----   
                                                                 
ASSETS

INVESTMENTS (Note 3)                                $6,085,825       $4,391,113

CONTRIBUTIONS RECEIVABLE                                67,451           48,183
                                                    ----------       ----------

NET ASSETS AVAILABLE FOR BENEFITS                   $6,153,276       $4,439,296
                                                    ==========       ==========

See notes to financial statements.

 3

SKYWAY RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                       1995             1994   
                                                       ----             ----   
                                                              
CONTRIBUTIONS:                                                
 Employee                                          $1,335,213       $1,040,971 
 Employer matching                                    333,572          257,362 
 Less forfeited employer matching funds               (28,193)         (16,028)
                                                   ----------        ---------- 

   Total contributions                              1,640,592        1,282,305 
                                                   ----------        ---------- 
INVESTMENT INCOME (LOSS):
 Interest and dividends                               255,458          183,940 
 Net appreciation (depreciation) in fair value
   of investments                                     846,716         (234,227)
                                                   ----------       ---------- 
 
   Total investment income (loss)                   1,102,174          (50,287)
                                                   ----------       ---------- 

BENEFIT PAYMENTS                                   (1,028,786)        (181,407)
                                                   ----------       ---------- 

NET INCREASE IN NET ASSETS AVAILABLE FOR
 BENEFITS                                           1,713,980        1,050,611 

NET ASSETS AVAILABLE FOR BENEFIT:
 Beginning of year                                  4,439,296        3,388,685 
                                                   ----------       ---------- 

 End of year                                       $6,153,276       $4,439,296 
                                                   ==========       ========== 

See notes to financial statements.

 4

SKYWAY RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

1. DESCRIPTION OF THE PLAN

   The following description of the Skyway Retirement Savings Plan (the Plan)
   provides only general information.  Participants should refer to the Plan
   agreement and amendments for a more complete description of the Plan's
   provisions.

   General - The Plan, established January 1983 by Skyway Freight Systems,
   Inc. (the Company), is a defined contribution plan covering all full-time
   employees who have completed one year and 1,000 hours of service.  The
   Plan is subject to the provisions of the Employee Retirement Income
   Security Act of 1974 (ERISA).  Vanguard Fiduciary Trust Company (Vanguard)
   serves as trustee of the Plan.

   Contributions - Participants may elect to make tax deferred contributions
   of up to 10% of their compensation (subject to certain Internal Revenue
   Code limitations).  Rollover contributions from a participant's former
   qualified plan or individual retirement account are also allowed.

   Employer contributions are determined at the discretion of the Company's
   Board of Directors and may consist of the following:

      Matching - For the years ended December 31, 1995 and 1994, the Company
      contributed an amount equal to 25% of participant's contributions. 
      Forfeited matching contributions revert to the Company and may be used
      in the following year as a portion of the matching contribution.

      Profit-Sharing - No profit-sharing contributions were made for the years
      ended December 31, 1995 and 1994.  Forfeited contribution amounts are
      added to the profit-sharing contribution to be allocated to the
      participants.  The profit-sharing component of the Plan was eliminated
      effective January 1, 1995.

   Participant Accounts - Each participant's account is credited with the
   participant's contributions and an allocation of (a) the Company's
   contributions, (b) Plan earnings, and (c) forfeitures of profit-sharing
   contributions of terminated participant's nonvested amounts.  Allocations
   are based on participants' contributions, compensation or account balances,
   as defined in the Plan.

   Vesting - Participants are immediately vested as to participant
   contributions and earnings thereon.  Vesting in the remainder of their
   accounts is based on years of continuous employment.  Participants are
   fully vested after seven years of employment, attainment of age 65, or if
   employment is terminated by disability or death, regardless of years of
   service.  Upon employee termination, all nonvested amounts will be
   forfeited.

   Investment Options - Participants may direct the investment of their
   accounts in any of the following six investments options:

      Vanguard Windsor II - Funds are invested with a growth and income
      objective in common stocks.

      Vanguard Investment Contract Trust - Funds are invested in contracts
      issued by insurance companies and banks, and in similar types of fixed
      income investments.

 5
      
      Vanguard Index Trust 500 Portfolio - Funds are invested in all of the
      stocks included the Standard & Poor's 500 Index.

      Vanguard International Growth Portfolio - Funds are invested in
      potential growth companies based outside of the United States.

      Union Pacific Company Stock Fund - Funds are invested in common stock of
      Union Pacific Corporation.

      Vanguard Total Bond Market Fund - Funds are invested in corporate bonds.

   Investment decisions may be changed on a daily basis.

   Payment of Benefits - On termination of employment or attainment of age 65,
   whichever is later, a participant may elect to receive the benefit in one
   of the following forms: (1) a lump-sum amount equal to the value of the
   vested portion of the participant's account; (2) installments, payable at
   least annually over a period of years determined by the Plan's
   Administrative Committee; (3) a nontransferable annuity contract providing
   for a monthly guaranteed income for a specified number of years; or (4) a
   combination of the above.

2. SIGNIFICANT ACCOUNTING POLICIES

   Basis of Accounting - The financial statements of the Plan are prepared
   under the accrual method of accounting.

   Payment of Benefits - Benefits are recorded when paid.

