<PAGE>   1

     As filed with the Securities and Exchange Commission on March 30, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------
                            UNION PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

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

         1416 DODGE STREET
         OMAHA, NE                                         68179
         (Address of Principal Executive Offices)        (Zip Code)

                         UP SHARES STOCK OPTION PLAN OF
                            UNION PACIFIC CORPORATION
                              (Full title of plan)

                               CARL W. VON BERNUTH
                     SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                            UNION PACIFIC CORPORATION
                                1416 DODGE STREET
                                 OMAHA, NE 68179
                                 (402) 271-5777
            (Name, address and telephone number, including area code,
                             of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                             Proposed maximum        Proposed maximum
Title of securities to   Amount to be        offering price per      aggregate offering        Amount of
be registered            registered          share                   price                     registration fee
---------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                     <C>                       <C>
Common Stock, Par
Value $2.50 Per Share     10,800,000              $55.00              $594,000,000.00            $148,500.00
===============================================================================================================
</TABLE>


Page 1 of 29 pages; Index to Exhibits is on page 8.
<PAGE>   2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*

              *Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. The document(s)
containing such information will be sent or given to participating employees as
specified in Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents, which have been filed previously by the
Union Pacific Corporation ("the Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement and made a part hereof:

              (a)   The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 2000;

              (b)   All other reports filed pursuant to Section 13(a) or 15(d)
                    of the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act") since the end of the fiscal year covered by
                    the Annual Report referred to in (a) above; and

              (c)   The description of the Common Stock, par value $2.50 per
                    share, that is contained in the Company's Registration
                    Statement filed under the Exchange Act under File No.
                    1-6075, including all amendments or reports filed for the
                    purpose of updating such description.

              All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.

              For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                                      -2-

<PAGE>   3

              The financial statements and the related financial statement
schedule incorporated by reference in this Registration Statement from the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              An opinion stating that the Common Stock registered hereunder,
when issued in accordance with the provisions of the Plan, will be valid and
binding obligations of the Company has been rendered to the Company on March 30,
2001 by James J. Theisen, Jr., Esq., Senior Corporate Counsel of the Company.
Mr. Theisen owns approximately 625 shares of Common Stock, including retention
shares granted under the Company's 1993 Stock Option and Retention Stock Plan,
and holds options to purchase 1, 900 additional shares of Common Stock. Mr.
Theisen is eligible to receive awards under the Plan.

Item 6.       Indemnification of Directors and Officers.

              The Company is a Utah corporation. Section 16-10a-901 et seq. of
the Revised Business Corporation Act of Utah grants to a corporation the power
and in certain cases requires corporations to indemnify a person made a party to
a lawsuit or other proceeding because such person is or was a director or
officer. A corporation is further empowered to purchase insurance on behalf of
any person who is or was a director or officer against any liability asserted
against him or her and incurred by him or her in such capacity or arising out of
his or her status as such capacity. The Company's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances. The Company maintains insurance on behalf of directors and
officers against liability asserted against them arising out of their status as
such.

              The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director for (i) the amount of a financial
benefit received by a director to which he or she is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
(relating to the liability of directors for unlawful distributions) or (iv) an
intentional violation of criminal law.

Item 7.       Exemption from Registration Claimed.

              Not applicable.


                                      -3-
<PAGE>   4

Item 8.       Exhibits.

              The exhibits filed as part of this Registration Statement are as
follows:

Exhibit Number                                       Exhibit

     4.3        -      UP Shares Stock Option Plan of Union Pacific Corporation

     5          -      Opinion of James J. Theisen, Jr., Esq.

     23.1       -      Consent of Deloitte & Touche LLP

     23.2       -      Consent of James J. Theisen, Jr., Esq. (included in
                       Exhibit 5 above)

     24         -      Powers of Attorney

Item 9.       Undertakings.

