SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC  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)    September 15, 1995

                         UNION PACIFIC CORPORATION                    
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

             Utah                  1-6075            13-2626465       
 (STATE OR OTHER JURISDICTION   (COMMISSION        (IRS EMPLOYER
       OF INCORPORATION)        FILE NUMBER)    IDENTIFICATION NO.)

     Eighth and Eaton Avenues, Bethlehem, Pennsylvania        18018 
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE) 

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

                                    N/A                               
        FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


          

          ITEM 5.   OTHER EVENTS.

               On September 15, 1995, Union Pacific Corporation
          (the "Registrant") announced that its wholly owned
          subsidiary, UP Acquisition Corporation ("UP
          Acquisition"), in accordance with the terms of its tender
          offer which expired at midnight, New York time, on
          Wednesday, September 6, 1995, has determined that the
          final proration factor is 37.7%.  The Registrant
          announced that UP Acquisition expects to begin making
          payment today of $25.00 per share for 39,034,471 shares
          of common stock of Southern Pacific Rail Corporation
          ("SP") previously accepted for payment and will return
          certificates for unpurchased shares shortly.  The shares
          of SP common stock acquired in the tender offer are being
          held in a voting trust.  Following the satisfaction of
          certain conditions, including, among others, approval of
          the merger by the Interstate Commerce Commission and
          approval by the SP stockholders, SP will be merged with
          and into Union Pacific Railroad Company, a wholly owned
          subsidiary of the Registrant ("UPRR"), pursuant to the
          terms of a definitive Agreement and Plan of Merger, dated
          as of August 3, 1995, by and among the Registrant, UP
          Acquisition, UPRR and SP.  A copy of the press release
          pertaining to the foregoing announcements is attached
          hereto as Exhibit 99.1 and is incorporated herein by
          reference.

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

               (C)  EXHIBITS.

               99.1 Press Release issued by the Registrant on
                    September 15, 1995.

          

                                  SIGNATURES

               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.

          September 15, 1995

                                   UNION PACIFIC CORPORATION

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


          

                                EXHIBIT INDEX

          Exhibit                Description

          99.1      Text of Press Release issued by the Registrant
                    on September 15, 1995.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3815}]
{"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": "8-K", "act": "34", "file-number": "001-06075", "film-number": "95574238"}, "business-address": {"street1": "MARTIN TOWER", "street2": "EIGHTH AND EATON AVES", "city": "BETHLEHEM", "state": "PA", "zip": "18018", "phone": "2158613200"}}
SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC  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)    September 15, 1995

                         UNION PACIFIC CORPORATION                    
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

             Utah                  1-6075            13-2626465       
 (STATE OR OTHER JURISDICTION   (COMMISSION        (IRS EMPLOYER
       OF INCORPORATION)        FILE NUMBER)    IDENTIFICATION NO.)

     Eighth and Eaton Avenues, Bethlehem, Pennsylvania        18018 
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE) 

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

                                    N/A                               
        FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

          

          ITEM 5.   OTHER EVENTS.

               On September 15, 1995, Union Pacific Corporation
          (the "Registrant") announced that its wholly owned
          subsidiary, UP Acquisition Corporation ("UP
          Acquisition"), in accordance with the terms of its tender
          offer which expired at midnight, New York time, on
          Wednesday, September 6, 1995, has determined that the
          final proration factor is 37.7%.  The Registrant
          announced that UP Acquisition expects to begin making
          payment today of $25.00 per share for 39,034,471 shares
          of common stock of Southern Pacific Rail Corporation
          ("SP") previously accepted for payment and will return
          certificates for unpurchased shares shortly.  The shares
          of SP common stock acquired in the tender offer are being
          held in a voting trust.  Following the satisfaction of
          certain conditions, including, among others, approval of
          the merger by the Interstate Commerce Commission and
          approval by the SP stockholders, SP will be merged with
          and into Union Pacific Railroad Company, a wholly owned
          subsidiary of the Registrant ("UPRR"), pursuant to the
          terms of a definitive Agreement and Plan of Merger, dated
          as of August 3, 1995, by and among the Registrant, UP
          Acquisition, UPRR and SP.  A copy of the press release
          pertaining to the foregoing announcements is attached
          hereto as Exhibit 99.1 and is incorporated herein by
          reference.

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

               (C)  EXHIBITS.

               99.1 Press Release issued by the Registrant on
                    September 15, 1995.

          

                                  SIGNATURES

               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.

          September 15, 1995

                                   UNION PACIFIC CORPORATION

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

          

                                EXHIBIT INDEX

          Exhibit                Description

          99.1      Text of Press Release issued by the Registrant
                    on September 15, 1995.