   Investments are stated at fair value as determined by quoted market prices
   except for the Vanguard Investment Contract Trust, which is stated at
   contract value, and participant loans, which are stated at face value.

   Administrative expenses of the Plan are paid by the Company.

   Income Taxes - A favorable determination letter has been received from the
   Internal Revenue Service as to the qualified status of the Plan as amended
   through December 15, 1994.  Therefore, management believes the Plan was
   qualified and tax-exempt as of and for the years ended December 31, 1995
   and 1994.  Accordingly, no provision for Federal or state income taxes has
   been made.

 6

3. INVESTMENTS

   Investments at December 31, 1995 and 1994 consist of:

                                                        1995             1994  
                                                        ----             ----  

   Vanguard Windsor II - at fair value              $1,339,429       $  879,796
   Vanguard Investment Contract Trust 
     - at contract value                             1,228,841        1,112,487
   Vanguard Index Trust 500 Portfolio 
     - at fair value                                   985,897          518,726
   Vanguard International Growth Portfolio 
     - at fair value                                   864,414          825,273
   Union Pacific Company Stock Fund 
     - at fair value                                   828,031          515,561
   Vanguard Total Bond Market Fund 
     - at fair value                                   570,476          368,568
   Participant loans                                   268,737          170,702
                                                    ----------       ----------
                                                    $6,085,825       $4,391,113
                                                    ==========       ==========

4. PARTICIPANT LOANS

   The Plan permits participants to borrow against the lesser of 50% of the
   vested portion of their account balance, or 100% of their before-tax
   contribution amount, to a maximum of $50,000.  The loans bear interest at
   prime rate plus 1% and are payable over a maximum five-year period.  Loan
   repayment generally is made through payroll deductions.

5. PLAN TERMINATION

   Although it has not expressed any intent to do so, the Company has the
   right under the Plan to discontinue its contributions at any time and to
   terminate the Plan subject to the provisions of ERISA.  In the event of
   Plan termination, participants become fully vested.

6. ASSETS OF TERMINATED EMPLOYEES

   At December 31, 1995 and 1994, approximately $265,000 and $143,000,
   respectively, of Plan assets were payable to terminated employees who have
   withdrawn from participation in the Plan.

 7

7. FUND INFORMATION

   Contributions, benefit payments and investment income by fund for the years
   ended December 31, 1995 and 1994 are as follows:

                                                       1995             1994   
                                                       ----             ----   
                                                               
     Contributions:
       Employee contributions:
         Vanguard Windsor II                        $  277,426       $  198,399
         Vanguard Investment Contract Trust            209,279          237,421
         Vanguard Index Trust 500 Portfolio            249,402          151,285
         Vanguard International Growth Portfolio       258,342          171,576
         Union Pacific Company Stock Fund              212,921          168,913
         Vanguard Total Bond Market Fund               127,843          113,377
                                                    ----------       ----------

                                                    $1,335,213       $1,040,971
                                                    ==========       ==========

     Employer matching contributions:
         Vanguard Windsor II                        $   67,346       $  49,191 
         Vanguard Investment Contract Trust             35,073          44,269 
         Vanguard Index Trust 500 Portfolio             60,600          37,149 
         Vanguard International Growth Portfolio        61,075          42,635 
         Union Pacific Company Stock Fund               50,568          40,418 
         Vanguard Total Bond Market Fund                30,717          27,672 
                                                    ----------       --------- 
        
                                                    $  305,379       $ 241,334 
                                                    ==========       ========= 

     Benefit payments:
         Vanguard Windsor II                        $  250,171       $  23,122 
         Vanguard Investment Contract Trust            160,078          47,710 
         Vanguard Index Trust 500 Portfolio             98,296          19,130 
         Vanguard International Growth Portfolio       304,165          43,730 
         Union Pacific Company Stock Fund              159,252          25,551 
         Vanguard Total Bond Market Fund                25,536          20,329 
         Participant loans                              31,288           1,835 
                                                    ----------       --------- 

                                                   $1,028,786        $ 181,407 
                                                    ==========       ========= 

     Investment income (loss):                                
         Vanguard Windsor II                        $  346,362       $   1,132 
         Vanguard Investment Contract Trust             70,647          48,652 
         Vanguard Index Trust 500 Portfolio            226,727           6,792 
         Vanguard International Growth Portfolio       109,739           1,242 
         Union Pacific Company Stock Fund              256,554        (116,225)
         Vanguard Total Bond Market Fund                76,986          (1,217)
         Participant loans                              15,159           9,337 
                                                    ----------       --------- 

                                                   $1,102,174       $ (50,287)
                                                    ==========       ========= 

 8

SKYWAY RETIREMENT SAVINGS PLAN

ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- -------------------------------------------------------------------------------
                                            Number                     Market  
                                           of Units        Cost        Value  
                                           --------        ----        ------  
                                                               
Vanguard Windsor II (1)                       64,832  $1,157,086    $1,339,429
Vanguard Investment Contract Trust (1)     1,228,841   1,228,841     1,228,841
Vanguard Index Trust 500 Portfolio (1)        17,116     805,227       985,897
Vanguard International Growth Portfolio (1)   57,551     799,693       864,414
Union Pacific Company Stock Fund (1)          76,387     723,357       828,031
Vanguard Total Bond Market Fund (1)           56,260     544,413       570,476
Participant loans (2)                           --       268,737       268,737
                                                      ----------    ----------

                                                      $5,527,354    $6,085,825
                                                      ==========    ==========
(1)  Represents a party-in-interest.