              (a)   The undersigned Company hereby undertakes:

                    (1)   To file, during any period in which offers or sales
                    are being made, a post-effective amendment to this
                    Registration Statement:

                        (i)   To include any prospectus required by Section
                        10(a)(3) of the Securities Act;

                        (ii)  To reflect in the prospectus any facts or events
                        arising after the effective date of the Registration
                        Statement (or the most recent post-effective amendment
                        thereof) which, individually or in the aggregate,
                        represent a fundamental change in the information set
                        forth in the Registration Statement;

                        (iii) To include any material information with respect
                        to the plan of distribution not previously disclosed in
                        the Registration Statement or any material change to
                        such information in the Registration Statement;

                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    of this Section do not apply if the information required to
                    be included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed with or
                    furnished to the Commission by the Company pursuant to
                    Section 13 or Section 15(d) of the Exchange Act that are
                    incorporated by reference in the Registration Statement.

                    (2)   That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective amendment
                    shall be deemed to be a new Registration Statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.


                                      -4-
<PAGE>   5

                    (3)   To remove from registration by means of a
                    post-effective amendment any of the securities being
                    registered which remain unsold at the termination of the
                    offering.

              (b)   The undersigned Company hereby undertakes that, for
              purposes of determining any liability under the Securities Act,
              each filing of the Company's Annual Report pursuant to Section
              13(a) or Section 15(d) of the Exchange Act (and, where applicable,
              each filing of an employee benefit plan's annual report pursuant
              to Section 15(d) of the Exchange Act) that is incorporated by
              reference in the Registration Statement shall be deemed to be a
              new Registration Statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

              (c)   Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Company pursuant to the foregoing
              provisions, or otherwise, the Company has been advised that in the
              opinion of the Commission such indemnification is against public
              policy as expressed in the Securities Act and is, therefore,
              unenforceable. In the event that a claim for indemnification
              against such liabilities (other than payment by the Company of
              expenses incurred or paid by a director, officer or controlling
              person of the Company in the successful defense of any action,
              suit or proceeding) is asserted by such director, officer or
              controlling person in connection with the securities being
              registered, the Company will, unless in the opinion of its counsel
              the matter has been settled by controlling precedent, submit to a
              court of appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in the
              Securities Act and will be governed by the final adjudication of
              such issue.


                                      -5-
<PAGE>   6

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on this 30th day of March,
2001.


                                          UNION PACIFIC CORPORATION


                                          By: /s/ Carl W. von Bernuth
                                             -----------------------------------
                                                  Carl W. von Bernuth
                                                  Senior Vice President,
                                                  General Counsel and Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 30th day of March, 2001, by
the following persons in the capacities indicated.


<TABLE>
<CAPTION>
          Signature                                   Title
          ---------                                   -----
<S>                                    <C>

   /s/ Richard K. Davidson             Chairman of the Board, President, Chief
------------------------------         Executive Officer and Director
    (Richard K. Davidson)              (Principal Executive Officer)


     /s/ James R. Young                Executive Vice President - Finance
------------------------------         (Principal Financial Officer)
      (James R. Young)


     /s/ Richard J. Putz               Vice President and Controller
------------------------------         (Principal Accounting Officer)
      (Richard J. Putz)
</TABLE>



                                      -6-
<PAGE>   7

Philip F. Anschutz              Director )
Robert P. Bauman                Director )    By: /s/ Thomas E. Whitaker
E. Virgil Conway                Director )        ----------------------
Thomas J. Donohue               Director )        (Thomas E. Whitaker
Archie W. Dunham                Director )        as Attorney-in-Fact)
Spencer F. Eccles               Director )
Ivor J. Evans                   Director )
Elbridge T. Gerry, Jr.          Director )
Judith Richards Hope            Director )
Richard J. Mahoney              Director )
Steven R. Rogel                 Director )
Richard D. Simmons              Director )



                                      -7-
<PAGE>   8

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER               DESCRIPTION
-------              -----------
<S>                  <C>
  4.3        -       UP Shares Stock Option Plan of Union Pacific Corporation

  5          -       Opinion of James J. Theisen, Jr., Esq.

