SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                                               
                                   FORM 8-K

                                CURRENT REPORT

                   Pursuant to Section 13 or 15 (d) of the
                       Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported):  August 3, 1995

                       UNION PACIFIC CORPORATION
        (Exact name of Registrant as specified in its character)

                                  Utah
             (State or other jurisdiction of incorporation)

        1-6075                                    13-2626465
   (Commission File Number)                     (IRS Employer
                                               Identification No.)

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

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


     ITEM 5.  OTHER EVENTS.

          On August 3, 1995, the Registrant, Union Pacific Railroad
     Company ("UPRR"), an indirect wholly owned subsidiary of the
     Registrant, UP Acquisition Corporation ("Purchaser"), a wholly
     owned subsidiary of UPRR, and Southern Pacific Rail Corporation
     ("SP"), entered into an Agreement and Plan of Merger (the
     "Merger Agreement"), pursuant to which the Purchaser has
     commenced a cash tender offer (the "Offer") to acquire up to
     39,034,471 shares of Common Stock, $.001 par value per share
     (the Shares"), of SP at a price of $25.00 per share,
     representing 25% of the outstanding Shares.  The Offer is the
     first step in the Registrant's acquisition of the entire equity
     interest of SP.  Following the completion of the Offer and the
     satisfaction or waiver of certain conditions, (i) Purchaser will
     be merged with and into UPRR and (ii) SP will be merged with and
     into UPRR (such merger of SP with and into UPRR, the "Merger"),
     in each case with UPRR as the surviving corporation.  In the
     Merger, each outstanding Share (other than Shares held in the
     treasury of SP and Shares owned by the Registrant, UPRR,
     Purchaser or any other wholly owned subsidiary of the
     Registrant) will be converted, at the election of the holder of
     Shares and subject to certain limitations, into the right to
     receive (i) $25.00 in cash, without interest, (ii) .4065  shares
     of common stock, par value $2.50 per share, of the Registrant
     (the "Registrant Common Stock"), or (iii) a combination of such
     cash and shares of Registrant Common Stock.  The Merger
     Agreement contains provisions which will ensure that, regardless
     of the number of Shares the holders of which have elected to
     receive cash or Registrant Common Stock, as the case may be, the
     aggregate number of Shares to be converted into Registrant
     Common Stock pursuant to the Merger shall be equal as nearly as
     practicable to 60% of all Shares outstanding immediately prior
     to the Merger, and the number of Shares to be converted into the
     right to receive cash pursuant to the Merger, together with
     Shares purchased in the Offer, shall be equal as nearly as
     practicable to 40% of all Shares outstanding immediately prior
     to the Merger.

          Pursuant to a Shareholders Agreement (the "Anschutz
     Shareholders Agreement"), dated as of August 3, 1995, by and
     among the Registrant, Purchaser, The Anschutz Corporation, a
     Kansas corporation ("TAC"), Anschutz Foundation, a Colorado not-
     for-profit corporation (the "Foundation"), and Mr. Philip F.
     Anschutz ("Mr. Anschutz" and, collectively with TAC and the
     Foundation, the "Shareholders"), the Shareholders, who have
     advised Purchaser that in the aggregate they own 49,643,008
     Shares, representing approximately 31.8% of the outstanding
     Shares, have agreed, among other things, to vote all Shares
     owned by them in favor of the Merger and to comply with certain
     "standstill" agreements and restrictions on dispositions of
     shares of Registrant Common Stock to be received in the Merger. 
     In addition, pursuant to a Shareholder Agreement (the "MSLEF
     Shareholder Agreement"), dated as of August 3, 1995, by and
     among the Registrant, Purchaser and The Morgan Stanley Leveraged
     Equity Fund II, L.P., a Delaware limited partnership ("MSLEF"),
     MSLEF, which has advised Purchaser that it beneficially owns
     13,341,580 Shares, representing approximately 8.5% of the
     outstanding Shares, has agreed, among other things, to vote all
     Shares owned by it in favor of the Merger.  Similarly, pursuant
     to a Shareholders Agreement (the "Registrant Shareholders
     Agreement"), dated as of August 3, 1995, by and among the
     Registrant, Purchaser and SP, the Registrant and Purchaser have
     agreed, among other things, to vote all Shares acquired by them
     pursuant to the Offer in favor of the Merger and to comply with
     certain "standstill" agreements and restrictions on dispositions
     of such Shares.  In addition, pursuant to a Shareholders
     Agreement (the "Anschutz/Resources Agreement"), dated as of
     August 3, 1995, by and among Union Pacific Resources Group Inc.
     ("Resources"), a wholly owned subsidiary of the Registrant, and
     the Shareholders, the Shareholders have agreed, among other
     things, to comply, with certain "standstill" agreements and
     restrictions on dispositions of shares of Common Stock, $1.00
     par value, of Resources ("Resources Common Stock") to be
     received by them in the previously announced proposed
     distribution of shares of Resources Common Stock to stockholders
     of the Registrant (the "Spin-off"), which would occur following
     the Merger.  The Registrant has agreed, pursuant to the Anschutz
     Shareholders Agreement and the Anschutz/Resources Shareholders
     Agreement, respectively, to cause Mr. Anschutz to be appointed
     as Vice Chairman of the Board of Directors of the Registrant on
     or prior to the consummation of the Merger and to cause a
     designee of TAC (other than Mr. Anschutz) to be appointed as a
     director of Resources' Board of Directors on or prior to the
     consummation of the Spin-off.