(2)  Consists of 99 individual loans with interest at prime plus 1% and terms
     ranging from one to five years.

 9

SKYWAY RETIREMENT SAVINGS PLAN

ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE PLAN TRANSACTIONS*
YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------

                                              Cost      Proceeds      Gain
                                              ----      --------      ----
                                                             
Description of Investment

SERIES OF TRANSACTIONS

ACQUISITIONS:
 Vanguard Windsor II (62 transactions)    $624,901                    
 Vanguard Investment Contract Trust        545,641
   (100 transactions)
 Vanguard Index 500 Portfolio              403,422
   (52 transactions)
 Vanguard International Growth Portfolio   373,485
   (42 transactions)
 Union Pacific Company stock               324,945
   (47 transactions)
 Vanguard Total Bond Market Fund           218,085
   (72 transactions)

DISPOSITIONS:
 Vanguard Investment Contract Trust       $429,288      $429,288      $    --
   (77 transactions)
 Vanguard International Growth Portfolio   407,068       421,242       14,174
   (72 transactions)
 Vanguard Windsor II (72 transactions)     384,956       437,424       52,468
 Union Pacific Company stock               203,716       248,347       44,631
   (78 transactions)
 Vanguard Index 500 Portfolio              124,106       142,353       18,247
   (58 transactions)                                
 Vanguard Total Bond Market Fund            59,060        61,866        2,806
   (63 transactions)

* Reportable Plan transactions are defined as transactions that exceed 5% of
  the fair market value of Plan assets at the beginning of the year.  All
  reportable transactions are with parties-in-interest.

 COVER

                                 Exhibit 99(d)
                                 
                       UNION PACIFIC AGREEMENT EMPLOYEE
                         401(k) RETIREMENT THRIFT PLAN
                                 
                Financial Statements and Supplemental Schedules
                for the Years Ended December 31, 1995 and 1994
                     and Independent Auditors' Report

 INDEX

UNION PACIFIC AGREEMENT EMPLOYEE 
401(k) RETIREMENT THRIFT PLAN

TABLE OF CONTENTS
- ------------------------------------------------------------------------------
                                                                     Page
                                                                     ----

INDEPENDENT AUDITORS' REPORT                                           1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994
 AND FOR THE YEARS THEN ENDED:

  Statements of Net Assets Available for Benefits                      2

  Statements of Changes in Net Assets Available for Benefits           3

  Notes to Financial Statements                                       4-7

SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995
 AND FOR THE YEAR THEN ENDED:

  Item 27a - Schedule of Assets Held for Investment Purposes           8

  Item 27d - Schedule of Reportable Transactions                       9

Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.

 1

INDEPENDENT AUDITORS' REPORT

Union Pacific Agreement Employee 401(k)
  Retirement Thrift Plan:

We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Agreement Employee 401(k) Retirement Thrift Plan
(the Plan) as of December 31, 1995 and 1994, and the related statements of
changes in net assets available for benefits for the years then ended.  These
financial statements are the responsibility of the Plan's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.  These schedules are the responsibility of the Plan's
management.  Such supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic 1995 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska

May 23, 1996

 2

UNION PACIFIC AGREEMENT EMPLOYEE 
401(k) RETIREMENT THRIFT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                     1995        1994   
                                                     ----        ----   
                                                       
ASSETS:

 Investments at fair value (Note 3)              $55,139,991 $27,934,819
                                                 ----------- -----------

 Net assets available for benefits               $55,139,991 $27,934,819
                                                 =========== ===========

The accompanying notes are an integral part of these financial statements.

 3

UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                     1995        1994   
                                                     ----        ----   
                                                        
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
 Investment income (Note 7):
   Net appreciation (depreciation) in fair 
     value of investments (Note 3)               $ 9,657,059  $(1,638,888)
   Interest                                          234,540      126,861 
   Dividends                                       1,451,500      688,832 
                                                 -----------  ----------- 
                                                  11,343,099     (823,195)

   Employee Contributions (Note 7):               16,805,417   14,865,579 
                                                 -----------  ----------- 

     Total Additions                              28,148,516   14,042,384 
                                                 -----------  ----------- 

DEDUCTION FROM NET ASSETS ATTRIBUTED TO
 DISTRIBUTION TO PARTICIPANTS (Note 7):              943,344      326,064 
                                                 -----------  ----------- 

NET INCREASE                                      27,205,172   13,716,320 

NET ASSETS AVAILABLE FOR BENEFITS:
 Beginning of Year                                27,934,819   14,218,499 
                                                 -----------  ----------- 

 End of Year                                     $55,139,991  $27,934,819 
                                                 ===========  =========== 

The accompanying notes are an integral part of these financial statements.

 4

UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

1.  DESCRIPTION OF PLAN

    The following description of the Union Pacific Agreement Employee 401(k)
    Retirement Thrift Plan (the Plan) provides only general information. 
    Participants should refer to the Plan document for a more complete
    description of the Plan's provisions.