  23.1       -       Consent of Deloitte & Touche LLP

  23.2       -       Consent of James J. Theisen, Jr., Esq. (included in
                     Exhibit 5 above)

  24         -       Powers of Attorney
</TABLE>


                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "d85506s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17253}]
{"company-data": {"conformed-name": "UNION PACIFIC CORP", "cik": "0000100885", "assigned-sic": "4011", "irs-number": "132626465", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57958", "film-number": "1586300"}, "business-address": {"street1": "1416 DODGE STREET", "street2": "MC 10015", "city": "OMAHA", "state": "NE", "zip": "68179", "phone": "2147435600"}, "mail-address": {"street1": "1416 DODGE STREET", "street2": "MC 10015", "city": "OMAHA", "state": "NE", "zip": "68179"}}
1

     As filed with the Securities and Exchange Commission on March 30, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------
                            UNION PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

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

         1416 DODGE STREET
         OMAHA, NE                                         68179
         (Address of Principal Executive Offices)        (Zip Code)

                         UP SHARES STOCK OPTION PLAN OF
                            UNION PACIFIC CORPORATION
                              (Full title of plan)

                               CARL W. VON BERNUTH
                     SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                            UNION PACIFIC CORPORATION
                                1416 DODGE STREET
                                 OMAHA, NE 68179
                                 (402) 271-5777
            (Name, address and telephone number, including area code,
                             of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                             Proposed maximum        Proposed maximum
Title of securities to   Amount to be        offering price per      aggregate offering        Amount of
be registered            registered          share                   price                     registration fee
---------------------------------------------------------------------------------------------------------------
Common Stock, Par
Value $2.50 Per Share     10,800,000              $55.00              $594,000,000.00            $148,500.00
===============================================================================================================
Page 1 of 29 pages; Index to Exhibits is on page 8.
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*

              *Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. The document(s)
containing such information will be sent or given to participating employees as
specified in Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents, which have been filed previously by the
Union Pacific Corporation ("the Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement and made a part hereof:

              (a)   The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 2000;

              (b)   All other reports filed pursuant to Section 13(a) or 15(d)
                    of the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act") since the end of the fiscal year covered by
                    the Annual Report referred to in (a) above; and

              (c)   The description of the Common Stock, par value $2.50 per
                    share, that is contained in the Company's Registration
                    Statement filed under the Exchange Act under File No.
                    1-6075, including all amendments or reports filed for the
                    purpose of updating such description.

              All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.

              For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                      -2-
3

              The financial statements and the related financial statement
schedule incorporated by reference in this Registration Statement from the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              An opinion stating that the Common Stock registered hereunder,
when issued in accordance with the provisions of the Plan, will be valid and
binding obligations of the Company has been rendered to the Company on March 30,
2001 by James J. Theisen, Jr., Esq., Senior Corporate Counsel of the Company.
Mr. Theisen owns approximately 625 shares of Common Stock, including retention
shares granted under the Company's 1993 Stock Option and Retention Stock Plan,
and holds options to purchase 1, 900 additional shares of Common Stock. Mr.
Theisen is eligible to receive awards under the Plan.

Item 6.       Indemnification of Directors and Officers.

              The Company is a Utah corporation. Section 16-10a-901 et seq. of
the Revised Business Corporation Act of Utah grants to a corporation the power
and in certain cases requires corporations to indemnify a person made a party to
a lawsuit or other proceeding because such person is or was a director or
officer. A corporation is further empowered to purchase insurance on behalf of
any person who is or was a director or officer against any liability asserted
against him or her and incurred by him or her in such capacity or arising out of
his or her status as such capacity. The Company's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances. The Company maintains insurance on behalf of directors and
officers against liability asserted against them arising out of their status as
such.

              The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director for (i) the amount of a financial
benefit received by a director to which he or she is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
(relating to the liability of directors for unlawful distributions) or (iv) an
intentional violation of criminal law.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

                                      -3-
4

Item 8.       Exhibits.

              The exhibits filed as part of this Registration Statement are as
follows:

Exhibit Number                                       Exhibit

     4.3        -      UP Shares Stock Option Plan of Union Pacific Corporation

     5          -      Opinion of James J. Theisen, Jr., Esq.

     23.1       -      Consent of Deloitte & Touche LLP

     23.2       -      Consent of James J. Theisen, Jr., Esq. (included in
                       Exhibit 5 above)

     24         -      Powers of Attorney

Item 9.       Undertakings.