               Pursuant to a Registration Rights Agreement, dated as
     of August 3, 1995, by and among the Registrant, TAC and the
     Foundation, TAC and the Foundation have been granted, subject to
     the terms and conditions therein specified, three demand and
     unlimited "piggy-back" registration rights in respect of the
     shares of the Registrant Common Stock to be received by them in
     the Merger.  Pursuant to a Registration Rights Agreement, dated
     as of August 3, 1995, by and among Resources, TAC and the
     Foundation, TAC and the Foundation have been granted, subject to
     the terms and conditions therein specified, three demand and
     unlimited "piggy-back" registration rights in respect of the
     shares of Resources Common Stock to be received by them in the
     Spin-Off.  Pursuant to a Registration Rights Agreement, dated as
     of August 3, 1995, by and among Purchaser and SP, Purchaser has
     been granted, subject to the terms and conditions therein
     specified, six demand and unlimited "piggy-back" registration
     rights in respect of the Shares to be purchased pursuant to the
     Offer.

               Simultaneously with the purchase of Shares pursuant to
     the Offer, the Shares purchased in the Offer, will be deposited
     in an independent, irrevocable Voting Trust in accordance with
     the terms of a proposed Voting Trust Agreement.

               The obligations of the Registrant, UPRR and Purchaser
     to consummate the Merger are conditioned upon, among other
     things, the Interstate Commerce Commission or any Similar
     Successor (as defined in the Merger Agreement) having issued a
     final decision approving, exempting or otherwise authorizing
     consummation of the Merger and all other transactions
     contemplated by the Merger Agreement and the Ancillary
     Agreements (as defined in the Merger Agreement) as may require
     such authorization and which, among other things, does not
     impose on the Registrant, SP or any of their respective
     subsidiaries, terms or conditions that materially and adversely
     affect the long-term benefits expected to be received by the
     Registrant from the transactions contemplated by the Merger
     Agreement.

               Copies of the Merger Agreement, Ancillary Agreements
     (as defined in the Merger Agreement) and the Voting Trust
     Agreement are filed herewith as Exhibits and are incorporated
     herein by reference and the foregoing descriptions of such
     Agreements are qualified in the entirety by reference to such
     Agreements.

               On August 3, 1995 and August 4, 1995, the Registrant
     issued press releases relating to the Merger and Merger
     Agreement, copies of which are filed herewith as Exhibits and
     are incorporated herein by reference.

     ITEM 7.  FINANCIAL STATEMENTS, PRO FORM FINANCIAL 
              INFORMATION AND EXHIBITS.

     99.1      Agreement and Plan of Merger, dated as of August 3,
               1995, by and among the Registrant, UPRR, Purchaser and
               SP. (Incorporated by reference to Exhibit (c)(1) to
               the Tender Offer Statement on Schedule 14D-1, dated
               August 9, 1995, filed by the Registrant, UPRR and
               Purchaser)

     99.2      Shareholders Agreement, dated as of August 3, 1995,
               among the Registrant, Purchaser, The Anschutz
               Corporation, a Kansas corporation ("TAC"), Anschutz
               Foundation, a Colorado not-for-profit corporation (the
               "Foundation"), and Mr. Philip F. Anschutz ("Mr.
               Anschutz"). (Incorporated by reference to Exhibit
               (c)(2) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser)

     99.3      Shareholder Agreement, dated as of August 3, 1995,
               among the Registrant, Purchaser and The Morgan Stanley
               Leveraged Equity Fund II, L.P., a Delaware limited
               partnership. (Incorporated by reference to Exhibit
               (c)(3) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser) 

     99.4      Shareholder Agreement, dated as of August 3, 1995,
               among the Registrant, Purchaser and SP. (Incorporated
               by reference to Exhibit (c)(4) to the Tender Offer
               Statement on Schedule 14D-1, dated August 9, 1995,
               filed by the Registrant, UPRR and Purchaser) 