    General - The Plan is a defined contribution plan covering employees of the
    Union Pacific Railroad Company and its Railroad affiliates (the Company) 
    who are represented for the purposes of collective bargaining by a rail 
    union, to which eligibility to participate in the Plan has been extended. 
    The Plan covers employees who have completed one year of service or were 
    employees as of the effective date of the Plan, July 1, 1990.  It is 
    subject to the provisions of the Employee Retirement Income Security Act 
    of 1974 (ERISA), as amended.

    Contributions - Participants may contribute 2% to 8% of their compensation
    on a salary deferral basis subject to limitations specified in the Internal
    Revenue Code.  The Company does not contribute to the Plan.

    Participant Accounts - Each participant account is credited with the
    participant's contributions and an allocation of the Plan's earnings. 
    Allocations are based on participant account balances.

    Vesting - Participants are at all times 100% vested in the value of their
    account.

    Payment of Benefits - Distribution of benefits shall be in a lump sum no
    later than 60 days following the close of the plan year in which the
    participant's termination of employment occurs, subject to certain 
    mandatory pay-outs to participants who have attained age 70-1/2, but have
    not yet terminated employment.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of Accounting - The accounts of the Plan have been prepared in
    accordance with generally accepted accounting principles.  The financial
    statements were prepared in accordance with the financial reporting
    requirements of the Employee Retirement Income Security Act of 1974 as
    permitted by the Securities and Exchange Commission's amendments to Form 
    11-K adopted during 1990.

    Investment Valuation and Income Recognition - Investments in the Union
    Pacific Company Stock Fund, Vanguard Wellington Fund, Vanguard Index 
    Trust-500 Portfolio Fund, Vanguard US Growth Fund, Vanguard International
    Growth Portfolio Fund, and the Vanguard Total Bond Market Fund are valued 
    at fair value as determined by quoted market prices.  The investments in 
    the Vanguard Investment Contract Trust Fund are valued at fair value as
    determined by Vanguard Fiduciary Trust Company.  Dividend income is
    recorded as of the ex-dividend date.  Security transactions are recorded 
    as of the trade date.

    Reclassifications - Certain reclassifications have been made to the 1994
    financial statements to conform with classifications in the 1995 financial
    statements.

 5

3.  INVESTMENTS

    Plan participants may direct their contributions in various proportions to
    any of the seven available investment funds identified below:

    Fund A - Union Pacific Company Stock Fund - This fund is administered as a
    separate account by Vanguard Fiduciary Trust Company and invests primarily
    in the stock of Union Pacific Corporation.  It also maintains a small cash
    position invested in Vanguard Money Market Reserves, to facilitate
    transactions.  The Company stock fund is divided into fund shares, rather
    than shares of company stock.

    Fund B - Vanguard Wellington Fund - This fund consists of investment in the
    Vanguard Wellington Mutual Fund.

    Fund C - Vanguard Index Trust-500 Portfolio Fund - This fund consists of
    investment in the Vanguard Index Trust-500 Portfolio Mutual Fund.

    Fund D - Vanguard Investment Contract Trust Fund - This fund consists of
    investment in the Vanguard Fiduciary Trust Company Investment Contract
    Trust, a collective investment fund for tax-qualified pension and profit
    sharing plan assets.

    Fund E - Vanguard US Growth Fund - This fund consists of investment in the
    Vanguard US Growth Mutual Fund.

    Fund F - Vanguard International Growth Portfolio Fund - This fund consists
    of investment in the Vanguard International Growth Portfolio Mutual Fund.

    Fund G - Vanguard Total Bond Market Fund - This fund consists of investment
    in the Vanguard Total Bond Market Mutual Fund.

    The following table presents the fair value of investments.  Investments
    that represent 5% or more of the Plan's net assets are separately
    identified.

                                 December 31, 1995          December 31, 1994   
                              -----------------------    -----------------------
                              Number          Fair       Number        Fair
                              of Units       Value       of Units     Value
                              --------       -----       --------     -----
                                                         
Investments at Fair Value as Determined
 by Quoted Market Price:

  Vanguard Wellington Fund    611,225.539  $14,932,240   395,734.661 $ 7,673,295

  Vanguard Index Trust 
   - 500 Portfolio Fund       368,706.110   21,237,472   247,862.819  10,650,665

  Union Pacific Company 
  Stock Fund                1,016,452.978   11,018,350   648,639.166   4,877,767

  Other                             --       3,172,056         --      1,034,850
                                           -----------               -----------
                                            50,360,118                24,236,577
                                           -----------               -----------
 Investments at Estimated Fair Value:
 Vanguard Investment Contract 
  Trust Fund                4,779,873.470    4,779,873 3,041,067.370   3,041,067

  Other                             --          --             --        657,175
                                           -----------               -----------
                                             4,779,873                 3,698,242
                                           -----------               -----------
                                           $55,139,991               $27,934,819
                                           ===========               ===========

 6

During 1995 and 1994, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value by
$9,657,060 and $(1,638,888), respectively, as follows:

                                                      Years Ended
                                                      December 31,
                                                  --------------------
                                                  1995            1994
                                                  ----            ----
                                                        
    Net Change in Fair Value

    Investments at Fair Value as Determined
      by Quoted Market Price: 

       Union Pacific Company Stock Fund        2,656,355      (1,146,200)  

       Mutual Funds                           $7,000,704     $  (492,688)  
                                              ----------     -----------   

      Net change in fair value                $9,657,059     $(1,638,888)  
                                              ==========     ============  

4.  PLAN ADMINISTRATION

    The Plan is administered by the Senior Vice President, Human Resources of
    Union Pacific Corporation.  All expenses incurred in the administration of
    the Plan are paid by the Company.