              (a)   The undersigned Company hereby undertakes:

                    (1)   To file, during any period in which offers or sales
                    are being made, a post-effective amendment to this
                    Registration Statement:

                        (i)   To include any prospectus required by Section
                        10(a)(3) of the Securities Act;

                        (ii)  To reflect in the prospectus any facts or events
                        arising after the effective date of the Registration
                        Statement (or the most recent post-effective amendment
                        thereof) which, individually or in the aggregate,
                        represent a fundamental change in the information set
                        forth in the Registration Statement;

                        (iii) To include any material information with respect
                        to the plan of distribution not previously disclosed in
                        the Registration Statement or any material change to
                        such information in the Registration Statement;

                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    of this Section do not apply if the information required to
                    be included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed with or
                    furnished to the Commission by the Company pursuant to
                    Section 13 or Section 15(d) of the Exchange Act that are
                    incorporated by reference in the Registration Statement.

                    (2)   That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective amendment
                    shall be deemed to be a new Registration Statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

                                      -4-
5

                    (3)   To remove from registration by means of a
                    post-effective amendment any of the securities being
                    registered which remain unsold at the termination of the
                    offering.

              (b)   The undersigned Company hereby undertakes that, for
              purposes of determining any liability under the Securities Act,
              each filing of the Company's Annual Report pursuant to Section
              13(a) or Section 15(d) of the Exchange Act (and, where applicable,
              each filing of an employee benefit plan's annual report pursuant
              to Section 15(d) of the Exchange Act) that is incorporated by
              reference in the Registration Statement shall be deemed to be a
              new Registration Statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

              (c)   Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Company pursuant to the foregoing
              provisions, or otherwise, the Company has been advised that in the
              opinion of the Commission such indemnification is against public
              policy as expressed in the Securities Act and is, therefore,
              unenforceable. In the event that a claim for indemnification
              against such liabilities (other than payment by the Company of
              expenses incurred or paid by a director, officer or controlling
              person of the Company in the successful defense of any action,
              suit or proceeding) is asserted by such director, officer or
              controlling person in connection with the securities being
              registered, the Company will, unless in the opinion of its counsel
              the matter has been settled by controlling precedent, submit to a
              court of appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in the
              Securities Act and will be governed by the final adjudication of
              such issue.

                                      -5-
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on this 30th day of March,
2001.

                                          UNION PACIFIC CORPORATION

                                          By: /s/ Carl W. von Bernuth
                                             -----------------------------------
                                                  Carl W. von Bernuth
                                                  Senior Vice President,
                                                  General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 30th day of March, 2001, by
the following persons in the capacities indicated.
Signature                                   Title
          ---------                                   -----
/s/ Richard K. Davidson             Chairman of the Board, President, Chief
------------------------------         Executive Officer and Director
    (Richard K. Davidson)              (Principal Executive Officer)

     /s/ James R. Young                Executive Vice President - Finance
------------------------------         (Principal Financial Officer)
      (James R. Young)

     /s/ Richard J. Putz               Vice President and Controller
------------------------------         (Principal Accounting Officer)
      (Richard J. Putz)
-6-
7

Philip F. Anschutz              Director )
Robert P. Bauman                Director )    By: /s/ Thomas E. Whitaker
E. Virgil Conway                Director )        ----------------------
Thomas J. Donohue               Director )        (Thomas E. Whitaker
Archie W. Dunham                Director )        as Attorney-in-Fact)
Spencer F. Eccles               Director )
Ivor J. Evans                   Director )
Elbridge T. Gerry, Jr.          Director )
Judith Richards Hope            Director )
Richard J. Mahoney              Director )
Steven R. Rogel                 Director )
Richard D. Simmons              Director )

                                      -7-
8

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER               DESCRIPTION
-------              -----------
4.3        -       UP Shares Stock Option Plan of Union Pacific Corporation

  5          -       Opinion of James J. Theisen, Jr., Esq.

  23.1       -       Consent of Deloitte & Touche LLP

  23.2       -       Consent of James J. Theisen, Jr., Esq. (included in
                     Exhibit 5 above)

  24         -       Powers of Attorney
-8-