     99.5      Shareholder Agreement, dated as of August 3, 1995,
               among Resources, TAC, the Foundation and Mr. Anschutz. 
               (Incorporated by reference to Exhibit (c)(5) to the
               Tender Offer Statement on Schedule 14D-1, dated August
               9, 1995, filed by the Registrant, UPRR and Purchaser)

     99.6      Registration Rights Agreement, dated as of August 3,
               1995, among the Registrant, TAC and the Foundation. 
               (Incorporated by reference to Exhibit (c)(6) to the
               Tender Offer Statement on Schedule 14D-1, dated August
               9, 1995, filed by the Registrant, UPRR and Purchaser)

     99.7      Registration Rights Agreement, dated as of August 3,
               1995, between Purchaser and SP.   (Incorporated by
               reference to Exhibit (c)(7) to the Tender Offer
               Statement on Schedule 14D-1, dated August 9, 1995,
               filed by the Registrant, UPRR and Purchaser)

     99.8      Registration Rights Agreement, dated as of August 3,
               1995, among Resources, TAC and the Foundation. 
               (Incorporated by reference to Exhibit (c)(8) to the
               Tender Offer Statement on Schedule 14D-1, dated August
               9, 1995, filed by the Registrant, UPRR and Purchaser)

     99.9      Form of Voting Trust Agreement, dated as of August 3,
               1995, among the Registrant, Purchaser and Southwest
               Bank of St. Louis.  (Incorporated by reference to
               Exhibit (c)(9) to the Tender Offer Statement on
               Schedule 14D-1, dated August 9, 1995, filed by the
               Registrant, UPRR and Purchaser)

     99.10     Text of Press Release issued by the Registrant on
               August 3, 1995.  (Incorporated by reference to Exhibit
               (a)(7) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser)

     99.11     Text of Press Release issued by the Registrant on
               August 4, 1995.  (Incorporated by reference to Exhibit
               (a)(8) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser)


                                 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 hereunto duly authorized.

     Dated:  August 14, 1995  UNION PACIFIC CORPORATION

                              By: /s/ Carl W. von Bernuth
                                  Name: Carl W. von Bernuth
                                  Title: Senior Vice President
                                         and General Counsel
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 13973}]
SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                                               
                                   FORM 8-K

                                CURRENT REPORT

                   Pursuant to Section 13 or 15 (d) of the
                       Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported):  August 3, 1995

                       UNION PACIFIC CORPORATION
        (Exact name of Registrant as specified in its character)

                                  Utah
             (State or other jurisdiction of incorporation)

        1-6075                                    13-2626465
   (Commission File Number)                     (IRS Employer
                                               Identification No.)

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

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

     ITEM 5.  OTHER EVENTS.

          On August 3, 1995, the Registrant, Union Pacific Railroad
     Company ("UPRR"), an indirect wholly owned subsidiary of the
     Registrant, UP Acquisition Corporation ("Purchaser"), a wholly
     owned subsidiary of UPRR, and Southern Pacific Rail Corporation
     ("SP"), entered into an Agreement and Plan of Merger (the
     "Merger Agreement"), pursuant to which the Purchaser has
     commenced a cash tender offer (the "Offer") to acquire up to
     39,034,471 shares of Common Stock, $.001 par value per share
     (the Shares"), of SP at a price of $25.00 per share,
     representing 25% of the outstanding Shares.  The Offer is the
     first step in the Registrant's acquisition of the entire equity
     interest of SP.  Following the completion of the Offer and the
     satisfaction or waiver of certain conditions, (i) Purchaser will
     be merged with and into UPRR and (ii) SP will be merged with and
     into UPRR (such merger of SP with and into UPRR, the "Merger"),
     in each case with UPRR as the surviving corporation.  In the
     Merger, each outstanding Share (other than Shares held in the
     treasury of SP and Shares owned by the Registrant, UPRR,
     Purchaser or any other wholly owned subsidiary of the
     Registrant) will be converted, at the election of the holder of
     Shares and subject to certain limitations, into the right to
     receive (i) $25.00 in cash, without interest, (ii) .4065  shares
     of common stock, par value $2.50 per share, of the Registrant
     (the "Registrant Common Stock"), or (iii) a combination of such
     cash and shares of Registrant Common Stock.  The Merger
     Agreement contains provisions which will ensure that, regardless
     of the number of Shares the holders of which have elected to
     receive cash or Registrant Common Stock, as the case may be, the
     aggregate number of Shares to be converted into Registrant
     Common Stock pursuant to the Merger shall be equal as nearly as
     practicable to 60% of all Shares outstanding immediately prior
     to the Merger, and the number of Shares to be converted into the
     right to receive cash pursuant to the Merger, together with
     Shares purchased in the Offer, shall be equal as nearly as
     practicable to 40% of all Shares outstanding immediately prior
     to the Merger.