5.  TAX STATUS

    The Plan obtained a tax determination letter dated July 27, 1995, in which
    the Internal Revenue Service stated that the Plan, as then designed, was in
    compliance with the applicable requirements of the Internal Revenue Code
    (the Code).  The Plan has been amended since receiving the determination
    letter.  However, Plan management believes that the Plan currently is being
    operated in compliance with the applicable requirement of the Internal
    Revenue Code.  Therefore, it is believed that the Plan was qualified and
    the related trust was tax-exempt under provisions of Section 501(a)of the
    Internal Revenue Code as of the financial statement date.  Therefore, no
    provision for income taxes has been included in the Plan's financial
    statements.

6.  PLAN TERMINATION

    Although it has not expressed any intent to do so, the Company has the
    right under the Plan at any time, to terminate the Plan subject to the
    provisions of ERISA.  Regardless of such actions, the principal and income
    of the Plan remains for the exclusive benefit of the Plan's participants
    and beneficiaries.  The Company may direct the Trustee either to distribute
    the Plan's assets to the participants, or to continue the Trust and
    distribute benefits as though the Plan had not been terminated.

 7

7.  FUND INFORMATION

    Investment income, contributions and distributions to participants by fund
    are as follows for the years ended December 31, 1995 and 1994:

                                                 Year Ended     Period Ended
                                                December 31,    December 31,
                                                    1995            1994    
                                                ------------    ------------
                                                          
       Investment Income:
         Union Pacific Company Stock Fund        $ 2,906,421    $(1,033,466)
         Vanguard Wellington Fund                  3,049,684        (25,193)
         Vanguard Index Trust 500 Portfolio Fund   4,783,462        129,293 
         Vanguard Investment Contract Trust Fund     234,540        126,861 
         Vanguard U.S. Growth Fund                   155,034          2,880 
         Vanguard International Growth                      
           Portfolio Fund                            193,334        (23,585)
         Vanguard Total Bond Market Fund              20,624             15 
                                                 -----------    ----------- 
                                                 $11,343,099    $  (823,195)
                                                 ===========    =========== 

       Contributions:
         Union Pacific Company Stock Fund        $ 3,538,563    $ 3,107,322 
         Vanguard Wellington Fund                  4,410,060      4,201,415 
         Vanguard Index Trust - 500 Portfolio Fund 5,850,039      5,626,644 
         Vanguard Investment Contract Trust Fund   1,539,332      1,454,643 
         Vanguard U.S. Growth Fund                   424,127         87,754 
         Vanguard International Growth 
           Portfolio Fund                            932,616        366,536 
         Vanguard Total Bond Market Fund             110,680         21,265 
                                                 -----------    ----------- 
                                                 $16,805,417    $14,865,579 
                                                 ===========    =========== 

       Distributions to participants:
         Union Pacific Company Stock Fund        $   177,571    $    68,205 
         Vanguard Wellington Fund                    213,372         83,071 
         Vanguard Index Trust - 500 Portfolio Fund   387,928        116,778 
         Vanguard Investment Contract Trust Fund     128,888         56,153 
         Vanguard U.S. Growth Fund                     7,040            923 
         Vanguard International Growth 
           Portfolio Fund                             24,705            914 
         Vanguard Total Bond Market Fund               3,840             20 
                                                 -----------    ----------- 
                                                 $   943,344    $   326,064 
                                                 ===========    =========== 

 8

UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN

Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- ------------------------------------------------------------------------------

 Column B                   Column C                       Column D   Column E

                            Description of Investment, 
 Identity of Issue,         Including Collateral, Rate
 Borrower, Lessor           of Interest, Maturity Date,               Current
 or Similar Party           Par or Maturity Value            Cost     Value
 ------------------         ---------------------------      ----     -------
                                                            
Union Pacific Company Stock
 Fund*                         1,016,452.978   units    $ 9,592,793 $11,018,350

Vanguard Wellington Fund*        611,225.539   units     12,822,411  14,932,240

Vanguard Index Trust-
 500 Portfolio Fund*             368,706.110   units     16,938,579  21,237,472

Vanguard Investment Contract
 Trust Fund*                   4,779,873.470   units      4,779,873   4,779,873

Vanguard U.S. Growth Fund*        46,688.571   units        885,685     990,812

Vanguard International Growth
 Portfolio Fund*                 129,188.472   units      1,831,376   1,940,411

Vanguard Total Bond
 Market Fund*                     23,750.766   units        230,915     240,833
                                                         ----------  ----------
                                                        $47,081,632 $55,139,991
                                                         ==========  ========== 

*Represents party-in-interest

 9

UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN

Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------

Series of Transactions, When Aggregated, Involving an 
Amount in Excess of 5% of the Current Value of Plan Assets:

Column A      Column B       Column C   Column D  Column E   Column F  Column G
                                                                
                                                  Dollar     Dollar    Net 
Identity of     Description  No. of     No. of    Value      Value of  Gain or
Party Involved  of Asset     Purchases  of Sales  Purchases  Sales     (Loss)
- --------------  -----------  ---------  --------  ---------  --------  ---------
                                                    