          Pursuant to a Shareholders Agreement (the "Anschutz
     Shareholders Agreement"), dated as of August 3, 1995, by and
     among the Registrant, Purchaser, The Anschutz Corporation, a
     Kansas corporation ("TAC"), Anschutz Foundation, a Colorado not-
     for-profit corporation (the "Foundation"), and Mr. Philip F.
     Anschutz ("Mr. Anschutz" and, collectively with TAC and the
     Foundation, the "Shareholders"), the Shareholders, who have
     advised Purchaser that in the aggregate they own 49,643,008
     Shares, representing approximately 31.8% of the outstanding
     Shares, have agreed, among other things, to vote all Shares
     owned by them in favor of the Merger and to comply with certain
     "standstill" agreements and restrictions on dispositions of
     shares of Registrant Common Stock to be received in the Merger. 
     In addition, pursuant to a Shareholder Agreement (the "MSLEF
     Shareholder Agreement"), dated as of August 3, 1995, by and
     among the Registrant, Purchaser and The Morgan Stanley Leveraged
     Equity Fund II, L.P., a Delaware limited partnership ("MSLEF"),
     MSLEF, which has advised Purchaser that it beneficially owns
     13,341,580 Shares, representing approximately 8.5% of the
     outstanding Shares, has agreed, among other things, to vote all
     Shares owned by it in favor of the Merger.  Similarly, pursuant
     to a Shareholders Agreement (the "Registrant Shareholders
     Agreement"), dated as of August 3, 1995, by and among the
     Registrant, Purchaser and SP, the Registrant and Purchaser have
     agreed, among other things, to vote all Shares acquired by them
     pursuant to the Offer in favor of the Merger and to comply with
     certain "standstill" agreements and restrictions on dispositions
     of such Shares.  In addition, pursuant to a Shareholders
     Agreement (the "Anschutz/Resources Agreement"), dated as of
     August 3, 1995, by and among Union Pacific Resources Group Inc.
     ("Resources"), a wholly owned subsidiary of the Registrant, and
     the Shareholders, the Shareholders have agreed, among other
     things, to comply, with certain "standstill" agreements and
     restrictions on dispositions of shares of Common Stock, $1.00
     par value, of Resources ("Resources Common Stock") to be
     received by them in the previously announced proposed
     distribution of shares of Resources Common Stock to stockholders
     of the Registrant (the "Spin-off"), which would occur following
     the Merger.  The Registrant has agreed, pursuant to the Anschutz
     Shareholders Agreement and the Anschutz/Resources Shareholders
     Agreement, respectively, to cause Mr. Anschutz to be appointed
     as Vice Chairman of the Board of Directors of the Registrant on
     or prior to the consummation of the Merger and to cause a
     designee of TAC (other than Mr. Anschutz) to be appointed as a
     director of Resources' Board of Directors on or prior to the
     consummation of the Spin-off.

               Pursuant to a Registration Rights Agreement, dated as
     of August 3, 1995, by and among the Registrant, TAC and the
     Foundation, TAC and the Foundation have been granted, subject to
     the terms and conditions therein specified, three demand and
     unlimited "piggy-back" registration rights in respect of the
     shares of the Registrant Common Stock to be received by them in
     the Merger.  Pursuant to a Registration Rights Agreement, dated
     as of August 3, 1995, by and among Resources, TAC and the
     Foundation, TAC and the Foundation have been granted, subject to
     the terms and conditions therein specified, three demand and
     unlimited "piggy-back" registration rights in respect of the
     shares of Resources Common Stock to be received by them in the
     Spin-Off.  Pursuant to a Registration Rights Agreement, dated as
     of August 3, 1995, by and among Purchaser and SP, Purchaser has
     been granted, subject to the terms and conditions therein
     specified, six demand and unlimited "piggy-back" registration
     rights in respect of the Shares to be purchased pursuant to the
     Offer.

               Simultaneously with the purchase of Shares pursuant to
     the Offer, the Shares purchased in the Offer, will be deposited
     in an independent, irrevocable Voting Trust in accordance with
     the terms of a proposed Voting Trust Agreement.