Vanguard        Union Pacific 
Fiduciary       Company
Trust Company   Stock Fund*        154      169  $4,955,641 $1,471,413 $234,011 

Vanguard        Vanguard
Fiduciary       Wellington
Trust Company   Fund*              110      153  $5,580,845 $  709,303 $ 62,555 

Vanguard        Vanguard 
Fiduciary       Index Trust-500
Trust Company   Portfolio Fund*    151      154  $7,217,877 $  971,479 $111,044 

Vanguard        Vanguard Investment
Fiduciary       Contract Trust
Trust Company   Fund*              189      150  $2,756,122 $1,017,316 $   --

Vanguard        Vanguard International 
Fiduciary       Growth Portfolio
Trust Company   Fund*              123      129  $1,473,325 $  473,278 $ 13,548

* Represents a party-in-interest

 COVER

                             Exhibit 99(e)
                                    
                     UNION PACIFIC MOTOR FREIGHT
                     COMPANY AGREEMENT EMPLOYEE
                   401(k) RETIREMENT THRIFT PLAN
                                    
           Financial Statements and Supplemental Schedules
            for the Year Ended December 31, 1995 and 1994
                  and Independent Auditors' Report

 INDEX

UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

TABLE OF CONTENTS
- ------------------------------------------------------------------------------

                                                                          Page
                                                                          ----

INDEPENDENT AUDITORS' REPORT                                               1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994
 AND FOR THE YEARS THEN ENDED:

        Statements of Net Assets Available for Benefits                    2

        Statements of Changes in Net Assets Available for Benefits         3

        Notes to Financial Statements                                     4-7

SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995
 AND FOR THE YEAR THEN ENDED:

        Item 27a - Schedule of Assets Held for Investment Purposes         8

        Item 27d - Schedule of Reportable Transactions                     9

Schedules not filed herewith are omitted because of the absence of the 
conditions under which they are required.

 1

INDEPENDENT AUDITORS' REPORT

Union Pacific Motor Freight Company Agreement
 Employee 401(k) Retirement Thrift Plan:

We have audited the accompanying statement of net assets available for 
benefits of the Union Pacific Motor Freight Company Agreement Employee 401(k) 
Retirement Thrift Plan (the Plan) as of December 31, 1995 and 1994 and the 
related statement of changes in net assets available for benefits for the 
years then ended.  These financial statements are the responsibility of the
Plan's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material 
respects, the net assets available for benefits of the Plan as of 
December 31, 1995 and 1994 and the changes in net assets available for 
benefits for the years ended December 31, 1995 and 1994, in conformity
with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental schedules listed 
in the Table of Contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are 
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income 
Security Act of 1974.  These schedules are the responsibility of the
Plan's management. Such supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic 1995 financial 
statements and, in our opinion, are fairly stated in all material respects  
when considered in relation to the basic financial statements taken as a whole.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska

May 23, 1996

 2

UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                 1995        1994
                                                 ----        ----
                                                      
ASSETS:

      Investments at fair value (Note 3)       $182,336     $83,883
                                               --------     -------

        Net assets available for benefits      $182,336     $83,883
                                               ========     =======

The accompanying notes are an integral part of these financial statements.

 3

UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED 
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

                                                 1995       1994   
                                                 ----       ----   
                                                    
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
      Investment income (Note 7):
        Net appreciation (depreciation) in
        fair value of investments (Note 3)    $  32,848   $ (6,412)
        Interest                                    779        174 
        Dividends                                 4,367      1,685 
                                              ---------   -------- 
                                                 37,994     (4,553)          
        Employee Contributions (Note 7):         82,198     90,434 
                                              ---------   -------- 

          Total Additions                       120,192     85,881 
                                              ---------   -------- 

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:              
      Distributions to participants (Note 7)     21,739      1,998 
                                              ---------   -------- 

NET INCREASE                                     98,453     83,883 

NET ASSETS AVAILABLE FOR BENEFITS:
      Beginning of Year                          83,883       --   
                                              ---------   -------- 

      End of Year                             $ 182,336   $ 83,883 
                                              ---------   -------- 

The accompanying notes are an integral part of these financial statements.

 4

UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------

1.  DESCRIPTION OF PLAN

    The following description of the Union Pacific Motor Freight Company 
    Agreement Employee 401(k) Retirement Thrift Plan (the Plan) provides only 
    general information.   Participants should refer to the Plan document 
    for a more complete description of the Plan's provisions.

    General - The Plan is a defined contribution plan covering employees 
    of the Union Pacific Motor Freight Company (the Company) who are governed 
    by a collective bargaining agreement entered into between the Company and 
    a Union, to which eligibility to participate in the Plan has been 
    extended, and have completed one year of service or were employees as of 
    the effective date of the Plan, January 1, 1994.  It is subject to
    the provisions of the Employee Retirement Income Security Act of 1974 
    (ERISA), as amended.

    Contributions - Participants may contribute 2% to 8% of their 
    compensation on a salary deferral basis subject to limitations specified 
    in the Internal Revenue Code.  The Company does not contribute to the Plan.

    Participant Accounts - Each participant account is credited with the 
    participant's contributions and an allocation of the Plan's earnings.  
    Allocations are based on participant account balances.

    Vesting - Participants are at all times 100% vested in the value of 
    their account.

    Payment of Benefits - Distribution of benefits shall be in a lump sum no 
    later than 60 days following the close of the Plan year in which the 
    participant's termination of employment occurs, subject to certain 
    mandatory pay-outs to participants who have attained age 70-1/2, but have
    not yet terminated employment.

2.  SIGNIFICANT ACCOUNTING POLICIES

    Basis of Accounting - The accounts of the Plan have been prepared in 
    accordance with generally accepted accounting principals.  The financial 
    statements were prepared in accordance with the financial reporting 
    requirements of the ERISA as permitted by the Securities and Exchange 
    Commission's amendments to Form 11-K adopted during 1990.

    Investment Valuation and Income Recognition - Investments in the Union 
    Pacific Company Stock Fund, Vanguard Wellington Fund, Vanguard 
    Index Trust-500 Portfolio Fund, Vanguard US Growth Fund, Vanguard 
    International Growth Portfolio Fund and the Vanguard Total
    Bond Market Fund are valued at fair value as determined by quoted market
    prices.  The investments in the Vanguard Investment Contract Trust Fund are 
    valued at fair value as determined by Vanguard Fiduciary Trust Company.  
    Dividend income is recorded as of the ex-dividend date.  Security 
    transactions are recorded as of the trade date.

    Reclassifications - Certain reclassifications have been made to the 1994
    financial statements to conform with classifications in the 1995 
    financial statements.

 5

3.  INVESTMENTS

    Plan participants may direct their contributions in various proportions to 
    any of the seven available investment funds identified below:

    Fund A - Union Pacific Company Stock Fund - This fund is administered as
    a separate account by Vanguard Fiduciary Trust Company and invests 
    primarily in the stock of Union Pacific Corporation.  It also maintains a 
    small cash position invested in Vanguard Money Market Reserves, to 
    facilitate transactions.  The Company stock fund is divided into fund 
    shares, rather than shares of company stock.

    Fund B - Vanguard Wellington Fund - This fund consists of investment in 
    the Vanguard Wellington Mutual Fund.

    Fund C - Vanguard Index Trust-500 Portfolio Fund - This fund consists of
    investment in the Vanguard Index Trust-500 Portfolio Mutual Fund.

    Fund D - Vanguard Investment Contract Trust Fund - This fund consists of 
    investment in the Vanguard Fiduciary Trust Company Investment Contract 
    Trust, a collective investment Fund for tax-qualified pension and profit 
    sharing plan assets.

    Fund E - Vanguard US Growth Fund - This fund consists of investment in 
    the Vanguard US Growth Mutual Fund.

    Fund F - Vanguard International Growth Portfolio - This fund consists of 
    investment in the Vanguard International Growth Portfolio Mutual Fund.

    Fund G - Vanguard Total Bond Market Fund - This fund consists of 
    investment in the Vanguard Total Bond Market Mutual Fund.

    The following table presents the fair value of investments.  Investments 
    that represent 5% or more of the Plan's net assets are separately 
    identified.

                                        December 31, 1995    December 31, 1994 
                                       --------------------  ----------------- 
                                        Number       Fair     Number      Fair
                                       of Units     Value    of Units    Value
                                       --------     -----    --------    -----
                                                              
       Investments at Fair Value
         as Determined By Quoted 
         Market Price:

         Union Pacific Company
          Stock Fund                   6,341.668 $ 68,743   3,670.524  $27,602

         Vanguard Wellington Fund      1,413.295   34,527   1,024.214   19,860

         Vanguard Index Trust - 
          500 Portfolio Fund             912.077   52,536     548.084   23,551

         Other                              --      7,591        --      1,541
                                                 --------              -------
                                                  163,397               72,554
       Investments at Estimated
         Fair Value:  Vanguard
         Investment Contract 
         Trust Fund                   18,939.220   18,939   6,327.390    6,327

         Other                              --       --          --      5,002
                                                 --------              -------
                                                   18,939               11,329
                                                 --------              -------
       Total Investments at
          Fair Value                             $182,336              $83,883
                                                 ========              =======

 6

During the year ended December 31, 1995 and 1994, the Plan's investment 
(including investments bought, sold, and held during the year), 
appreciated (depreciated) in value by $32,848 and ($6,412) as follows:

                                              Year Ended      Year Ended 
                                             December 31,    December 31,
                                                 1995            1994    
                                            -------------   -------------

       Net Change in Fair Value

       Investments at Fair Value as 
         Determined by Quoted Market
         Price:

           Union Pacific Company Stock Fund       $16,158        $(5,575)

           Mutual Funds                            16,690           (837)
                                                  -------        ------- 

         Net change in fair value                 $32,848        $(6,412)
                                                  =======        ======= 

4.  PLAN ADMINISTRATION

    The Plan is administered by the Senior Vice President, Human Resources of 
    Union Pacific Corporation.  All expenses incurred in the administration 
    of the Plan are paid by the Company.