               The obligations of the Registrant, UPRR and Purchaser
     to consummate the Merger are conditioned upon, among other
     things, the Interstate Commerce Commission or any Similar
     Successor (as defined in the Merger Agreement) having issued a
     final decision approving, exempting or otherwise authorizing
     consummation of the Merger and all other transactions
     contemplated by the Merger Agreement and the Ancillary
     Agreements (as defined in the Merger Agreement) as may require
     such authorization and which, among other things, does not
     impose on the Registrant, SP or any of their respective
     subsidiaries, terms or conditions that materially and adversely
     affect the long-term benefits expected to be received by the
     Registrant from the transactions contemplated by the Merger
     Agreement.

               Copies of the Merger Agreement, Ancillary Agreements
     (as defined in the Merger Agreement) and the Voting Trust
     Agreement are filed herewith as Exhibits and are incorporated
     herein by reference and the foregoing descriptions of such
     Agreements are qualified in the entirety by reference to such
     Agreements.

               On August 3, 1995 and August 4, 1995, the Registrant
     issued press releases relating to the Merger and Merger
     Agreement, copies of which are filed herewith as Exhibits and
     are incorporated herein by reference.

     ITEM 7.  FINANCIAL STATEMENTS, PRO FORM FINANCIAL 
              INFORMATION AND EXHIBITS.

     99.1      Agreement and Plan of Merger, dated as of August 3,
               1995, by and among the Registrant, UPRR, Purchaser and
               SP. (Incorporated by reference to Exhibit (c)(1) to
               the Tender Offer Statement on Schedule 14D-1, dated
               August 9, 1995, filed by the Registrant, UPRR and
               Purchaser)

     99.2      Shareholders Agreement, dated as of August 3, 1995,
               among the Registrant, Purchaser, The Anschutz
               Corporation, a Kansas corporation ("TAC"), Anschutz
               Foundation, a Colorado not-for-profit corporation (the
               "Foundation"), and Mr. Philip F. Anschutz ("Mr.
               Anschutz"). (Incorporated by reference to Exhibit
               (c)(2) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser)

     99.3      Shareholder Agreement, dated as of August 3, 1995,
               among the Registrant, Purchaser and The Morgan Stanley
               Leveraged Equity Fund II, L.P., a Delaware limited
               partnership. (Incorporated by reference to Exhibit
               (c)(3) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser) 

     99.4      Shareholder Agreement, dated as of August 3, 1995,
               among the Registrant, Purchaser and SP. (Incorporated
               by reference to Exhibit (c)(4) to the Tender Offer
               Statement on Schedule 14D-1, dated August 9, 1995,
               filed by the Registrant, UPRR and Purchaser) 

     99.5      Shareholder Agreement, dated as of August 3, 1995,
               among Resources, TAC, the Foundation and Mr. Anschutz. 
               (Incorporated by reference to Exhibit (c)(5) to the
               Tender Offer Statement on Schedule 14D-1, dated August
               9, 1995, filed by the Registrant, UPRR and Purchaser)

     99.6      Registration Rights Agreement, dated as of August 3,
               1995, among the Registrant, TAC and the Foundation. 
               (Incorporated by reference to Exhibit (c)(6) to the
               Tender Offer Statement on Schedule 14D-1, dated August
               9, 1995, filed by the Registrant, UPRR and Purchaser)

     99.7      Registration Rights Agreement, dated as of August 3,
               1995, between Purchaser and SP.   (Incorporated by
               reference to Exhibit (c)(7) to the Tender Offer
               Statement on Schedule 14D-1, dated August 9, 1995,
               filed by the Registrant, UPRR and Purchaser)

     99.8      Registration Rights Agreement, dated as of August 3,
               1995, among Resources, TAC and the Foundation. 
               (Incorporated by reference to Exhibit (c)(8) to the
               Tender Offer Statement on Schedule 14D-1, dated August
               9, 1995, filed by the Registrant, UPRR and Purchaser)

     99.9      Form of Voting Trust Agreement, dated as of August 3,
               1995, among the Registrant, Purchaser and Southwest
               Bank of St. Louis.  (Incorporated by reference to
               Exhibit (c)(9) to the Tender Offer Statement on
               Schedule 14D-1, dated August 9, 1995, filed by the
               Registrant, UPRR and Purchaser)

     99.10     Text of Press Release issued by the Registrant on
               August 3, 1995.  (Incorporated by reference to Exhibit
               (a)(7) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser)

     99.11     Text of Press Release issued by the Registrant on
               August 4, 1995.  (Incorporated by reference to Exhibit
               (a)(8) to the Tender Offer Statement on Schedule 14D-
               1, dated August 9, 1995, filed by the Registrant, UPRR
               and Purchaser)

                                 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 hereunto duly authorized.

     Dated:  August 14, 1995  UNION PACIFIC CORPORATION

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