5.  TAX STATUS

    The Plan obtained a tax determination letter dated September 16, 1994, 
    in which the Internal Revenue Service stated that the Plan, as then
    designed, was in compliance with the applicable requirements of the
    Internal Revenue Code (the Code).  The Plan has been amended since 
    receiving the determination letter.  However, Plan management believes 
    that the Plan currently is being operated in compliance with the applicable
    requirement of the Internal Revenue Code.  Therefore, it is believed that 
    the Plan was qualified and the related trust was tax-exempt under
    provisions of Section 501(a) of the Internal Revenue Code as of the 
    financial statement date.  Therefore, no provision for income
    taxes has been included in the Plan's financial statements.

6.  PLAN TERMINATION

    Although it has not expressed any intent to do so, the Company has the 
    right under the Plan at any time, to terminate the Plan subject to the 
    provisions of ERISA.  Regardless of such actions, the principal and 
    income of the Plan remains for the exclusive benefit of the Plan's 
    participants and beneficiaries.  The Company may direct the Trustee
    either to distribute the Plan's assets to the participants, or to 
    continue the Trust and distribute benefits as though the Plan had not 
    been terminated.

 7

7.  FUND INFORMATION

    Investment income, contributions, and distributions to participants by 
    fund are as follows for the years ended December 31, 1995 and 1994:

                                              Year Ended      Year Ended 
                                             December 31,    December 31,
                                                 1995            1994    
                                             ------------    ------------
                                                           
       Investment Income:
        Union Pacific Company Stock Fund          $17,714        $(5,003)
         Vanguard Wellington Fund                   7,079             19 
         Vanguard Index Trust - 500
          Portfolio Fund                           11,745            389 
         Vanguard Investment Contract
          Trust Fund                                  779            174 
         Vanguard US Growth Fund                      107             -  
         Vanguard International Growth
          Portfolio                                   550           (132)
         Vanguard Total Bond Market Fund               20             -   
                                                  -------        ------- 

                                                  $37,994        $(4,553)
                                                  =======        ======= 

       Contributions:
         Union Pacific Company Stock Fund         $32,700        $34,081 
         Vanguard Wellington Fund                  15,752         21,056 
         Vanguard Index Trust - 500
          Portfolio Fund                           21,093         26,521 
         Vanguard Investment Contract
          Trust Fund                                7,364          7,180 
         Vanguard International Growth
          Portfolio                                 1,088             56 
         Vanguard Total Bond Market Fund            3,740          1,540 
                                                      461            -   
                                                  -------        ------- 
                                                  $82,198        $90,434 
                                                  =======        ======= 

       Distributions to participants:
         Union Pacific Company Stock Fund         $ 8,744        $   -   
         Vanguard Wellington Fund                   8,496            -   
         Vanguard Index Trust - 500
           Portfolio Fund                           4,239            -   
         Vanguard Investment Contract Trust Fund      -              -   
         Vanguard US Growth Fund                       68            -   
         Vanguard International Growth
         Portfolio                                    192          1,998 
         Vanguard Total Bond Market Fund              -              - 
                                                  -------        ------- 
                                                  $21,739        $ 1,998 
                                                  -------        ------- 

 8

UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- ------------------------------------------------------------------------------

            Column B                    Column C        Column D   Column E
                                      Description of
                                      Investment,
           Identity of            Including Collateral,
        Issue, Borrower,            Rate of Interest,
            Lessor or                 Maturity Date               Current
          Similar Party             or Maturity Value     Cost     Value
        ----------------          ---------------------   ----    -------
                                                          
Union Pacific Company Stock Fund*   6,341.668 units     $58,816   $68,743

Vanguard Wellington Fund*           1,413.295 units      29,932    34,527

Vanguard Index Trust -
  500 Portfolio Fund*                 912.077 units      42,614    52,536

Vanguard Investment Contract
  Trust Fund*                      18,939.220 units      18,939    18,939

Vanguard US Growth Fund*               58.168 units       1,132     1,184

Vanguard International Growth
  Portfolio*                          394.532 units       5,582     5,926

Vanguard Total Bond
  Market Fund*                         47.486 units         470       481
                                                       --------  --------

                                                       $157,485  $182,336
                                                       ========  ========
* Represents a party-in-interest

 9

UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN

Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------

Series of Transactions, When Aggregated, Involving an
Amount in Excess of 5% of the Current Value of Plan Assets:

   Column A     Column B    Column C   Column D   Column E   Column F  Column G

                                                  Total      Total
                                                  Dollar     Dollar
  Identity of  Description  Number of  Number     Value of   Value of  Net Gain
Party Involved   of Asset   Purchases  of Sales   Purchases  Sales     or(Loss)
- -------------- -----------  ---------- --------   ---------  --------  --------
                                                      
                  Union
Vanguard          Pacific
Fiduciary         Company
Trust             Stock
Company           Fund*         28        9        $36,074   $11,091    $1,876

Vanguard  
Fiduciary         Vanguard
Trust             Wellington
Company           Fund*         28        7        $18,486   $ 9,379    $  624

                  Vanguard
                  Index
Vanguard          Trust -
Fiduciary         500
Trust             Portfolio
Company           Fund*         29        5        $23,466   $ 5,136    $  574

                  Vanguard
Vanguard          Investment
Investment        Contract
Trust             Trust
Company           Fund*         34        -        $12,612   $   -      $   -  

                  Vanguard
                  Inter-
Vanguard          national
Investment        Growth
Trust             Portfolio
Company           Fund*         26        2        $ 4,232   $ 192       $   2

* Represents a party-in-interest